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DIRECTOR'S REPORT

AGC Networks Ltd.

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Market Cap. (₹) 283.99 Cr. P/BV 15.21 Book Value (₹) 6.28
52 Week High/Low (₹) 128/49 FV/ML 10/1 P/E(X) 0.00
Bookclosure 26/09/2019 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2018-03 

The Directors hereby present the 32nd Annual Report and the audited financial statements of the Company for the year ended March 31 2018.

1. Financial Results

The results of the Company on standalone and consolidated basis are as given below:

Rs. in Crores

Standalone

Consolidated

Year ended 31/03/2018

Year ended 31/03/2017

Year ended 31/03/2018

Year ended 31/03/2017

Revenue from Operations (Gross)

303.39

245.96

733.45

780.22

Other Income

5.30

5.50

4.88

3.57

Total Income (Net)

308.69

251.46

738.33

783.79

Profit/(Loss) before interest, depreciation & tax

34.25

(1.80)

38.18

35.90

Less : Interest and finance charges (Net)

20.90

21.59

24.96

26.19

Less : Depreciation

2.13

2.39

8.17

6.56

Profit/(Loss) before tax & exceptional item

11.22

(25.78)

5.05

3.15

Exceptional item

20.52

9.50

14.02

9.50

Profit/(Loss) before tax before

31.74

(16.28)

19.07

12.65

Less : Tax

-

-

4.14

2.32

Profit/ ( Loss) after tax

31.74

(16.28)

14.93

10.33

Other Comprehensive Income

(0.90)

0.40

(0.26)

(2.05)

Total Comprehensive Income for the year

30.84

(15.88)

14.67

8.28

2. Dividend

The Board has recommended a dividend of Rs. 1/- per share i.e. 1% on Preference shares of Rs. 100/- each issued by the Company, aggregating to Rs. 15,00,000/- for the FY 2017-18.

With a view to conserve resources for future growth, your Directors have not recommended any dividend on Equity Shares for the financial year ended March 31, 2018.

3. Financial Performance

The Company, for the year ended March 31, 2018 recorded a gross turnover of Rs. 303.39 Crores as against Rs. 245.96 Crores for the period ended March 31, 2017 on Standalone basis. On Consolidated basis the gross turnover stood at Rs. 733.45 Crores as against Rs. 780.22 Crores in the previous year ended on March 31, 2017. The year 2017-18 has recorded a Net profit of Rs. 31.74 Crores against a net loss of Rs. 16.28 Crores for the FY 2016-17 on Standalone basis. On Consolidated basis, your Company has made a net profit of Rs. 14.93 Crores for FY 2017-18 against a net profit of Rs. 10.33 Crores for the FY 2016-17. Higher profits are primarily due to increase in gross margin and better mix of revenues - geography and product-wise and optimisation of cost.

4. Organizational Initiatives

Building a Global Connect through Culture & Engagement:

AGC aims to create a progressive and vibrant work-environment where employees are committed to their organization’s goals and values, motivated to contribute to organizational success, and equipped to maintain a healthy work-life balance.

I. Employee Communications

a. CEO Konnect - An All Hands Communication is an important Employee Connect platform where the CEO shares organization-wide update, directions and overall imperatives with the employees. This interactive session enables a platform where employee queries are addressed by the CEO to set employee expectations and share AGC’s future plans and aspirations.

b. CEO Performance Plus awards - AGC’s Global Reward & Recognition framework is aligned to recognize exceptional talent and reward top performance. The CEO Performance Plus Awards are given to acknowledge exemplary performances, exceeding expectations and setting new performance benchmarks. The awards recognize performances across various criterion.

II. Employee Connect Programs - with an intent to create happy workplace at AGC.

Employee engagement initiatives - Various calendarized employee engagement activities are undertaken throughout the year to keep employees happily engaged and help them maintain a healthy work-life balance.

