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Goodyear India Ltd.

BSE: 500168 Sector: Auto
NSE: GOODYEAR ISIN Code: INE533A01012
BSE 00:00 | 24 Apr 2020 Goodyear India Ltd
NSE 05:30 | 01 Jan 1970 Goodyear India Ltd

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OPEN 713.00
PREVIOUS CLOSE 711.55
VOLUME 12300
52-Week high 1186.80
52-Week low 531.25
P/E 15.41
Mkt Cap.(Rs cr) 1,584
Buy Price 675.00
Buy Qty 90.00
Sell Price 686.55
Sell Qty 1252.00
OPEN 713.00
CLOSE 711.55
VOLUME 12300
52-Week high 1186.80
52-Week low 531.25
P/E 15.41
Mkt Cap.(Rs cr) 1,584
Buy Price 675.00
Buy Qty 90.00
Sell Price 686.55
Sell Qty 1252.00

Goodyear India Ltd. (GOODYEAR) - Director Report


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Company director report

Dear Members

Your Directors are pleased to present the 58th Annual Report of the Company along with the Company's audited financial statements for the Financial Year (FY) ended March 31 2019.

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the FY ended March 31 2019 is given below. The figures of the current FY and previous FY have been prepared in accordance with the Indian Accounting Standards (`Ind AS').

(Rs. in Lakhs)

ParticularsYear ended March 31 2019Year ended March 31 2018
Revenue from operations191191170597
Other Income37693665
Total Income194960174262
Less: Expenditure:
Cost of material consumed8179069986
Depreciation41033615
Excise Duty-4128
Other expenses9325376605
Total Expenditure179146154334
Profit Before Tax1581419928
Less: Income Tax Expense:
Current Tax58026740
Deferred Tax(195)192
Profit before other comprehensive income1020712996
Other comprehensive income for the year net of tax(99)(15)
Total comprehensive income for the year1010812981

2. FINANCIAL HIGHLIGHTS

During the FY 2018-19 the total income was Rs. 194960 lakhs as compared to Rs. 174262 lakhs in the previous FY 2017-18.

During the FY 2018-19 the revenue from operations was Rs. 191191 lakhs as compared to Rs. 170597 lakhs in the previous FY 2017-18 registering an increase of 12.1%. Profit before tax (PBT) during the FY 2018-19 was Rs.15814 lakhs as compared to Rs. 19928 lakhs in the previous FY 2017-18 showing a decrease of 20.6%.

The total comprehensive income of the Company for the FY 2018-19 stood at Rs.10108 lakhs as compared to Rs.12981 lakhs in the previous FY 2017-18 showing a decrease of 22.1%.

During the FY 2018-19 the capital expenditure incurred amounted to Rs.7386 lakhs as compared to Rs. 5269 lakhs in the previous FY 2017-18. The interest and other finance cost during the FY 2018-19 was Rs. 300 lakhs as compared to Rs. 289 lakhs in the previous FY 2017-18.

3. OPERATIONS

The Farm Tyre industry has grown in the last FY at 7% (source ATMA Annual Production Report) year on year aided by Government budgetary support increase in Minimum Support Price (MSP) and favorable financing options.

Your business continued to focus on sustaining leadership with OEMs through excellence in Key Account Management to deliver enhanced Customer Service. In the replacement channel the focus was on channel expansion and extraction. This was supported by innovation excellence through new product introduction in niche multi-modal applications and operational excellence to ensure delivery of the right tyre to the right place at the right time for the right cost.

The Company manufactures automotive bias tyres viz. farm tyres and commercial truck tyres at its Ballabgarh plant and also trades in Goodyear branded passenger car tyres including radial passenger tyres (consumer) manufactured by Goodyear South Asia Tyres Private Limited (`GSATPL') Aurangabad. Other products which the Company markets and sells include tubes and flaps.

Sales performance during the FY 2018-19 is as follows:

(Rs. in Lakhs)
Tyres178941
Flaps50
Tubes9486

Consumer replacement business delivered a strong performance by growing faster than the industry in FY 2018-19. The positive long-term economic outlook and growing vehicle population is expected to drive industry growth for consumer replacement business in the future.

