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Colgate-Palmolive (India) Ltd.

BSE: 500830 Sector: Consumer
NSE: COLPAL ISIN Code: INE259A01022
BSE 00:00 | 24 Apr Colgate-Palmolive (India) Ltd
NSE 05:30 | 01 Jan Colgate-Palmolive (India) Ltd
OPEN 1479.00
PREVIOUS CLOSE 1480.35
VOLUME 19491
52-Week high 1641.00
52-Week low 1065.20
P/E 49.65
Mkt Cap.(Rs cr) 40,336
Buy Price 1482.95
Buy Qty 1.00
Sell Price 1490.00
Sell Qty 50.00
OPEN 1479.00
CLOSE 1480.35
VOLUME 19491
52-Week high 1641.00
52-Week low 1065.20
P/E 49.65
Mkt Cap.(Rs cr) 40,336
Buy Price 1482.95
Buy Qty 1.00
Sell Price 1490.00
Sell Qty 50.00

Colgate-Palmolive (India) Ltd. (COLPAL) - Director Report


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Company director report

To

The Members

Colgate-Palmolive (India) Limited

Your Directors are pleased to present their Report and Audited Accounts of the Companyfor the year ended March 31 2019.

1. Financial Results

(र In Crore)
F.Y. 2018-19 F.Y. 2017-18*
Total Revenue (a+b+c) 4500.09 4365.89
Sales (a) 4432.44 **4299.89
Other Operating Revenue (b) 29.99 28.53
Other Income (c) 37.66 37.47
Profit Before Exceptional Item and Tax 1112.05 994.68
Profit Before Taxation 1142.56 983.03
Tax Expense 366.99 309.66
Profit for the year 775.57 673.37
Other Comprehensive Income (net of Tax) (0.10) (1.08)
Total Comprehensive Income 775.67 674.45
Balance brought forward 1094.33 843.82
Profit available for appropriation 775.67 674.45
Balance transferred to Retained Earnings from Share Options Outstanding Account 1.09 1.62
Appropriation :
Dividend (707.16) (353.58)
Dividend Distribution Tax (145.36) (71.98)
Balance carried forward 1018.57 1094.33

* Previous year's figures have been re-grouped to conform with current year'spresentation wherever applicable. ** Including Excise Duty refer footnote of Note No. 26of the Financial Statements.

2. Business Performance

Reported Net Sales for the financial year 2018-19 stood at र4432.44 crores againstthe र4299.89 crores of previous year. Net Sales (excl. excise duty) increased by 7% incomparison to the previous year. Reported Net Profit after tax for the financial year2018-19 was र775.57 crores an increase of 15% over the previous year. Excluding theimpact of tax reversals and exceptional items Net Profit after tax for the financial year2018-19 increased by 11% over the previous year.

Despite challenging business and economic environment your Company continues tosustain its leadership position in both the Toothpaste and Toothbrush categories duringthe financial year 2018-19.

3. Dividend

Your Company's Board declared two interim dividends and one special interim dividendaggregating to र23/- per share for the financial year 2018-19. The first interimdividend of र8/- per share was declared in October 2018 the second interim dividend ofर7/- per share was declared in March 2019 and the special third interim dividend ofर8/- per share was declared in May 2019. The first and second interim dividend was paidon November 22 2018 and April 22 2019 respectively and the special third interimdividend would be paid on June 20 2019. Having declared three interim dividends yourCompany's Board has not recommended a final dividend for the financial year 2018-19.

4. Colgate ranked India's #1 Most Trusted Oral Care brand (8th consecutiveyear)

Your Company is the market leader in Oral Care and has been ranked as the Most TrustedBrand in the Oral Care category for the 8th year in a row as per the India'sMost Trusted Brands Survey 2018 conducted by Nielsen and commissioned by Economic Times -Brand Equity. Colgate is the only brand to feature in the top three ranks from 2001-2018since inception of the survey. This has been possible only due to the trust of ourconsumers that helps us "Keep India Smiling!"

5. Focus on Innovation and New Launches/Campaign

Your Company is focused on delivering insight- driven innovation that providesvalue-added new products across all price points.

