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Symphony Ltd.

BSE: 517385 Sector: Consumer
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OPEN 1390.30
52-Week high 2212.75
52-Week low 1153.75
P/E 53.01
Mkt Cap.(Rs cr) 9,696
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1390.30
CLOSE 1395.80
52-Week high 2212.75
52-Week low 1153.75
P/E 53.01
Mkt Cap.(Rs cr) 9,696
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Symphony Ltd. (SYMPHONY) - Director Report

Company director report

Your Directors are pleased to present the 30th Annual Report of the Companyfor the financial year ended on March 31 2017. Consequent to the change of correspondingfinancial year the current financial year ended on March 31 2017 (12 months) figures arenot comparable with figures of previous financial year (9 months) ended on March 312016.

1] A) Highlights of Results and State of Company's Affairs (Rs in Lacs)



Particulars 2016-17 2015-16 (9 Months) 2016-17 2015-16 (9 Months)
Revenue from Operations & Other Income 70378 43434 81124 46644
Profit before Financial Charges Depreciation & Taxation Exceptional Items 24358 17176 24080 15689
Less: Financial Charges 1 8 3 20
Less: Depreciation & Amortisation Expenses 368 219 705 430
Profit before Tax & Exceptional Items 23989 16949 23372 15239
Add: Exceptional Items - - - 1247
Profit Before Tax 23989 16949 23372 16486
Less: Income Tax 6475 4589 6614 4589
Less: Deferred Tax Liability 201 64 201 64
Less: Provision for tax of earlier years (3) (4) (3) (4)
Profit After Tax 17316 12300 16560 11837
Add: Balance as per last year Balance Sheet 24996 23221 25832 24520
Amount available for Appropriation 42312 35521 42392 36357
Utilisation for issue of bonus shares 5 - 5 -
Dividend and Dividend Tax (interim dividends) 2315 10525 2315 10525
Surplus in statement of profit and loss 39992 24996 40072 25832

B) Key Financials as on March 31 2017

Consolidated Financial Results

Your Company along with its subsidiaries has a global presence. In order to providean overall view of the comprehensive performance of the group the Company has preparedconsolidated accounts of the holding company and all its subsidiaries in accordance withthe accounting standards that are applicable. The consolidated revenue from operationsalong with other income stood at Rs 81124 lacs. The profit after tax was Rs 16560 lacs.

The highlights of the key financials are as under:

(Rs in lacs except share data)

Particulars Standalone Consolidated
Equity Share Capital 1399 1399
Net worth 45796 45899
Book Value Per Equity Share 65 66
Earnings Per Share (EPS) 25 24
Investments 30692 28283
Contribution to Exchequer 20168 20727

2] Dividend

During the period under review the Board of Directors has declared three interimdividends aggregating to Rs 3.50/- (175%) per share and bifurcation of the same is asunder:

Date of Declaration Interim Dividend Amount per share (in Rs) % of Dividend
July 26 2016 1.50 75
October 25 2016 1.00 50
February 10 2017 1.00 50

The Board has recommended a final dividend of Rs 1 (50%) per equity share having facevalue of Rs 2 each subject to approval of members at ensuing annual general meeting forthe financial year ended on March 312017.

An aggregate dividend for the financial year ended on March 31 2017 on approval atensuing annual general meeting would be Rs 4.5 (225%) per share as against Rs 25 (1250 %)for the previous year. The total payout including final dividend for the financial year2016-17 (including dividend distribution tax) would be Rs 3157.45 lacs (previous year Rs10525 lacs) translating into a dividend pay-out of approx. 19% (previous year 89%).

Shareholders' Reward Policy

Symphony believes in maintaining a fair balance over a long term period between payout/ reward to the shareholders and cash retention. The Company has been conscious of theneed to maintain consistency in payout / reward to the shareholders. The quantum andmanner of payout / reward to shareholders of the Company shall be recommended by the Boardof Directors of the Company.