4. DIVIDEND

Your Company has a consistent track record of paying a dividend to its shareholders. The Directors have recommended for your approval a final dividend of Rs. 13/- per equity share for the FY 2018-19 as against final dividend of Rs. 13/- per equity share in the previous FY 2017-18.

The final dividend if approved at the ensuing Annual General Meeting (AGM) of the Company shall be paid to the eligible members within the stipulated time-period.

The final dividend if approved at the ensuing AGM will absorb a sum of Rs. 2999 lakhs and tax on dividend will be Rs.616 lakhs.

5. TRANSFER TO GENERAL RESERVE

During the FY 2018-19 the Company has not transferred any amount towards General Reserve.

6. AWARDS AND RECOGNITIONS

The Company is proud to have received the following prestigious awards during the FY 2018-19: (i) Prince Michael International Road Safety Award on 11th December 2018 under the category Safer Road User for its continuous innovative work under its CSR Initiative `Safer Roads Safer You' which is in conjunction with Institute of Road Traffic Education. (ii) CSR Health Impact Award in the `WASH INITIATIVE' category for its CSR activity `Healthy India Program' at New Delhi India on August 24 2018.

(iii) SUV Tyre of the Year 2018 for Wrangler AT/SA at the TYRE & RUBBER INDUSTRY LEADERSHIP ACKNOWLEDGEMENT (TRiLA) AWARDS 2018. (iv) Company of the Year - Environment & Sustainability at the TYRE & RUBBER INDUSTRY LEADERSHIP ACKNOWLEDGEMENT (TRiLA) AWARDS 2018. This award was given for efforts made to reduce energy consumption water consumption & carbon emissions. Goodyear was recognized for its exceptional commitment to `Zero Waste to Landfill' and `solvent reduction' as part of its sustainability initiative.

(v) Escorts Tractors honored Goodyear India's Farm & Commercial business with Best Delivery 2018 award for the third time in the last four years.

(vi) Supplier Excellence Award from Mahindra Group Company.

(vii) Best Supplier Award from Tractors and Farm Equipment Limited (TAFE).

(viii) The Farm & Commercial business won an Excellence Award for its commendable performance during John Deere Supplier Conference in 2018 for the 4th time in a row.

7. FINANCIAL STATEMENTS (Full & Abridged)

In compliance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 [SEBI (LODR) 2015] the Company shall circulate:

(i) Soft copies of the full Annual Report containing Balance Sheet Statement of Profit & Loss and the Board's Report to all those shareholder(s) who have registered their email address(es) with the Company or its Depositories;

(ii) Hard copy of the statement containing the salient features of all the documents as prescribed in Section 136 of the Companies Act 2013 (the Act) or rules made thereunder to those shareholder(s) who have not so registered; and

(iii) Hard copies of the full Annual Report to those shareholders who request for the same.

The Board of Directors has decided to circulate the abridged Annual Report containing salient features of the Balance Sheet and Statement of Profit and Loss to the shareholders for the FY 2018-19.

A full version of the Annual Report including the complete Balance Sheet Statement of Profit & Loss other statements and notes thereto prepared as per the requirements set out in Schedule III to the Companies Act 2013 and Indian Accounting Standards (Ind AS) is available on the Company's website at www.goodyear.co.in (Investor Relations section) and will also be shared with shareholder(s) upon request.

8. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 (the Act) the Directors make the following statements that:

(i) in the preparation of the annual accounts for the FY 2018-19 the applicable accounting standards have been followed and that there are no material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the profit and loss of the Company for that period;

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

(iv) the annual accounts for the FY 2018-19 have been prepared on a going concern basis;

(v) the directors have laid down adequate internal financial controls and the same were followed by the Company effectively. The internal control system including internal financial controls of the Company is monitored by an independent Internal Audit Team which encompasses examination / periodic reviews to ascertain the adequacy of internal controls and compliance to the Company's policies. Weaknesses noted along with agreed upon action plans are shared with the Audit Committee which ensures the orderly and efficient conduct of business and effectiveness of the system of internal control. Internal Auditors Audit Committee members and the Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities. The issues raised from time to time are suitably acted upon and followed up at different levels of management;

(vi) 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.

