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DIRECTOR'S REPORT

Seamec Ltd.

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Market Cap. (₹) 1198.79 Cr. P/BV 2.79 Book Value (₹) 169.00
52 Week High/Low (₹) 507/187 FV/ML 10/1 P/E(X) 14.65
Bookclosure 26/09/2018 EPS (₹) 32.19 Div Yield (%) 0.00
Year End :2018-03 

To

The Members

The Directors have pleasure in presenting the Thirty First Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS

(Figures in Rs. Million)

Current Year Period ended 31.03.2018

Previous Year Period ended 31.03.2017

Net Sales/Income from Operations

1936

2076

Other Income

188

176

Total Expenditure

a. Employee Benefit Expenses

608

632

b. Operating Expenses

829

1067

c. Other Expenditure

169

1516

Earnings before Interest, Depreciation & Tax

518

(963)

Interest Expenses

6

12

Depreciation

489

480

Profit / (Loss) before Tax

23

(1455)

Tax Expenses for the year

20

41

Profit /(Loss) after Taxation

3

(1496)

Add: Balance brought forward from previous year

1406

2902

Surplus available for appropriation

1409

1406

Transfer to Tonnage Tax Reserve

-

-

Retained profit carried forward

1409

1406

During the global downturn experienced over last decade, there has been a distinctive mismatch between cost and yield in the oil and gas exploration. The oil majors had made cautious approach and discouraged their spending on capex. The scenario has positively impacted towards the later part of the year under review. Though investment has grown, the opportunities for service providers has not grown in tandem. However, it has raised expectation for sustainable growth in offshore exploration and production activities, thus opened up opportunities for service providers.

In India, ONGC has resumed its investment plan in exploration, production activity and development of existing fields to meet energy security. Thus opportunities cropped up for service providers like your Companys’ line of business with great assurance for deployment of vessels. But there were competitions resulting reduction in value of project contract which ultimately impacted reduction in Charter rate.

Your Company continues to focus on engagement of your vessels under the available business opportunities.

During the year under review, the Company’s total revenue was Rs. 2124 million against Rs. 2252 million in last year. The reduction in overall revenue was primarily due to under employment of three out of six of your vessels. This apart, one of your vessels engaged with ONGC on a long term Charter had under gone statutory dry docking. Further one of your other vessels with ONGC on a long term Charter was forced to off hire for a short period due to break down. These have caused a double impact on revenue as well as fixed expenses. For the balance vessels, deployment days and a fall in Charter rate remained as a critical factor. Opportunities in Middle East, South East Asia etc. were not encouraging.

Newly acquired Bulk Carrier was employed throughout the year except off hired for a short period warranted by emergency repair. Her performance during the year under review was satisfactory.

Income from operations was Rs. 1936 million as against Rs. 2076 million in the previous year, showing a drop of 7%. However, there was a marginal increase in other income from Rs. 176 million to Rs. 188 million, primarily due to cash surplus, complemented by reduction in interest rate and provisions written back.

The Company has considered the impact of impairment cost of Rs. 26.91 million for vessel “REVELATION” which is under proposal for scrap.

Against a Loss of Rs. 1496 million of previous year, your Company earned a profit of Rs. 3 million during year under review.

On a consolidated basis, total revenue was Rs. 2134 million compared to Rs. 2265 million of previous year. Despite comparative reduction in Revenue, your Company earned a profit after Tax Rs. 10 million against a loss of Rs. 1489 million in the previous year. During year under review, Companys’ cash profit was Rs. 435 million.

Cash & Bank Balance at the beginning of financial year was Rs. 442 million. The balance at the end of the year was Rs. 422 million, an decrease of 5% over last year.

From the Assessment year 2005-06 (relevant accounting year 2004-05), your Company has come under Tonnage tax regime available for shipping Companies under chapter XII - G of Income Tax Act, 1961. Tonnage Tax scheme available initially upto 31.03.2015 has been extended for a further period of 10 years till AY 2024-25. For the year under review, due to absence of profit no Tonnage Tax Reserve was created u/s 115V of Income Tax Act, 1961.

2. OPERATIONS

Two of Company’s vessels are under long term charter with ONGC. Newly acquired Bulk Carrier SEAMEC GALLANT was on deployment almost throughout the year. The remaining three vessels were under deployed due to non-facilitation of Contracts. Out of the 1270 days of deployment, domestic operations registered 946 days and overseas operation was for 324 days only.

3. DIVIDEND

In view of inadequacy in profit, the Board of Directors decided not to recommend Dividend but to use available resources for augmentation of long term capital requirements.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Articles of Association of the Company, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in its meeting held on 14th November, 201 7 appointed Mr. Naveen Mohta (DIN: 07027180), secondment from parent Company HAL Offshore Limited (HAL) as Additional Director under section 11.1 of the Companies Act, 2013. In the said meeting Mr Naveen Mohta was appointed as Whole Time Director under Section 196 read with Section 203 of the Companies Act, 2013 with effect from 14th November, 2017 for a period of five years, subject to approval of the terms of appointment by the shareholders of the Company.

