You are here » Home » Companies » Company Overview » Thejo Engineering Ltd

Thejo Engineering Ltd.

BSE: 500492 Sector: Engineering
NSE: THEJO ISIN Code: INE121N01019
BSE 05:30 | 01 Jan Thejo Engineering Ltd
NSE 00:00 | 05 Mar 1234.50 3.25
(0.26%)
OPEN

1240.00

HIGH

1240.00

LOW

1234.50

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Thejo Engineering Ltd. (THEJO) - Director Report

Company director report

The Board of Directors are pleased to present the Thirty Fourth Annual Report of theCompany and its audited financial statements (standalone and consolidated) for theFinancial Year ended 31st March 2020. The summarised financial results for theyear ended 31st March 2020 are given below:

Rs in lakhs
Standalone Consolidated
Year Ended 31st March 2020 Year Ended 31st March 2019 Year Ended 31st March 2020 Year Ended 31st March 2019
Profit before Exceptional Items Interest 2671.43 2756.56 4934.50 3259.02
Depreciation and Tax
Less: Exceptional Item - - - -
Profit before Interest Depreciation and Tax 2671.43 2756.56 4934.50 3259.02
Less: Interest 339.13 396.80 459.29 452.59
Profit before Depreciation and Tax 2332.30 2359.76 4475.21 2806.43
Less: Depreciation 456.48 444.12 633.19 646.80
Net Profit before Taxes 1875.82 1915.64 3842.02 2159.63
Less: Taxation (Including Deferred Tax) 501.53 558.50 805.70 676.90
Net Profit After Tax before Transfer to Minority Interest 1374.29 1357.14 3036.32 1482.73
Less: Transfer to Minority Interest - - 522.66 147.02
Net Profit After Tax and Transfer to Minority Interest 1374.29 1357.14 2513.66 1335.71
Add: Brought forward from previous year 6479.68 5288.11 4845.23 3706.27
Balance Available for Appropriations 7853.97 6645.25 7358.89 5041.98
Appropriations:
Transfer to General Reserve - - - -
Dividend 172.24* 137.34 172.24* 137.34
Dividend Distribution Tax 35.40* 28.23 35.40* 28.23
Transfer to Statutory Reserve - - 45.48 31.18
Balance Carried over to Balance Sheet 7646.33 6479.68 7105.77 4845.23

* Dividend and Dividend Distribution tax pertain to the Financial Year 2018-19. Noappropriation for dividend has been made in the Accounts for the dividend recommended forthe Financial Year 2019-20 pending approval by the Members at the ensuing Annual GeneralMeeting in line with Accounting Standard (AS) 4.

REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

During the year under review your Company continued to focus on value-added productsand services. This has enabled the Company to maintain its Profitability. The financialperformance of the Company at standalone and consolidated levels are given below.

STANDALONE

Your Company recorded revenue (from operations) of Rs 20169.16 lakhs for the yearended 31st March 2020 as against Rs 19032.84 lakhs in the previous year. Itachieved an EBITDA of Rs 2671.43 lakhs (previous year Rs 2756.56 lakhs) resulting in anet profit of Rs 1374.29 lakhs as against Rs 1357.14 lakhs in 2018-19 registering amarginal dip of 3% in terms of EBITDA and a marginal growth of 1% in terms of net Profit.

CONSOLIDATED

The Consolidated Financial Statements of the Company have been prepared as perAccounting Standard 21 of the Institute of Chartered Accountants of India. The Company'sconsolidated revenue from operations in the year under review aggregated Rs 30389.76lakhs (previous year Rs 22946.89 lakhs) on which it made EBITDA of Rs 4934. 50 lakhs(previous year Rs 3259.02 lakhs) and net profit (after transfer to Minority Interest) ofRs 2513.66 lakhs as against Rs 1335.71 lakhs in 2018-19 registering a growth of 51% and88% in terms of EBITDA and net profit (after transfer to Minority Interest) respectivelyon the back of good performance registered by its subsidiaries Thejo Australia Pty LtdAustralia and Thejo Hatcon Industrial Services Company Saudi Arabia.