Method of Payout/Rewards to the Shareholders

A.1 Dividend Distribution Policy

This policy is framed pursuant to Regulation 43A of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulation 2015 (hereinafterreferred to as Listing Regulations).

a) The Company will generally endeavour to distribute to the shareholders up to 50% ofits profit after tax (including dividend distribution tax and other taxes as applicable).

b) In rare circumstance of any contingency acquisition opportunities or other businessopportunities or unforeseen circumstances payout to shareholders may be precluded at thediscretion of the Board of Directors.

c) Recommendation with regard to payout to shareholders shall be influenced by variousfactors including without limitation internal factors such as profits earned during thefiscal year liquidity position fund requirement for acquisitions reward to shareholdersby corporate actions (like buy back of shares) and external factors such as general marketconditions cost of raising funds from alternate sources applicable taxes including taxon dividend exemptions under tax laws available to various categories of investors andfuture expansion opportunities etc.

d) The retained earnings of the Company shall be utilized for future growth andexpansion of business probable acquisitions working capital and for meeting unforeseencontingencies.

e) The Company has only one class of shares viz. equity shares.

A.2 Interim Dividend

The Board of Directors may as and when consider it fit on the basis of performanceprofitability liquidity and on review of quarterly / half yearly / periodical financialstatements declare interim dividend to reward the shareholders.

A. 3 Special Dividend

The Company may consider special dividend in exceptional circumstances in such eventthe limit as stated in clause 1(a) above may exceed.

B. Bonus Issue

As and when the Company has large accumulated reserves represented by free reservessecurities premium surplus etc. which are felt more than the requirements of the Companythe Board may consider to utilize such balances towards issuance of bonus equity shares orany other security (ies) as may be permissible under the applicable provisions of theCompanies Act 2013 SEBI Act alongwith applicable regulations thereunder and any otherAct as may be applicable.

C. Buy Back

As and when the Company has large accumulate reserves represented by free reservessecurity premium surplus etc. which is also supported by sufficient liquidity in thecompany the Board of Directors may consider to carry out Buyback of its equity shares inaccordance with the relevant applicable provisions of the Companies Act 2013 SEBI Actalongwith applicable regulations thereunder and any other Act as may be applicable.

D. Sub Division / Splitting of Shares

The Board of Directors may also consider to sub divide the equity shares in order toimprove the liquidity in the market and to make it more affordable to retail shareholdersthereby attracting better participation of retail shareholders in the equity shares of theCompany.

3] Material Changes and Commitment

There was no material change and commitment affecting the financial position whichoccurred between the financial year end and the date of this report.

4] Issuance of Bonus Shares

During the year under review the Board of Directors had recommended bonus equityshares in proportion of 1 (one) equity share of Rs 2 each for every 1 (one) existingequity share of Rs 2 each held by the members. Subsequently the members of the Company attheir 29th annual general meeting held on August 312016 had approved theissuance of bonus equity shares.

On September 17 2016 the Bonus Shares Allotment Committee of the Board has issued andallotted 34978500 fully paid bonus equity shares of face value of Rs 2 each to themembers holding shares of the Company as on the record date i.e. September 15 2016.

Pursuant to issuance of bonus shares issued subscribed and paid up share capital ofthe Company stands increased to Rs 139914000 divided into 69957000 equity shares of Rs2 each.

5] Operations Review

During the year under review revenue from operations along with other income onstandalone basis stood at Rs 70378 lacs. During the year 2016-17 your Company focussedon further expanding its Dealer and Distributor network to benchmark against some of themost widely distributed consumer durable brands in the country. As a result of thisthrust by end of the year under review the Company had increased its rural penetrationby 260%. Thus your Company has now become one of the most widely distributed brand in theconsumer durable sector in India. The increase in retail network has also been matched byexpansion of network of direct dealers modern retail chain stores regional retail chainsand warehouses across the country.

To ensure better focus on market expansion and better brand and product visibilityyour Company has expanded the senior management team in Domestic and International Salesduring the year. This has enabled the Company to closely monitor the market trends andproactively plan the marketing strategies rather than reacting to market trends.

Your Company considers After Sales Service as a key differentiator which helps itsproducts to fetch a premium over other brands and wins trade and customer loyalty. Duringthe year your Company further strengthened its After Sales Service set up by increasingthe no. of authorised service centres to about 1000. Your Company has a very large base ofexisting customers using its products who require routine maintenance and upkeep. YourCompany has identified this as an opportunity to serve its loyal customer base increasebrand loyalty and in the process enhance revenue through service operations. To enablethe service franchisee to provide prompt service to the customer your Company hasdeveloped an App which helps it to track the status of all pending calls on line andensure 100% customer satisfaction.

