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Symphony Ltd.

BSE: 517385 Sector: Consumer
NSE: SYMPHONY ISIN Code: INE225D01027
BSE 00:00 | 24 Apr 2020 Symphony Ltd
NSE 05:30 | 01 Jan 1970 Symphony Ltd

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OPEN 922.50
PREVIOUS CLOSE 932.70
VOLUME 1103
52-Week high 1575.00
52-Week low 690.00
P/E 36.85
Mkt Cap.(Rs cr) 6,338
Buy Price 902.00
Buy Qty 2.00
Sell Price 906.10
Sell Qty 2.00
OPEN 922.50
CLOSE 932.70
VOLUME 1103
52-Week high 1575.00
52-Week low 690.00
P/E 36.85
Mkt Cap.(Rs cr) 6,338
Buy Price 902.00
Buy Qty 2.00
Sell Price 906.10
Sell Qty 2.00

Symphony Ltd. (SYMPHONY) - Director Report


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Company director report

Dear Shareholders

Your Directors are pleased to present the 31st Annual Report of the Companyfor the financial year ended on March 31 2018.

The financial statements are prepared in accordance with Indian Accounting Standards(‘Ind AS'). In accordance with the notification issued by Ministry Corporate Affairsthe Company has adopted Ind AS with effect from April 1 2017 being first Ind AS financialstatement with transition date of April 1 2016. Accordingly figures for the financialyear 2016-17 has been restated in accordance with Ind AS.

1. A_ HIGHLIGHTS OF RESULTS AND STATE OF COMPANY'S AFFAIRS

(Rs. in lacs)
Particulars

Standalone

Consolidated

2017-18 2016-17 2017-18 2016-17
Revenue from Operations & Other Income 72732 70176 85239 80803
Profit before Financial Charges Depreciation & Taxation 26029 24544 27340 24185
Less: Financial Charges 73 1 179 3
Less: Depreciation & Amortisation Expenses 435 351 681 688
Pro_t Before Tax 25521 24192 26480 23494
Less: Income Tax 6788 6475 6788 6614
Less: Deferred Tax Liability 493 255 493 255
Less: Provision for tax of earlier years (56) (3) (56) (3)
Pro_t After Tax 18296 17465 19255 16628
Other comprehensive income (270) 240 (281) 185
Total Comprehensive income for the year 18026 17705 18974 16813

B_ KEY FINANCIALS AS ON MARCH 31 2018

Consolidated Financial Results

Your Company along-with its subsidiaries has a global presence. In order to providean overall view of the comprehensive performance of the group the Company has preparedconsolidated accounts of the holding company and all its subsidiaries in accordance withthe Ind AS that are applicable. The consolidated revenue from operations along with otherincome stood at H85239 lacs. The profit after tax was H19255 lacs.

The highlights of the key financials are as under:

( H in lacs except per share data)

Particulars Standalone Consolidated
Equity Share Capital 1399 1399
Net worth 60339 61161
Book Value Per Equity Share 86 87
Earnings Per Share (EPS) 26.15 27.52
Investments 42356 42236
Contribution to Exchequer 19502 19967

2. DIVIDEND

During the year under review the Board of Directors has declared three interimdividends aggregating to H3.00/- (150%) per share and bifurcation of the same is as under:

Date of Declaration Interim Dividend Amount per share (in H) % of dividend
August 10 2017 1.00 50
October 31 2017 1.00 50
January 23 2018 1.00 50

The Board has recommended a final dividend of H1.50/- (75%) per equity share havingface value of H2/- each subject to approval of members at ensuing annual general meetingfor the financial year ended on March 31 2018.

An aggregate dividend for the financial year ended on March 31 2018 on approval atensuing annual general meeting would be H4.5/- (225%) per share.

SHAREHOLDERS' REWARD POLICY

Symphony believes in maintaining a fair balance over a long term period between payout/ reward to the shareholders and cash retention. The Company has been conscious of theneed to maintain consistency in payout / reward to the shareholders. The quantum andmanner of payout / reward to shareholders of the Company shall be recommended by the Boardof Directors of the Company.