DIVIDEND

The Board of Directors are pleased to recommend payment of dividend of 50% i.e. Rs 5/-per equity share of Rs 10/- each for the Financial Year ended 31st March 2020(previous year: 50%). Based on the equity shares outstanding as on 31st March2020 the dividend would absorb an amount of Rs 173.02 lakhs (previous year - Rs 207.64lakhs taken together with Dividend Distribution Tax of Rs 35.40 lakhs). DividendDistribution Tax has now been abolished. Pursuant to the Finance Act 2020 the dividendincome will be taxable in the hands of the shareholders with effect from 1stApril 2020 and the Company is required to deduct tax at source ("TDS") fromdividend payable to the Members at the rates prescribed in the Income-tax Act 1961. Thedividend payment is subject to the approval of the Members at the ensuing Annual GeneralMeeting.

EMPLOYEES STOCK OPTION SCHEME

The Members of the Company at their 29th Annual General Meeting held on 26thAugust 2015 had approved the Thejo Employee Stock Option Plan 2015 ("ESOP2015") with a view to attracting and retaining the best talent and promotingincreased participation by the employees in the growth of the Company.

The Compensation / Nomination and Remuneration Committee of the Board inter aliaadministers and monitors the Employees' Stock Option Scheme 2015 of the Company.

During the year under review there were no material changes in the Employee StockOption Scheme 2015 of the Company and the Scheme is in compliance with the SEBIRegulations on ESOPs. Information in respect of options granted under the Thejo EmployeeStock Option Plan 2015 is given in Note 24.10 forming part of the Financial Statements. Asper Regulation 14 of SEBI (Share Based Employee Bene ts) Regulations 2014 read with SEBIcircular dated 16th June 2015 the details of the ESOPs are uploaded on theCompany's website http://www.thejo-engg.com/sites/ESOPs.pdf

During the year under review 79848 stock options were granted to eligible employeespursuant to the aforesaid Scheme. The total shareholding of the Company changed due to theallotments made under ESOP 2015. The details of movement in shareholding are as follows:

Date Details No. of equity shares No. of equity shares
Allotted (Cumulative)
1st April 2019 Opening Balance 3436952
5th June 2019 Allotment under ESOP 5200 3442152
22nd July 2019 Allotment under ESOP 2600 3444752
14th November 2019 Allotment under ESOP 4600 3449352
7th December 2019 Allotment under ESOP 4000 3453352
9th January 2020 Allotment under ESOP 7000 3460352

CREDIT RATING

During the Financial Year 2019-20 CRISIL has reaf rmed the long-term and short-termcredit rating on the bank facilities of the Company and revised the outlook of thelong-term rating from CRISIL BBB+/Stable to CRISIL BBB+/Positive and reaf rmed shortterm-rating as CRISIL A2.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS ENVIRONMENT

During the current Financial Year (FY 2019-20) core sector industries grew by 0.4%against 4.4% in the previous year. The lockdown on account of COVID-19 resulted in adecline of core sector industries by 9% in March 2020 resulting in the growth for thefull year dropping to 0.4%. Steel sector one of the major sectors catered by the Companyregistered lower growth of 3.4% during FY20 as against 5.1% in FY19. Internationally themining industry in Western Australia was stable during the FY19-20. This helped oursubsidiary in Australia to continue its Profitable operations. Aided by the initial supplyof products under a major order for maintenance and inspection services for conveyorsystems and supply of belt cleaning consumables Thejo Australia Pty Limited registeredsizeable growth in turnover and Profits. The economy of Saudi Arabia is estimated to havegrown at 0.3% in the year 2019 as against a growth of 2.4% in the year 2018. ConsequentlyThejo Hatcon Industrial Services Company registered a marginal growth in terms of turnoverand Profitability during the year. The Brazilian economy grew by about 1.1% during 2019 asagainst 1.3% in 2018. The operations of our subsidiary in Brazil remained steady duringthe year with marginal loss. The growth of the Chile economy is estimated to be 1.1% in2019 against 3.9% in 2018. Aided by the steady establishment of our products theoperations of our subsidiary in Chile registered good growth and turned Profitable duringthe year. Subject to the economic shock generated by COVID-19 the subsidiaries areexpected to grow in the medium term.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The core sector industries to which the Company caters registered a very marginalgrowth during the year under review compared to moderate growth in the previous year.During the year some of the steel sector assets which were referred for resolution underInsolvency and Bankruptcy Code 2016 were taken over by the successful bidders. Thisresulted in consolidation of steel sector to some extent.

