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Tata Metaliks Ltd.

BSE: 513434 Sector: Metals & Mining
NSE: TATAMETALI ISIN Code: INE056C01010
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OPEN 631.25
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VOLUME 8973
52-Week high 975.10
52-Week low 585.00
P/E 13.06
Mkt Cap.(Rs cr) 1,575
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 631.25
CLOSE 629.25
VOLUME 8973
52-Week high 975.10
52-Week low 585.00
P/E 13.06
Mkt Cap.(Rs cr) 1,575
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tata Metaliks Ltd. (TATAMETALI) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 1st Integrated Report(prepared as per the framework laid down by the International Integrated ReportingCouncil) and the 28th Financial Statements on the business and operations of the Companyfor the Financial Year ended March 31 2018.

Financial Results

(` Crore)

Financial Year

Financial Year

Particulars

2017-18

2016-17

Gross Income from Sales & other operations (including other income)

1914.44

1411.55

Profit before interest depreciation and taxes

296.54

225.59

Less: Interest

47.09

37.50

Profit before depreciation and taxes

249.45

188.09

Less: Depreciation

49.07

36.43

Profit before taxes

200.38

151.66

Less: Provision for taxes including deferred taxes

41.20

35.61

Profit after taxes

159.18

116.05

Profit / (Loss) and credit balance brought forward

10.92

(97.22)

Re-measurement Gain/ (Loss) on defined benefit plans (Net of tax)

(0.07)

(1.82)

Amount available for appropriation

170.03

17.01

Appropriation:
Equity Dividend

6.32

5.06

Tax on Dividend

1.29

1.03

Transfer to General Reserve

-

-

Balance carried forward

162.42

10.92

Note:

The Company has adopted Indian Accounting Standard (referred to as‘Ind AS') with effect from April 1 2016 and accordingly these financial resultsalong with the comparatives have been prepared in accordance with the recognition andmeasurement principles stated therein prescribed under Section 133 of the Companies Act2013 ("Act") read with the relevant Rules framed thereunder and the otheraccounting principles generally accepted in India.

Financial & Operational Performance

We are pleased to report that your Company achieved total revenues of `1914 Crore in FY 2017-18 compared to ` 1412 Crore in FY 2016-17 registering a growth ofabout 36%. The EBITDA for FY 2017-18 was ` 297 Crore which is higher by 31% compared to `226 Crore in FY 2016-17.

Your Company recorded its highest ever Profit Before Tax (PBT) of ` 200Crore which is 32% higher than that in FY 2016-17 led by significantly higher salesvolume in both Pig Iron and Ductile Iron pipes businesses. While the Pig Iron businessrecorded a 46% growth in sales volume the Ductile Iron Pipe business grew by 15% in salesvolume terms and recorded 18% growth in sales revenue compared to the previous year. Theperformance of your Company is primarily attributable to higher sales benefits arisingout of structural cost reduction and capacity enhancement projects commissioned in thelast couple of years along with improved business synergies and focus on variousimprovement initiatives.

Pig Iron (PI)

During the year under review your Company has recorded its highestever production of hot metal at 499540 tonnes representing a 31% increase over lastyear. This was achieved despite various macroeconomic challenges including significantlyhigh coal and coke cost. Out of the total hot metal produced 39% was value added intoDuctile Iron Pipes and balance was cast into pig iron. The increase in hot metalproduction was primarily on account of the full availability of the blast furnacesthroughout the year including the upgraded MBF#1 and various operational improvementinitiatives. This has translated into 46% increase in PI sales over the previous year.

Ductile Iron Pipe (DIP)

The DIP business of your Company continues on an upward trajectory withproduction growth of 11% over previous year. Production of DIP crossed the nameplatecapacity with highest ever production and sales of finished pipes. The productionperformance helped your Company to increase sales volume by 15% over the previous year andachieve the highest ever turnover of DIP. The increase in numbers is attributable to theoperational excellence of the DIP division along with efficient management of the productmix and selection of right customer segments.

Dividend

Your Board has recommended a dividend of ` 3/- per Equity Share of

` 10/- each for FY 2017-18 (previous year ` 2.50/- per equity share).