9. FUTURE OUTLOOK

After three successive years of robust double-digit growth in the tractor industry we are seeing short-term headwinds in consumer demand. Historical trend confirms volatility of demand during previous election years of 2009 & 2014. Other key macro factors which influence the demand include liquidity and progress of monsoon.

As per IMD (Indian Metrological Department) India is expected to get normal monsoon this year at 96% of long-term average however they have cautioned a poor start which may lead to a shift of sowing season by about a month.

The mid to long-term outlook of the industry looks bullish with a growth of 6-7% (source: ICRA) based on the following factors:

1. Robust GDP growth of 6.5-7% in the next five years with agriculture contribution at ~17%;

2. Strong focus of the Government to enhance rural income through enhanced MSPs (Minimum Support Price) as reflected in the current budget; and

3. Lower tractor penetration driving and increasing trend towards mechanization.

(Source: Crisil & ICRA)

The passenger tyre industry is likely to register modest growth in the FY 2019-20. Strengthening our product portfolio driving distribution expansion and brand building will be the key priorities in FY 2019-20.

10. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

The Company recognizes the importance of having a diverse Board in view of the current volatile business environment and the requirements of the Act and the SEBI (LODR) 2015. The Company aims for an appropriate mix of Executive Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management.

a) Appointment/Reappointment of Directors and KMP

In terms of applicable provisions of the Act the SEBI (LODR) 2015 and on the recommendation of Nomination and Remuneration Committee the following Directors and KMP were appointed/ re-appointed during the FY 2018-19:

Name of the Director/KMPPositionType / Date of MeetingAppointment
1. Ms. Nicole (Nikki) Amanda Nuttall# (DIN: 08164858)DirectorAGM/ August 8 2018August 8 2018
2. Mr. Rajeev Anand (DIN: 02519876)Chairman & Managing DirectorPostal Ballot/ March 26 2019February 20 2019

# Ms. Nicole (Nikki) Amanda Nuttall was appointed as Additional Director effective June 23 2018 in the Board meeting held on May 25 2018

Ms. Sudha Ravi has been re-appointed as an Independent Non-Executive Director in the Board meeting held on May 29 2019 effective from June 07 2019.

Mr. Anup Karnwal has been appointed as Company Secretary (KMP) in the Board meeting held on April 22 2019.

In compliance with Regulation 17(1A) of the SEBI (LODR) 2015 continuation of directorship of Mr. Chandrashekhar Dasgupta (DIN: 00381799) as a Non- Executive Independent Director of the Company who has attained the age of 78 years has been approved by the Members of the Company by way of Special resolution through Postal Ballot. Mr. Mitesh Mittal Whole time Director is retiring by rotation at the ensuing AGM of the Company and being eligible offers himself for re-appointment. None of the Directors is disqualified from being appointed as or holding office of Directors as stipulated in Section 164 of the Act.

b) Cessation of Directors & KMP

During the FY 2018-19 following cessations of Director & KMP took place:

Name of the Director/KMPPositionType / Date of Meeting
1. Mr. Oliver Carsten Gloe (DIN: 07250426)Additional DirectorMay 25 2018
2. Mr. Pankaj GuptaCompany Secretary (KMP)March 31 2019

c) Declaration of Independence by Independent Directors

As per Section 149(7) of the Act the Company has received a declaration of independence from all the Independent Directors as of March 31 2019. The Board has undertaken due assessment of the declaration of independence submitted by the Independent Directors and satisfied that the Independent Directors fulfil the conditions specified in the Act and rules made thereunder and SEBI (LODR) 2015 and are independent of the management.

d) Separate Meeting of Independent Directors

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR) 2015 separate meetings of the Independent Directors of the Company were held on April 19 2018; and May 25 2018 to discuss relevant items including the agenda items as prescribed under the applicable laws. The meetings were attended by all the Independent Directors of the Company.

e) Annual Performance Evaluation

In compliance with the provisions of the Act and the SEBI (LODR) 2015 a formal annual performance evaluation of the Board its Committees and individual directors including the Independent Directors was carried out during the FY 2018-19.