In the financial year 2018-19 following products were launched/re-launched:

Colgate Strong Teeth: Colgate's most selling toothpaste brand in India has beenre-launched on an evocative platform of ‘‘Daant Banaye Andar se Strong -Strengthens Teeth from within". Refreshed with a new packaging the relaunch ofColgate Strong Teeth is unveiling new elements.

Colgate Total: Colgate Total was re-launched with a new Advanced Formula thatprovides superior protection for problem causing germs not just for your teeth but alsofor your tongue cheeks and gums. The advanced formula contains Dual Zinc and Arginine andworks with the chemistry and biology of the mouth to proactively fight germs food acidsand stains which give you Whole Mouth Health.

New Motu Patlu & Colgate Kids Toothpaste Variant: Strengthening Colgate'sexisting

Kids toothpaste portfolio which is built around exciting characters like SpidermanBarbie and

Minions Colgate launched another themed toothpaste - Motu Patlu with Fun & Fruityflavours for children.

SuperFlexi Sensitive Toothbrush: The latest addition to the toothbrush portfolio isSuperFlexi Sensitive Toothbrush. It's premium ultrasoft bristles and flexible neck handleensures complete yet gentle cleaning for sensitive teeth & gums. It comes in a 1stever premium window hanger to stand out in-store.

Palmolive Facial Bar: Launched in selected markets of Kerala and Delhi PalmoliveFacial Bar has been developed with nature's goodness and Palmolive's expertise in 3exciting variants - Vitamin C & E Turmeric & Tamarind and Charcoal. Its uniqueformula enriched with fruit oil & natural extracts creates luxurious foam on usagecleansing the skin from deep within to make it healthy and radiant.

Colgate's ‘Kumbh Se Sampoorna Shuddhi Colgate Vedshakti Se Sampoorna Suraksha'campaign:

During the year Colgate has endeavoured to ensure a complete protection or‘sampoorna suraksha' of the pilgrims at Kumbh Mela which is the world's largesthuman congregation where more than 15 crore people come for a holy dip in the Prayag atAllahabad. The main aim of the said campaign was to create oral hygiene awareness and alsoensure a safe visit for all pilgrims.

This completely localised campaign was custom-made to provide a complete all-roundprotection to pilgrims through a range of Kumbh specific activities and utility elementssuch as:

• Brushing stations for pilgrims to brush their teeth;

• Oral Care importance drives to spread the awareness of good oral hygiene;

• Free large-scale sampling of Colgate Vedshakti for millions of people at Kumbh;

• Suraksha Wristbands for children to write/ wear their emergency contact detailson a safety wristband; and

• Sampoorna Suraksha Ropes given to big groups and families to hold on to toensure that they walk together without getting lost in the crowd.

6. Sustainability

Your Company is an environmentally conscious Company that believes in protecting theenvironment and building a sustainable society. The Company is committed to doing businesswith integrity and respect for all people and for the world around. Achieving economicsocial and environmental performance in today's business climate requires a long termsustainability strategy that is executed with discipline year after year. Colgate'ssustainability strategy is focussed on the three areas of People Performance and Planet.

I. People: Promoting healthier lives

Contributing to the Communities where we live and work:

- Your Company is committed to continuously improve employees' health and reduce theirhealth risks and encouraging healthier living for employees and their families.

- Colgate employees have been provided with free health check-up facilities coupledwith various ‘Live Better' initiatives for promoting healthy lifestyle.

II. Performance: Growing the business with innovative more sustainable productsthat make the lives of consumers healthier and more enjoyable:

- Your Company endeavors to improve the sustainability profile of new products andproduct updates drive sustainability with breakthrough product and process innovationincrease the recyclability of our packaging and increased recycled content have apositive impact by expanding access to affordable health and wellness products formillions of people in underserved communities and use the power of our brands to buildawareness and drive engagement in product sustainability.

III. Planet: Conserving Earth's finite resources addressing climate change andmaintaining the well-being of our planet for generations to come:

- Your Company is committed to address environmental issues key to the Company such asenergy use carbon emissions water use and waste generation as well as deforestation.