The dividend on Equity Shares recommended by the Board is subject tothe approval of the Members at the ensuing Annual General Meeting (AGM) to be held on July2 2018. The dividend if declared will be paid to the eligible Members on orbefore July 7 2018. The total equity dividend outgo works out to 5.75% (FY 2016-17:6.56%) of the net profit after tax. The dividend pay-out is in accordance with theCompany's efforts to pay sustainable dividend linked to long-term growth objectives of theCompany and enhancing stakeholder value. The Register of Members and Share Transfer Bookswill remain closed from June 23 2018 to July 2 2018 (both days inclusive) for thepurpose of payment of dividend for FY 2017-18 and the AGM.

Transfer to Reserves

Your Directors do not propose to transfer any amount to the generalreserve.

Change in Share Capital

As reported last year the amalgamation of Tata Metaliks DI PipesLimited (TMDIPL) with your Company came into effect from December 22 2016.Pursuant to the said amalgamation the entire authorised share capital of TMDIPL has beentransferred and added to the authorised share capital of your Company.

The Non-Cumulative Redeemable Preference Shares of your Companyaggregating ` 100.00 Crore which carried a fixed coupon rate of 8.5% p.a. were fullyredeemed at par on its due date i.e. on March 31 2018. There has been no other change inthe capital structure of your Company during the year under review.

Capex and Liquidity

During the year under review the Company incurred capital expenditureof approx. ` 60 Crore which has been funded through internal accruals. The liquidityposition remains stable with undrawn lines of both fund-based and non-fund based limitssanctioned by banks.

Credit Ratings

Your Company enjoys a sound reputation for its prudent financialmanagement and its ability to meet financial obligations. The long-term credit rating ofyour Company was revised to [ICRA] AA- (stable outlook) from A+ (positive outlook) byICRA. The credit rating for short-term facilities was reafirmed to [ICRA] A1+.

Integrated Report

In continuation with our commitment to the society we are delighted toreport that your Company has adopted the <IR> framework developed by theInternational Integrated Reporting Council (IIRC). Integrated Report is a governance-basedreporting framework unlike the traditional compliance-based reporting. The <IR>framework seeks to comprehensively present to its stakeholders the measures beingundertaken to create long-term sustainable value by reaching out to the variousstakeholders. <IR> focuses on integrated thinking for decision making and aims toimprove the quality of information enhance accountability and promote a cohesive andefficient approach to corporate reporting. The adoption of integrated reporting reflectsour passion and commitment towards a comprehensive value creation process.

Accordingly your Directors present the 1st Integrated Report of yourCompany for the financial year ended March 31 2018.

Management Discussion and Analysis

The Management Discussion and Analysis Report in compliance withRegulation 34(2)(e) of the Listing Regulations forms an integral part of this report andis annexed herewith as Annexure A.

Subsidiaries Joint Ventures and Associates

Your Company does not have any subsidiary associate and joint ventureCompany. Accordingly the requisite disclosure as per Section 129(3) of the Companies Act2013 (Act) in Form AOC-1 is not applicable.

Sustainability

The Tata Group core values act as the bedrock of your Company'ssustainability initiatives to achieve triple bottom-line approach viz. socialenvironmental and financial. Your Company continues to create positive influence on thecommunity and all other stakeholders through its sustainability-related initiatives andactions. Your Company focusses on creating awareness on sustainability sharing bestpractices and incorporating valuable sustainability initiatives on various materialityissues which can have a positive impact on all stakeholders in the value chain.

Safety and Health

Safety and Health remains your Company's top most priority with primaryfocus on developing a safety culture among employees. Your Company is constantly workingtowards enhancing safety standards adopting safe working processes addressing safetyrisks and mitigating safety & health hazards. Throughout the year various safetyinitiatives have been taken to increase awareness and competence among the employees. TheCompany launched a Felt Leadership safety training for its executives to sensitise andbuild leadership competence on safety; regular safety ‘Line Walks' were alsoinitiated to ensure that there is no compromise on safety even at the remotest corners ofthe work place.

Environment

Your Company remains committed and focused towards minimisingenvironmental impact of its operations and continues to adopt sustainable practices toimprove its environmental performance. Aligned with the Group values compassion forenvironment under Corporate Citizenship is deeply embedded in your Company's vision. YourCompany's ISO 14001 ISO 27001 and OHSAS 18001 certified manufacturing plant at Kharagpurcontinues to focus on operational excellence aimed at resource and energy efficiencyalong with recovery reuse and recycling of waste to minimise ecological footprint.

