SUPRAJIT Directors Report

Your Directors have pleasure in presenting their Thirty First Annual Report on the business and the Audited Statement of Accounts for the year ended 31st March, 2016 together with the Independent Auditor''''s Report.


FINANCIAL RESULTS:


Rs. in Lakhs



























































































Particulars



2015-16



2014-15



Gross Income



66,574.80



58,063.53



Profit before tax



7,820.89



6,646.98



Less: Provision for taxation



2,823.47



2,185.60



Profit after tax before prior period adjustment



4,997.42



4,461.38



Current Tax relation to prior year



Nil



Nil



Profit after tax



4,997.42



4,461.38



Add: Surplus from last year



3,147.58



2,863.24



Profit available for appropriation after adjustments prior period taxes



8,145.00



7,324.61



APPROPRIATIONS:



1 Interim Dividend 50% (last year interim 45% )



600.10



540.09



Tax on Interim Dividend



81.65



88.09



2 Proposed final Dividend 55 % (last year 50 %)



769.30



600.10



Provision for tax on Final Dividend



116.10



122.16



3 Transfer to General Reserve



3,000.00



2,800.00



Additional depreciation under Schedule II of Companies Act, 2013



-



26.58



4 Balance carried to Balance Sheet



3,577.85



3,147.58



DIVIDEND:


An Interim Dividend of Rs. 0.50 per Share of Rs. 1/- each (50%) was declared and paid during the year under report. In view of the satisfactory financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.55 per Share of Rs. 1/- each (55%). The total outgo, considering the interim dividend including taxation, stands at Rs. 1,567.15 Lakhs as against Rs. 1,350.44 Lakhs during the last year. In terms of the Scheme of Amalgamation of Phoenix Lamps Limited (subsidiary of your Company) with the Company, which was duly approved by the Board , and is under regulatory approval process, an amount of Rs. 46.93 Lakhs has been provided to be paid to the minority Shareholders of Phoenix Lamps Limited which will become payable upon the said Scheme becoming effective.


SHARE CAPITAL:


Based on the approval accorded by the Shareholders earlier, during the year, the Company had issued and allotted 1,13,18,774 Equity Shares of Rs. 1/- each, at a premium of Rs. 131.50 per share, amounting to Rs. 14,997.37 lakhs through Qualified Institutional Placement. Your Company has received good response for the issue. The proceeds of the issue will be judiciously used to optimize debt and equity and to meet the long term growth plans of your Company.


CHANGE IN NATURE OF BUSINESS:


There were no changes in the nature of business during the year.


OPERATIONS -MANAGEMENT DISCUSSION AND ANALYSIS:


Indian automotive industry grew at 3.5% as against 8.3% previous year, showing increased sluggishness. This has been largely due to a below normal monsoon and general economic conditions in the country.


Your Company, on a standalone basis, recorded an income of Rs. 66,575 Lakhs during the year 2015-16 as against Rs. 58,063 Lakhs during the year 2014-15, recording a growth of 14.66%. The Profit After Tax was Rs. 4,997 Lakhs during the year


2015-16 as against the Profit After Tax of Rs. 4,461 Lakhs during the year 2014-15, recording a growth of 12%. The consolidated group income (including Phoenix) was Rs. 1,05,045 Lakhs for the year 2015-16 against Rs. 67,181 Lakhs for the year 2014-15, recording a growth of 56 %. The consolidated Profit After Tax was Rs. 7,194 Lakhs during the year 2015-16 as against Rs. 5,029 Lakhs during the year 2014-15, a growth of 43%. You will note that your Company''''s revenue growth, both standalone and consolidated, has been well ahead of the Industry growth, as in the past. Due to favorable currency, commodity prices, operational improvements, the margins of your Company have improved as compared to the previous year. Your Company''''s overall performance has been satisfactory.


During the year, your Company started commercial production at its new plant at Charal Industrial Estate, Sanand, Gujarat. It also started the trial production at its new plant at Vallam Vadagal area, Chennai.


CURRENT YEAR:


The Indian GDP is expected to grow at 7% during the current year. The interest rates and inflation have come down. Added to this, commodity prices are expected to remain stable and monsoon forecast for the current year is favorable. This can improve the rural economy and is expected to help automotive industry to grow better than the last year. The trend of the global business is expected to be steady and give satisfactory push for the overall business growth this year for your Company.


Capacity expansion plan from 150 million to 225 million cables per year will be completed during the current year. This will create sufficient capacity for the next few years. The current year trend with the domestic customers, aftermarket and exports appear to be satisfactory. Your Directors believe that the overall performance of your Company for the year will be satisfactory.