- Colgate has robust policies in place for sustainable use of and environmentally sounddisposal of waste generated during our processes and making every drop of water count andreducing our impact on the climate and the environment. More information on conservationof energy and measures undertaken by your Company are mentioned in Annexure - 3 tothis report.

Your Company has received TRUE Zero Waste Platinum certification for all its fourmanufacturing sites in India from Green Business Certification Inc. (GBCI) the premierorganization independently recognizing excellence in green business industry performanceand practice globally. Your Company is the first in India to receive such certification.GBCI administers TRUE Zero Waste certification a program for businesses to assessperformance in reducing waste and maximizing resource efficiency. Facilities earn TRUEcertification by achieving minimum program requirements and attaining points; the programoperates on a ranking system with ‘Platinum' being the highest certification level.

7. Responsibility Statement

Pursuant to Section 134 sub-section (3)(c) read with sub-section (5) of the CompaniesAct 2013 your Company's Directors based on the representations received from theManagement confirm that:

a) in the preparation of the Annual Accounts for the financial year ended March 312019 the applicable Accounting Standards have been followed and that no materialdepartures have been made from the same;

b) they have in selection of the accounting policies consulted the statutory auditorsand have applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit of the Company for that period;

c) to the best of their knowledge and information they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

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

8. Corporate Governance

A separate report on Corporate Governance along with the Auditors' Certificate on itscompliance with the corporate governance requirements under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") is attached as Annexure - 1 to this Report.

9. Corporate Social Responsibility

Your Company is engaged in a variety of corporate social activities which focus onpromoting oral health education skills building and enhancing access to water. Thesesocial initiatives reflect your Company's core values of caring global team work andcontinuous improvement. These initiatives are carried out through a variety of effectiveprograms in accordance with the requirements of Schedule VII of the Companies Act 2013by the Company's employees in partnership with reputed NGOs.

The Board of Directors and the CSR Committee closely review and monitor from time totime the various CSR activities undertaken by the Company.

The following are the key CSR programs undertaken by your Company during the financialyear 2018-19:

i) Bright Smiles Bright Futures™

ii) Oral Health Month

iii) Read India program with Pratham

iv) Education & Women Empowerment program with Seva Mandir

v) A Positive Step program with NTP+

vi) "Saksham" program

vii) Water program with Water for People India Trust

viii) Education Program with Action Aid

A detailed description of the above programs/ activities is contained in the Annual CSRReport attached as Annexure - 2 to this Report.

The contents of the CSR Policy as well as the CSR programs undertaken by the Companyare available on the Company's website at http://www.colgate.co.in/app/Colgate/IN/Corp/CommunityPrograms/HomePage.cvsp

10. Employee Relations

The Employee Relations in the Company continued to remain healthy cordial andprogressive in the financial year 2018-19.

At Colgate we consider every employee as one of the most valuable resourcescontributing towards the long term success of the Company. Our employees are committed toacting with compassion integrity honesty and high ethics in all situations. As perColgate's core values all employees are treated with equality and fairness and providedwith opportunities to develop their career aspirations while working with the Company inIndia and where possible outside of India on assignments with group companies ofColgate.

Your Company has zero tolerance towards any kind of harassment including sexualharassment or discrimination. Your Company has constituted an Internal ComplaintsCommittee (ICC) to investigate and resolve sexual harassment complaints. Employees areencouraged to speak up and report any such incidences to the ICC. Your Company has alsoimplemented a Policy on Prevention of Sexual Harassment which is reviewed by the ICC atregular intervals. Any complaint made to the ICC is treated fairly and confidentially.

There were nil pending complaints carried forward to the financial year 2018-19 fromthe earlier financial year 2017-18. During the financial year 2018-19 three complaintswere received and investigated out of which two complaints were resolved by the ICC andone complaint is under investigation.

Your Company also recognizes and follows "Managing with Respect Principles"which are applicable not only within Colgate but also while its employees are dealing withits customers suppliers vendors etc. Managing with Respect is the way Colgate people putour values into action. It is creating an environment where people feel free to offersuggestions contribute ideas and resources and help grow the business. Managing withRespect creates an environment where people genuinely care about each other and work welltogether to reach their full potential.

