Dear Shareholders,
The Directors have pleasure in presenting the Sixty Seventh Annual
Report for the financial year ended 30th September, 2012.
FINANCIAL RESULTS (Rs. Crores)
Particulars 30.09.12 30.09.11
Gross Revenue 4046.10 3305.78
Excise Duty 103.32 25.96
Net Revenue 3942.78 3279.82
Profit Before Interest, Depreciation,
Amortisation, Exceptional Items & Tax 231.14 189.71
Finance Cost 96.44 55.77
Profit Before Depreciation, Amortisation,
Exceptional Items & Tax 134.70 133.94
Depreciation and Amortisation 48.43 37.97
Profit/(loss) Before Tax, Exceptional Items
& Tax 86.27 95.97
Exceptional Income 1.68 4.65
Profit Before Tax 87.95 100.62
Tax 18.35 (19.47)
Profit After Tax 69.60 120.09
FINANCIAL PERFORMANCE
The Net Revenue of the Company for the year was Rs. 3942.78 Crores as
against Rs. 3279.82 Crores in the previous year showing a growth of
20.21%. Sale of Tractors during the year was 60673 as against 63420 in
the previous year.
Profit before Interest, Depreciation, Amortisation, Exceptional Items &
Tax stood at Rs. 231.14 Crores against Rs. 189.71 Crores in the
previous year.
Profit Before Tax (PBT) stood at Rs. 87.95 Crores against Rs. 100.62
Crores in the previous year and Profit After Tax (PAT) stood at Rs.
69.60 Crores against Rs. 120.09 Crores in the previous year. Earnings
per share stands at Rs. 5.84 for the current year vis a vis Rs. 11.74
last year. MANAGEMENT DISCuSSIoN AND ANALYSIS Management Discussion
and Analysis (refer page 10 to 18), which forms an integral part of
this Annual Report; provides a more detailed analysis on the
performance of individual businesses and their outlook.
DIVIDEND
Your Directors are pleased to recommend a dividend @ 12% i.e. Rs. 1.20
per Equity Share of Rs. 10 each for the year ended 30th September,
2012, payable to those Shareholders whose names appear in the Register
of Members as on the Book Closure Date, subject to the approval of
shareholders at the ensuing Annual General Meeting.
SCHEME OF ARRANGEMENT AND COMPROMISE
A Scheme of Arrangement and Amalgamation under Section 391 to 394 of
the Companies Act, 1956 for the amalgamation of Escorts Construction
Equipment Limited (''ECEL''), Escotrac Finance and Investments Private
Limited (''Escotrac'') and Escorts Finance Investments and Leasing
Private Limited (''EFILL'') (together ''Transferor Companies'') with the
Company (hereinafter referred to as ''the Scheme''), has been sanctioned
by the Hon''ble High Court of Punjab and Haryana at Chandigarh vide its
order dated 9th August, 2012 and upon necessary filings with the
Registrar of Companies, NCT of Delhi and Haryana by the Transferor
Companies and Transferee Company, the Scheme has become effective on
12th October, 2012 and the effect thereof has been given in the
financial statements from 1st October, 2011 being the appointed date
under the Scheme.
Pursuant to the Scheme, the issued and paid up share capital of the
Company has increased from Rs. 105.62 crores to Rs. 122.58 crores as
1,69,58,842 equity shares were allotted to the shareholders of the
transferor companies. The Authorized Share Capital of the Company
stands enhanced to Rs. 1289 crores.
The investments held by the Company in the merging entities have been
cancelled and wherever required the investment held by the later were
transferred to the Escorts Benefit and Welfare Trust in accordance with
the Scheme. Furthermore, pursuant to the scheme, Rs. 97.40 crores,
being the difference between the net assets of the transferor companies
and the purchase consideration issued by the Company is adjusted in
Reserves of the Company.
EMPLOYEE STOCK OPTION SCHEME
Disclosure pursuant to the SEBI (Employees Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999 is enclosed at
Annexure - A and forms part of this Directors'' Report for the year
ended 30th September, 2012.