Method of Payout/Rewards to the Shareholders

A.1 Dividend Distribution Policy

This policy is framed pursuant to Regulation 43A of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulation 2015 (hereinafterreferred to as Listing Regulations).

a) The Company will generally endeavour to distribute to the shareholders up to 50% ofits profit after tax (including dividend distribution tax and other taxes as applicable).

b) In rare circumstance of any contingency acquisition opportunities or other businessopportunities or unforeseen circumstances payout to shareholders may be precluded at thediscretion of the Board of Directors.

c) Recommendation with regard to payout to shareholders shall be influenced by variousfactors including without limitation internal factors such as profits earned during thefiscal year liquidity position fund requirement for acquisitions reward to shareholdersby corporate actions (like buy back of shares) and external factors such as general marketconditions cost of raising funds from alternate sources applicable taxes including taxon dividend exemptions under tax laws available to various categories of investors andfuture expansion opportunities etc.

d) The retained earnings of the Company shall be utilized for future growth andexpansion of business probable acquisitions working capital and for meeting unforeseencontingencies.

e) The Company has only one class of shares viz. equity shares.

A.2 Interim Dividend

The Board of Directors may as and when consider it fit on the basis of performanceprofitability liquidity and on review of quarterly / half yearly / periodical financialstatements declare interim dividend to reward the shareholders.

A.3 Special Dividend

The Company may consider special dividend in exceptional circumstances in such eventthe limit as stated in clause 1(a) above may exceed.

B. Bonus Issue

As and when the Company has large accumulated reserves represented by free reservessecurities premium surplus etc. which are felt more than the requirements of the Companythe Board may consider to utilize such balances towards issuance of bonus equity shares orany other security (ies) as may be permissible under the applicable provisions of theCompanies Act 2013 SEBI Act along with applicable regulations thereunder and any otherAct as may be applicable.

C. Buy Back

As and when the Company has large accumulate reserves represented by free reservessecurity premium surplus etc. which is also supported by sufficient liquidity in theCompany the Board of Directors may consider to carry out Buyback of its equity shares inaccordance with the relevant applicable provisions of the Companies Act 2013 SEBI Actalong with applicable regulations thereunder and any other Act as may be applicable.

D. Sub Division / Splitting of Shares

The Board of Directors may also consider to sub-divide the equity shares in order toimprove the liquidity in the market and to make it more affordable to retail shareholdersthereby attracting better participation of retail shareholders in the equity shares of theCompany.

Further the said policy can be accessed at http://www.symphonylimited.com/Uploads/Investor/ CorporateGovernance/CorpGov_13121322387.pdf

3. MATERIAL CHANGES AND COMMITMENT

There was no material change and commitment affecting the financial position whichoccurred between the financial year end and the date of this report.

4. OPERATIONS REVIEW

During the year under review gross revenue on standalone basis stood at H72732 lacs.During the period 2017-18 your Company continued its thrust on distributor networkexpansion and increased the same by 28% thereby reaching almost all consumer durable andhome appliances markets in the remotest parts of the country.

Your Company strongly believes in innovation in product design and features. During theyear as many as 19 new models were introduced in the market. With this we now offer asmany as 48 models making it by far the largest range not only in the country but acrossthe world in this segment. The new models included Sense range of coolers which operatethrough Gesture Control a first of its kind feature in Air cooler industry.

Your Company has also tied up with various Consumer and Channel Finance Companies tofurther penetrate the market and help trade partners as well as consumers to tie up fortheir fund requirements to purchase company's products.

After Sales Service

The distribution network expansion was also accompanied by the optimisation of AfterSales Service centre network across the country. The year saw a sizeable investment ofresources in introducing a new Service Customer Relationship Management (CRM) platform forbetter handling of Customer calls and managing the wide network of service centres acrossthe country. With the new CRM platform and with enhanced call centre infrastructure yourCompany has equipped itself to retain its leadership in Sales and Service.