III. Training and Learning Programs

Learning and development offerings are customized for employees across career levels, skills and domains. Learning expertise is being cultivated in-house, in the form of dedicated internal trainers and lab set ups. New learning and development methodologies are introduced to maximize individual capability and performance. Key OEM (Original Equipment Manufacturers) certifications are achieved to enable and continue partnerships with core and strategic OEMs.

IV. Career Growth

Global Talent Exchange (GTEx) and Internal Job Postings (IJP) provide employees with opportunities, both within and outside India, to explore their talents and ensure their career growth.

V. Corporate Social Responsibilities

As a responsible corporate organization, AGC has been consistently working towards adding value to the society through various community initiatives with an objective to go beyond business to enrich the quality of life of the community that AGC operates in.

5. Management’s Discussion and Analysis

Management’s Discussion and Analysis for the year under review, as stipulated under SEBI (LODR) Regulations, 2015, is presented in a separate section forming an integral part of the Annual Report.

6. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested. For detailed with regard to reportable material weaknesses, if any, please refer Statutory Auditors’ report forming part of the report.

7. Fixed/Public Deposits

The Company has not accepted any Fixed/Public Deposits during the year.

8. Subsidiaries

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

A statement containing salient features of the financial statements of each of the subsidiaries of the Company in Form No. AOC-1 is presented on page No.142 of this Annual Report.

9. 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 utilized by the recipient are provided in the notes to financial statements.

10. Statutory Auditors and their report

M/s. Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, Statutory Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes to financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. Following were the reservation/qualifications mentioned in their Audit Report for the financial year ended 31st March, 2018, along with view of the Management for the same.

A. Standalone Audit report

As stated in Note no. 42 to the financial statements, during the year ended 31 March 2015, the Company had recognised sale of two properties, classified as fixed assets under previous GAAP, having carrying values of Rs. 0.74 Crores and Rs. 0.35 Crores, and recorded profit on such sale amounting to Rs. 40.85 Crores and Rs. 5.19 Crores respectively (net of incidental selling expenses amounting to Rs. 3.04 Crores and Rs. 0.35 Crores). In our opinion, the significant risks and rewards of ownership of the said properties were not transferred when such sale was recognised. The Company has not rectified the said error in these first Ind AS financial statements, and therefore, recognition of such sale and the accounting treatment followed by the Company is not in accordance with the principles laid under Indian Accounting Standard (Ind AS) 16 ‘Property, Plant and Equipment’.

Had the Company followed the principles of Ind AS 16 and corrected the error in accordance with Ind AS 101: First-time Adoption of Indian Accounting Standards, the carrying value of current tax assets (net), and property, plant and equipment as at 1 April 2016 would have been higher by Rs. 3.27 Crores and Rs. 1.09 Crores respectively, and other financial liabilities, current financial asset (receivable for sale of property) and retained earnings as at that date would have been lower by Rs. 0.19 Crores, Rs. 47.32 Crores and Rs. 42.77 Crores respectively.

Further, in our opinion, the significant risks and rewards of ownership in respect of one of the said properties having a carrying value of Rs. 0.35 Crores as at 31 March 2015 were transferred in April 2016 while the significant risks and rewards of ownership in respect of the other property having a carrying value of Rs. 0.74 Crores as at 31 March 2015 have not been transferred until 31 March 2018.

Had the Company followed the principles of Ind AS 16, and corrected the aforementioned errors in accordance with Ind AS 8 in the current year financial statements, other income for the year ended 31 March 2018 would have been higher by Rs. Nil (31 March 2017: Rs. 5.19 Crores) while depreciation expense would have been higher by Rs. 0.04 Crores (31 March 2017: Rs. 0.05 Crores). The carrying value of property, plant and equipment and current tax assets(net) as at 31 March 2018 would have been higher by Rs. 0.74 Crores (31 March 2017: Rs. 0.74 Crores) and by Rs. 3.27 Crores (31 March 2017: Rs. 3.27 Crores) respectively. The other financial liabilities and current financial assets (receivable from sale of property) as at 31 March 2018 would have been lower by Rs. 0.16 Crores (31 March 2017: Rs. 0.16 Crores) and Rs. 23.55 Crores (31 March 2017: Rs. 47.32 Crores) respectively. The resulting impact of the above correction in errors would have resulted into decrease in retained earnings as at 31 March 2018 by Rs. 37.58 Crores (31 March 2017: Rs. 37.58 Crores).