DIRECTORS
In accordance with the provisions of Companies Act, 1956 and Articles
of Association of Company, Dr. S.A. Dave and Mr. S.C. Bhargava,
Directors retire by rotation at the ensuing Annual General Meeting of
your Company, and being eligible, offer themselves for re-appointment.
The brief resumes and other details relating to the Directors who are
proposed to be appointed/re-appointed, as required to be disclosed
under Clause 49 of the Listing Agreement, forms part of the Report on
Corporate Governance.
Your Directors recommend the appointment/re- appointment of the above
said Directors at the ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required under Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in Annexure - B and forms an
integral part of this Report.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the good corporate governance
practices. Pursuant to Clause 49 of the Listing Agreement with the
Stock Exchanges, Corporate Governance Report and Auditors'' Certificate
regarding compliance of conditions of Corporate Governance are enclosed
at Annexure - C and forms an integral part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Clause 32 and 50 of the Listing Agreement with Stock
Exchanges, your Company has prepared Consolidated Financial Statements
as per the Accounting Standards applicable to the Consolidated
Financial Statements issued by The Institute of Chartered Accountants
of India. Audited Consolidated Financial Statements along with the
Auditors'' Report are annexed with this Report. subsidiary COMPANIES
The Ministry of Corporate Affairs (MCA), Government of India vide
General Circular No. 2/2011 dated 8th February, 2011 has issued
directions under Section 212(8) of the Companies Act, 1956 granting
general exemption from the applicability of the provisions of Section
212 of the Companies Act, 1956, in relation to the Subsidiary
Companies, subject to the consent of the Board of Directors and
fulfillment of the other conditions specified in the said Circular.
The Board of Directors, in their meeting held on 27th November, 2012
has given its consent for not attaching the Balance Sheet of the
subsidiary companies in terms of the said circular and accordingly, the
documents mentioned in Section 212 of the Companies Act, 1956 relating
to the Company''s Subsidiaries are not attached to the Accounts of the
Company. In terms of the said Circular, your Company has fulfilled the
prescribed conditions and has also made the necessary disclosures in
the consolidated Balance Sheet and further undertakes that the Annual
Accounts of the Subsidiary Companies and the related detailed
information shall be made available to Shareholders of the Company and
its Subsidiary Companies seeking such information. These documents will
also be available for inspection during business hours at the
Head/Corporate office of the Company and of the respective Subsidiary
Companies.
AUDITORS
M/s. S.N. Dhawan & Co., Chartered Accountants, Auditors of the Company,
retire at the ensuing Annual General Meeting and are eligible for
re-appointment. The observations of the Auditors in their Report on
Accounts read with the relevant notes to accounts are self-explanatory.
PARTICuLARS OF EMPLOYEES Information in accordance with provisions of
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended regarding employees
is annexed to this Report as Annexure - D.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, (the
Act) your Directors state that:
i. In the preparation of Annual Accounts for the year ended 30th
September, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii. Accounting policies selected and applied are consistent and
judgement and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
iv. The Annual Accounts have been prepared on a going concern basis.
PUBLIC DEPOSITS
The Company has not accepted/renewed any Fixed Deposit during the year.
All Fixed Deposits which were due and claimed by the deposit holders
have been paid on time. As on 30th September, 2012, 375 deposits
aggregating to Rs. 0.75 crores matured but were not claimed.
Subsequently, out of the above, 31 deposits of Rs. 0.07 crores have
been repaid till the date of this report.
ACKNOWLEDGEMENT
Your Directors wish to thank the Customers, Dealers, Lenders,
Financiers, Vendors, the Central and State Governments and employees
for their continued support and commitment to the Company.