The Company continued to focus on value-added products and on increasing servicesbusiness. This has resulted in marginal increase in the turnover and maintaining theProfitability. The Company continues to develop its overseas markets and focus on exportsas the domestic growth is expected to be average with cyclical pressures.

COMPANY PERFORMANCE AND KEY DEVELOPMENTS

As the Members are aware the Company is engaged in manufacturing rubber andpolyurethane-based engineered products marketing and servicing activities all under oneroof. The services business caters to installation operation and maintenance of conveyorbelts and allied services such as belt splicing pulley lagging belt reconditioning andrubber lining. The products business centres around design development manufacture andsupply of Rubber and Polyurethane-based engineered products for belt cleaning spillagecontrol flow enhancement impact and abrasion protection and screening applications.

The outbreak of COVID-19 pandemic has affected the business/economic activitiesglobally. In India the Central and State Governments imposed lockdown/restrictions fromthe last week of March 2020 to tackle the pandemic. As a result the manufacturingactivities of the Company were temporarily closed for a short period of time from the lastweek of March 2020. As many of the customers of the services and operation and maintenancedivisions of the Company fell under essential products/services/continuous operationplants the Company continued to serve them in line with their requirement and operationlevels. The restrictions have since been relaxed to various degrees. The Company iscurrently carrying its operations following all statutory guidelines and complying withnecessary safety and sanitary norms. A brief outlook on the expected impact of COVID-19 isgiven under "Future Outlook" section of this Report. Members may also refer toNote 24.13.7 forming part of the Financial Statements.

As part of the "Atma Nirbhar Bharat" Scheme the Government has revised thecriteria for Micro Small and Medium Enterprises. In terms of the revised criteria to beimplemented from 1st July 2020 the Company is eligible to be registered as aMedium Enterprise and avail the related benefits.

RESEARCH AND DEVELOPMENT

The R&D Centre is focussing on developing new and innovative products as well asbringing about continuous improvement of existing products so as to meet the needs of thecustomers and to tap new markets. The sustained efforts of the Research and DevelopmentTeam have helped the Company to develop diverse product ranges capable of withstandingsome of the hardest working conditions in core sector industries. During the year underreview the registration of the in-house R&D Centre was renewed by the Department ofScienti c and Industrial Research. The Company applied for patent in respect of threeproducts/inventions during the FY19-20.

SAFETY

As part of its policy of giving utmost importance to safety the Safety Department ofyour Company is continuously evaluating every process at its manufacturing as well as worksites and taking necessary steps for the safety of personnel as well as of properties. TheCompany conducts safety review on regular basis and takes appropriate steps based on thendings.

OPPORTUNITIES AND THREATS OPPORTUNITIES

The products as well as services offerings of the Company are intended for the coresector industries. The opportunities for the industry in which the Company operates areintertwined with the opportunities for core sector industries.

With the steel sector consolidating to some extent and the Central Governmentannouncing various policy measures in coal and mining sector there is a possibility ofnew business opportunities. Moreover the Company has a balanced portfolio of products andservices which helps to moderate the impact of cyclicality experienced by its customers.