The Performance evaluation was carried out by the Nomination and Remuneration Committee based on the Annual Evaluation Framework prepared by the Committee. Furthermore the Independent Directors at their exclusive meeting held during the year reviewed the performance of the Board its Chairman and non-executive directors as stipulated under the Act and SEBI (LODR) 2015. The details of Annual Performance Evaluation are mentioned in the Corporate Governance Report forming a part of this Report.

11. BOARD MEETINGS

During the FY 2018-19 4 Board Meetings were held on May 25 2018 August 08 2018 November 5 2018 and February 13 2019. Details regarding the attendance of the Directors in the Board Meetings held during the FY 2018-19 are disclosed in the Corporate Governance Report forming a part of this Board's Report.

12. INSIDER TRADING REGULATION

The Company has adopted a `Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' (Code of Fair Disclosure) in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 (`the POIT Regulations 2015').

During the FY 2018-19 the Company has revised the Code of Fair Disclosure to include the Policy for Determination of Legitimate Purpose in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations 2018 (Amendment Regulations).

The said Code is applicable to all Directors KMPs and other Designated Persons as identified in the Code who may have access to unpublished price sensitive information of the Company.

The Code is available on the Company's website at www. goodyear.co.in (Investor Relations section).

The Company has also complied with the other requirements of Amendment Regulations.

13. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules 2014 during the FY 2018-19.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not granted any loans guarantees or made investments within the meaning of Section 186 of the Act during the FY 2018-19.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company were in the ordinary course of business and on arm's length basis. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in the prescribed Form AOC - 2 is annexed as `Annexure A' to this Report.

The Company has revised its Policy on dealing with Related Party Transactions and the revised version of the Policy is available on the Company's website at www.goodyear.co.in (Investor Relations section).

16. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with rules made thereunder extract of Annual Return of the Company in the prescribed Form - MGT 9 is annexed as `Annexure B' to this Report.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have a Subsidiary Joint Venture or Associate Company.

18. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company which is based on applicable guidance on Internal Financial Control is adequate and effective. The Internal Financial Controls and its adequacy and operating effectiveness is included in the Management Discussion and Analysis Report annexed as Annexure E forming a part of this Report.

19. RISK MANAGEMENT POLICY

The Company has embedded across all its functions a risk assessment and minimization procedure that is designed to ensure timely identification reporting and mitigation of risk if any impacting the objectives and core values of the Company. Additionally the Company has initiated ERM (Enterprise Risk Management) to minimize the adverse impact of risk by not only delving into risk management but also ensuring applicability of the global policies understanding the current operating environment and developing the risk mitigation plans in relation to impact of the dynamic business scenario.

The Risk Management framework of the Company is comprised of two essential elements: Risk Management Process and Structure to govern and monitor.

These risks and corresponding mitigation plans are monitored periodically rated and presented to the Board of Directors and Audit Committee for their review and inputs.

20. AUDITORS

(i) Statutory Auditors and their Report

In accordance with the provisions of the Act and rules made thereunder Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018) having its office at 7th Floor Building 10 Tower B DLF Cyber City Complex DLF City Phase - II Gurugram - 122 002 Haryana India were appointed as Statutory Auditors to hold office from the conclusion of the 56th Annual General Meeting (AGM) held on August 09 2017 until the conclusion of the 61st AGM to be held in the year 2022.

The Auditors Report on the financial statements for the period under review which forms part of the Annual Report of the Company are self - explanatory in nature. There are no qualifications reservations or adverse remarks and disclaimers made by Deloitte Haskins & Sells LLP the Statutory Auditors in their Audit Report for the FY 2018-19. Further there was no fraudulent activity reported by the Auditors of the Company for the FY 2018-19.