The year also saw many Service Engineers and Sales Persons being trained through over300 Sales and Service training programmes conducted throughout the country. This will helpin ensuring better customer connect at all levels and help in further strengthening ourleadership position in the market.

Modern Trade

During the period under review your Company retained its leadership in the fastemerging Modern Trade and E-Commerce business. Besides retaining its market share theCompany has also added new customers in its portfolio.

Air Coolers - Overseas Business

During the year revenue from Operation of International Business was H6571.79 lacs

The meagre growth was due to a substantial amount of carry forward inventory byInternational distributors in Latin America and South East Asia due to relatively weakseason in these regions. However Industrial and Commercial Coolers in Internationalmarkets picked up with the introduction of these coolers in almost 20 countries in thecurrent year.

Overall European markets showed robust growth and amongst the traditionally strongmarkets Saudi registered good growth. In the current year your company's products wereintroduced in 5 new countries.

Your Company has also opened local warehouses in Europe and South Africa for fasterdeliveries. This has started paying dividends as we saw growth from these markets.

Net sales value improved in the current year as prices were increased in many markets.Improved realisations led to a better bottom line growth in International business.

Your Company continues to have several international quality certifications like CESASO NOM etc. which provide access to other countries as well.

Advertising and Marketing

To create a significant customer pull your Company has launched new TV campaigns tosupport the introduction of Cloud air cooler Touch range and Sense range of air coolers.Your company maintained its dominance in print electronic and digital media with almost60% share of voice in these. Your Company also invested a considerable amount inconducting product feature training for dealer salespersons as part of Below-the-Lineactivities and also dealer tie up schemes aimed at improving dealer loyalty.

Central Air Cooling Solutions

The Central Air Cooling Solutions business was consolidated through focused effortsincreased manpower and expansion of nationwide dealer network as a result of thisinitiative many new prestigious customers have been added to our customer base in thissegment.

During the year a new range of coolers from China was introduced which was acceptedand received overwhelming response from both channel partners and customers. YourCompany's continuous endeavour to introduce new models of coolers with higher performanceand customer friendly features enabled it to further strengthen its market leadership inthis category.

Your Company bagged orders in various sectors like hotels hospitals educationalinstitutes malls places of worship engineering and auto industry textiles printingand packaging etc. Some of the prestigious orders included those from Tata Steel Unilevergroup FIAT Eglo L&T Parle Exide Industries Hindalco Ghadi Detergent ChokhiDhani Bhatinda University Dhoot Transmission CEPT University and Incap.

During the year under review your Company continued with many business developmentactivities through advertisements in newspapers journals TV channels and participationin exhibitions across the country. Your Company continued its liaison with some keyopinion makers like HVAC consultants and large MEP contractors and Architects. An AllIndia Dealer training programme was also held at Ahmedabad to launch the new models andtrain the dealers and their technical staff to install and service the new range.

The Central Air Cooling Solutions segment has gained momentum and revenue from thissegment are expected to increase substantially in the near future.

SEZ Units

During the year under review your Company continued to operate in two Special EconomicZones (i) Kandla SEZ at Gandhidham Kutch Gujarat and (ii) Surat SEZ at Sachin SuratGujarat. It may be noted that the SEZ units enjoy a number of direct and indirect taxbenefits including benefits under the new foreign trade policy.

5. OVERSEAS OPERATIONS

(a) Impco S. de R. L. de C.V Mexico

The operational income increased 12.4% due to a strong summer and more aggressivecommercial strategies which led IMPCO to a total Profit before Tax of 39.6mn MexicanPesos.

During the year IMPCO sold the earlier plant premises/ properties and shifted to stateof the art and modern new premises which additionally meets the business requirementshaving all areas in one single building working on more efficient way. IMPCO successfullycompleted transition to outsourced manufacturing during this year with desired qualitylevels and also liquidated all its machinery and equipment including paint line.