Operation and Maintenance (O&M) is being viewed as one of the main areas withpotential new opportunities in the long run. Currently there is only a slender linebetween O&M and manpower supply. O&M is viewed as a commodity with consequentprice pressures. There are only a few projects where O&M contracts are being givenpurely based on performance parameters. The Company consciously stays away from O&Mcontracts in the nature of manpower supply and chooses only those contracts which will addvalue to the Company in the long run. We expect good potential in O&M in the long termas the market matures. The Company has shown reasonable growth in its exports. With thedomestic growth expected to be tepid exports would be an area of opportunity. The Companyis taking various measures to establish its products in the overseas markets. The Companybelieves that there will be good growth and returns from exports in the medium to longterm.

THREATS

The economic impact of COVID-19 is a major threat for the medium term. The businessenvironment is expected to evolve over the next few months as result of COVID-19 and itsaftermath. The impact on fall in demand pressure on operations and liquidity etc. areexpected to be felt by businesses in various sectors. The domestic product business isprone to cyclicality in the economy especially the core sector. The competition from theunorganized sector is a challenge for the services business of the Company. In Operation& Maintenance there is intense competition with manpower-based contracts being baggedby competition at lower prices especially during times of economic downturn.

Policy changes in respect of core sector industries will have a direct impact on thebusiness of the Company as it primarily caters to core sector industries in the domesticmarket.

International commodity prices and fortunes of the global mining industries will havean impact on the export prospects of the Company.

The prices of most of the raw materials used by the Company are volatile. The impact ofCOVID-19 is expected to play a role in the price of raw materials. The Company is doingits best to address this risk by framing appropriate procurement and pricing policies.

FUTURE OUTLOOK

The business and economic impact of COVID-19 is expected to be felt during FY21 withthe possibility of the impact continuing into FY22. The Central Government has announced aslew of policy liquidity and scal measures as part of the "Atma Nirbhar Bharat"Scheme announced by the Hon'ble Prime Minister. Implementation of these policies andschemes will play a crucial role in the economic growth in the medium term. While FY21 isexpected to be a year of economic turbulence the pace and extent of recovery will dependon the implementation of various policy measures. Under these circumstances the futureoutlook remains one of guarded optimism.

FINANCIAL PERFORMANCE

The financial performance of the Company in the year under review has shown reasonablegrowth. The turnover from Manufacturing Division has remained more or less in line withthe last year. The Services Division saw a better performance with increase in turnoverand Profitability. Exports have shown a growth of about 17% compared to the previous year.Your Company is expanding its business in the overseas markets through its subsidiariesand branch which is expected to improve the export turnover further.

The production of moulded and extruded rubber products was 1029 tonnes during 2019-20registering a marginal dip of 3% over the previous year (1057 tonnes). The production ofadhesives during the year under review was 338 tonnes showing a dip of 5% over theprevious year (356 tonnes).

SEGMENT WISE PERFORMANCE

Your Company has 3 segments of revenue – Manufacturing Units Service Units andOthers. Audited financial results of these segments are furnished in Note 24.4 formingpart of the Financial Statements.

RISKS AND CONCERNS

The Company has put in place Risk Management Policy and Procedures for identificationassessment management monitoring and minimization of risks. It has identified potentialrisks under various categories like Business Dynamics Operations LiquidityMarket/Industry Human Resources Systems and Disaster Management. The Company isperiodically reviewing the risks and their identification assessment monitoring andmitigation procedures. It does not perceive any major technological operationalfinancial or environmental risks in the near future.

However impact of COVID 19 volatility in commodity prices fluctuations in forex andconstraints in infrastructure are causes for concern in the near/medium future.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has adequate internal control systems combined with Delegation of Powersand periodical review of the process. The control system is also supported by internalaudits and management reviews of documented policies and procedures.

DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company continues to look at identify create and execute seamlessly initiativeswhich enhance productivity and efficiency. In order to enthuse the employee base andincrease the linear relationship between performance and reward increments/incentives andESOP are being provided based on performance. During the year the Company as part ofon-going exercise in skill upgradation deputed different classes of its employees toprogrammes and seminars which will help them to add to their professional knowledge andskills.

