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Suprajit Engineering Ltd.

BSE: 532509 Sector: Auto
NSE: SUPRAJIT ISIN Code: INE399C01030
BSE 00:00 | 03 Jun 118.20 -3.65
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OPEN 123.65
PREVIOUS CLOSE 121.85
VOLUME 32731
52-Week high 221.70
52-Week low 100.00
P/E 11.87
Mkt Cap.(Rs cr) 1,654
Buy Price 118.20
Buy Qty 75.00
Sell Price 118.20
Sell Qty 425.00
OPEN 123.65
CLOSE 121.85
VOLUME 32731
52-Week high 221.70
52-Week low 100.00
P/E 11.87
Mkt Cap.(Rs cr) 1,654
Buy Price 118.20
Buy Qty 75.00
Sell Price 118.20
Sell Qty 425.00

Suprajit Engineering Ltd. (SUPRAJIT) - Director Report

Company director report

Your Directors have pleasure in presenting their Thirty Fourth Annual Report and the Audited Financial Statements for the financial year ended March 31 2019 together with the Independent Auditor's Report.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS:

(Rs. in Millions)

StandaloneConsolidated
Particulars2018-192017-182018-192017-18
Total Income10891.6610107.3616278.9514758.44
Profit before tax1738.901589.892052.211934.23
Less: Provision for taxation(603.91)(519.26)(733.20)(520.40)
Profit after tax before prior period adjustment1134.991070.631319.011413.83
Current Tax relating to earlier periods(13.24)24.22(18.93)29.00
Profit after tax1148.231046.411337.941384.83
Add: Surplus from last year1598.961447.471723.591245.97
Less: Re-measurement loss on define benefit obligation (net of tax)(7.77)(5.04)(8.85)(5.20)
Less: Net change in fair value of Hedging instrument (net of tax)--(2.44)-
Profit available for appropriation after adjustments prior period taxes2739.422488.843050.242625.60
APPROPRIATIONS:
1. Final Dividend for 2017-18 - 80% (last year 60%)111.9083.92111.9083.92
2.33Interim Dividend 70% for 2018-19 (last year interim 60% )97.9183.9297.9183.92
3. Tax on Dividend30.8622.0443.1334.17
4333Transfer to General Reserve750.00700.00900.00700.00
5 Balance carried to Balance Sheet1748.751598.961897.301723.59

TRANSFER TO RESERVES:

During the financial year the Company has transferred an amount of Rs. 750 Million to General Reserves.

DIVIDEND:

An Interim Dividend of Re. 0.70 per Share of Re. 1/ -each (70%) was declared and paid during the year under report. In view of the satisfactory financial performance of your Company your Directors have pleasure in recommending a Final Dividend of Re 0.85 per Share of Re. 1/- each (85%). The total outgo considering the interim dividend and proposed final dividend including taxation will be Rs. 255.23 millions as against Rs. 240.64 million during the last year.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED (RETIRED) DURING THE FINACIAL YEAR ENDED MARCH 31 2019:

The composition of the Board of Directors of the Company is in conformity with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the year there were changes in the Board of Directors.

Mr. M. Jayarama Shetty and Mr. Diwakar S. Shetty Independent Directors of the Company have retired from the Directorship upon completion of their term of appointment of 5 years on March 31 2019.

Based on the recommendation of the Nomination and Remuneration Committee the Board of Directors at its meeting held on February 28 2019 has appointed Mrs. Bharati Rao and

Mr. M. Lakshminarayan as Additional Directors (Independent) of the Company with effect from April 01 2019.

The composition of the Board of Directors of the Company as on the date of this report is as below:

1 Mr. Kula Ajith Kumar Rai - Chairman

2 Mr. Mohan Srinivasan Nagamangala - Managing Director

3 Mr. Babugowda Sanganagowda Patil (IAS Retd. ) - Independent Director

4 Mr. Ian Williamson - Independent Director

5 Mr. Suresh Shetty - Independent Director

6 Mrs. Supriya A. Rai - Non Executive Director

7 Mr. M. Lakshminarayan -Independent Director

8 Mrs. Bharati Rao - Independent Director

SHARE CAPITAL:

During the financial year there were no changes in the Authorized Share Capital and Paid up Share Capital of the Company.