At the forthcoming 31st Annual General Meeting, Mr. Mohta retires by rotation and being eligible, offers himself for reappointment. Shareholders approval is sought to the appointment of Mr. Mohta as Director of the Company under section 149 and 152 of the Companies Act, 2013 and also as an Whole Time Director pursuant to Section 196 read with Section 203 of the Companies Act, 2013. Notice from shareholder signifying proposal for appointment of Mr. Naveen Mohta as Director / Whole Time Director has been received under Section 160 of the Companies Act, 2013.

Mr. Subrat Das (DIN: 07105815) was appointed as Additional Director on the Board as a nominee of HAL. His terms of office expires at the ensuing Annual General Meeting of the Company. Notice under Section 160 of the Companies Act, 2013 has been received from shareholder proposing the appointment of Mr. Das as Director of the Company.

The Independent Directors have confirmed and declared to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereunder. Board is also of the opinion that the Independent Directors fulfill all the conditions specified in Companies Act, 2013 making them eligible to act as Independent Directors.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjeev Agrawal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Independent Directors of the Company had a separate meeting on 17th March, 2018 to conduct an evaluation on the performance of individual directors, the Board and its committees and assess the quality, quantity and timelines of flow of information from the Company Management to the Directors.

Board also conducted a similar exercise and evaluation for Independent Directors.

The results were satisfying. The knowledge, experience and advice shared by Independent Directors from time to time have ensured corporate governance and good conduct, risk mitigation and strategic business decision for the growth of the Company.

The Board evaluation concluded that the Board continues to operate effectively, encourage healthy and open debate and is well supported by timely information flow.

The brief details of all members of Board are annexed to this report.

The following persons are the Key Managerial Personnel of the Company.

1. Mr. Naveen Mohta - Whole Time Director

2. Virendra Kumar Gupta - President & Chief Financial Officer

3. S. N. Mohanty - President - Corporate Affairs, Legal & Company Secretary

Remuneration and other details of Key Managerial Personnel for the year ended 31st March, 2018 are stated in the extract of the Annual Return.

5. RECONSTITUTION OF COMMITTEES:

With the change in composition of the Board, various committees of your Board have been reconstituted. The reconstituted Committees are as under:

AUDIT COMMITTEE

Mr. Mahesh Prasad Mehrotra Chairman Mr. Surinder Singh Kohli Member

Mr. Amarjit Singh Soni Member

Ms. Seema Modi Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Ms. Seema Modi Chairperson

Mr. Sanjeev Agrawal Member

Mr. Naveen Mohta Member

NOMINATION AND REMUNERATION COMMITTEE

Mr. Surinder Singh Kohli Chairman

Mr. Amarjit Singh Soni Member

Ms. Seema Modi Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Mr. Sanjeev Agrawal Chairman

Ms. Seema Modi Member

RISK MANAGEMENT COMMITTEE

Ms. Seema Modi Chairperson

Mr. Sanjeev Agrawal Member

Mr. Surinder Singh Kohli Member

Mr. Amarjit Singh Soni Member

Mr. Mahesh Prasad Mehrotra Member

Mr. Virendra Kumar Gupta Member

Mr. S. N. Mohanty Member

6. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as “Annexure A”

7. AUDITORS AND AUDIT REPORT

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rule, 2014, the members of the Company in its 30th Annual General Meeting held on 11th August, 2017, approved the appointment of M/s. T. R. Chadha & Co. LLP Chartered Accountants (ICAI Registration No. 006711N/9500028) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company.

As per amendment of Companies Act, 2013, read with Notification no. G.S.R. 432(E) dated 7th May, 2018 of Ministry of Corporate Affairs, the ratification of appointment of Auditors in every Annual General meeting during term of five years have been dispensed with.

M/s. T. R. Chadha & Co. LLP Chartered Accountants have submitted their Independent Auditors’ Report on the financial statement of the Company for the year ended on 31st March, 2018 and they have made no qualification or adverse remark or disclaimer in their report. The observations in the Auditor’s Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory.

8. AUDIT COMMITTEE

The Composition of Audit Committee was changed from time to time.

The composition of the Audit Committee, interalia, consists of Independent Directors viz., Messers Mahesh Prasad Mehrotra, Amarjit Singh Soni, Surinder Singh Kohli, and Ms. Seema Modi who forms the majority.

The Company has established a vigil mechanism to oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

More details of the Audit Committee are stated under Corporate Governance Report.