11. Trade Relations

Your Directors wish to record appreciation of the continued unstinted support andco-operation from its retailers stockists suppliers of goods/ services clearing andforwarding agents and all others associated with it. Your Company will continue to buildand maintain a strong association with its business partners and trade associates.

12. Energy Conservation Technology Absorption and Foreign Exchange

The information required under Section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/ outgo is attached as Annexure - 3 to thisReport.

13. Particulars of Employees

Information as per Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure- 4 to this Report.

The statement containing the names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197 (12) of the Companies Act2013 read with Rule 5 (2) of the aforementioned Rules are available for inspection at theRegistered Office of the Company during business hours on any working day of the Companyup to the date of 78th AGM.

14. Directors and Key Managerial Personnel

During the year following changes took place in the Board of Directors and the KeyManagerial Personnel (in the order of their occurrence):

i) The Board of Directors at its meeting held on May 212018 appointed Ms. SukanyaKripalu as an Independent Director on the Board with effect from June 12018 which wasapproved by the shareholders at the 77th AGM held on July 26 2018.

ii) Mr. Vinod Nambiar resigned from the office of Director and Chairman of the Boardof Directors of the Company with effect from September 12018. Your Board places on recordits appreciation for the outstanding contribution and guidance provided by Mr. VinodNambiar during his tenure as Director and Chairman of the Board.

iii) The Board of Directors of the Company appointed Mr. Mukul Deoras as the Chairmanof the Board of Directors of the Company with effect from September 12018.

The Board of Directors at its Meeting held on May 27 2019 has approved a Policy onRetirement of Directors effective from April 1 2020 which inter alia provides as under:

• Independent directors shall have a maximum tenure of ten (10) years on the Boardof the Company consisting of maximum two terms of up to five (5) years each as appointedunder the Companies Act 2013;

• Non-executive Directors including Independent directors shall retire onattaining the age of seventy five (75) years or on completion of ten (10) years tenure onthe Board whichever is earliest;

• Managing Director and Whole-time Director(s) shall retire as per the Company'sPolicy applicable from time to time.

Accordingly based on the recommendation of the Nomination & RemunerationCommittee the Board at its meeting held on May 27 2019 considered and approved thefollowing subject to approval of shareholders:

i) Continuation of Mr. R.A. Shah and Mr. P.K. Ghosh as Independent Directors of theCompany upto their present tenure i.e. July 24 2019 and their re-appointment asIndependent Directors of the Company for a second term effective from July 25 2019 toMarch 312020; and

ii) Re-appointment of Mr. V.S. Mehta and Dr. (Ms.) I. Shahani as Independent Directorsof the Company for a second term of 5 (five) consecutive years effective from July 252019 to July 24 2024.

The Board has approved a Notice of Postal Ballot for seeking approval of theshareholders for the aforesaid continuation and re-appointment of Independent Directors.

The Company has received the necessary disclosures under the Act and SEBI ListingRegulations including declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andthe SEBI Listing Regulations. In the opinion of the Board the Independent Directorsfulfill the conditions specified in these regulations and are independent of themanagement.

Pursuant to the provisions of Section 152 of the Act Mr. M. Chandrasekar retires byrotation at the ensuing AGM and being eligible has offered himself for re-appointment.The Board recommends his re-appointment.

Mr. I. Bachaalani Managing Director Mr. M.S. Jacob Whole-time Director & CFOMr. M. Chandrasekar Whole-time Director and Mr. K. Randhir Singh Company Secretary &Compliance Officer are the Key Managerial Personnel of the Company in terms of Section 203of the Companies Act 2013.