On behalf of the Board
RAJAN NANDA
Place: Faridabad Chairman &
Date: 27th November, 2012 Managing Director
Particulars | Year ended on March 31, 2017 | Year ended on March 31, 2016 |
Gross Revenue | 4,211.04 | 3,494.49 |
Excise Duty | 74.42 | 71.91 |
Net Revenue | 4,136.62 | 3,422.58 |
Profit from continuing operations before Interest, Depreciation, Exceptional terns & Tax | 367.17 | 232.55 |
Finance Cost | 31.11 | 49.54 |
Profit from continuing operations before Depreciation, Exceptional Items & Tax. | 336.06 | 183.01 |
Depreciation & Amortisation | 63.07 | 57.50 |
Profit from continuing operations before Exceptional Items b Tax | 272.99 | 125.51 |
Exceptional Item | (3.76) | 12.29 |
Profit from continuing operations before Tax | 276.75 | 113.22 |
Tax. Expense | 75.60 | 12.50 |
Profit from continuing operations after Tax. | 201.15 | 100.72 |
Profit/(Loss) from discontinued operations before tax | (58.46) | (25.96) |
Tax. expense of discontinued operations | (17.75) | (8.99) |
Net profit/(loss) from discontinued operations after tax | (40.71) | (16.97) |
Net profit for the period | 160.44 | 83.75 |
Appropriations for the year:- | ||
Di vi cl ends | (14.35) | (14.30) |
Tax. on Dividends | (2.99) | (2.99) |
Dividend received on shares held by beneficiary trust* | 4.48 | 4.48 |
* for more information please refer note 45 of the notes to accounts of standalone financial statement
Financial Performance
The brief highlights of the Company’s performance (standalone) for the financial year ended March 31, 2017 are:-
- Net Revenue of the Company for FY 2017 of Rs.4,136.62 cr. was higher by 20.86% over the last year (Rs.3,422.58 cr. in FY 2016).
- Profit from continuing operations Before Interest, Depreciation, Amortisation, Exceptional Items & Tax stood at Rs.367.17 Cr.
- Profit from continuing operations Before Tax (PBT) stood at Rs.276.75 Cr and Profit from continuing operations After Tax (PAT) stood at Rs.201.15 Cr. Net profit for the period stood at Rs.160.44 Cr.
- Earnings per share is of Rs.13.43 for the year under review.
- Your Company sold 63,786 tractors during the year under review.
Management Discussion & Analysis
Management Discussion & Analysis which forms an integral part of this Annual Report provides a detailed analysis on the performance of individual businesses and their outlook.
Dividend
Your Directors are pleased to recommend a Dividend of Rs.1.50 per Equity Share (15%) on the face value of Rs.10/- each, aggregating Rs.18.39 Cr. (exclusive of tax on dividend) for the financial year ended March 31, 2017. The dividend payout is subject to the approval of members at the ensuing Annual General Meeting (AGM).
The dividend, if approved at the ensuing AGM, will be paid to members whose names appear in the Register of Members as on September 8, 2017, in respect of shares held in dematerialized form and members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as at that date.
The dividend payout for the period under review has been formulated in accordance with shareholders’ aspirations and the Company’s Dividend Distribution Policy to pay sustainable dividend linked to long-term growth objectives of the Company to be met by internal cash accruals.
Employee Stock Option Scheme
The particulars with regard to the Employees Stock Options as on March 31, 2017 as required to be disclosed pursuant to the provisions of Clause 12 of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are enclosed at Annexure -A and forms an integral part of this Report.
Directors
In accordance with the provisions of Companies Act, 2013 (hereinafter referred as “the Act”) and Articles of Association of the Company, Ms. Nitasha Nanda, Whole-time Director and Mr. G.B. Mathur, Director retires by rotation at the ensuing AGM and being eligible, offers themselves for reappointment.
The Board of Directors, in their meeting held on May 29, 2017, had recommended the re-appointment and remuneration of Mr. Nikhil Nanda as Managing Director for a further period of 5 years w.e.f September 19, 2017, subject to the approval of the shareholders in the ensuing Annual General Meeting. His appointment is appropriate and in the best interest of the Company.
Dr. S.A. Dave had resigned as Director of the Company w.e.f. September 20, 2016. The Board places on record its warm appreciation for the valuable guidance and services rendered by Dr. Dave during his tenure with the Company.
The Board of Directors, in their meeting held on May 29, 2017, had recommended the re-appointment of Mr. PH. Ravikumar and Mrs. Vibha Paul Rishi as Independent Directors for a further period of 5 years for approval of members of the Company at the ensuing AGM.