Management’s views on the above:

During the year ended 31 March 2015, the Company entered into deeds of assignment to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company for a consideration of Rs. 50.52 Crores. During April 2015, the lender to whom these assets were provided as security, provided its in principal approval for the said transfer subject to fulfilment of conditions stated therein. The said transfer was pending approval from the relevant government authority and transfer of legal title that were considered to be procedural in nature. Accordingly, the Company had recognized profit on sale of Property, Plant and Equipment of Rs. 46.04 Crores (net of incidental expenses Rs. 3.39 Crores) during the year ended 31 March 2015. During the previous year ended 31 March 2016, the Company received approval from the lender for sale of one of the property sold for consideration of Rs. 5.89 Crores and also realized part consideration of Rs. 3.20 Crores from the buyer. During April 2016, approval from the requisite authorities have also been received and sale deed has been executed between the Company and the buyer for transfer of legal title for one of the property. The Company has also obtained the requisite approvals for the other property and during the year ended 31 March 2018 has realized further consideration of Rs. 23.77 Crores. The sale deed for the other property will be executed on simultaneous settlement of balance consideration by the buyer. Accordingly management believes that the Internal Financial Controls are operating effectively.

B. Consolidated Audit report

As stated in Note no. 46 to the consolidated financial statements, during the year ended 31 March 2015, the Company had recognised sale of two properties, classified as fixed assets under previous GAAP, having carrying values of Rs. 0.74 Crores and Rs. 0.35 Crores, and recorded profit on such sale amounting to Rs. 40.85 Crores and Rs. 5.19 Crores respectively (net of incidental selling expenses amounting to Rs. 3.04 Crores and Rs. 0.35 Crores). In our opinion, the significant risks and rewards of ownership of the said properties were not transferred when such sale was recognised. The Company has not rectified the said error in these first Ind AS financial statements, and therefore, recognition of such sale and the accounting treatment followed by the Company is not in accordance with the principles laid under Indian Accounting Standard (Ind AS) 16 ‘Property, Plant and Equipment’.

Had the Company followed the principles of Ind AS 16 and corrected the error in accordance with Ind AS 101: First-time Adoption of Indian Accounting Standards, the carrying value of current tax assets (net), and property, plant and equipment as at 1 April 2016 would have been higher by Rs. 3.27 Crores and Rs. 1.09 Crores respectively, and other financial liabilities, current financial asset (receivable for sale of property) and retained earnings as at that date would have been lower by Rs. 0.19 Crores, Rs. 47.32 Crores and Rs. 42.77 Crores respectively.

Further, in our opinion, the significant risks and rewards of ownership in respect of one of the said properties having a carrying value of Rs. 0.35 Crores as at 31 March 2015 were transferred in April 2016 while the significant risks and rewards of ownership in respect of the other property having a carrying value of Rs. 0.74 Crores as at 31 March 2015 have not been transferred until 31 March 2018.

Had the Company followed the principles of Ind AS 16, and corrected the aforementioned errors in accordance with Ind AS 8 in the current year financial statements, other income for the year ended 31 March 2018 would have been higher by Rs. Nil (31 March 2017: Rs. 5.19 Crores) while depreciation expense would have been higher by Rs. 0.04 Crores (31 March 2017: Rs. 0.05 Crores). The carrying value of property, plant and equipment and current tax assets(net) as at 31 March 2018 would have been higher by Rs. 0.74 Crores (31 March 2017: Rs. 0.74 Crores) and by Rs. 3.27 Crores (31 March 2017: Rs. 3.27 Crores) respectively. The other financial liabilities and current financial assets (receivable from sale of property) as at 31 March 2018 would have been lower by Rs. 0.16 Crores (31 March 2017: Rs. 0.16 Crores) and Rs. 23.55 Crores (31 March 2017: Rs. 47.32 Crores) respectively. The resulting impact of the above correction in errors would have resulted into decrease in retained earnings as at 31 March 2018 by Rs. 37.58 Crores (31 March 2017: Rs. 37.58 Crores).