A detailed profile of all the Directors of your Company is available on the Companywebsite at http://www.colgateinvestors.co.in

15. Familiarization Program

Your Company has been regularly familiarizing the Independent Directors on its Boardwith detailed presentations by its business functional heads on the Company operationsstrategic business plans new products and technologies. Apart from above IndependentDirectors are also familiarized through various regulatory developments change in laws. Adetailed description of the familiarization programs extended to the Independent Directorsduring the financial year is disclosed on the Company website athttp://www.colgateinvestors.co.in/policies

16. Policies

The Board of Directors of your Company from time to time has framed and revisedvarious Polices as per the applicable Acts Rules Regulations and Standards for bettergovernance and administration of your Company. Some of the important Policies that wereframed by your Board include the following:

i) Nomination & Remuneration Policy: This policy sets the objective terms ofreference functions and scope of the Nomination & Remuneration Committee fordetermining qualifications experience independence etc. relating to the appointment andremuneration for the Directors Key Managerial Personnel and Senior Management employeesof the Company.

ii) Corporate Social Responsibility (‘CSR') Policy: This policy sets out the roleof the CSR Committee of the Board of Directors which includes identification of the areaswhere the CSR activities will be performed evaluation of CSR activities review the CSRspending vis-a-vis the activities implemented and monitoring the process of CSR projects/programs of the Company.

iii) Risk Management Policy: This policy provides the framework for identification ofrisks of the Company risk assessment and prioritization loss prevention measures andother risk management measures for the Company.

iv) Related Party Transactions Policy: This policy regulates the entry intotransactions between the Company and its related parties and the required corporateapprovals as per the laws and regulations applicable to the Company from time to time.

v) Policy on Determination of Materiality of Event or Information: This Policy laysdown the criteria for determining the materiality of an event or information of theCompany for purposes of making required disclosures to the stock exchanges pursuant to theSEBI Listing Regulations.

vi) Records Management Policy: This policy establishes general guidelines forretaining preserving and archiving important documents and information.

vii) Code of Conduct for dealing in the Company's Securities: Pursuant to the SEBI(Prohibition of Insider Trading) Regulations 2015 your Company has framed a Code ofConduct on prohibition of insider trading.

viii) Dividend Distribution Policy: This policy describes the circumstances under whicha Member may or may not expect a dividend and the financial parameters and internal andexternal factors which are considered by the Board of Directors for declaration ofdividend.

17. Number of Board Meetings

During the financial year 2018-19 5 (five) Board meetings were held. The details ofthe meetings are provided in the Corporate Governance Report that forms part of theBoard's Report.

18. Committees

The Board of Directors of your Company has established various Board committees toassist in discharging their duties. These include the Audit Committee the Nomination& Remuneration Committee the Risk Management Committee the Stakeholders'Relationship Committee and the Corporate Social Responsibility Committee. The Board hasapproved the terms of reference for each of these committees. All the committees of theBoard hold their meetings at regular intervals and make their recommendations to the Boardfrom time to time.

The broad terms of reference of the said Committees are stated in the CorporateGovernance Report that forms part of the Board's Report.

19. Annual Performance Evaluation by the Board

Pursuant to the provisions of the Companies Act 2013 and the SEBI Listing Regulationsthe Board has carried out an Annual Performance Evaluation of its own performance theDirectors individually as well as the evaluation of the working of the Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

20. Vigil Mechanism

Your Company has an effective Vigil Mechanism system which is embedded in its Code ofConduct. The Code of Conduct of your Company serves as a guide for daily businessinteractions reflecting your Company's standard for appropriate behaviour and livingcorporate values. The Code of Conduct applies to all Colgate people including DirectorsOfficers and all employees of the Company. Even your Company's vendors and suppliers aresubject to the Third Party Code of Conduct requirements as adherence to the same to theextent applicable is a prerequisite for conducting business with your Company. The Codeof Conduct Hotline is available on the Company website to report any concerns aboutunethical behaviour any actual or suspected fraud or violation of Company's Code ofConduct. No adverse action will be taken against anyone for complaining about reportingparticipating or assisting in the investigation of a suspected violation of the Code ofConduct unless the allegation made or information provided is found to be intentionallyfalse. Your Company conducts various training and awareness sessions on Code of Conduct ona continuous basis. Senior Leadership Members at various occasions emphasize theimportance of adherence to Company's Code of Conduct and its ethical ways of working.

21. Public Deposits

During the financial year 2018-19 your Company has not accepted any Public Depositsunder Chapter V of the Companies Act 2013.

