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DIRECTOR'S REPORT

Eveready Industries India Ltd.

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Market Cap. (₹) 398.69 Cr. P/BV 1.06 Book Value (₹) 51.71
52 Week High/Low (₹) 234/34 FV/ML 5/1 P/E(X) 8.34
Bookclosure 26/09/2019 EPS (₹) 6.58 Div Yield (%) 0.00
Year End :2018-03 

The Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

Rs. Crores

Particulars

2017-18

2016-17

Revenue from Operations

1,451.95

1,353.81

Other Income

4.40

1.37

Total Revenue

1,456.35

1,355.18

Total Expenditure adjusted for increase/ decrease of stocks

1,351.00

1,221.88

Profit from Operations before Other Income, Depreciation, Finance Costs and Tax

105.35

133.30

Other Income

19.77

9.57

Profit from Operations before Depreciation, Finance Costs and Tax

125.12

142.87

Depreciation

19.24

14.93

Interest and Exchange Fluctuation

28.70

23.23

Profit before Tax

77.18

104.71

Provision for Tax

22.44

11.08

Profit after Tax

54.74

93.63

Balance carried forward to Balance Sheet

17.20

(37.74)

Net sales for the year were higher by 7% over the previous financial year. Profit before Depreciation, Interest and Tax (PBDIT) was lower by 21% at ‘105.35 Crores (previous year- Rs.133.30 Crores). There were no exceptional items (previous year- Nil). With depreciation of Rs.19.24 Crores (previous year Rs.14.93 Crores), an increase in interest / exchange fluctuation charge of Rs.28.70 Crores (previous year- Rs.23.23 Crores), Profit after Tax stood at Rs.54.74 Crores for the year as against a profit of Rs.93.63 Crores in the previous year. Net accumulated profits stood at Rs.17.20 Crores.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.50 per equity share on 7,26,87,260 fully paid up equity shares of face value of Rs.5/-each, being 30% on the paid up value of the equity shares of the Company for the year ended March 31, 2018 (previous year- Nil) which if approved at the ensuing Annual General Meeting will be paid to all eligible members whose names appear in the register of members on August 6, 2018 or appear as beneficial owners as per particulars furnished by the Depositories on July 28, 2018.

TRANSFER TO RESERVES

There was no transfer to General Reserves during the year under review.

OPERATIONAL REVIEW & STATE OF THE COMPANY’S AFFAIRS

Batteries & Flashlights

The battery category was adversely impacted due to lower consumer offtake, de-stocking in trade channels in the run-up to Goods and Services Tax (GST) implementation and aftermath of the demonetization measure taken by the Government in the later part of last year. The market also continued to be disturbed by poor quality products imported from China at dumped prices. As a result, the category volume and value both remained flat during the year.

According to Company estimates, the market share position of the major players remained unaltered during the year under review, with your Company’s share being estimated at 50%.

The flashlight market remained disturbed by proliferation of cheap flashlights of poor quality by the unorganized and gray market players. Though introduction of GST created some amount of disincentive for these players, organized players like the Company could not take advantage of the same as high GST rates created turbulence in the market. Despite a 3% volume growth, turnover dipped by 5.1%.

Your Company’s share of the organized flashlight market was maintained at 70%. However, this has to be seen in the perspective of large unorganized market, which is estimated at the same size as the organized market.

The manufacturing operations in these product categories continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

With the manufacturing facility at Taratala, having been relocated to P4 Transport Depot Road, the vacant space has been handed over to Kolkata Port Trust during the year under review and your Company has received Rs.8.9 Crores towards its buildings and structures on the closed unit.

Operations at the manufacturing facility at Chennai were suspended from December 1, 2017, since the running of operations, were no longer economically viable, due to unjustified go slow tactics by the workers. This however had no impact on the operations of the Company, as supplies to the market were met by other units.

The manufacturing facility at Kolkata plant stood Champion in the 30th State level Quality Circle convention held by Confederation of Indian Industry (CII) and also received the Certificate of Merit on Safety, Health & Environment from CII.