Pursuant to the provisions of Section 149 and other applicable provisions of the Act, your directors are seeking re-appointment of Mr. PH. Ravikumar and Mrs. Vibha Paul Rishi as Independent Directors for a period of 5 years.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 (hereinafter referred as “the Listing Regulations”). The policy for selection of directors and determining directors independence is attached as Annexure - B and forms an integral part of this Report.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive and Executive Directors. In accordance with the Policy, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The remuneration policy for directors, key managerial personnel and other employees is annexed as Annexure - C and forms an integral part of this Report.
The brief resumes and other details relating to the Directors who are proposed to be appointed/ re-appointed, as required to be disclosed under the Listing Regulations is given in the Annexure to the Notice of the 71st AGM.
Your Directors recommend the appointment/ reappointment of the above said Directors at the ensuing AGM.
The Company has devised a process where various presentations/ programs are being conducted to make them familiarise with various developments at Industry level, new business initiatives and organisation strategies etc.
The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company - www. escortsg rou p. com.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are provided as Annexure - D and forms an integral part of this Report.
Corporate Governance
Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policy conforming to international standards. Pursuant to Regulation 34(3) of the Listing Regulations 2015, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure - E and forms an integral part of this Report.
Corporate Social Responsibility (CSR)
The key philosophy of all CSR initiatives of the Company is to make CSR a key business process for sustainable development of the society. The initiatives aim at enhancing welfare measures of the society based on the immediate and long term social and environmental consequence of its activities.
The Company intends to undertake other need based initiatives in compliance with Schedule VII of the Act.
The CSR Policy may be accessed on the Company’s website www.escortsgroup.com under Investors Information Section. During the year, the Company has spent Rs.3.30 Cr. (1.93% of the average net profits of last three financial years) on CSR activities.
The Annual Report on CSR activities is enclosed as Annexure - F and forms an integral part of this Report.
Indian Accounting Standards
The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from April 1, 2016.
The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note 49 in the notes to accounts in the standalone financial statement and in Note 49 in the notes to accounts in the consolidated financial statement.
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance with the Act and Indian Accounting Standard (IND AS) - 110 applicable to the Consolidated Financial Statements read with IND AS-28 on Accounting for Investments in Associates and IND AS-31 on Financial Reporting of Interests in Joint Ventures issued by The Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors’ Report thereon are annexed with this Report.
Subsidiaries, Joint Ventures and Associate Companies
The statement containing salient features of financial statements of subsidiaries, associate and joint venture companies prepared in accordance with Section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, forms an integral part of this Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiaries, associate and joint venture companies.
The Company will make available the Annual Accounts of its subsidiaries, associate and joint venture companies and related information to the members of the Company who may be interested in obtaining the same. The annual accounts of its subsidiaries, associate and joint venture companies will also be kept open for inspection at the Registered Office of the Company.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions.
The particulars of contracts and arrangement with related parties under Section 188(1) of the Act in Form AOC-2 is enclosed as Annexure - G.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website www. escortsgroup.com under Investors Information Section.
Your Directors draw attention of the members to Note 48 in the notes to accounts in the standalone financial statement and to note 47 in the notes to accounts in the consolidated financial statement which sets out related party disclosures.
Auditors and Auditors’ Report Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, M/s. S.N. Dhawan & Co. LLP, Chartered Accountants, Delhi (Firm Registration No. 000050N/N50004) Statutory Auditors of the Company, hold office till the conclusion of the ensuing AGM and are not eligible for re-appointment.
M/s. Walker Chandiok & Co LLP, Chartered Accountants, New Delhi (Firm Registration No. 001076N/ N500013) have shown their interest to act as Statutory Auditors of the Company for a period of 5 years subject to the ratification of their appointment at every AGM.
The Company has received letter of confirmation from M/s. Walker Chandiok & Co LLP, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Act and that they are not disqualified for such appointment within the meaning of Section 141 of the Act, read with Companies (Audit and Auditors) Rules, 2014.