22. Loan Guarantees and Investment

Particulars of loans guarantees and investment made by the Company pursuant to Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

23. Related Party Contracts & Arrangements

All related party transactions done by the Company during the financial year were atarm's length and in ordinary course of business. All related party transactions werereviewed and approved by the Audit Committee. During the financial year 2018-19 yourCompany has not entered into any material related party transaction as per the SEBIListing Regulations with any of its related parties. Disclosures pursuant to theAccounting Standards on related party transactions have been made in the notes to theFinancial Statements. To regulate related party transactions the Company has also frameda policy on related party transactions and the same is available on the Company's website.

As there were no related party transactions which were not in the ordinary course ofthe business or not on arm's length basis and also since there was no material relatedparty transaction as stated above disclosure under Section 134(3) (h) in Form AOC-2 ofthe Companies Act 2013 is not applicable.

24. Auditors

M/s. S R B C & Co LLP Chartered Accountants Mumbai (ICAI Firm Registration No.324982E/ E300003) were appointed as Statutory Auditors of the Company at the 76thAGM held on August 3 2017 for a period of five consecutive years from the conclusion ofthe 76th AGM till the conclusion of the 81st AGM subject toratification by Members of the Company at every AGM to be held thereafter. Further inview of the amended provisions of Section 139 of the Companies Act 2013 notified on 7thMay 2018 the Members in their 77th AGM have ratified the appointment of M/s. SR B C & Co LLP Chartered Accountants Mumbai (ICAI Firm Registration No. 324982E/E300003) as Statutory Auditors of the Company for their remaining tenure i.e. upto theconclusion of the 81st AGM without requiring yearly ratification thereof.

The Audit report for the financial year 2018-19 does not contain any qualificationreservation or adverse remarks. Further during the financial year 2018-19 the StatutoryAuditors have not reported any instances of fraud to the Audit Committee or Board as perSection 143(12) of the Companies Act 2013.

25. Secretarial Auditor & Secretarial Audit Report

The Board had appointed M/s. S.N. Ananthasubramanian & Co. Company Secretaries inpractice to carry out the Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013. The report of the Secretarial Auditor in Form MR-3 is attached as Annexure- 5 to this Report. The Secretarial Auditors' Report for the financial year 2018-19does not contain any qualification reservation or adverse remarks.

26. Extract of Annual Return

The Extract of the Annual Return of the Company has been placed on the website of theCompany and can be accessed at link https://www.colgateinvestors.co.in/annual-report-extracts/

27. Business Responsibility Report

The Business Responsibility Report for the financial year 2018-19 as stipulated underRegulation 34 of the SEBI Listing Regulations is attached as Annexure - 6 to thisReport.

28. Significant and Material Orders passed by the Regulators or Courts

During the financial year 2018-19 there were no significant or material orders passedby the Regulators or Courts or Tribunals impacting the going concern status and operationsof the Company in the future.

29. Compliance with Secretarial Standards

Your Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings and Dividends.

30. Adequacy of Internal Financial Controls

Your Company has an adequate and talented team of internal auditors that oversees theinternal financial processes policies and recommends robust internal financial controlsfrom time to time. These internal financial controls helps to put in place checks on theimplementation of the internal financial controls policies & procedures that areadopted by the Company for ensuring an orderly and efficient conduct of its business.These internal financial controls helps in safeguarding of assets prevention &detection of frauds and/or errors maintaining the accuracy and completeness of theaccounting & financial records. These controls help in the timely preparation oftransparent complete and accurate financial information and statements as per the laiddown accounting standards and principles. The Audit Committee of your Company evaluatesthe internal financial controls system periodically.

31. Acknowledgements

Your Directors wish to convey their deepest appreciation for the unstinted dedicationprofessionalism commitment and resilience displayed by the Company's employees at alllevels and business partners customers vendors etc. Your Directors also wish to expresstheir gratitude towards the Shareholders for their continued trust support andconfidence.

On behalf of the Board
R.A. Shah I. Bachaalani
Director Managing Director
(DIN : 00009851) (DIN : 06975320)
M.S.Jacob M. Chandrasekar
Whole-time Director & CFO Whole-time Director
(DIN :07645510) (DIN : 07667965)
Place : Mumbai
Date : May 27 2019