9. STAKEHOLDERS RELATIONSHIP COMMITTEE

The reconstituted Committee comprised of the following Directors as its Members:

a. Ms. Seema Modi

b. Mr. Sanjeev Agrawal

c. Mr. Naveen Mohta

10. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee pursuant to the provisions of the Companies Act, 2013. The Committee framed Corporate Responsibility Policy which was approved by Board on 11th August 2014. The Policy is available on Company’s Website www.seamec.in.

The terms of reference of Committee, number and dates of meetings held, attendance of Directors are given separately in the Corporate Governance Report.

The Company has commenced implementation of Policy and areas of activities have been pursued pursuant to provisions of the Companies Act, 2013. Annual Report of CSR Committee in the prescribed format is attached and forms a part of this report. (Annexure B)

11. NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee (NRC) is in compliance with the provisions of section 178 of the Companies Act, 2013 a read with Companies (Meeting of Board and its Powers) Rules, 2014 and comprises of Independent Directors viz., Messers Surinder Singh Kohli, Amarjit Singh Soni, and Ms. Seema Modi, as its members.

The Nomination and Remuneration Committee have formulated a policy as prescribed under the Act which interalia includes criteria for determining qualification, positive attributes and independence of a director and recommended to the Board for adoption of the Policy. The Policy also covers recommendation to the Board on the remuneration to the Board of Independent Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is also available on Company’s website www.seamec.in (web-link: http://seamec.in/attachments/Nomination%20and%20 Remuneration%20Policy.pdf) and the salient features of said policy is annexed hereto and marked as “Annexure I”.

12. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits under the Companies Act, 2013.

13. PARTICULARS OF LOANS, Guarantees AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

14. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Satyajit Mishra & Co, Company Secretaries in Whole-time Practice (FCS no. 5759, C P No. 4997), was appointed to conduct Secretarial Audit for the year ended 31st March, 2017. M/s Satyajit Mishra & Co, Practicing Company Secretaries has submitted Report on the Secretarial Audit which is attached as “Annexure C” and forms a part of this report.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

The Companys’ appeal against Commissioner of Customs order dated 28th March, 2013 imposing fine, penalty, confiscation of vessels amounting to Rs. 115 Crore plus interest was disposed off by Hon’ble Customs, Excise & Service Tax Appellate Tribunal (CESTAT) vide order dated 6th December, 2017. The order was allowing appeal in part. Being aggrieved, the Company had filed an application for Rectification of Mistake (ROM) before the designated Bench of CESTAT. CESTAT vide order dated 27th February, 2018 has allowed the rectification, remanded the matter and set aside the duty, penalties and confiscation of vessels.

16. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of Listing Regulations.

17. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Securities of Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulation 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Directors was carried out by the entire Board.

18. FAMILIARISATION Programme TO INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the business and operating scenario, the socioeconomic environment in which the Company operates, business model, operational and financial performance of the Company, Market dynamics and changes so as to enable them to take appropriate decision in a timely manner. The familiarization programme also seeks to update the Directors on their roles, responsibilities, rights and duties under the provision of law and other statues. All the Independent Directors have been familiarized with the programme conducted by the Company. The same is available in Company’s Website http://seamec.in/attachments/FAMILIARISATION-ID.pdf

19. RELATED PARTY TRANSACTIONS

Your company has formulated a policy on Related Party Transactions which is available on Company’s Website www. seamec.in .

All Related Party Transactions are placed before the Audit Committee and Board for approval. The Company has also formulated a policy on “Material Subsidiaries” and the said policy is available in Company’s Website www.seamec.in (weblink:www.seamec.in/attachments/Material%20Subsidiary%20Policy.pdf).

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and details of the Related Party Transactions are annexed hereto and marked as “Annexure D”.

20. CORPORATE GOVERNANCE

The Company believes that Corporate Governance is a way of business life rather than legal compulsion.

Your Directors re-affirm their commitment to the Corporate Governance standards prescribed by Securities and Exchange Board of India (SEBI) codified as Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Corporate Governance Report as well as the Corporate Governance compliance certificate issued by the Secretarial Auditors are set out in separate Annexures to this report marked as (Annexure F). Management Discussion Analysis Report forms a part of Directors Report and marked as (Annexure G).

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 5 Board meetings during the financial year under review. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

22. INVESTOR SERVICES

As the members are aware, your company’s shares are tradeable compulsorily in electronic form with effect from 24th August, 2000 and your company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company’s shares on either of the Depositories as aforesaid.

23. DEMERGER OF EPC & VESSEL DIVISION OF HAL OFFSHORE LIMITED WITH SEAMEC LIMITED

The Board of Directors of your Company in its meeting held on 28th October, 2017 had considered the proposal of demerger of EPC and Vessel Division of HAL Offshore Limited (HAL), the Parent Company with SEAMEC Limited, appointed date being 1st July, 2017.