Customer Relationship

Your Company continuously endeavours to understand the unique needs ofits customers and deliver value. The Company's focus on "Customer Centricity" asone central theme and aims to become "The Supplier of Choice" throughwell-structured marketing and sales initiatives. This includes a holistic process tounderstand customers' requirements including unarticulated needs achieve customersegmentation and obtain feedback through various mechanisms to deliver on 3-D customerpromise i.e. – Develop deep insight; Deliver outstanding products andservices; and Delight customers at all touch points.

The Company continuously learns from customer interactions and createsvalue propositions for them which improve their competitiveness in their businesses. TheMarketing and Sales team works closely with customers to obtain clear understanding oftheir unique needs. Thereafter the operations and logistics teams work together to servethem with products and services with the objective of exceeding their expectations. Thereis also a structured complaint management system in place which not only captures customercomplaints proactively but also resolves them to the satisfaction of the customers. TheCompany will increasingly leverage digital platforms for marketing products and improvingcustomer engagement.

Human Resource Management & Industrial Relations

Your Company considers its employees as the most valuable resource andensures the strategic alignment of human resource practices to business priorities andobjectives. The Company's mission is to create a workforce that is competent engaged andsocially sensitive. Driven by this mission the HR function has two-fold objectives (a)To be the Employer of Choice for its employees in the market; and (b) To developprocesses which sustain a happy positively engaged and socially sensitive workforce.

This year there has been immense focus on building the know-how toassess internal capabilities and capacity thereby taking manpower related decisions basedon the same. The Company took significant and tangible steps towards building capabilityin various spaces such as digitisation analytics and strengthening strategic areas. Thiswas driven by investing in capabilities externally and hiring suitable resources from themarket. The focus was also on building the leadership pipeline through campus recruitmentsand pre-placement offers from premier institutes. A Campus Placement Committee (CPC) is inplace to drive and oversee the campus hiring process. Initiatives have been taken forhiring socially disadvantageous sections which demonstrates your Company's commitmenttowards Afirmative Action and diversity. As an equal opportunity employer work practicesare built into talent acquisition and retention process to encompass employees acrossvaried geography culture industry and experience.

The Company was focused on its journey of cost leadership across thevalue chain that required leveraging enterprise-wide synergies and achieving processefficiencies. Organisation restructuring and redesign was done to achieve operationalefficiencies leverage on economies of scale and optimise the workforce deployment. TheCompany also invested to rejuvenate competence through training and personal developmenton one hand and lateral movements across functions and divisions on the other whichtranslated into higher engagement and exposure to new opportunities.

The Company has enjoyed cordial relations with its employees and unionsat its factory and offices and has received support in implementation of reforms thatimpact safety quality cost efficiency and productivity improvements across alllocations.

Employee engagement is a thrust area of your Company. The Company usesvarious methods for determining the factors that affect workforce engagement andsatisfaction. Employee engagement and satisfaction results have shown an upward trend.With an aim to improve the employee engagement the Company has taken up a number ofinitiatives including digital ones. A Reward & Recognition (R&R) portal is underimplementation. An R&R scheme to encourage safe behaviour was also introduced and thiscovered all categories of employees including contract employees. A full-_edged HR portalcovering all employees is also planned to be developed shortly.

Particulars of Employees

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report as AnnexureB. In terms of the provisions of Section 197(12) of the Act read with sub-rules (2)and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement containing names and other related particulars of prescribedemployees is annexed and forms part of this report.

Corporate Social Responsibility

Your Company is committed to improve the quality of life of thecommunities in its focus areas through long-term value creation for all its Stakeholdersthrough its various Corporate Social Responsibility (CSR) initiatives. This objective isalso aligned with the core purpose of the Tata Group.

We remain focused to improve the quality of life and engage withvarious communities through interventions in areas of health education sanitationinfrastructure development etc. Your Company carries out its CSR activities through‘Sadbhavna Trust'. Brief details on various focus areas of interventions are part ofthe Annual Report on CSR activities annexed to this report as Annexure C. ThePolicy adopted by the Company can be viewed at http://www.tatametaliks.com/static-files/pdf/sustainability/Corporate-Social-Responsibility-Accountability-Policy.pdf.

During the year under review a sum of ` 324.19 Lakh was spent on CSRand Afirmative Action initiatives against the minimum statutory requirement of `295.65Lakh under the Act. The Annual Report on CSR activities in terms of Section 135 of theAct and the Rules framed thereunder is also annexed herewith.