As on March 31 2019 the Authorized Share Capital of the Company was Rs. 850000000 (Rupees Eight 3fty Million) and the Paid up Share Capital was Rs. 139872473/- (Rupees One Thirty Nine Million Eight Hundred Seventy Two Thousand Four Hundred Seventy Three Only).

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND/ OR ISSUE OF SWEAT EQUITY SHARES:

During the year under review the Company has not issued any Shares with Di3erential voting Rights and / or any Sweat Equity Shares.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing and selling of automotive and other components and that are considered as single segment. There were no changes in the nature of business during the financial year.

OPERATIONS - MANAGEMENT DISCUSSION AND ANALYSIS:

The Indian Automotive industry grew at 6.45 % as against 14.48% previous year showing lower growth. Your Company on a standalone basis recorded an operational income of Rs. 10584.94 million during the financial year 2018-19 as against Rs. 9648.21 million during the financial year 2017-18 recording a growth of 9.71%. The Profit for the year was Rs. 1148.23 million during the financial year 2018-19 as against the Profit for the year of Rs. 1046.41 million during the financial year 2017-18 recording a growth of 9.73 %. The consolidated Group operational income was Rs. 15899 million for the financial year 2018-19 against Rs. 14310.60 million for the financial year 2017-18 recording a growth of 11.10 %. The consolidated Profit for the year was Rs. 1337.94 million during the financial year 2018-19 as against Rs. 1384.83 million during the financial year 2017-18 a negative growth of 3.39%. The performance of your Company has been satisfactory despite challenging environment.

While the 3rst half of the year witnessed a decent growth the second half turned out to be weak with lower festival sales unavailability of credit in the market increased concern on BS VI norms and the national elections.

DOMESTIC CABLE DIVISION (DCD):

Your Company's plan to set up a plant at Narsapura is in advanced stage of completion with trial production commenced. The overall performance was ahead of industry growth with good performance both with OEM's and aftermarket.

PHOENIX LAMPS DIVISION (PLD) :

PLD had a muted year largely due to underperformance of subsidiaries and exports while the domestic business grew in line with the industry. Your Company is taking steps to improve performance in the current year.

WHOLLY OWNED SUBSIDIARIES:

The consolidated sales of all the subsidiaries were Rs. 5314.06 million against Rs. 4666.92 million previous financial year. The EBIDTA was Rs. 614.35 million against Rs. 618.93 million previous financial year. The Profit Before Tax was Rs. 313.31 million against Rs. 344.34 million previous financial year. The Profit for the year was Rs. 189.71 million against Rs. 338.42 million previous financial year.

The wholly owned cable subsidiaries namely Suprajit Automotive Private Limited and Suprajit Europe Limited focused on automotive business have performed well during the year gone by. The new plant at Doddaballpur Indl. Area is expected to start trial production in the new factory in Q2 during current financial year.

Suprajit USA Inc (Wescon Controls LLC) 100% owned subsidiary of your Company is focused on non-automotive business. The sales were Rs. 2862.69 million against Rs. 2562.51 million previous year. The EBIDTA was Rs. 256.30 million against Rs. 356.35 million previous year. The Profit Before Tax was Rs. 8.47 million against Rs. 118.99 million previous year. The Profit for the year was Rs. 6.65 million against Rs. 202.85 million previous year.

The strategy -SENA (Suprajit Engineering Non-Automotive) will now be driven by the new CEO and expected to provide better results in the coming years.

Trifa & Luxlite:

Trifa and Luxlite the 100% owned subsidiaries relating to PLD had a challenging year. The combined sales increased to Rs. 1485.14 million from Rs. 1452.14 in the previous year. EBIDTA was Rs. (41.41) million as against Rs. 11.05 million in the previous financial year.

Trifa & Luxlite are only marketing arms of PLD and the performance has to be seen under the consolidated performance of PLD.

CURRENT YEAR & OUTLOOK:

The Indian economy is likely to have a di3cult year with uncertain credit crisis and down trend in automotive sector. The performance for the year is expected to be further challenged by global uncertainties with tari3 war fluctuating commodity / oil prices etc. However your Company's Value for Money approach close monitoring of operations and continued customer focus is expected to yield a reasonable year.