The Company maintains its books of accounts in electronic mode and the Company is maintaining a backup of the same on a server located in India.

(ii) Cost Auditors and their Report

M/s Vijender Sharma & Co. Cost Accountants (Firm Registration No. 000180) having its office at 11 3rd Floor Hargovind Enclave Vikas Marg New Delhi - 110092 India were appointed as Cost Auditors for conducting the Cost Audit for the FY 2018-19 in the Board Meeting held on May 25 2018. The Cost Audit Report for the FY 2017-18 was filed on September 7 2018.

Pursuant to the Section 148 of the Act read with applicable rules made thereunder and on recommendation of Audit Committee of the Company M/s Vijender Sharma & Co. Cost Accountants were re-appointed by the Board of Directors as Cost Auditors for conducting the audit of the cost records maintained by the Company for the FY 2019-20 subject to ratification of remuneration by the Members in the ensuing AGM. The Company had received a letter from them to the effect that their re-appointment would be within the limits prescribed under section 141(3) of the Act and that they are not disqualified for such reappointment within the meaning of Section 141 of the Act.

(iii) Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the Act the Board has appointed M/s VKC & Associates Practicing Company Secretaries (UCN- P2017UP060600) having its office at D-38 LGF (L/S) South Extension Part-II New Delhi-110049 India as Secretarial Auditor to carry out the Secretarial Audit of the Company for the FY 2018-19 in the Board Meeting held on May 25 2018. The Secretarial Audit Report is annexed as `Annexure C' to this Report. The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

21. CORPORATE GOVERNANCE REPORT

The Company is committed to the highest standard of Corporate Governance practices. The Company has put in place efficient and effective systems to ensure proper compliance with regulatory provisions. The Company understands and respects its fiduciary role and responsibilities towards its stakeholders and society at large and strives to serve their interest resulting in creation of value and wealth for all stakeholders.

The report on Corporate Governance under Regulation 34 read with Schedule V of the SEBI (LODR) 2015 together with the Auditors' Certificate on the compliance of conditions of Corporate Governance forms part of the Annual Report and is annexed as `Annexure D'' to this Report.

The Corporate Governance Report forming a part of this Report also covers the following:

(i) Board Meetings

Particulars of Board Meetings held during the FY 2018-19 including composition and category of Directors are mentioned under the head `Board of Directors'.

(ii) Board Committees

Particulars of role composition terms of reference and meetings of Committees of the Board of the Company during the year are mentioned under their respective separate headings.

(iii) Nomination and Remuneration Policy

Particulars of the policy on Nomination and Remuneration of Director Key Managerial Personnel and Senior Management are mentioned under the head- `Nomination and Remuneration Committee (NRC)'. The Nomination and Remuneration Policy is also available on the company website at www.goodyear.co.in (Investor Relations section).

(iv) Vigil Mechanism (including Whistle Blower Mechanism/ Policy)

In terms of the SEBI (LODR) 2015 the Company has formulated its Vigil Mechanism (including Whistle Blower Mechanism/Policy) to deal with concerns/ complaints of directors and associates if any. The Policy is available on the Company's website at www.goodyear. co.in (Investor Relations section).

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (LODR) 2015 a detailed Management Discussion & Analysis Report forming part of the Annual Report and is annexed as Annexure - E to this Report.

23. HUMAN RESOURCES

Industrial Relations

Industrial harmony was maintained during the year through peaceful and productive employee relations. Multiple training sessions were imparted to employees on matters related to ethics and compliance discipline safety of the employees and environmental awareness. Various employee engagement initiatives were conducted within the salaried and hourly paid employees to increase the engagement levels of employees. The total number of salaried and hourly paid associates as on March 31 2019 stood at 904.

Particulars of Employees (Section 197 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014)

Information in accordance with the provisions of Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 regarding remuneration and other details is annexed as `Annexure F' to this Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has continuously strived to be a socially ethically and environmentally responsible corporate entity. In 2018-19 the Company invested in CSR projects on road safety rural development and promotion of rural sports. Implementation of the projects was carried out through various partners with expertise in the thematic areas and presence in the geographical locations of the projects. In order to ensure effective implementation of the projects the Company instituted an extensive monitoring and evaluation framework which facilitated successful achievement of the projects' goals.