Corporate Governance

Your Company believes in transparent and ethical corporate governancepractices. The Company's approach to Corporate Governance transcends across its businessoperations and its stakeholders at large to create long term sustainable value.

We are pleased to report that during the year under review yourCompany won the ICC Corporate Governance and Sustainability Vision Awards 2018 in theCorporate Governance category.

Pursuant to Regulation 34(3) of the Listing Regulations a separatesection on Corporate Governance and a Certificate regarding compliance of conditions ofCorporate Governance from a Practicing Company Secretary is part of this report as AnnexureD.

Board and Committee Meetings

The Board of Directors of your Company met 7 (seven) times during FY2017-18. The details of the composition of the Board its various Committees meetingsheld and attendance of the Directors at such meetings are provided in the CorporateGovernance Report. The intervening gap between any two (2) meetings was within the periodprescribed under the Act and the Listing Regulations.

Policy on Appointment and Remuneration of Directors Key ManagerialPersonnel and Other Employees

Your Company has a well-defined policy for appointment of DirectorsKey Managerial Personnel (KMP) and other employees including their remunerations. TheNomination and Remuneration Committee (NRC) functions in consultation with the Board andfollows the guidelines of this policy in letter and spirit while selecting candidate(s)for appointment of Director(s) and/ or KMP(s). The NRC recommends to the Board suitablecandidates based on their qualifications positive attributes and experiences for BoardMembership. The Policy on appointment and removal of Directors is available on our websiteat www.tatametaliks.com/static-files/pdf/policies/TML-NRC-policy.pdf.

Familiarisation Programme for Independent Directors

In compliance with the provisions of the Listing Regulations yourCompany facilitates various programmes / awareness sessions to familiarise IndependentDirectors with respect to the nature of the industry in which the Company operatesbusiness model of the Company the roles rights and responsibilities of IndependentDirectors etc. Details of the familiarisation programmes for Independent Directors areprovided in the Corporate Governance Report annexed herewith and the policy as adoptedby the Company is also available on our websitehttp://www.tatametaliks.com/static-files/pdf/policies/ policy-prog-Director.pdf.

Board Evaluation

The NRC and the Board of Directors of the Company have laid down theprocess and criteria for annual performance evaluation of the Board its Committees andindividual Directors.

During the year under review the evaluation process was carried outfor the Board its various Committees and individual Directors. The evaluation processsought feedback on various parameters. This includes discharge of respectiveresponsibilities timeliness of flow of information along with its quality and quantityindependence of judgment and effectiveness of deliberations.

The Chairman of the Board and the NRC together sought one-on-onefeedback from all Directors. The feedback sessions were conducted to obtain inputs oninter-alia the effectiveness of the Board and its various Committees. The NRC andsubsequently the Board discussed and collated the feedback received.

The Independent Directors met on March 19 2018 and reviewed theperformance of the Non-Executive Directors and the Board as a whole including theChairman.

The evaluation process found overall performance of the Boardsatisfactory in working cohesively as a team to guide the Company to attain its growthvision. The Board also appreciated and bestowed full confidence in the Chairman and theManagement in guiding the Company through various challenges to be the best performeramongst the Tata Steel group companies.

Additionally the evaluation process compared the evaluation reports ofearlier years and reviewed the areas where improvements have been made and the areas wherefurther improvement is desired. The Board decided to improve its performance in generaland in the specific focus areas.

Remuneration Policy for the Board and Other Employees

The policy on remuneration of the Directors KMPs and other employeeswas approved and adopted by the NRC and the Board on March 30 2015. The said policy aimsto ensure that the level and composition of remuneration for Directors KMPs and otheremployees is sufficient and reasonable to attract pool retain and motivate them. Theremuneration involves a balance between fixed and variable pay reflecting short andlong-term objectives of the Company.

During the year under review there has been no change in the Policy.The said policy is available on our website at http://www.tatametaliks.com/static-files/pdf/policies/TML-NRC-policy.pdf.

Independent Directors' Declaration

The Company has received requisite declaration from each IndependentDirector in accordance with the provisions of Section 149(7) of the Act and the ListingRegulations stating they meet the criteria of independence as per Section 149(6) of theAct and the Listing Regulations.