SALIENT FEATURE OF FINANCIAL STATEMENT OF SUBSIDIARIES

A separate statement in Form AOC-1 is given as Annexure-1 which contains the salient features of the financial statement of subsidiaries. The Annual Accounts and related documents of the Subsidiary Companies will be kept open for inspection at the Registered Office of the Company. The aforesaid documents will also be made available to the Members of the Company upon receipt of written request from them.

CREDIT RATING:

The Company's financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies as exhibited below:

InstrumentRating AgencyRatingOutlook
Long Term DebtCRISILAAStable
Long Term DebtICRAAAStable
Long Term DebtIndia Ratings & ResearchAAStable
Short TermCRISILA1+Stable
Short TermICRAA1+Stable
Short TermIndia Ratings & ResearchA1+Stable
Term DepositIndian Ratings & ResearchtAA+Stable

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:

Not applicable as there were no such instances during the year.

DEPOSITS:

During the year the Company has repaid all the deposits to the Deposit Holders with interest. Hence as on March 31 2019 the Company has no deposits.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no material changes and commitments between the end of the financial year and the date of the Report which affect the financial position of the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134 (3) of the Companies Act 2013 as Annexure - 2

PARTICULARS OF LOANS INVESTMENTS GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

During the year the Company has not provided any loan/ guarantee / security which fall under the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

All related party transactions which were entered into during the financial year were on at arm's length basis and were in the ordinary course of business and with the omnibus approval of the Audit Committee. There are no materially significant related party transactions made by the Company with Promoters Directors Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions wherever applicable are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee. In compliance with the provisions of Section 134(3) of the Companies Act 2013 particulars of contracts or arrangements with related parties referred to in the provisions of Section 188(1) of the Companies Act 2013 are enclosed in the Form AOC-2 as part of this report as Annexure- 3.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the financial year 5 (Five) Meetings were held on May 29 2018 August 14 2018 November 14 2018 February 11 2019 and February 28 2019 .

Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (3) (c) of the Companies Act 2013 the Board of Directors of the Company confirms and submits that:

i. in the preparation of the annual accounts the applicable Accounting Standards have been followed and there have been no material departure;

ii. the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the profits of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a `going concern' basis;

v. adequate system of internal financial controls has been laid down and the said system is operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

CORPORATE GOVERNANCE AND BUSINES RESPONSIBILITY REPORT:

Being a Listed Company necessary measures are taken to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) as amended from time to time. A report on Corporate Governance along with a Certificate of Compliance from a Practising Company Secretary forms part of this report.

The Business Responsibility Report as required to be annexed to this report is annexed as Annexure 4

DIVIDEND DISTRIBUTION POLICY:

The Company has a Dividend Distribution Policy in place which is available on the website of the Company at www.suprajit. com (http://www.suprajit.com/investors/compliance/policies-codes/) and also annexed as Annexure -5.

RISK MANAGEMENT POLICY:

The Company has Risk Management Policy in place. With effect from April 01 2019 the Company has constituted Risk Management Committee to oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in the management discussion and analysis which forms part of this report. The Company has taken Directors' and Officers' Liability Insurance Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)/ SUPRAJIT FOUNDATION:

Your Company has been active in CSR activities through Suprajit Foundation for the last 8 years. The Companies Act 2013 based on the prescribed criteria mandates the companies to contribute 2% on CSR. During the year your Company has paid Rs. 24.87 millions. Also Suprajit Automotive a Wholly Owned Subsidiary of your Company has paid Rs. 3.36 millions to Suprajit Foundation for various activities undertaken by the said Foundation. The detailed activities of Suprajit Foundation have been provided in Annexure -6 to this report. The copy of the CSR Policy is available on the website of the Company at www.suprajit.com (http://suprajit.com/investors/compliance/policies-codes/).

The Suprajit Foundation was established in 2011 as a not-for-profit Trust to conduct social welfare activities. Over the years the Foundation has initiated guided and conducted several programs in education healthcare and rural development.

Your Directors would like to thank the honorary Trustees of the Foundation who continue to devote their valuable time and energy in planning directing and monitoring its activities.