During the year company developed and launched a first "All Plastic" windowcooler in the Mexico market which received a very good response. Also during the yearannounced the new vision of the Company which seeks accelerated growth in the next 3years mainly with the incorporation of new product lines.

(b) Guangdong Symphony Keruilai Air Coolers Co. Ltd (GSK) China

The year under review was the second operating year after acquisition.

The operating loss during the calendar year 2017 as compared to previous year isdrastically reduced on account of various steps taken by the Company to reduce overheadsas well as raw material buying costs and also improve the operating efficiencies.

During the year company shifted to new premises which offered drastic improvement inoperations efficiencies apart from reducing costs.

The Company has also developed and introduced several new products for industrialcommercial as well as household applications and also developed several new markets -both domestic as well as international. Introduction of complete new logo andharmonisation of color scheme and control graphics etc across entire product rangeallowed a complete new and fresh look for entire product portfolio.

GSK products also successfully introduced to Symphony's already established markets ofIndia and Mexico and are received very well in these markets. Several senior and salespersons from Symphony's India and Mexico teams have visited GSK during the year forfamiliarization with products and technology.

GSK participated in several national as international exhibitions and these haveresulted in very healthy order book as well as promising enquiries.

All these measures in 2017 have paved a solid foundation for sustainable growth in thecoming years. At this pace of improvement both in sales and costs we hope to break-evenwithin 18 - 24 months.

6. AWARDS AND ACCOLADES

The Brand Trust Report India Study 2018 ranks ‘SYMPHONY' India's Most TrustedAir Cooler Brand in a study covering 9000 brands across 16 cities from Trust ResearchAdvisory (TRA).

Received the YES BANK-BW (Business world) Best CFO Award for the year 2018.

Air Cooler Models "Storm 70C" & "Touch 35" are awarded forCE LVD directive belongs to European Countries.

The Models like "DiET" series "Storm 100i" "Storm70C" and "Winter XL" are awarded for EMC and ERP CE directive belongs toEuropean Countries.

"Hi Cool" Model is awarded for In-metro certificate for Brazil.

Export models like DiET series Hi Cool variants Ice cube variants Ninjavariants Silver Winter Sumo Siesta 70 etc. are awarded for Kingdome of Saudi Arabia(KSA) certificates Soncap certificates for Nigeria and KUCAS certificate belongs toKuwait.

Air Coolers models of GSK China are awarded for KSA Certificates like KD seriesPAC series Movicool Series KF series Ll series MAC series.

ISO 9001 : 2015 for QMS is successfully extended and renewed for next year.

The awards won / certificates obtained by the Company reflect its consistentoutperformance and staying ahead of its competitors with its focused approach innovativeproducts and dynamic business strategies.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the Listing Regulations ManagementDiscussion and Analysis Report for the financial year ended on March 31 2018 is formingpart of this annual report.

8. CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 34(3) read with Schedule V of the ListingRegulations Corporate Governance Report for the financial year ended on March 31 2018is annexed to this annual report.

The requisite certificate was obtained from the Practising Company Secretariesconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.

9. SUBSIDIARIES

Your Company has two subsidiary companies (i) Guangdong Symphony Keruilai Air CoolersCo. Ltd. China and (ii) IMPCO S. de R. L. de C.V. (IMPCO) Mxico.

During the year under review the Company had divested its investment in Sylvan HoldingPte Limited (Sylvan) Singapore a wholly owned subsidiary. On the basis of an applicationfor striking off the name of the Company filed by Sylvan the name of Sylvan has beenstruck off from the Registrar of Companies Singapore.

In accordance with Section 129 (3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and its subsidiary companies whichforms part of the Annual Report. Pursuant to provisions of Section 129 (3) of theCompanies Act 2013 a statement containing salient features of the financial statement ofthe Company's subsidiaries in Form No. AOC-1 is annexed to the financial statement of theCompany. The statement also provides the details of performance and financial position ofthe subsidiaries of the Company.