The observations and comments given by M/s. S.N. Dhawan & Co. LLP, Chartered Accountants, Statutory Auditors in their report read together with notes to Accounts for the year ended March 31, 2017 are self-explanatory and hence, do not call for any further comments under Section 134 of the Act.
Cost Auditors
The Board of Directors of the Company has re-appointed M/s. Ramanath Iyer and Co., Cost Accountants, New Delhi (Firm Registration No. 000019), Cost Auditors of the Company under Section 148 of the Act, for conducting the audit of cost records for the financial year 2017-18.
The due date of filing the Cost Audit Report for the year ended on March 31, 2016 was September 30, 2016 and the same has been filed on September 28, 2016.
Secretarial Auditors
The Board of Directors of the Company had appointed M/s. Jayant Gupta and Associates, Practicing Company Secretary to conduct secretarial audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is enclosed as Annexure - H and forms an integral part of this Report.
The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further comments under Section 204(3) of the Act.
The Board has also re-appointed M/s. Jayant Gupta and Associates, Practicing Company Secretary to conduct secretarial audit of the Company for the financial year 2017-18.
Risk Management
A Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee.
Internal Financial Controls
The Company has in place adequate internal financial controls for ensuring the orderly and efficient conduct of its business. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
Disclosures Meetings of the Board
Five meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance annexed as Annexure - E to this Report.
Audit Committee
For constitution and other details of the Audit Committee, please refer Report on Corporate Governance annexed as Annexure-E to this Report.
All the recommendations made by the Audit Committee were accepted by the Board.
Extracts of Annual Return
in terms of provisions of Section 92 of the Act read with the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form MGT-9 is enclosed as Annexure - I and forms an integral part of this Report.
Vigil Mechanism
The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of effected Director(s) and Employee(s). In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on Company’s website.
Registrar and Share Transfer Agent
The Share Transfer and related activities are being carried out by M/s Karvy Computershare Private Limited, Registrar and Share Transfer Agents (Karvy RTA), from the following address: -
M/s Karvy Computershare Private Limited Karvy Selenium, Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032, Telengana
All correspondence may kindly be sent to the above address only.
Particulars of Loans given. Investments made. Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient has been given elsewhere in the Annual Report and forms an integral part of this Report.
Particulars of Employees and related disclosures
In terms of provisions of Section 197(12) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the prescribed limits are available with the Company Secretary. Having regard to the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company and the same will be furnished on request.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - J and forms an integral part of this Report.
Public Deposits
The Company has not accepted/ renewed any Fixed Deposit during the financial year.
Transfer to Investor Education and Protection Fund
Pursuant to the provisions of Section 205A(5) of the Act, the dividend which remained unclaimed or unpaid for a period of seven years has been transferred by the Company, from time to time on due dates to the Investor Education and Protection Fund.
As on March 31, 2017, no unclaimed deposits are pending for transfer to Investor Education and Protection Fund.
Divestment of Auto Products Business
During the year, the Company has divested its OEM & Export Business of Auto Product Division as a part of the planned strategic reorientation of the business to focus on core verticals in the Agri-Machinery, Construction Equipment and Railway Equipment segments.
Credit Rating
During the year, the credit rating of the Company have been upgraded as under:
India Ratings has upgraded the long-term rating from 1ND A- to’IN DA’.
ICRA Limited has upgraded the long-term rating from “A-” to “A” with upward change in outlook from “STABLE” to “POSITIVE”.
Business Responsibility Report
As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective can be accessed at the website of the Company www.escortsgroup.com under Investor Information Section.
Directors’ Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors’ Responsibility Statement, your Directors hereby state that:
(i) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed alongwith proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit and loss of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts for financialyear ended March 31, 2017 on a ‘going concern’ basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement
Your Directors would like to express their sincere appreciation of the positive co-operation received from the Central Government, the Government of Haryana and Uttaranchal, Financial Institutions and the Company’s Bankers, Customers and Dealers.
The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers and staff of the Company resulting in the successful performance of the Company during the year.
The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
For and on behalf of the Board of Directors
Sd/-
Place: Faridabad RAJAN NANDA
Date: May 29, 2017 Chairman & Managing Director