The Company made application to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) pursuant to Regulation 37 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for approval of Scheme of Arrangement of Demerger. BSE was appointed as the designated Stock Exchange for the purpose of coordinating with SEBI for their observations on the proposed scheme of arrangement.

The BSE and NSE vide their letters dated 15th May, 2018 and 16th May, 2018 respectively have communicated to the Company their “No Objections” on the proposal of Scheme of arrangement of demerger along with the observations of SEBI.

Your Company is taking all the regulatory requirements to process the scheme of Demerger of EPC & Vessel Division of HAL with your Company including filing application before National Company Law Tribunal (NCLT) within six months from the date of observation letters of Stock Exchange(s).

24. UNPAID / UNCLAIMED DIVIDEND

Pursuant to Section 124 and 125 of the Companies Act, 2013, read with Investors Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, the unpaid / unclaimed dividend pertaining to the FY 2009-2010 along with the shares pertaining to the above unpaid / unclaimed dividend were transferred to the “Investors Education & Protection Fund” (IEPF).

25. WHOLLY OWNED SUBSIDIARY

SEAMEC INTERNATIONAL FZE, Dubai, UAE is a Wholly Owned Subsidiary (WOS) of your Company, which, at present, is not a material subsidiary. As per the regulatory provision, the consolidated financial statement of your Company and its wholly owned subsidiary for the financial Year ended on 31st March 2018 duly audited by Statutory Auditors is attached to the annual report of the Company. The Annual Accounts of the Wholly Owned Subsidiary and the related detailed information shall be made available to the shareholders on request at any point of time. During the year under review your wholly owned subsidiary did not have any operational activities.

26. HUMAN RESOURCES

Your Company continues to be assured by competence and commitment of the people.

The working climate of your Company continues to remain harmonious with focus on improving Productivity, Quality and Safety. Health and Safety of the employees and our associates we work with remains as our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated.

Efforts are continuously made to strengthen organizational culture in order to attract and retain best talent in the Industry. The Board appreciates the commitment and support of the employees and look forward to their continued support.

27. INTERNAL FINANCIAL CONTROLS

The Company has an internal controls system commensurate with size, scale and complexity of its operations. In order to enhance controls and governance standards, the Company has adopted Standard Operating Procedures which ensures that robust internal financial controls, exist in relation to operations, financial reporting and compliance.

In addition, the internal audit functions, monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Periodical reports on the same are also presented to the Audit Committee.

Conscious efforts are in place on a continuous basis to ensure that all its assets are safeguarded and protected against loss from unauthorized use and disposal and that all transactions are authorized, recorded and financial statements show a true and fair picture of the state of affairs of the Company. Compliance is in place as regards to statutory and regulatory requirements.

The internal control systems of the Company are monitored and evaluated by Auditors and reviewed by Management and Audit Committee of the Board of Directors.

28. MARITIME LABOUR CONVENTION (MLC) 2006

Maritime Labour Convention (MLC) 2006 adopted by International Labour Organization, establishing minimum requirements foralmost all aspects of working and living conditions on board ships has come into force from 20 August, 2013.

Government of India had ratified and adopted provisions of MLC in 18th October, 2015.

Your Company has implemented the requirement as per MLC 2006 and has received certification from the flag administration for its vessels.

29. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Pursuant to the provisions of Sexual Harassment of women at work place (Prosecution, Prohibition and Redressal) Act, 2013 and rules made there under, your Company has adopted a policy which has come into force with effect from 13th February, 2015.

No complaints of Sexual Harassment of women at work place has been received during the financial year under report.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure E” and is attached to this report.

31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the requirement of Regulation 21 of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises of:

- Oversight of risk management performed by the executive management;

- Reviewing the Risk Management Policy and Framework in line with Local legal requirements and SEBI guidelines

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycles.

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risk.

Risk identification assessment and mitigation measures are reported to Board periodically.

32. PARTICULARS OF EMPLOYEES

The particulars required under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also furnished in the Annexure H.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

b. Directors have 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 financial year and the Profit and Loss of the Company for that period.

c. Directors had taken proper and sufficient care 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.

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

e. Directors to have proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

34. OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

In accordance with the provisions of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formed policy for determination of materiality for disclosures of events or information. The same has been hosted on the website of the Company at the www.seamec.in

Further the Company has also formed (i) Policy for preservation of Documents and (ii) Archival policy for disclosures hosted in the website.

35. APPRECIATION

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functions and areas as well as efficient utilization of Companys’ resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee with whole hearted effort for making satisfactory performance possible.

Your Directors thank the valued shareholders, customers, suppliers, Banks, and Registrar and Share Transfer Agent and Government Authorities for their continuous support to the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sanjeev Agrawal

Date: May 25, 2018 Chairman

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