Lighting & Electrical Products

Your Company has diversified to the marketing of lighting & electrical products for quite sometime now. These products found excellent fit to its brands-Eveready and PowerCell, which are synonymous with portable energy and lighting. There was also synergy in these products with the existing distribution network of your Company.

At the point of entry to this diversification initiative, the leading products were Compact Fluorescent Lamps (CFL) and General Lighting Service (GLS). However, during the previous year, the category experienced an almost complete shift towards the Light Emitting Diode (LED) bulbs which added a significant technology edge in comparison to the traditional CFL and GLS bulbs. Your Company became part of this technology change which significantly enhanced the product basket being offered by it. After gaining reasonable success with LED bulbs, the Company addressed a growth path in LED based Luminaires and is now addressing a growth path in professional lighting. Initial feedbacks are encouraging and it should be able to chart growth in this category too.

While your Company’s distribution in general trade and modern retail provided a good platform to enter this category, expansion has been done to tap the exclusive electrical trade. Further expansion plans are being planned to tap electrical hubs for distribution of Luminaires. Your Company successfully serviced Energy Efficiency Services Ltd (EESL) tenders worth Rs.6.24 Crores -for supply of LED based luminaires - as part of the scheme to light up consumer homes at affordable prices.

Your Company continued to invest significantly towards brand building in the category during the year with a view to enhance brand salience.

Net sales from this category for the current year stood at Rs.344.40 Crores - and it is expected that this category will provide significant turnover growth in the years to come

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at 1 - 5 per cent in the various markets of the country. The business continues to be steady and profitable. While relatively small in the overall turnover, it provides an important option to distribution in many areas. Sales turnover for the current year stood at ‘71.70 Crores.

During the year under review, your Directors have approved of your Company to enter into a Share Purchase cum Shareholders Agreement with M/s. McLeod Russel India Ltd. (McLeod) to operate and manage Greendale India Ltd (formerly Litez India Ltd and currently the wholly owned subsidiary of the Company), as a joint venture company with each, your Company and McLeod holding 50% (fifty percent) shares of Greendale India Ltd. (Greendale), to carry out the packet tea business of the Company.

The said Share Purchase cum Shareholders Agreement envisages the purchase by McLeod, of 50% (fifty percent) of the Shares of Greendale from your Company and regulating the relationship between your Company and McLeod, as Shareholders in Greendale. Your Directors have also approved your Company to subsequently invest an amount of upto Rs.20.00 Crores in Greendale in one or more tranches as may be required, subject to approvals as may be necessary and to enter into an Asset Transfer/Assignment Agreement with Greendale for transfer of the relevant trademarks (valued at Rs.20.00 Crores) and other identified assets, if any, relating to the packet tea business of your Company to Greendale.

It is envisaged that with this measure, your Company and McLeod will bring their respective skills of marketing & distribution and tea plantation knowledge to focus and develop the packet tea business to a much higher level and that this alliance would enable your Company to upscale its FMCG operation.

Small Home Appliances

Your Company has recently forayed into the Small Home Appliances segment in line with its strategy to bring in new Products to its selling basket with a view to improving turnover and profitability. Towards this, your Company launched a range of fans and appliance products, namely, Mixer Grinders, Irons, Room Heaters, Juicer Mixer Grinders, Water Heaters, Induction Cookers and Sandwich Makers among many others It has also launched a range of Air Purifiers to augment the portfolio.

Net sales from this category for the current year stood at Rs.109.20 Crores and is expected to provide significant turnover growth in the years to come. Your Company successfully serviced Energy Efficiency Services Ltd (EESL) tenders worth Rs.7.80 Crores - for supply of fans - as part of the scheme to supply to homes at affordable prices.