The Company will invest as hitherto in people through various initiatives which enablethe workforce to meet the production and service expectations and challenges relatedthereto and to infuse positive enthusiasm towards the organisation.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

During the Financial Year 2019-20 the Company registered a Profitability of Rs1374.29 lakhs against Rs 1357.14 lakhs in the previous year reflecting the low growthin core sector witnessed during the year and the impact of COVID 19 in the second half ofMarch 2020. As a result the Return on Net Worth was 13.75% during the year as against15.49% in the previous year. There were no significant changes in the other key financialratios.

CAUTIONARY STATEMENT

Certain statements in the Management Discussion and Analysis describing the Company'sviews about the Industry objectives and expectations etc. may be considered as‘forward looking statements.' The Company has tried to identify such statements byusing words such as ‘expect' ‘anticipate' ‘hope' ‘likely'‘plan' ‘projected' ‘believe' etc. While making these statements theManagement has made certain assumptions which it believes are prudent. There is noguarantee that the assumptions would prove to be accurate. Actual results may differsubstantially or materially from those expressed or implied in the statements. The Companyundertakes no obligation to update any of the forward looking statements whether as aresult of any future events change in assumptions or for any other reason whatsoever.The forward looking statements are purely intended to put certain things in perspectivebased on the assumptions and estimates of the Management and in no way solicit investment.Members and others are requested to make their own judgment before taking any decision toinvest further in the shares of the Company.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls commensurate with itssize. During the year such controls were tested and no reportable material weaknesseswere observed.

SUBSIDIARY COMPANIES

As on the date of this Report the Company has four subsidiaries namely Thejo HatconIndustrial Services Company Kingdom of Saudi Arabia (Thejo Hatcon) with 51% shareholdingThejo Australia Pty Ltd. Australia (Thejo Australia) with 74% shareholding Thejo BrasilComercio E Servicos Ltda Brazil (Thejo Brasil) with 99.99% shareholding and ThejoEngineering LatinoAmerica SpA Chile (Thejo Chile) with 99.80% shareholding.

PERFORMANCE OF SUBSIDIARY COMPANIES

Thejo Hatcon Industrial Services Company (Thejo Hatcon) is engaged primarily in rubberlining and related industrial services activities. During the period 1stApril 2019 to 31st March 2020 Thejo Hatcon achieved a turnover of SAR 8.20million (` 1580.14 lakhs) on which it made net profit of SAR 2.36 million (` 478.82lakhs).

Thejo Australia Pty Ltd (Thejo Australia) is a servicing Company primarily engaged inbelt splicing belt jointing maintenance and related activities. During the period 1stApril 2019 to 31st March 2020 Thejo Australia achieved a turnover of AUD18.87 million (` 8974.02 lakhs) with a profit of AUD 2.41 million (` 1107.84 lakhs).

Thejo Brasil Comercio E Servicos Ltda (Thejo Brasil) is mainly engaged in selling ofmaterials used in core sector industries for bulk material handling mineral processingand corrosion protection. During the period 1st April 2019 to 31stMarch 2020 Thejo Brasil achieved a turnover of BRL 0.63 million (` 101.97 lakhs) andincurred a loss of BRL 0.12 million (` 22.28 lakhs).

Thejo Engineering LatinoAmerica SpA (Thejo Chile) is primarily engaged in sellingmaterials used in core sector industries for bulk material handling mineral processingand corrosion protection. During the period 1st April 2019 to 31stMarch 2020 Thejo Chile achieved a turnover of USD 1.24 million (` 894.73 lakhs) with aprofit of USD 0.02 million (` 46.24 lakhs).

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

Particulars relating to conservation of energy technology absorption foreign exchangeearnings and outgo as prescribed under Sub-section 3(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are given in Annexure 1 formingpart of the Board's Report

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted a Corporate Social Responsibility Committee (CSRCommittee) with Mr.V.K.Srivastava as Chairman and Mr. K.J. Joseph Mr. Thomas John andMr. V.A. George as Members. The Committee has been entrusted with the responsibility offormulating and recommending to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company monitoring theimplementation of the framework of the CSR Policy and recommending the amount to be spenton CSR activities. The CSR Policy is provided in the Corporate Governance Report.