Directors

Inductions

As already reported last year the Board had appointed Mr. SandeepKumar (DIN: 02139274) as a Whole-time Director (designated as an Executive Director) ofthe Company for a period of 3 (three) years w.e.f. April 10 2017.

The Board of Directors subsequently at its meeting held on June 12017 appointed Mr. Kumar as the Managing Director of the Company for a period of 3(three) years w.e.f. July 1 2017.

The Members have already approved the said appointments at the lastAnnual General Meeting held on July 26 2017.

Re-appointment

In compliance with the provisions of Section 152 of the Act read withArticle 110 of the Articles of Association of the Company Mr. Koushik Chatterjee (DIN:00004989) will retire by rotation at the ensuing AGM and is eligible for re-appointment.

The Board recommends and seeks your support in confirmingre-appointment of Mr. Chatterjee. The profile and particulars of experience attributesand skills that qualify Mr. Chatterjee for Board Membership are disclosed in the Noticeconvening the AGM.

Cessation

As reported last year Mr. Sanjiv Paul (DIN: 00086974) relinquishedoffice as Managing Director of the Company at the close of business hours on June 302017. He continues on the Board as a Non-Executive Director w.e.f. July 1 2017.

Key Managerial Personnel

As already reported last year Mr. Sanjiv Paul held the position as aKey Managerial Personnel till the close of business hours of June 30 2017. Mr. SandeepKumar has become a Key Managerial Personnel w.e.f. April 10 2017. There has beenno other change with respect to the other KMPs.

The remuneration and other details of Key Managerial Personnel for FY2017-18 are duly disclosed in Form MGT-9 forming part of this report.

Audit Committee

The Audit Committee is duly constituted as per the provisions of theAct applicable Rules framed thereunder read with the Listing Regulations. The primaryobjective of the Committee is monitoring and supervising the Management's financialreporting process to ensure accurate and timely disclosures with highest levels oftransparency integrity and quality of financial reporting. During the financial yearthere has been no instance where the Board has not accepted any recommendation of theCommittee.

The Committee met 7 (seven) times during the year the details of termsof reference of the Committee number and dates of meetings held and attendance of Membersduring the year are part of the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy

Your Company has a Vigil Mechanism policy in place to provide a formalmechanism for all Directors employees business associates and vendors of the Company toapproach the Ethics Counsellor / Chairman of the Audit Committee. The mechanism can beused to make protective disclosures about any unethical behaviour actual or suspectedfraud or violation of the Tata Code of Conduct (TCoC). The Whistle Blower Policy is anextension of the TCoC which requires every Director/ employee / business associate/ vendorto promptly report to the Management any actual or possible violation of the TCoC or anyevent which he or she becomes aware of that could affect the business or reputation ofthe Company.

During the year under review none of the Directors / employees /business associates/ vendors was denied access to the Ethics Counsellor / Chairman of theAudit Committee. The said policy is available on the Company's website athttp://www.tatametaliks.com/static-files/pdf/ policies/whistleblower-policy.pdf.

Internal Control Systems

The Board of Directors of your Company is responsible for ensuring thatInternal Financial Controls (IFC) are laid down in the Company and that such controls areadequate and operate effectively. The Company's IFC framework is commensurate with itssize scale and complexity of operations. The framework has been designed to providereasonable assurance with respect to recording and providing reliable financial andoperational information complying with applicable laws safeguarding assets fromunauthorised use executing transactions with proper authorisation and ensuringcompliances with corporate policies. The controls based on the prevailing businessconditions and processes have been tested during the year and there was no reportablematerial weakness in the design or effectiveness. The framework on IFC over FinancialReporting has been reviewed by the internal and external auditors.

The Audit Committee reviews the reports submitted by the InternalAuditors in its meetings. The Audit Committee whenever it deems fit engages inindependent discussions with the external auditor and the Management to discuss theadequacy and effectiveness of internal financial controls. The details of the IFC systemand their adequacy are included in the Management Discussion and Analysis.

Related Party Transactions

In compliance with the provisions of the Act and the ListingRegulations each Related Party Transaction (RPT) is placed before the Audit Committee forprior approval. A prior omnibus approval of the Audit Committee is obtained on a yearlybasis for the transactions which are foreseen and repetitive in nature. The transactionspursuant to the omnibus approval so granted is subject to audit and a detailed quarterlystatement of all RPTs is placed before the Audit Committee for its review. The quarterlystatement is supported by a Certificate duly signed by the Chief Financial Officer. Thepolicy on RPTs as approved by the Board is available on the Company's website athttp://www. tatametaliks.com/static-files/pdf/policies/rpt-policy.pdf.