Management’s views on the above:

During the year ended 31 March 2015, the Company entered into deeds of assignment to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company for a consideration of Rs. 50.52 Crores. During April 2015, the lender to whom these assets were provided as security, provided its in-principal approval for the said transfer subject to fulfilment of conditions stated therein. The said transfer was pending approval from the relevant government authority and transfer of legal title that were considered to be procedural in nature. Accordingly the Company had recognized profit on sale of Property, Plant and Equipment of Rs. 46.04 Crores (net of incidental expenses Rs. 3.39 Crores) during the year ended 31 March 2015. During the previous year ended 31 March 2016, the Company received approval from the lender for sale of one of the property sold for consideration of Rs. 5.89 Crores and also realized part consideration of Rs. 3.20 Crores from the buyer. During April 2016, approval from the requisite authorities have also been received and sale deed has been executed between the Company and the buyer for transfer of legal title for one of the property. The Company has also obtained the requisite approvals for the other property and during the year ended 31 March 2018 has realized further consideration of Rs. 23.77 Crores. The sale deed for the other property will be executed on simultaneous settlement of balance consideration by the buyer. Accordingly management believes that the Internal Financial Controls are operating effectively.

11. Secretarial Auditors and their report

Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by Dr. S. K. Jain and Co., Practicing Company Secretaries (FCS No. 1473) for the financial year 2017-18. The Report given by the Secretarial Auditors is annexed as Annexure - I and forms an integral part of this Board’s Report. There are no qualification, reservation or adverse remark or disclaimer in their Report.

12. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The certificate required under SEBI (LODR) Regulations, 2015 from Practicing Company Secretaries confirming compliance with the conditions of corporate governance is annexed herewith and marked as Annexure II.

13. Number of Board meetings

During the FY 2017-18, Five (5) Board meetings were held. Further detail on the same is available in Corporate Governance Report which forms part of this Annual Report.

14. Employees’ Stock Option Scheme

Pursuant to the shareholders’ approval dated April 21, 2015, the Nomination and Remuneration Committee of the board of directors of the Company granted stock options as per the terms of ESOP Scheme 2015 approved on April 21, 2015 to employees and directors of the Company and its subsidiaries. Following is the table giving detailed information with regard to the same:

Total options granting eligibility of the Company (A)

14,23,323

Total options granted as on 31.3.2017 (B)

13,25,114

Total options lapsed as on 31.3.2017 (C)

7,68,594

Options available for grant as on 31.3.2017 (D) = (A-B C)

8,66,803

Options granted during the FY 2017-18 (E)

NIL

Options lapsed during the FY 2017-18 (F)

85,400

Options available for grant as on 31.3.2018 (G) = (D-E F)

9,52,203

Vesting has not started for any of the above grants as on March 31, 2018.

The details pursuant to the SEBI ESOP Regulations have been placed on the website of the Company and web link of the same is http://www.agcnetworks.com/in/investors/tesop.

15. Transfer of Unpaid and Unclaimed Dividend/Shares to IEPF

The dividends which remained unpaid/unclaimed for a period of seven years, have been transferred on due dates by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’) mandates that companies shall apart from transfer of dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF), also transfer the corresponding shares with respect to the dividend, which has not been paid or claimed for seven consecutive years or more to IEPF. Accordingly, the dividends that remained unclaimed for seven years and also the corresponding shares have been transferred to IEPF account on due dates. Details of the shares already transferred and the shares which are due for transfer have been uploaded on the website of the Company and can be accessed at http://www.agcnetworks.com/in/investors/tiepf.

16. Familiarization Programme For Independent Directors

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

17. Vigil Mechanism

The Vigil Mechanism of the Company in terms of the SEBI (LODR) Regulations, 2015 is incorporated under whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Ethics Officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link http://www.agcnetworks.com/home/policies.