Your Company offers the widest range of models in the Air cooler industry in thecountry. It further strengthened its leadership position by launching "TOUCH"range of air coolers with unique features never seen before. This was received very wellby the trade and customers and has become one of the bestselling ranges in the very firstyear of launch. Apart from five models of Touch range 8 new models were also introducedto cater to various needs of the customers putting your Company much ahead of itscompetitors.

Like in the past this year also your Company continued its aggressive advertisementand promotional campaigns over print electronic and digital media. Your Company commandedmore than 56 % Share of Voice (Source: BARC) in the Air cooler advertising making it themost visible brand in electronic and on line media.

During the year under review your Company introduced various steps to win dealerloyalty including a key initiative of launching an app 'SYMPARK' aimed at rewarding theretailer for his continued loyalty and motivating him to push Symphony products over otherbrands. This has been a huge success and has helped your Company in maintaining its No. 1position with an increased market share despite many new entrants flocking the market.

Modern Trade

During the period under review your Company continued to be aggressive in top lineproducts sales through large format stores retail chains e-commerce portals and TVshopping channels.

Your Company could maintain its number one position in modern trade registering ahealthy growth and commanding higher market share.

Your Company's products are well received in all major modern trade stores and continueto be the preferred brand across all regions.

Central Air Cooling Solutions

The Central Air Cooling Solutions business has moved from strength to strength throughfocused efforts increased manpower and improved nation-wide dealer network.

The new range added from China with complete in-built controller and motor has createdlot of excitement and response has been more positive than expected. This has the makingsof futuristic product which is feature packed.

During the year under review your Company focussed on approaching customers in variouscustomer segments directly. The Company executed numerous prestigious orders includingthose from Tata Steel Indian Railways Exide Industries Ghadi Detergent TVS TyresMarino Laminates CPWD NIT Nagpur and many other prestigious clients. Your Companycontinued to make inroads into various customer segments with approvals from some keyopinion makers like HVAC consultants and large MEP contractors. During the period underreview your Company continued with many business development activities throughadvertisements in newspapers journals TV channels and participation in exhibitions.

Your Company's Packaged Air Coolers are compact easy-to-install and are meant formidsize spaces such as commercial industrial and residential areas. They have gainedmomentum and have been received very well in the market. The campaign has resulted inincreased awareness about Central Air Cooling Solutions.

Your Company hopes to reap the benefits of these steps in the years to come.

Air Coolers - Overseas Business

Revenues from overseas business during the year under review increased to Rs 72 Crores.Your Company strengthened its senior management team in India and abroad and entered 10new Countries during the year under review. These markets along with the existing onesoffer ample opportunities for your Company to build a platform for a rapid expansion ofits customer base in the years to come.

Though revaluation of Rupee offers some challenges your Company is confident ofbuilding and strengthening its International distribution network to generate highervolumes.

SEZ Units

During the year under review your Company continues to operate in two Special EconomicZone (i) Kandla SEZ at Gandhidham Kutch Gujarat and (ii) Surat SEZ at Sachin SuratGujarat. The operations at both SEZ units remain satisfactory. It may be noted that theSEZ units enjoy a number of direct and indirect tax benefits including benefits under newforeign trade policy.

Overseas Operations - Impco S. de R. L. de C.V. Mexico

The "Project Renovation" started in 2014-15 has progressed quite well.Accordingly many of the activities have been outsourced and surplus assets have beenmonetised and IMPCO is gradually becoming asset-light capital-light business model inline with Symphony India. This has resulted into:

1. Complete debt free status of Impco (Internal debt fully repaid with interest therewas never any external debt).

2. Improved operational efficiency.

3. Managing working capital requirement on its own.

4. Lean Manufacturing operations.

5. More focus on design innovation branding and marketing.

6] Overseas Operations - Guangdong Symphony Keruilai Air Coolers Co. Ltd. (GSK) China

The year under review was the first full operating year after acquisition with effectfrom January 12016. The operating loss during the calendar year 2016 as compared tocalendar year 2015 (pre-acquisition) is nearly halved on account of various steps takenby the Company to reduce overheads and improve the operating efficiencies. The Company atthe time of acquisition of GSK already envisaged that for initial two to three years thelosses would continue but will get reduced and hope to break-even within two to threeyears' time.

The GSK acquisition has also provided opportunity to synergistic advantages in terms ofmutually complementary air cooler models increasing presence in China and ASEANcountries etc.

7] Awards and Accolades

The Company was bestowed with India Design Mark for model "CLOUD" by IndiaDesign Council.