During the year under review all RPTs were on Arm's Length Price basisand in the Ordinary Course of Business and hence do not fall under the ambit of Section188(1) of the Act.

In view of the above the disclosure required under the Act in FormAOC-2 is not applicable for FY 2017-18.

During the year under review approval of Members was sought by way ofPostal Ballot for entering into a material RPT. The material RPT with Tata Steel Limitedwas duly approved by the Members with the requisite majority on December 19 2017. TheNotice of Postal Ballot voting results and other information is available on http://www.tatametaliks.com/investors/postal-ballot-2017.aspx.

There was no other material RPT entered into by the Company withPromoters Directors KMPs or other designated persons during FY 2017-18 except thosereported in the financial statements.

Approval of shareholders is being sought for 3 (three) material RPTs atthe ensuing AGM.

None of the Directors or KMPs had any pecuniary relationships ortransactions with the Company during FY 2017-18.

Risk Management

Your Company has an effective risk management framework foridentifying prioritising and mitigating risks which may impact attainment of short andlong-term business goals of your Company. The risk management framework which is based onour holding Company's risk management process is aligned with strategic planningdeployment and capital project evaluation process of the Company. The process aims toanalyse internal and external environment and manage economic financial marketoperational compliance and sustainability risks and capitalises opportunities forbusiness success. The Company has mapped key risk areas which may affect business andoperational objectives of your Company. These risks are periodically revisited againsttheir respective mitigation plans. The Board has a separate Risk Management Committeeconsisting of Directors and a management representative. The Committee meets at periodicintervals and monitors evaluates and strengthens the effectiveness of risk managementframework of the Company. Brief overview of the Risk Management process is also part ofthe Integrated Report.

Directors' Responsibility Statement

Based on the framework of IFC established and maintained workperformed by the internal statutory cost and secretarial auditors and the externalagencies including audit of internal financial controls over financial reporting by thestatutory auditors and the reviews performed by Management and the Audit Committee theBoard is of the opinion that the Company's internal financial controls were adequate andeffective during FY 2017-18.

Accordingly pursuant to the provisions of Section 134(3)(c) read withSection 134(5) of the Act the Board of Directors to the best of its knowledge andability confirm that: a) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period; c) the Directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts on a going concern basis; e) the Directors have laid downinternal financial controls in the Company and that such internal financial controls areadequate and were operating effectively; and f) the Directors have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

Auditors

Statutory Auditors

Messrs Price Waterhouse & Co Chartered Accountants LLP CharteredAccountants (ICAI Registration No.304026E/E300009) were appointed as the StatutoryAuditors of the Company at the 27th AGM of the Company. The appointment was for a term of5 (five) consecutive years from the conclusion of 27th AGM till the conclusion of 32nd AGMof the Company.

The proposal to ratify appointment of Messrs Price Waterhouse & CoChartered Accountants LLP (Firm Registration No. 304026E/ E-300009) as the StatutoryAuditors was considered and approved by the Board upon recommendation of the AuditCommittee. Accordingly the proposal to ratify their appointment forms part of the Noticeconvening the ensuing AGM.

It is to be noted that the Companies (Amendment) Act 2017 has omittedthe provision for seeking rati_cation of such appointment at every intervening AGM.However the said omission is yet to be notified as on the date of this report. Hence theprovision requiring such rati_cation stands as on date. In case the said omission isnotified on or before the date of the ensuing AGM then the related agenda in the Noticeof AGM would not be considered.

Secretarial Auditor

In compliance with the provisions of Section 204 of the Act and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors upon the recommendation of the Audit Committee has approved the appointment ofMr. P. V.

Subramanian Company Secretary in Whole-time-Practice [C.P. No. 2077(ACS-4585)] as the Secretarial Auditor of the Company for the Financial Year ending March31 2019. The Secretarial Audit Report for the financial year ended March 31 2018 inForm MR-3 forms an integral part of this report and is annexed herewith as Annexure E.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act and the Companies(Cost Records and Audit) Rules 2014 your Company is required to have its cost recordsaudited by a Cost Accountant in practice. The Board of Directors upon the recommendationof the Audit Committee has approved the appointment of M/s. Shome & Banerjee CostAccountants (Firm Registration No: 000001) as the Cost Auditors of the Company for theFinancial Year ending March 31 2019. Pursuant to Section 148 of the Act read with Rule14(a)(ii) of Companies (Audit and Auditors) Rules 2014 rati_cation of the remunerationof Cost Auditors is being sought from the Members of the Company at the ensuing AGM. Thedetails of the same are provided in the Notice convening the AGM.