ACQUISITION OF PHOENIX LAMPS:


The Directors are pleased to inform that during the year under report, your Company acquired 61.93% in the fully paid up Equity Share Capital of Phoenix Lamps Limited at a cost of Rs. 15,445.09 Lakhs. Your Company initially acquired 1,42,89,843 Equity Shares of Rs. 10/- each at a consideration @ Rs. 89/- per share aggregating to Rs. 12,717.96 Lakhs amounting to 51% from Argon India Limited, Mauritius and Argon South Asia Limited, Mauritius. An ''''Open Offer'''' was made to minority shareholders to acquire additional 26% for which 15,021 Shares were tendered at Rs. 100/- per share aggregating to Rs. 15.02 Lakhs. Your Company further acquired the balance 30,47,312 Equity Shares of Rs. 10/- each at a consideration @ Rs. 89/- per share aggregating to Rs. 2,712 Lakhs amounting to 10.88% stake and completed the transaction in line with Share Purchase Agreement signed on 6th May, 2015. With this, Phoenix Lamps Limited became subsidiary of your Company.


Your Company has worked closely with Phoenix Lamps Limited during the year in various areas including operations, finance, regulatory, compliances, subsidiary businesses, etc. to add significant value to improve the operational and financial performance of the Company. Phoenix continues to be the largest Halogen Lamp manufacturer in India and the product range will complement your Company''''s core product range of cables. On a standalone basis, Phoenix has recorded an income of Rs. 22,538 Lakhs during the year 2015 -16 as against Rs. 24,601 Lakhs during the year 2014-15, recording a negative growth of 8.39%. The Profit After Tax was Rs. 141.36 Lakhs during the year 2015-16 as against the Profit After Tax of Rs. 2,747.77 Lakhs during the year 2014-15, largely due to a provision for diminution in value of investment at the subsidiary of Phoenix


Lamps Limited, lower sales, write-offs relating to previous years, etc. The consolidated group income was Rs. 33,654.40 Lakhs for the year 2015-16 as against Rs. 3,6825.54 Lakhs for the year 2014-15, recording a negative growth of 8.61%. The consolidated Profit After Tax was Rs. 2,290.28 Lakhs during the year 2015-16 as against Rs. 1,957 Lakhs during the year


2014-15, a growth of 17%. Sales were lower due to currency and customer related issues. Your Directors are confident that with both Suprajit and Phoenix teams working together to overcome multiple hurdles, the performance of this subsidiary will be satisfactory, going forward.


MERGER OF PHOENIX LAMPS LIMITED:


On 18th April, 2016, your Company and Phoenix Lamps Limited, in separate meetings of their respective Audit Committees and Boards of Directors, announced the merger of Phoenix Lamps Limited with your Company, subject to necessary regulatory and shareholders'''' approvals. The merger ratio has been based on the SEBI approved guidelines of price determination based on which, Boards of both companies have set the Share Exchange Ratio at 4 Equity Shares of (Rs.1/- each) Suprajit for every 5 Equity Shares of (Rs. 10/- each) Phoenix. The merger price of Phoenix at Rs. 110 based on closing price of Suprajit on 13th April, 2016 on NSE, represents the premium of 23.50% on Rs. 89/- per one Equity Share of Rs. 10/- of Phoenix Lamps Limited, paid by Suprajit to acquire Phoenix last year, 10% premium to the Open Offer price of Rs. 100/- and 10% premium on the 6 months average price of Phoenix.


Boards of Phoenix and Suprajit have recommended the approval of the merger to their respective shareholders subject to all statutory approvals. Both Suprajit, which holds 61.93% of Phoenix shares and Promoter group of Suprajit, which holds 47.37% of Suprajit, have irrevocably agreed to vote in favor of merger. Your Board feels that the merger of Phoenix with Suprajit will bring significant strengths with stronger balance sheet, along with excellent customer reach. It will enhance cost efficiencies at various levels, better global footprint and management bandwidth. This will also help in managing regulatory compliances and tax matters. Phoenix is a strong brand in the market and will be continued. Your Directors believe that this is a win-win situation for both Suprajit Engineering Limited and Phoenix Lamps Limited and recommend the merger to the shareholders.


CREDIT RATING:


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






























Instrument



Rating Agency



Rating



Outlook



Long Term Debt



CRISIL



AA-



Stable



Long Term Debt



ICRA



AA-



Stable



Long Term Debt



India Ratings & Research



AA-



Stable






































Instrument



Rating Agency



Rating



Outlook



Short Term



CRISIL



A1



Stable



Short Term



ICRA



A1



Stable



Short Term



India Ratings & Research



A1



Stable



Term Deposit



Indian Ratings & Research



tAA



Stable



WHOLLY OWNED SUBSIDIARIES:


The wholly owned subsidiaries - Suprajit Automotive Private Limited and Suprajit Europe Limited have performed well during the year gone by.