Diversification of Product Portfolio

Your Company is committed to bringing new products to its selling basket with a view to improve turnover and profitability. Towards this, your Company diversified its product portfolio into a new product range of confectionery products through its brand ‘Jollies’. In the first phase, Jollies has been launched in the fruit chew segment, close to the end of the year. Your Company believes that the fast growing fruit chew segment will double in the next 3-4 years and expects to become a significant player in this segment by making this underpenetrated category available across urban and rural India through its robust deep distribution network. Your Company is working on an asset light model and believes it can add significant turnover and profitability with entry into this segment.

Close to the end of the year, your Company has also agreed to enter into a Joint Venture with Universal Wellbeing Pte. Ltd. to engage in the business of manufacturing/importing and marketing of fast moving consumer goods (FMCG) in India. Your Company shall acquire 30% shares of the Joint Venture Company to be newly incorporated for the same. Balance 70% shall be acquired by Universal Wellbeing Pte. Ltd.

Universal Wellbeing is one of the leaders in the FMCG market in South East Asia with active presence in several countries. It is part of the Wings Group of Indonesia. It develops, manufactures and sells a wide variety of products in fabric and household care, personal care, skincare and foods & beverages.

The new venture, which is yet to be incorporated, will market FMCG products using the respective strengths of its shareholders, viz., the product expertise of Universal Wellbeing and the distribution strength of your Company. It is envisaged that with this Joint Venture, your Company will be able to unlock more value from its vast distribution network and would be able to offer better products of international quality to the Indian consumer.

Prospects

The introduction of Goods and Services Tax (GST) during the year, initially resulted in de-stocking in trade channels which impacted turnover. Though Company turnover did grow in the subsequent quarters driven mainly by the Lighting and Appliance categories, the segments of batteries and flashlights got affected due to high GST rates. While the rates got eased out during the end of the third quarter, the overall turnover for these two categories remained flat. Coupled with high employee costs, higher advertising and promotional spends, higher distribution costs and few other charges, the results for the year was much inferior to that of the previous year.

However, in the medium to long term, introduction of GST is expected to have a positive impact on the economy, thereby augmenting demand, which will be beneficial to the Company. Additionally, it is anticipated that the GST regime will bring in higher degree of tax compliance in the country. The battery and flashlight categories, bear the impact of non-compliance with tax laws by unorganized part of the market - either through undervalued dumped imports from China for batteries or gray market local operators in the flashlights market. It is expected that the GST regime will bring such elements into its net thereby eliminating the unfair gap in the pricing structure with tax compliant organizations. As a consequence, both batteries and flashlights should show reasonable growth in 2018-19. The Bureau of Indian Standards (BIS) has in April 2018 issued mandatory quality standards for dry cell batteries being marketed in India. This will come in full effect from October 2018 as a 6-month period has been allowed for compliance. It is expected that the dumped imports from China may not be able to comply with these standards. Subject to effective administration at the ports of entry by concerned authorities, volumes of such imports may decrease - to the benefit of organized players. This, along with projections for a near-normal monsoon in the forthcoming season, should add fillip to the demand. The Company is also confident that it will be able to capture growth in this market, riding on its obvious strengths of premium quality offering, brand and distribution. The outlook on battery and flashlight categories thus remains positive.

Prospects are promising in the Lighting & Electrical products category. This business has become a key focus area and an avenue for growth. As mentioned earlier, the market has now almost entirely shifted from CFL to LED bulbs and Luminaires. LED bulbs and LED based Luminaires with higher margins now constitute more than 80% of the category turnover and these will be the growth drivers for the category and the overall business of the Company. This range of new generation lights have been very well accepted by the market and will enhance the Company’s efforts towards a fruitful diversification. The outlook is thus upbeat - with potential for both growth and profitability.

Growth will also come from the product segment of appliances with growing disposable incomes and Government’s initiative of rural electrification. Though at a nascent stage, initial market response and results have been encouraging.

Growth is also expected from the recently launched category of Confectioneries under the ‘Jollies’ brand - leveraging the existing FMCG distribution network of the Company.

FINANCE

Tight control was kept over the finances of your Company. Despite pressure on Working Capital necessitated due to scaling up of business, your Company could contain finance cost through judicious working capital management and operational efficiencies. Your Company remains focused to reduce its borrowings, which stood at Rs.246.06 Crores at the end of the year.