Received award for India's Most Attractive Air Cooler Brand - 2016 from Trust ResearchAdvisory (TRA). As per study report Symphony Brand rating jumped by 259 ranks and stoodat 384 as compared to 643 in the previous year.

Received the Financial Express CFO of the year award 2017 and your Company has beenaccorded Rank 1 in the Small Enterprise - Manufacturing category.

ISO 9001 : 2015 certification for quality management and systems for its design salesmarketing after sales services of air coolers.

Certificate of appreciation from VAT department Jalgaon Maharashtra.

Received a product certification from Standard Organisation of Nigeria.

Received certification from Kuwait Conformity Assurance Scheme (KUCAS).

The awards won by the Company reflect its consistent outperformance and staying aheadof its competitors with its focused approach innovative products and dynamic businessstrategies.

8] Management Discussion and Analysis Report

Pursuant to Regulation 34 of Listing Regulations Management Discussion and AnalysisReport for the financial year ended on March 312017 is annexed to this annual report.

9] Corporate Governance

Your Company has instilled a strong culture of values morals and integrity and hascontinuously sustained a cohesive way of thinking and commitment to action. The Companyendeavors to be a sustainable and reliable organisation as it trusts that unrelentinggovernance is the cornerstone in building and upholding relations with all itsstakeholders. The Company's association with its investors is a key factor of CorporateGovernance. An enduring communication with investors and shared information about theCompany in

a regular and trustworthy manner supports the formation of a transparent relationship.It pursues a policy of 100% compliance with all statutory requirements and has a strongsystem to evaluate them. Your Directors are committed to upholding the highest standardsof answerability and intensely participate in overseeing risk and strategic management.The Board completely supports and endorses Corporate Governance practices in accordancewith the provisions of the Listing Regulations. The report on Corporate Governance isannexed to this Annual Report.

10] Subsidiaries

Your Company has three subsidiary companies

(i) Sylvan Holdings Pte. Ltd. (Sylvan) Singapore

(ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd. China and (iii) IMPCO s. de R.L. de C.V. (IMPCO) Mexico. During the year under review a second level step downsubsidiary of the Company viz. Symphony USA Inc. USA has been closed down w.e.f. December312016.

During the year under review IMPCO Mexico has bought back its entire shareholdingheld by Sylvan Singapore and consequently IMPCO Mexico has become a direct subsidiaryof the Company.

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and its subsidiary companies whichforms part of the Annual Report. Pursuant to provisions of Section 129(3) of the CompaniesAct 2013 a statement containing salient features of the financial statement of theCompany's subsidiaries in Form AOC-1 is annexed to the financial statement of the Company.The statement also provides the details of performance and financial position of thesubsidiaries of the Company.

The financial statement of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on all days except Sundays and public holidays upto the date of the AnnualGeneral Meeting as required under Section 136 of the Companies Act 2013. Any memberdesirous of obtaining a copy of the said financial statement may write to the CompanySecretary at the Registered Office of the Company. The financial statements including theconsolidated financial statement financial statement of subsidiaries and all otherdocuments required to be attached to this report have been uploaded on the website of theCompany (

11] Auditors

Members of the Company at its 28th Annual General Meeting held on October27 2015 had approved appointment of M/s. Deloitte Haskins & Sells CharteredAccountants as Auditors of the Company from the conclusion of the then ensuing annualgeneral meeting until the conclusion of the thirty third annual general meeting of theCompany subject to ratification by the Members at every Annual General Meeting.

Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall ratify their appointmentevery year.

The Company has received a consent letter along with certificate from the Auditor underthe provisions of the Companies Act 2013 to the effect that their appointment if madewould be within the prescribed limits they are not disqualified for appointment andfurther they are independent of management.

The Auditors' report does not contain any qualification reservation or adverse remarkand is self-explanatory and thus does not require any further clarifications/comments.

12] Cost Auditors

During the year under review the Company was not required to appoint cost auditors.

13] Corporate Social Responsibility

The annual report on Corporate Social Responsibility is enclosed as Annexure 1 pursuantto the Companies (Corporate Social Responsibility Policy) Rules 2014. The Policy isdisplayed on website of the Company.

14] Secretarial Audit Report

As required under Section 204 of the Companies Act 2013 the Board of Directors ofyour Company had appointed Mr. Ashwin Shah Practicing Company Secretary to conductSecretarial Audit. The Secretarial Audit Report for the financial year ended on March312017 is annexed to Board's Report as Annexure 2.