The consolidated sales of the subsidiaries were Rs. 10,510 Lakhs against Rs. 9,587 Lakhs previous year, an increase of 9.63 %. The EBIDTA was Rs. 1,931 Lakhs against Rs. 1,245 Lakhs previous year an increase of 55%. The Profit before Tax was Rs. 1,606 Lakhs against Rs. 807 Lakhs previous year an increase of 99%. The subsidiaries are expected to perform satisfactorily this year.


A separate statement in form AOC-1, “Annexure-VII", containing the salient features of the financial statement of its subsidiaries has also been attached along with the financials of the Company. The Annual Accounts and related documents of the Subsidiary Companies shall be kept open for inspection at the Registered Office of the Company. The aforesaid documents will also be made available to the Members of the Company upon receipt of written request from them.


GROSS WORKING CAPITAL:


Gross working capital represented by inventory, sundry debtors, loans and advances increased from Rs. 28,544 Lakhs to Rs. 35,333 Lakhs as at March 31, 2016.


GROSS BLOCK:


The gross block during the year increased from Rs. 20,577 Lakhs to Rs. 24,004 Lakhs. This was largely due to the ongoing projects and other sustaining capex.


CAPITAL EXPENDITURE:


As on 31st March, 2016, the gross tangible and intangible assets stood at Rs. 24,004 Lakhs and the net tangible and intangible assets, at Rs. 17,582 Lakhs. Net additions during the year amounted to Rs. 3,427 Lakhs, including industrial land under lease Rs. 2.67 Lakhs.


DEPOSITS:


The approval of the shareholders was accorded to accept and renew Fixed Deposits pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 and accordingly the Company has accepted deposits pursuant to the provisions of the said Sections read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.


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


There are no material changes and commitments between the end of the Financial Year and the Date of the Report, which affect the financial position of the Company, except merger proposal of Phoenix Lamps Limited with the Company.


EXTRACT OF THE ANNUAL RETURN:


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


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


The Company has entered into the following transactions pursuant to Section 186 of the Companies Act, 2013 :
















Name of the entity



Particulars of Loans and Guarantees



Amount ( Rs. in Lakhs)



Suprajit Europe Ltd., U.K



Corporate Guarantee (GBP 5 Lakhs converted at March 31, 2016 exchange rate of 1 GBP = Rs. 96.15)



480.75



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


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


All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee and also disclosed to the Stock Exchanges under Regulation 72 of SEBI (LODR) Listing Regulations, 2015. In compliance with Section 134 (3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report as “Annexure-II" .


NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:


Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review, 5 (Five) Meetings were held on 6th May, 2015, 29th May, 2015, 11th August , 2015, 9th November, 2015 and 9th February, 2016.


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


DIRECTORS'''' RESPONSIBILITY STATEMENT:


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


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


ii. the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profits of the Company for the year ended on that date;


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


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


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


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


CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT:


As a Listed Company, necessary measures are taken to comply with the Listing Agreements of the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from a Practicing Company Secretary, forms part of this report. Various disclosures as required under Sections 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transactions, Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo, extract of annual return, constitution of various Board level Committees, CSR Policy and initiatives taken during the year, Board evaluation, remuneration of the Managerial Personnel, Secretarial Audit Report etc.


RISK MANAGEMENT POLICY:


The Company has risk management policy in place. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.


The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.


The Company has taken Directors'''' and Officers'''' liability Insurance Policy.


CORPORATE SOCIAL RESPONSIBILITY (CSR):


As you are aware, your Company has been active in CSR activities through Suprajit Foundation for the last 5 years. The Companies Act, 2013 mandates profitable companies to contribute 2% on CSR. Your Company has paid Rs. 134.40 Lakhs, Phoenix Lamps Limited, subsidiary of your Company, has paid Rs. 73.70 Lakhs and Suprajit Automotive Private Limited, wholly owned subsidiary of your Company has paid Rs. 12.74 Lakhs to Suprajit Foundation for various activities undertaken by the said Foundation. The detailed activities of Suprajit Foundation have been provided elsewhere in this report.


The details of the amounts to be spent during the current financial year and the manner in which it was spent are annexed herewith "Annexure -III". The copy of the CSR policy is available on the website of the Company (www.suprajit.com).


CONSERVATION OF ENERGY:


Conservation of energy is one of the highest priority measures directly supervised by the senior management of the Company.


As and when new plants are getting added to the Company, Management ensures that various measures like rain- water harvesting, STP, water usage control, planting of trees, discarding of old gen-sets and minimum usage of lighting power during day time are well adopted from day one.