DETAILS OF EMPLOYEES STOCK BENEFIT SCHEMES:

The Shareholders of the Company have approved `SEL Employee Stock Appreciation Rights Plan 2017' (ESAR 2017) at the 32nd Annual General Meeting of the Company held on November 11 2017. The Company through Nomination and Remuneration Committee has taken necessary steps to implement the same during the year. Disclosure pursuant to Regulation 14 of Securities and Exchange Board of India (SEBI) (Share Based Employee Benefits) Regulations 2014 is enclosed as

Annexure -7.

A Certificate from the Statutory Auditors confirming the implementation of `ESAR 2017' in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 and Shareholders Resolution shall be placed before the Annual General Meeting.

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised by the senior management of the Company. As and when new plants are getting added by the Company the management ensures that various measures like rain- water harvesting STP water usage control planting of trees discarding of old gen-sets and minimum usage of lighting power during day time are well adopted from day one. In addition the following new initiatives have been undertaken during the financial year at various plants:

a) The Company has installed 100 kWp solar capacity as the 3rst pilot project in the year 2016 to assess the use of solar energy for the operational requirements of the Company.

The Company will monitor the performance of this project and based on the success will consider deploying such projects at various units.

b) Various plants have started using LED lamp to reduce power consumption.

c) Additional facilities have been 3tted with Automatic Water Level Controllers along with the water pumps which are used for pumping water to the storage tanks.

d) Electrical systems in all the new plants have been provided with individual controls so that the user can select particular fan light etc. depending upon requirement at that particular point of time. This avoids indiscriminate bulk selection of electrical systems.

e) Additional facilities Shop 3oors having roo3ng sheets with thermal vents on top of the roo3ng sheets (circulating fans operating with wind) in order to reduce the heat effect in summer and also to reduce usage of electrically operated fans in the shop 3oor.

f) Rain water harvesting has been modified to properly channelize the rain water into earth in manner bore well gets adequate water for its re-generation.

g) Efforts made to improve power factors by installing additional active capacitors

h) Continuous efforts in reduction of power load by replacing DC drive to AC drive.

i) Compressor room temperature reduction for reducing maintenance cost.

RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION:

a) Research and Development (R&D):

1. The Company has set up a centralized Suprajit Tech Centre (STC) at Bengaluru. STC has Engineers for R&D testing and validation teams to products as per customers' requirements. The Group also has tech centers at Tamworth U.K (Suprajit Europe Limited) and Wichita USA (Wescon).

2. The Company has product & process patents which are deployed commercially. The Company's R&D has developed many specialized cables lamps and other products for Customers as per the end user requirements. This is being successfully deployed by the customer with significant cost savings.

3. Development cells in respective units have been upgraded with more Engineers and latest equipments.

4. The Company has developed many types of equipments and automation specialized for cable and lamps with significant energy savings and increased productivity.

5. Product Life Cycle Management-software has been implemented to enhance standardization of new product launch and change management.

6. Launch of RGL and C program to enhance robustness geometry tolerances and life of the halogen bulbs has led to significant improvements in quality cost and productivity at Phoenix Lamps Division.

b) Expenditure on Research and Development:

(Rs. in Millions)
Particulars2018-192017-18
Salaries Wages & Bonus18.5312.29
Cost of materials consumed2.723.27
Other expenses2.645.06
Total23.8920.62

c) Technology Absorption Adaptation Innovation and particulars of imported technology:

1) The Company has not imported any technology during the financial year.

2) The Company has developed innovative and path-breaking products and processes for both lamps and Cables for which patents are pending.

3) The Company has successfully adopted customer's designs for new types of cables halogen lamps and also other products.

GREEN INITIATIVES:

The Company has initiated a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years this year too the Company is publishing only the statutory disclosures in the print version of the Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned Rs. 1331.53 Millions and expended Rs. 1404.50 Millions during the financial year under review.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive which have helped your Company to achieve production targets.

DECLARATION BY THE INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director pursuant to the provisions of Section 149(7) of the Companies Act 2013 that he meets the criteria of Independence laid down in the provisions of Section 149(6) of the Companies Act 2013.

Further the Board hereby confirms that all the Independent Directors of the Company fulfill the conditions as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and all the Independent Directors are independent of the management.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carried out an annual performance evaluation of its own performance the Directors individually as well as the evaluation of the working of its Audit Nomination and Remuneration and Compliance Committees.

FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS:

To familiarize the new inductees with the strategy operations and functions of the Company the Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company's strategy operations product and service offerings markets organization structure finance human resources technology quality facilities and risk management at the Board Meetings. The copy of Familiarization Programme of Independent Directors is available on the website of the Company at www.suprajit.com (http://www.suprajit.com/ investors/compliance/policies-codes/).

NOMINATION AND REMUNERATION POLICY:

Your Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and Remuneration including criteria for determining qualifications positive attributes independence of a Director and other matters as provided under the provisions of Section 178(3) of the Companies Act 2013. The Policy is available at the website of the Company at www.suprajit.com(http://suprajit.com/investors/compliance/ policies-codes/)

COMPOSITION OF AUDIT COMMITTEE:

Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty as Chairman of the Committee Mr. M Jayarama Shetty and Mr. Suresh Shetty as other Members of the Committee. The composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act 2013. The Committee was reconstituted post retirement of two Directors and as on date of this report the composition of the Committee is as follows:

1. Mr. Suresh Shetty - Chairman

2. Mr. Ian Williamson - Member

3. Mr. K.Ajith Kumar Rai - Member

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has formulated the Whistle Blower Policy with a view to provide a mechanism for Employees and Directors of the Company to approach the Compliance Officer/Chairman of the Audit Committee of the Company in compliance with Section 177(9) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Details of the Whistle Blower Policy are explained in the Report on Corporate Governance and Whistle Blower Policy of the Company is available on the website of the Company at www.suprajit.com (http://suprajit.com/investors/compliance/policies-codes/).

AUDITORS: i. Statutory Auditors:

The Members of the Company at the 32nd Annual General Meeting of the Company held on November 11 2017 have appointed Messrs S. R. Batliboi & Associates LLP Chartered Accountants (Firm Registration No. 101049W/E300004) as Statutory Auditors of the Company for a period of 5 (Five) years. They will continue to be Auditors of the Company till the conclusion of Thirty Seventh Annual General Meeting to be held in the year 2022.

As per the Companies (Amendment) Act 2017 and Rules made there under with effect from May 7 2018 the Central Government noti3ed the omission of the requirement related to rati3cation of appointment of auditors by members at every Annual General Meeting. Accordingly the resolution for rati3cation has not been placed before the members.

ii. Cost Auditors:

Messrs G N V Associates Cost Accountants was appointed as the Cost Auditors of your Company for the financial year 2018-19. The cost audit report for the previous year has been 3led with Registrar of Companies Karnataka within due date.

iii. Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat a Practising Company Secretary (Membership No.FCS-8860) as the Secretarial Auditor as per the provisions of Section 204 of the Companies Act 2013 for the financial year 2018-19. The Secretarial Audit Report issued by him is enclosed as Annexure-8 to this Report.

QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS

There are no qualifications or adverse remarks in the Statutory Auditors' Report which require any explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in the audit reports in respect of the Audited standalone and consolidated Financial Statements for the financial year ended March 31 2019.

Further there are also no qualifications reservations or adverse remarks or disclaimers made by Secretarial Auditor in his Secretarial Audit Report.

REGULATORY / COURT ORDERS:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

HEALTH SAFETY AND ENVIRONMENTAL PROTECTION (HSE):

The Company's efforts towards reinforcing a positive safety culture have resulted in reduction of total lost time due to Injuries this year. Similarly the lost Time Injury Frequency Rate reduced from a year ago.

Further during the financial year no occupational illness case was reported. Due to continued efforts to conserve water and energy specific water and energy consumption also got reduced.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this Policy.

Summary of sexual harassment complaints received and disposed off during the financial year 2018-19:

No. of complaints received: NIL

No. of complaints disposed off: NA

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act the Report and Accounts are being sent to the Members and others entitled thereto excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof such member may write to the Company Secretary in this regard.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report as Annexure -9.

CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with Stock Exchanges and such statements may be forward looking within the meaning of applicable securities laws and regulations. Actual results could di3er materially from those expressed or implied. Important factors that could make a di3erence to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets/currency 3uctuations in which the Company operates changes in the Government regulations tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for valuable contribution made by employees at all levels active support and encouragement received from various Governmental agencies Company's Bankers Customers vendors distributors Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future.

For and on behalf of the Board
K Ajith Kumar Rai
Place: BengaluruChairman
Date: May 27 2019(DIN: 01160327)