During the year 2019-20 the Company was required to incur CSR expenditure of Rs 26.68lakhs being 2% of the average net profits for the immediately preceding three FinancialYears. In compliance with this requirement the Company spent Rs 27 lakhs on eligibleprojects approved by the Board on the recommendation of the CSR Committee thus fullymeeting the CSR target for the year under review. Brief particulars of the CSR projectsundertaken are given in Annexure 2 forming part of the Board's Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 of Companies(Management & Administration) Rules 2014 is attached as Annexure 3 forming part ofthe Board's Report and the extract is uploaded on the Company's websitehttp://www.thejo-engg.com/thejo-admin/upload/allstatutory/mgt9_fy1920.pdf

NUMBER OF MEETINGS OF BOARD

Four meetings of the Board of Directors were held during year. Particulars of themeetings held and the Directors present are given in the Corporate Governance Reportwhich forms part of the Board's Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March2020 the applicable accounting standards have been followed and there are no materialdepartures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and ofthe profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

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

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section 3 of Section 178 of the Companies Act 2013adopted by the Board of Directors is given in the Corporate Governance Report forming partof the Board's Report.

AUDITORS' REPORT

The Auditors' Report for the year ended 31st March 2020 does not containany qualification.

AUDITORS

M/s.Brahmayya & Co. Chartered Accountants were appointed as Auditors at the 31stAnnual General Meeting of the Company held on 16th August 2017 to hold officeup to the conclusion of the 36th Annual General Meeting of the Company.

SECRETARIAL AUDIT

The Board appointed Mr. G. Porselvam Practising Company Secretary to conductSecretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report of Mr. G.Porselvam for the Financial Year is attached as Annexure 4 to the Board's Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

COST RECORDS

The Company is required to maintain cost records as specified by the Central Governmentunder sub-section 1 of Section 148 of the Companies Act 2013. The Company is accordinglymaking and maintaining such accounts and records.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of Loans given Investments made and Guarantees given which are required tobe disclosed under Section 186 (4) of the Companies Act 2013 are given in Annexure 5forming part of the Board's Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties required to be givenunder Section 188 (2) of the Companies Act 2013 in Form No. AOC-2 are set out inAnnexure 6 forming part of the Board's Report.

COMMITTEES OF THE BOARD

Currently the Company has five Committees of the Board of Directors namely the AuditCommittee Compensation/Nomination and Remuneration Committee Corporate SocialResponsibility Committee Shareholders' and Investors' Grievance Committee and AllotmentCommittee. The terms of reference of the Committees are provided in the CorporateGovernance Report forming part of the Boards' Report. The composition of the Committeesis as follows:

Name of the Committee Composition of the Committee Status
Audit Committee Mr. M P Vijay Kumar Independent Director Chairman
Mr. N Ganga Ram Independent Director Member
Mr. A Satyaseelan Independent Director Member
Mrs. Sujatha Jayarajan Independent Director Member
Compensation/Nomination and Mr. N Ganga Ram Independent Director Chairman
Remuneration Committee Mr. V K Srivastava Independent Director Member
Mr. M P Vijay Kumar Independent Director Member
Mrs. Sujatha Jayarajan Independent Director Member
Name of the Committee Composition of the Committee Status
Corporate Social Responsibility Mr. V K Srivastava Independent Director Chairman
Committee Mr. K J Joseph Non-Executive Director Member
Mr. Thomas John Non-Executive Director Member
Mr. V A George Managing Director Member
Shareholders' and Investors' Dr. C N Ramchand Independent Director Chairman
Grievance Committee Mr. V K Srivastava Independent Director Member
Mr. K J Joseph Non-Executive Director Member
Mr. Thomas John Non-Executive Director Member
Allotment Committee Mr. A. Satyaseelan Independent Director Chairman
Mr. K.J.Joseph Non-Executive Director Member
Mr. Thomas John Non-Executive Director Member
Mr. V.A. George Managing Director Member
Mr. Manoj Joseph Whole-time Director Member
Mr. Rajesh John Whole-time Director Member

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors without any exception.