The Secretarial Auditors' report does not contain any qualification reservation oradverse remark and is self-explanatory and thus does not require any furtherclarifications/comments.

15] Directors and Key Managerial Personnel

Ms. Jonaki Bakeri Non-Executive Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment. Brief profileof Ms. Jonaki Bakeri as required under Regulation 36(3) of the Listing Regulations isannexed to the notice convening the 30th Annual General Meeting which formspart of this Annual Report. Your directors recommend her re-appointment.

Mr. Achal Bakeri was re-appointed as Managing Director for a period of five yearseffective December 1 2012 pursuant to which his present term will be expiring onNovember 30 2017. The Board of Directors has re-appointed Mr. Achal Bakeri as ManagingDirector of the Company for a period of five years from December 1 2017 subject toapproval of members and concerned authorities including Central Government as may beacquired.

During the year under review Mr. Darshan Patel Independent Director had resignedw.e.f. December 312016. The Board placed on record its appreciation and gratitude for theservices and contribution rendered by him during his tenure as an Independent Director.

16] Extract of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 the extractof Annual Return in prescribed Form MGT - 9 is annexed herewith as Annexure 3.

17] Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of the Companyhereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 312017 the applicable accounting standards have been followed and there are no materialdepartures from the same;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 read withRules made thereunder for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

18] Meetings of the Board

Four meetings of the Board of Directors of the Company were held during the year underreview. The details of meetings of the Board are reported under Corporate GovernanceReport which is annexed to Board's Report.

19] Declaration by Independent Directors

Mr. Dipak Palkar Mr. Satyen Kothari and Mr. Naishadh Parikh being independentdirectors have submitted their declarations stating that they meet the criteria ofindependence as specified under Section 149(6) of the Companies Act 2013 and ListingRegulations.

20] Nomination & Remuneration Policy

The Company has framed Nomination & Remuneration Policy for appointment ofdirectors key managerial personnel and senior management personnel their remunerationand evaluation of directors and Board. The details of the said policy are reported in theCorporate Governance Report.

21] Particulars of loans guarantees or investments

The liquidity position of your Company is fairly comfortable and therefore the surplusfunds were invested to generate returns. As required under Section 186(4) of the CompaniesAct 2013 the following are the details of investments made or loans/guarantee/securitygiven or provided during the year under review:

Sr. No. Name of Entity Investment/ Loan/ Guarantee Relationship if any. Aggregate amount of investments made / loan / guarantee provided during the year (? In crores) Purpose for which loans/ guarantee proposed to be utilized
1 7.50% Cumulative Redeemable Preference Shares of Tata Capital Limited Investment 10.00
2 Principal Protected Secured Redeemable Non-Convertible Market Linked Debenture Series IFPD-6 of IIFL Wealth Finance Limited Investment 10.00
3 9.05% Secured redeemable Nonconvertible Debentures of Dewan Housing Finance Corporation Limited Investment 10.00
4 9.25% Secured redeemable Nonconvertible Debentures of Dewan Housing Finance Corporation Limited Investment 4.01
5 Guangdong Symphony Keruilai Air Coolers Co. Limited (GSK) SBLC facilities (Security provided) Wholly Owned Subsidiary 35.00 (equivalent to US$ 5 million) SBLC facilities to secure repayment of loan by GSK to SCB China
6 Standard Chartered Bank (China) Limited Corporate Guarantee Wholly Owned Subsidiary US$ 5 million To secure repayment of loan availed by GSK China WOS of the Company

Please refer Notes No. 9 and 12 forming part of standalone financial statements forfull details of investments made by the Company.

22] Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered with related parties as perSection 188(1) of the Companies Act 2013 in prescribed Form AOC-2 are given in Annexure4 to the Board's Report.

23] Risk Management

The Company is aware of the risks associated with its business. It regularly analysesand takes corrective actions for managing / mitigating the same. The Company periodicallyreviews its process for identifying minimizing and mitigating risks. The Board ofDirectors of the Company have framed a risk management policy and same is being adhered toby the Company. There are no risks which in the opinion of the Board threaten theexistence of the Company. However some of the risks which may pose challenges are set outin the Management Discussion and Analysis which forms part of this Report.