Your Company met its financial commitments in servicing debt and repayment thereof in a timely manner. Capital expenditure program was fully met.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2018 to which the financial statements relate and the date of this Report.

SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

Your Company’s subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of Rs.42.47 Crores during the current year ( Rs.46.66 Crores during FY 2016-17). However, it did not earn any profits during the year.

Another subsidiary, Greendale India Limited (formerly Litez India Ltd.) registered a turnover of Rs.0.12 Crores during the current year ( Rs.2.16 Crores during FY 2016-17). It incurred a loss of Rs.1.43 Crores during the year.

A Statement in Form AOC-1 containing the salient features of the said Subsidiary Companies is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the said Subsidiary Companies are available on the website of the Company.

These documents shall be kept open for inspection at the Registered Office of the Company and of the subsidiaries concerned during working hours before the Annual General Meeting and shall be made available to any Member on request.

The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, of the applicable subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 83rd Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, forms part of this Report as Annexure 1.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the website of the Company (http://www.evereadyindia.com/investor-relations/pdf/csr-policy-14. pdf). This policy, encompasses the Company’s philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large. The Annual Report on CSR activities to be included in the Report, containing the composition of the CSR Committee, disclosure of the contents of the CSR Policy and the initiatives taken, as well as the expenditure on CSR activities, forms a part of this Report as Annexure 2.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors state that :

1. i n the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed with no material departures;

2. t he Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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;

3. t he Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Mr. Aditya Khaitan will retire by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Amritanshu Khaitan has been re-appointed as Managing Director for a period of five years effective May 5, 2017 at the 82nd Annual General Meeting of the Company.

Mr. Ajay Kaul has been appointed as an Independent Director for a period of five years effective May 30, 2017 at the 82nd Annual General Meeting of the Company.

In terms of Regulation 17(1A) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, recently notified and effective from April 1, 2019, the continuation of the directorship of Mr. B. M. Khaitan, who has already attained the age of 75 years is recommended for the approval of the shareholders at the forthcoming Annual General Meeting.

On a Reference Application made by the Central Government to the Company Law Board (CLB) under Section 408 of the Companies Act, 1956, the CLB, by an order dated December 20, 2004 directed the Central Government to appoint three Directors on the Company’s Board for three years. As the CLB’s order suffers from various legal infirmities, the Company, based on legal advice, has challenged this order of the CLB before the Hon’ble High Court at Calcutta, which has, by an interim order, stayed the operation of the CLB’s order. The stay is continuing.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

REMUNERATION POLICY

The Remuneration Policy is available on the website of the Company, (http:// www.evereadyindia.com/investor-relations/pdf/remuneration-policy.pdf). This policy for selection and appointment of Director, Senior Management and their remuneration, includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters as required.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination &, Remuneration and Stakeholders Relationship and Corporate Social Responsibility Committees. Annual Performance Evaluations as required, have been carried out. The statement indicating the manner in which formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Annual Report.

MEETINGS

The Board meets regularly to discuss and decide on various matters as required. Due to business exigencies, certain decisions are taken by the Board through circulation from time to time. During the year, five (5) Board Meetings were convened and held. Additionally, several committee meetings as well as Independent Directors’ meeting(s) were also held. The details of the Meetings are given in the Corporate Governance Report which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The details with respect to the compositions, powers, roles and terms of reference etc. of relevant Committees of the Board of Directors are also given in the Corporate Governance Report which forms part of this Annual Report. All recommendations made by the Audit Committee during the year were accepted by the Board.

EMPLOYEE RELATIONS

One of your Company’s key strengths is its people. Relations with employees remained cordial and satisfactory. Your Board would like to place on record its appreciation of employees for their contributions to the business.

Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. Long-term wage settlements were signed for factories at Maddur & Haridwar.