VIGIL MECHANISM

The Company has put in place Whistle Blower Policy and established the requisite VigilMechanism for employees and Directors for reporting concerns about unethical behaviouractual or suspected fraud or violation of law to a designated Committee. The Committeeconsists of Mr. M.D. Ravikanth Chief Financial Of cer & Secretary Mr. S Premjit– Vice President Services and Mr. Thomas K Abraham – Vice President HR &Admin. This mechanism also provides for adequate safeguards against victimisation ofreporting employees. The Policy has been disseminated to all the employees through displayon Notice Board and the Company's website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. K.J. Joseph (DIN 00434410) Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.

Mr. Rajesh John (DIN 05161087) Whole-time Director retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment.

Mr. Manoj Joseph (DIN 00434579) was appointed as Whole-time Director up to 19thJune 2020 at the 29th Annual General Meeting held on 26th August2015. The Board of Directors on the recommendation of the Compensation / Nomination andRemuneration Committee have re-appointed Mr. Manoj Joseph as Whole-time Director anddesignated him as Deputy Managing Director and Chief Operating Officer of the Company fora period of 3 (three) years with effect from 20th June 2020 subject to theapproval of the Members. A brief resume of these Directors together with relatedinformation is given in the Notice convening the ensuing Annual General Meeting. The Boardrecommends their appointment / re-appointment as Directors of the Company.

Mrs. Sujatha Jayarajan was re-appointed as Independent Director of the Company for aperiod of five years with effect from 1st April 2020 by the Board of Directorsat their Meeting held on 28th May 2019 based on the recommendation of theCompensation/Nomination and Remuneration Committee. The re-appointment has been approvedby the Members at their 33rd AGM held on 19th August 2019. Mrs.Sujatha Jayarajan meets the criteria of integrity and has requisite expertise experienceand Proficiency to be an Independent Director of the Company.

The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013. None of the Independent Directors will retireby rotation at the ensuing Annual General Meeting.

BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performanceand that of its Committees and individual Directors. Section 178(2) of the Companies Act2013 requires the Compensation/ Nomination and Remuneration Committee to carry outevaluation of every Director's performance. Schedule IV of the Companies Act 2013 statesthat the performance evaluation of the Independent Directors is to be done by the entireBoard of Directors excluding the Director being evaluated.

Accordingly the Board of Directors carried out annual performance evaluation of theBoard Board Committees Individual Directors and Chairperson during the year underreview. The Compensation/ Nomination and Remuneration Committee duly carried outevaluation of every Director's performance. Similarly the performance of theNon-Independent Directors and of the Board as a whole was evaluated by the IndependentDirectors at a separate Meeting held by them. The evaluation of all the Directors made wason the basis of the criteria and framework adopted by the Compensation/Nomination andRemuneration Committee.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are attached as Annexure 7a to the Board's Report.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of top tenemployees in terms of remuneration drawn is attached as Annexure 7b to the Board's Report.During the Financial Year no employee received remuneration in excess of the limitsprescribed under Section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE

Your Company has voluntarily complied with the requirements of Corporate Governance tothe maximum extent possible. A report on Corporate Governance is attached as Annexure 8 tothe Board's Report.

GENERAL

Your Directors state that there were no transactions in respect of the following itemsduring the year under review requiring disclosure or reporting:

1. Deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Receipt of remuneration or commission by the Managing Director or the Whole-timeDirectors of the Company from any of its subsidiaries.

4. Significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future.

Your Directors further state that the Company has constituted an Internal ComplaintsCommittee and during the year under review there was no case led pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT

The Directors wish to thank the Company's Bankers for their continued support. TheDirectors also wish to thank the Company's customers and stakeholders for their patronage.

Your Directors place on record their appreciation of the good work done by theemployees of the Company at all levels.

For and on behalf of the Board

K J JOSEPH THOMAS JOHN V.A. GEORGE
Chennai Chairman Vice Chairman Managing Director
18th June 2020 DIN 00434410 DIN 00435035 DIN 01493737

.