The financial statement of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on all days except Sundays and public holidays upto the date of the AnnualGeneral Meeting as required under Section 136 of the Companies Act 2013. Any memberdesirous of obtaining a copy of the said financial statement may write to the CompanySecretary at the Registered Office of the Company. The financial statements including theconsolidated financial statement financial statement of subsidiaries and all otherdocuments required to be attached to this report have been uploaded on the website of theCompany www.symphonylimited.com.

10. AUDITORS

Members of the Company at its 28th Annual General Meeting held on October 27 2015had approved appointment of M/s. Deloitte Haskins & Sells Chartered Accountants asAuditors of the Company from the conclusion of the then ensuing annual general meetinguntil the conclusion of the thirty third annual general meeting of the Company.

The Company has received a consent letter along with certificate from the Auditor underthe provisions of the Companies Act 2013 stating that they are not disqualified fromcontinuing as Auditors of the Company.

The Auditor's' report does not contain any qualification reservation or adverse remarkand is self-explanatory and thus does not require any further clarifications/ comments.

11. COST AUDITORS

During the year under review the Company was not required to appoint cost auditors.

12. CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Companies Act and the rules made thereunder theannual report on Corporate Social Responsibility containing details about composition ofthe Committee CSR activities amount spent / unspent during the year reasons and otherdetails is enclosed as Annexure 1. The Corporate Social Responsibility Policy is displayedon website of the Company.

13. SECRETARIAL AUDIT REPORT

As required under Section 204 of the Companies Act 2013 the Board of Directors ofyour Company had appointed M/s. SPANJ & Associates Practicing

Company Secretaries to conduct Secretarial Audit. The Secretarial Audit Report for thefinancial year ended on March 31 2018 is annexed to Board's Report as Annexure 2.

The Secretarial Auditors' report does not contain any qualification reservation oradverse remark and is self-explanatory and thus does not require any furtherclarifications/comments.

As a part of good corporate governance practice adopted by the Company the Company hasvoluntarily carried out audit of Karvy Computershare Private Limited (Karvy) Registrarand Transfer Agent of the Company in respect to various work related to TransferTransmission Duplicate Issue of Shares Name corrections / additions Demat / Remat ofshares etc. executed by Karvy to strengthen the verification and approval process andearly detection of loopholes / leeway if any in the system.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Nrupesh Shah Executive Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment.

The Board of Directors at its meeting held on May 22 2018 has appointed Mr. AshishDeshpande as an Additional Director (Independent) of the Company for a period of fiveyears effective from May 22 2018 subject to approval of members in their ensuing annualgeneral meeting.

Brief profiles of Mr. Nrupesh Shah and Mr. Ashish Deshpande as required underRegulation 36 (3) of the Listing Regulations and Secretarial Standards - 1 are annexed tothe notice convening the 31st Annual General Meeting which forms part of thisAnnual Report. Your directors recommend their appointment.

Mr. Satyen Kothari an Independent Director has tendered his resignation w.e.f. closinghours of May 22 2018. The Board has placed on record its appreciation for contributionreceived from Mr. Satyen Kothari during his tenure as an Independent Director of theCompany.

15. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) and Section 92 (3) of the Companies Act 2013the extract of Annual Return in prescribed Form No. MGT - 9 is annexed herewith asAnnexure 3.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of the Companyhereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 312018 the applicable Indian accounting standards have been followed and there are nomaterial departures from the same;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 read withRules made thereunder for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

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

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

17. MEETINGS OF THE BOARD

Four meetings of the Board of Directors of the Company were held during the year underreview. The details of composition meetings attendance and other details of the Boardare reported under Corporate Governance Report which is forming part of the annual report.

Your Company has complied with the Secretarial Standards as applicable to the Companypursuant to the provisions of the Companies Act 2013.

18. AUDIT COMMITTEE

The Committee comprises Mr. Dipak Palkar Chairman Mr. Naishadh Parikh and Ms. JonakiBakeri. In accordance with provisions of Section 177(8) of the Companies Act 2013 andListing Regulations the Board has accepted all the recommendations of the Audit Committeeduring the financial year 2017-18.