The details of the ratio of the remuneration of each director to the median employee’s remuneration and other particulars and details of employees in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure 3. The details of the employee’s remuneration as required under the said section and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request. Such details are also available on your Company’s website. None of the employees listed in the said Annexure is related to any Director of the Company, in terms of the definition of Relatives as provided in the Act.

STATUTORY AUDITORS

Messrs. Price Waterhouse & Co. Chartered Accountants LLP (Firm’s Registration No. 304026E) have been appointed to hold office as Auditors for a period of 5 continuous years from the conclusion of the 82nd Annual General Meeting till the conclusion of the 87th Annual General Meeting of the Company.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors, have appointed M/s. Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata 700 029, (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending March 31, 2019. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2017-18 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice. The Secretarial Audit Report forms a part of this Report as Annexure 4.

AUDITORS’ REPORT

There are no Audit Qualifications/Reservations/Adverse Remarks in the Statutory Auditors Report and in the Secretarial Audit Report as annexed elsewhere in this Annual Report. However, the Auditors have drawn attention of the Members on the penalty imposed by Competition Commission of India (CCI), the matter of which is covered elsewhere in the Report and also in the Notes forming part of the financial statements.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of the business operations. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on financial reporting in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements and forms a part of this Report.

PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered into, during the year under review were on arm’s length basis, in the ordinary course of business, for the operational and administrative benefits of the Company. There were no contracts/arrangements/ transactions with related parties which could be considered as material and which may have a potential conflict with the interest of the Company at large. Accordingly, no contracts/arrangements/transactions are being reported in Form AOC-2. Details on related party disclosures are further given in the Corporate Governance Report, which forms a part of this Report.

RISK MANAGEMENT

Your Directors have approved various Risk Management Policies. All material risks faced by the Company are identified and assessed by the Risk Management Steering Committee. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting the risks on a periodic basis.

VIGIL MECHANISM

Your Directors have adopted a Vigil Mechanism/Whistle Blower Policy. The Policy has been posted on the website of the Company. None of the Company’s personnel have been denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 forms a part of this Report as Annexure 5.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Competition Commission of India (CCI) issued an Order dated April 19, 2018, imposing penalty on certain zinc carbon dry cell battery manufacturers, concerning contravention of the Competition Act, 2002 (The Act). The penalty imposed on your Company was Rs.171.55 Crores. Your Company filed an appeal and stay application before the National Company Law Appellate Tribunal, New Delhi, (NCLAT) against the CCI’s said Order. The NCLAT vide its order dated May 09, 2018, has stayed the penalty with the direction of depositing 10% of the penalty amount within 15 days with the Registrar of the NCLAT and the same has been duly deposited by your Company.

Based on legal advice received by your Company, it is believed that, given the factual background and the judicial precedents, there are reasonable grounds on the basis of which the NCLAT will allow the appeal and accordingly, the Company is hopeful on adjudication upon the quantum of penalty imposed or remand to CCI for de novo consideration. However, at this stage it is not possible for your Company to quantify or make a reliable estimate of the quantum of penalty that may be finally imposed on your Company. It may be noted that a certain amount of penalty will be levied on the Company as it had also earlier filed an application under the Lesser Penalty Regulations under The Act.

In terms of the aforesaid legal advice, your Company has been advised that the matter should be recognized as a contingent liability as defined under Ind-AS 37 and there should be no adjustment required in the financial statements of the Company in accordance with Ind-AS 10. Accordingly, pending the final disposal of the appeal, the amount has been disclosed as contingent liability in the accounts for the year under review.

Other than the aforesaid, there have been no significant and material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Company’s operations in future.

OTHER DISCLOSURES During the year under review :

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There was no change in the share capital or the nature of business or the Key Managerial Personnel of the Company.

d. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

A Management Discussion and Analysis Report and a Report on Corporate Governance are presented in separate sections, forming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT/DIVIDEND DISTRIBUTION POLICY

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section as well as the Dividend Distribution Policy are presented in separate sections, forming part of the Annual Report.

For and on behalf of the Board of Directors

Kolkata B. M. Khaitan

May 29, 2018 Chairman

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