In addition, the following new initiatives have been undertaken during the year at various plants:


a) During the year your Company has installed 100 kWp solar capacity as the first pilot project to assess the use of solar energy for the operational requirements of the Company. The Company will monitor the performance of this project and based on the success, will consider deploying such projects at various units.


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


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


d) The Company has provided gen-sets with higher as well as lower KVA rating in all the plants so that gen-set power is selectable depending upon actual power requirement in case of power shutdown, thereby avoiding wastage.


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


f) Shop floors having roofing sheets have been provided with thermal vents on top of the roofing sheets (circulating fans operating with wind ) in order to reduce the heat effect in summer and also to reduce usage of electrically operated fans in the shop floor.


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


RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION:


a) Research and Development (R&D):


1) The Company has taken the initiative to set up a centralized Tech Centre at Bengaluru. This centre will have Engineers for R&D work, testing and validation of products as per customers'''' requirements.


2) The Company has received certain patents for cables, which are deployed commercially.


3) Development cells in every unit have been upgraded with more Engineers and latest equipments.


4) The Company''''s R&D has developed many specialized cables for Customers as per the end user requirements. This is being successfully deployed by the customer with significant cost savings.


5) The Company has developed many types of equipments specialized for cable making with significant energy savings and increased productivity.


b) Expenditure on Research and Development:


(Rs. in lakhs)































Particulars



2015-16



2014-15



Salaries & Wages



174.35



133.41



Material, Consumables & Stores



51.66



21.15



Other Direct Expenditures



31.29



15.60



TOTAL



257.30



170.16



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


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


2) The Company has developed innovative and path-breaking processes for certain Cable Manufacturing for which patents are pending.


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


GREEN INITIATIVES:


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


FOREIGN EXCHANGE EARNINGS AND OUTFLOW:


The Company earned Rs. 3,209.67 Lakhs in foreign exchange and expended Rs. 5,154.59 Lakhs in foreign exchange during the year under review. It may be noted that at the consolidated level, the Company is a net forex earner.


INDUSTRIAL RELATIONS:


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


DECLARATION BY INDEPENDENT DIRECTORS:


The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.


BOARD EVALUATION:


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


TRAINING OF INDEPENDENT DIRECTORS:


Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors/Senior Managerial Personnel make presentations to the inductees about the Company''''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. The copy of Familiarize Programme of Independent Director I.D is available on the website of the Company (www.suprajit.com).


LISTING AGREEMENT:


The Securities and Exchange Board of India (SEBI), on September


2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said regulations were effective December 1, 2015. The Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during December, 2015.


NOMINATION AND REMUNERATION POLICY:


Your Company has adopted a Nomination and Remuneration Policy on Directors'''' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. "Annexure-IV. The copy of the National and Remuneration Policy is available on the website of the Company (www.suprajit.com).


COMPOSITION OF AUDIT COMMITTEE:


Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty as Chairman of the Committee, Mr. M Jayarama Shetty and Mr. Suresh Shetty, as other Members of the Committee. The composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013.


VIGIL MECHANISM:


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


AUDITORS:


Statutory Auditors:


The Auditors, Messrs Varma and Varma, (Firm Registration No.004532S), Chartered Accountants, Bengaluru, have been appointed as the Statutory Auditors of the Company in the 30th Annual General Meeting of the Company held on September 19, 2015, to hold the office till the conclusion of 31st Annual General Meeting of the Company.


The Shareholders are requested to ratify the appointment of Messrs Varma & Varma, Chartered Accountants as the Statutory Auditors for the Financial Year 2016-17.


Cost Auditors:


Messrs G N V Associates, Cost Accountants, had been appointed as the Cost Auditors of your Company for the financial year


2016-17. The previous year''''s report has been filed within due date.


Secretarial Auditor:


The Board has appointed Mr. Parameshwar G. Bhat, Practising Company Secretary (Membership No. ACS-25167) as the Secretarial Auditor as per the Section 204 of the Companies Act, 2013 and the Secretarial Audit Report obtained from him is furnished in "Annexure-V".


SUPRAJIT FOUNDATION:


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


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


HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (HSE):


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


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


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


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


Following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:


No of complaints received : NIL


No of complaints disposed off : NIL


PARTICULARS OF EMPLOYEES:


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


The ratio of the remuneration of each Director to the median employee''''s remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the


Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as “Annexure - VI".


CAUTIONARY NOTE:


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


ACKNOWLEDGEMENT:


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


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


For and on behalf of the Board


Place : Bengaluru K. Ajith Kumar Rai


Date : 30th May, 2016 Chairman & Managing Director (DIN: 01160327

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