Auditors' qualification

There are no qualifications in the respective reports of the StatutoryAuditors Secretarial Auditor and Cost Auditors.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specifiedunder Section 143(12) of the Act.

Extract of Annual Return

In compliance with Section 134(3)(a) of the Act the extract of theAnnual Return in Form MGT 9 as per Section 92 of the Act and the Rules framed thereunderforms an integral part of this report and is annexed herewith as Annexure F.

Disclosure as per Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013

Your Company has zero tolerance towards sexual harassment at workplace.It has a well-defined policy in compliance with the requirements of The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rulesframed thereunder. An Internal Committee (IC) is in place to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary traineesetc.) are covered under this Policy. The Company has not received any complaint of sexualharassment during FY 2017-18.

Significant and Material Orders Passed by the Regulators or Courts

There has been no significant and material order(s) passed by anyRegulator(s) or Court(s) or Tribunal(s) impacting the going concern status of theCompany's operations. However Members' attention is drawn to the statement on contingentliabilities and commitments in the notes forming part of the Financial Statements.

No material changes and commitments have occurred after the close ofthe financial year till the date of this Report which affects the financial position ofthe Company for the reporting period.

Particulars of Loans Guarantees or Investments

Your Company did not provide any loan directly or indirectly to anyperson or to other body corporate nor did it give any guarantee or provide any securityin connection with a loan to any other body corporate or person during the financial yearunder review. The Company has certain long term non-current investments as detailed inthe ‘Notes to the Financial Statements'; and all such investments are in compliancewith Section 186 of the Act.

Deposits

Your Company has not accepted any fixed deposits nor does the Companyhave any outstanding deposits under Section 73 of the Act read with the Companies(Acceptance of Deposit) Rules 2014 as on the date of the Balance Sheet.

Energy Conservation Technology Absorption and Foreign ExchangeEarnings & Outgo

Details of energy conservation technology absorption and foreignexchange earnings and outgo are annexed herewith as Annexure G.

Awards and Accolades

As already stated elsewhere in this report your Company was declaredWinner in the Corporate Governance category of the ‘ICC Corporate Governance andSustainability Vision Awards 2018'.

Other Disclosures

The Company has proper and adequate systems and processes in place toensure compliance with all applicable Secretarial Standards issued by The Institute ofCompany Secretaries of India. No disclosure or reporting is made in respect of thefollowing items as there were no transactions or change during the year under review:Details relating to deposits covered under Chapter V of the Act; Issue of equity shareswith differential rights as to dividend voting or otherwise; Issue of shares to theemployees of the Company under any scheme (sweat equity or stock options) The Company doesnot have any scheme or provision of money for the purchase of its own shares by employeesor by trustees for the benefit of employees; There was no revision in the financialstatements other than as required to be done as per Ind AS; and There was no change in thenature of business.

Acknowledgements

Your Directors take this opportunity to thank all its Stakeholdersi.e. members customers vendors dealers investors business associates and bankers fortheir continued support during the year. They place on record their deep sense ofappreciation for the contribution made by Senior Leadership team and employees at alllevels across the organisation. The resilience to meet and successfully overcome severalchallenges was possible due to their hard work solidarity co-operation and support.

Your Directors also express their deep sense of gratitude towardsvarious Governments and regulatory authorities for their continued support and lookforward to their guidance in the future.

Cautionary Statement: Statement in the Directors' Report andManagement Discussion & Analysis Report describing the Company's expectations may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may vary materially from those expressed in the statement. Important factors thatcould influence the Company's operation include global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their costs changes in government policies and tax laws economicdevelopment of the country and such other factors which are material to the business ofthe Company.

The Company assumes no responsibility to publicly amend modify orrevise any forward looking statements on the basis of any subsequent developmentsinformation or events.

On Behalf of the Board of Directors

Koushik Chatterjee

Place: Mumbai

Chairman

Date: April 26 2018

DIN: 00004989