18. Performance evaluation

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Board, the Chairman, Independent and Non-Independent Directors and the Committees was undertaken.

The evaluation was carried out through a Digital Platform on questionnaire based rating assessment mechanism where the evaluators were requested to give rating for each criteria set for evaluating the performance of the Director or the Committee of which, the performance was being evaluated. The Board Evaluation process was focused around how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was appraised of the business issues and the related opportunities and risks. The Board discussed various aspects of the functioning of the Board and its Committees such as structure, composition, meetings, functions and interaction with Management. Additionally, during the evaluation process, the Board also focused on the contribution being made by the Board as a whole, through Committees. The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board that were functioning effectively.

19. Extract of Annual Return

In terms of Section 134(3)(a) of the Act, the extract of Annual Return of the Company in the prescribed Form No. MGT-9 for the Financial Year 2017- 18 is annexed herewith as annexure III.

20. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mr. Sanjeev Verma, Whole-Time Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the year, following appointment/resignation took place in Directors and Key Managerial Personnel of the Company.

Name

Event

Designation

Date of Event

Mr. Shuva Mandal

Resignation

Independent NonExecutive Director

July 13, 2017

Mr. Manhar Mandaliya

Resignation

Independent NonExecutive Director

August 8, 2017

Mr. Jangoo Dalal

Resignation

Independent NonExecutive Director

November 21, 2017

Mr. Pratik Bhanushali

Resignation

Company Secretary & Compliance Officer

January 12, 2018

Mr. Angshu Sengupta

Resignation

Chief Financial Officer

February 8, 2018

Mr. Dilip Thakkar

Appointment

Independent NonExecutive Director

February 8, 2018

Mr. Deepak Kumar Bansal

Appointment

Chief Financial Officer

February 8, 2018

Mr. Aditya Goswami

Appointment

Company Secretary & Compliance Officer

February 8, 2018

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (LODR) Regulations, 2015. For detailed composition of Board of Directors and various Committees, kindly refer ‘the report on Corporate Governance forming part of this report.

The Company has devised a Policy for performance evaluation of Directors, Board and senior management which include various criteria for performance evaluation of the same. The Company has also devised remuneration policy. These policies are annexed to this report as Annexure IV and V respectively.

21. Personnel

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.

The statement of particulars of appointment and remuneration of managerial personnel and employees of the Company as required under Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure VI.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

22. Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(i) Part A pertaining to conservation of energy is not applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure VII to this report.

(iii) Part C pertaining to foreign exchange earnings and outgoings is as mentioned below.

22. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at the link http://www.agcnetworks.com/in/en/corporate-governance. The Report on CSR activities is annexed herewith marked as Annexure VIII.

24. Risk Management Policy

The Company has a comprehensive Risk Management Policy in place which clearly indicates the all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks that have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. In terms of Regulation 21 (5) of SEBI (LODR) Regulations, 2015, the provisions of constituting Risk Management Committee are not applicable to the Company during the FY2017-18.

25. 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 materiality of related party transactions. Most of these are purchase/sales transactions and maintenance services transactions which are of the duration of 3 months to 12 months. Your Directors draw attention of the members to Note no. 38 (Consolidated) and 35 (standalone) to the financial statement which sets out related party disclosures.

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 at the link: http://www.agcnetworks.com/home/policies.

26. Directors’ Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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, 2018 and of the profit/(loss) of the Company for the year ended on that date;

c) 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;

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017 -18.

27. Committees of the Company

The details relating to all the Committees constituted by the Company are mentioned in the ‘Report on Corporate Governance’, which forms a part of the Annual Report.

28. Acknowledgements

The Board is thankful to the Shareholders, Bankers and Customers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Company’s objectives.

For and on behalf of the Board of Directors

Sanjeev Verma Mahua Mukherjee

Whole-Time Director Executive Director

DIN: 06871685 DIN: 08107320

Mumbai

May 29, 2018

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