During the year the Company supported Safer Roads Safer You a project on training school bus drivers and attendants with an objective to improve safety of school children. It also had a component of creating awareness among traffic/ transport officials regarding road safety challenges particularly around school transportation. Implemented in collaboration with Institute of Road Traffic Education (IRTE) 2663 school bus drivers and attendants across 64 schools in Delhi NCR and Mumbai and 583 traffic and transport officials were trained under the project. As part of the project a two-day conference was organized on Safe Transportation of School Children in partnership with the Ministry of Road Transport & Highways Government of India.

The Company undertook watershed development projects in rural Maharashtra in collaboration with International Association for Human Values (IAHV) with an aim to create sustainable livelihood opportunities for the communities in the drought prone region of the state. The project has resulted in creation of additional capacity to harvest 190 TCM of water benefiting 15000 villagers across 17 villages in Amravati district. In coming years the Company expects that this will lead to increased economic activities in the supported villages resulting into creation of sustained secured and reliable sources income for the communities.

The Company also supported two new initiatives involving creation of infrastructure to support athletes from economically challenged backgrounds. Implemented in collaboration with Mary Kom Regional Boxing Foundation (MKRBF) the project resulted in construction of training and support infrastructure in Imphal district of Manipur.

The Company's flagship project on road safety Safer Roads Safer You was recognized and awarded the prestigious Prince Michael International Road Safety Award for innovation under the category Road Safety Management.

Healthy India Initiative a project supported by the Company in 2017-18 received the CSR Health Impact Award 2018 in the WASH category for its steadfast efforts in promoting good health and correct sanitation practices.

The initiatives undertaken by the company on CSR activities during the year are set out in Annexure- G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars related to the conservation of energy technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as `Annexure H' to this Report.

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

The Company has in place a policy on Prevention of Sexual Harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. As per the said Policy an Internal Complaint Committee (ICC) is duly constituted by the Company.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

IntermsofSection124(6)oftheActreadwithRule6ofInvestors Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (as amended from time to time) (Rules) the dividends {unpaid/ unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account} and underlying equity shares {on which dividend has not been paid or claimed by the members for seven consecutive years or more} are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly the Company has transferred the following Dividend and Equity Shares during the FY 2018-19 to IEPF Authority:

Base Financial YearUnpaid / UnclaimedUnderlying
Dividend (In INR)Equity Shares
December 31 20103000963290927

28. OTHER INFORMATION

(i) Sweat Equity Shares Employee Stock Option / Right Issue / Preferential Issue

The Company has neither come up with any Right Issue/ Preferential Issue nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the period under review.

(ii) Significant and material orders passed by the regulators

No significant and material orders have been passed during the FY 2018-19 by the regulators or courts or tribunals affecting the going concern status and Company's operations in the future.

(iii) Material Changes & Commitments

No material changes and commitments have occurred which can affect the financial position of the Company between the end of the FY and the date of this Report.

(iv) Change in Nature of business if any There is no change in the nature of business of the Company during the year under review.

(v) Annual Secretarial Compliance Report

As per the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8 2019 the Company has duly submitted the Annual Secretarial Compliance Report issued by

M/s VKC & Associates Company Secretaries (UCN- P2017UP060600) with the BSE Limited within the specified time period.

(vi) Compliance with Secretarial Standards

The Company complies with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings).

29. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust confidence and support bestowed upon us. The Board of Directors is also grateful to the holding and fellow subsidiary companies for their contribution towards the growth and success of the Company.

The Board of Directors assures to uphold the Company's commitment towards acting with honesty integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

On behalf of the Board of Directors

Rajeev AnandRajiv Lochan Jain
(Chairman &(Director)
May 29 2019Managing Director)DIN: 00161022
New DelhiDIN: 02519876

   


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