24] Annual Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard of Directors has carried out annual performance evaluation of its own performanceits committees and all directors of the Company as per the guidance notes dated January 52017 issued by the SEBI in this regard. The Nomination and Remuneration Committee has alsoreviewed the performance of Board and all directors of the Company as required under theCompanies Act 2013 and the Listing Regulations.

i. Criteria for evaluation of Board

Criteria for evaluation of Board broadly covers the competency experiencequalification of the Director diversity of the Board meeting procedures strategymanagement relations succession planning functions duties conflict of interestgrievance redressal corporate culture and values governance and compliance evaluationof risks etc.

ii. Criteria for evaluation of Committee

Criteria for evaluation of Committee cover mandate and composition effectivenessstructure and meetings independence of the committee from Board and contribution todecisions of the Board.

iii. Criteria for evaluation of Directors

These broadly cover qualification experience knowledge and competency ability tofunction as a team initiative attendance commitment contribution integrityindependence leadership participation at meetings knowledge & skill personalattributes leadership impartiality etc.

The Board of Directors expressed their satisfaction with the evaluation process.

25] Audit Committee

The Board of Directors has re-constituted the Audit Committee at its meeting held onFebruary 10 2017. Subsequent to the reconstitution the Committee comprises Mr. DipakPalkar Chairman Mr. Naishadh Parikh and Ms. Jonaki Bakeri. As per Section 177(8) of theCompanies Act 2013 and Listing Regulations the Board has accepted all therecommendations of the Audit Committee during the financial year 2016-17.

26] Vigil Mechanism

The Company has established a vigil mechanism to provide adequate safeguard againstvictimization and to provide direct access to the Chairman of Audit Committee inappropriate cases. This mechanism is available on the website of the Company.

27] Details of significant and material orders passed by the regulators or courts ortribunals

During the year under review there was no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

28] Particulars of Employees

The statement of disclosure of 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 (the Rules) are set out as Annexure 5to the Board's Report.

The statement of disclosures and other information as required under Section 197(12) ofthe Act read with Rule 5(2) and (3) of the Rules forms part of this Report. However asper first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of theRules the Report and Financial Statement are being sent to the Members of the Companyexcluding the statement of particulars of employees under Rule 5(2) of the Rules. AnyMember interested in obtaining a copy of the said statement may write to the CompanySecretary at the Registered Office of the Company.

29] Internal Financial Controls and its adequacy

The Company has laid down internal financial controls to ensure the systematic andefficient conduct of its business including adherence to Company's policies andprocedures the safeguarding of its assets the prevention and early detection of fraudsand errors the accuracy and completeness of the accounting record and timely preparationof reliable financial information. The same is reviewed by the Statutory Auditor andInternal Auditor at regular intervals and also by the Audit Committee.

During the year under review the Company has successfully implemented SAP tostrengthen the internal control systems.

30] Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An internal Complaints Committee has been set up to redresscomplaints regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

There were no complaints received during the year under review.

31] Deposit

The Company has not accepted any deposit during the year under review and no unclaimeddeposits or interest was outstanding as on March 312017.

32] Insurance

The insurable interests of the Company including building plant & machinerystocks vehicles and other insurable interests like loss of profits directors &officers' liability etc. are adequately covered.

33] SEBI order against Sharepro Services (I) Pvt. Ltd. (Sharepro)

During the year under review complaint lodged by the Company with the EllisbridgePolice Station Ahmedabad against Sharepro their employees and others has been convertedinto FIR. Accordingly based on investigation investigating officer has filed apreliminary charge sheet before Hon'ble Metropolitan Magistrate Court Ahmedabad in aCriminal case.

34] Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

As required under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 details relating to Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo are given as Annexure 6.

35] Business Responsibility Report

The Business Responsibility Report for the financial year 2016-17 as stipulated underRegulation 34 of the Listing Regulations is annexed to this Report as Annexure - 7.

36] Acknowledgments

Your Directors wish to express their appreciation for the efficient and loyal servicesrendered by each and every employee without whose whole-hearted efforts the overallsatisfactory performance would not have been possible.

Your Directors also wish to place on record their deep sense of appreciation for thevalued support & cooperation by OEMs distributors dealers service franchiseessuppliers C&FAs bankers and all other stakeholders of the Company and look forwardto their continued association with the Company. The Company will make every effort tomeet the aspirations of its Shareholders.

For and on behalf of the Board
Place : Ahmedabad Achal Anil Bakeri
Date : August 10 2017 Chairman and Managing Director
DIN - 00397573