The details of composition meetings attendance and other details of the AuditCommittee and other committees are reported under Corporate Governance Report which isannexed to Board's Report.

19. NOMINATION & REMUNERATION POLICY

The Company has framed Nomination & Remuneration Policy for appointment ofdirectors key managerial personnel and senior management personnel their remunerationand evaluation of directors and Board. The details of the said policy is forming part ofCorporate Governance Report.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The liquidity position of your Company is fairly comfortable and therefore the surplusfunds were invested to generate returns. As required under Section 186(4) of the CompaniesAct 2013 the following are the details of investments made or loans/guarantee/securitygiven or provided as at March 31 2018:

Name of Entity Investment/ Loan/ Guarantee Relationship if any. Aggregate amount of investments made / loan / guarantee provided as at 31.03.2018 Purpose for which loans/ guarantee proposed to be
(H in lacs) utilized
1 Infrastructure Leasing and Financial Investment - 108 -
Services Ltd. - NCRPS 15.99%
2 Infrastructure Leasing and Financial Investment - 260 -
Services Ltd. - NCRPS 16.99%
3 Infrastructure Leasing and Financial Investment - 161 -
Services Ltd. - NCRPS 16.99%
4 Tata Capital Limited CRPS 12.50% Investment - 154 -
5 Infrastructure Leasing and Financial Investment - 210 -
Services Ltd. - NCRPS 16.46%
6 Infrastructure Leasing and Financial Investment - 424 -
Services Ltd. - NCRPS 16.06%
7 JM Financial Products Ltd - MLD Investment - 2000 -
8 Wondrous Buildmart Pvt Ltd – NCD Investment - 704 -
9 JM Financial Products Ltd - MLD Investment - 1000 -
10 JM Financial Products Ltd - MLD Investment - 1000
11 Edelweiss Finvest Pvt Ltd – MLD Investment - 1009 -
12 IIFL Wealth Finance Ltd - MLD Investment - 1000 -
13 NHAI 7.28% 18.09.30 - Tax Free Bond Investment - 579 -
14 NHAI 8.30% 25.01.27 - Tax Free Bond Investment - 586 -
15 IRFC 7.35% 22.03.31 – Tax Free Bond Investment - 338 -
16 HUDCO 7.39% Bonds Investment - 559 -
17 HUDCO 7.39% Bonds Investment - 957 -
18 NHAI 7.28% 18.09.30 - Tax Free Bond Investment - 578 -
19 Zee Entertainment Enterprises Ltd Investment - 2700 -
6% Preference Shares
20 IRFC 7.28% 21.12.30 – Tax Free Bond Investment - 270 -
21 NABARD 7.35% - Tax Free Bond Investment - 1169 -
22 NHAI 8.50% 05.02.29 - Tax Free Bond Investment - 590 -

Please refer Note No. 4 and 8 forming part of standalone financial statements for fulldetails of investments made by the Company.

21. PARTICULARS OF CONTRACTSOR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements entered with related parties as perSection 188(1) of the Companies Act 2013 in prescribed Form No. AOC-2 are given inAnnexure 4 to the Board's Report.

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and the same were placed before theAudit Committee and also to the Board for their approval. The Company has also obtainedomnibus approval on a yearly basis for transactions which are of repetitive nature. AllRelated Party Transactions are placed before the Audit Committee and the Board for reviewand approval on a quarterly basis.

22. RISK MANAGEMENT

The Company is aware of the risks associated with its business. It regularly analysesand takes corrective actions for managing / mitigating the same. The Company periodicallyreviews its process for identifying minimizing and mitigating risks. The Board ofDirectors of the Company have framed a risk management policy and same is being adhered toby the Company. There are no risks which in the opinion of the Board threaten theexistence of the Company. However some of the risks which may pose challenges are set outin the Management Discussion and Analysis which forms part of this Report.

23. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard of Directors has carried out annual performance evaluation of its own performanceits committees and all directors of the Company as per the guidance notes dated January 52017 issued by the SEBI in this regard. The Nomination and Remuneration Committee has alsoreviewed the performance of Board Committee and all directors of the Company as requiredunder the Companies Act 2013 and the Listing Regulations.

i. Criteria for evaluation of Board

Criteria for evaluation of Board broadly covers the competency experiencequalification of the Director diversity of the Board meeting procedures strategymanagement relations succession planning functions duties conflict of interestgrievance redressal corporate culture and values governance and compliance evaluationof risks etc.

ii. Criteria for evaluation of Committee

Criteria for evaluation of Committee cover mandate and composition effectivenessstructure and meetings independence of the committee from Board and contribution todecisions of the Board.

iii. Criteria for evaluation of Directors

These broadly cover qualification experience knowledge and competency ability tofunction as a team initiative attendance commitment contribution integrityindependence leadership participation at meetings knowledge & skill personalattributes leadership impartiality etc.

The Board of Directors expressed their satisfaction with the evaluation process.

24. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors have submitted their declarations stating that they meet thecriteria of independence as specified under Section 149(6) of the Companies Act 2013 andListing Regulations.

25. VIGIL MECHANISM

The Company has established a vigil mechanism to provide adequate safeguard againstvictimization and to provide direct access to the Chairman of Audit Committee inappropriate cases. This mechanism is available on the website of the Company.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS

During the year under review there was no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

27. PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (the Rules) are set out as Annexure 5to the Board's Report.

The statement of disclosures and other information as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and (3) of the Rules is forming part of thisReport. However as per first proviso to Section 136(1) of the Act and second proviso ofRule 5(3) of the Rules the Report and Financial Statement are being sent to the Membersof the Company excluding the statement of particulars of employees under Rule 5(2) of theRules. Any Member interested in obtaining a copy of the said statement may write to theCompany Secretary at the Registered Office of the Company.

28. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has laid down internal financial controls to ensure the systematic andefficient conduct of its business including adherence to Company's policies andprocedures the safeguarding of its assets the prevention and early detection of fraudsand errors the accuracy and completeness of the accounting records and timely preparationof reliable financial information. The same is reviewed by the Statutory Auditor andInternal Auditor at regular intervals and also by the Audit Committee.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTIONPROHIBITION AND REDRESSAL_ ACT 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

There were no complaints received during the year under review.

30. DEPOSIT

The Company has not accepted any deposit during the year under review and no unclaimeddeposits or interest was outstanding as on March 31 2018.

31. INSURANCE

The insurable interests of the Company including building plant & machinerystocks vehicles and other insurable interests like loss of profits directors &officers' liability etc. are adequately covered.

32. SEBI ORDER AGAINST SHAREPRO SERVICES _I_ PVT. LTD. _SHAREPRO_

The Company has filed FIR against Sharepro their employees and others. FurtherInvestigating Officer has already filed a preliminary charge sheet before Hon'bleMetropolitan Magistrate Court Ahmedabad in a Criminal case and the same is pending beforethe Hon'ble Court for further process.

33. CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 details relating to Conservation of Energy TechnologyAbsorption and

Foreign Exchange Earnings and Outgo is annexed to this Report as Annexure 6.

34. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the financial year 2017-18 as stipulated underRegulation 34 of the Listing Regulations is annexed to this Report as

Annexure 7.

35. ACKNOWLEDGMENTS

Your Directors wish to express their appreciation for the efficient and loyal servicesrendered by each and every employee without whose whole-hearted efforts the overallsatisfactory performance would not have been possible.

Your Directors also wish to place on record their deep sense of appreciation for thevalued support & cooperation by OEMs distributors dealers service franchiseessuppliers C&FAs bankers and all other stakeholders of the Company and look forwardto their continued association with the Company. The Company will make every effort tomeet the aspirations of its Shareholders.

For and on behalf of the Board

Place: Ahmedabad

Date: May 22 2018


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