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Vesuvius India Ltd.

BSE: 520113 Sector: Engineering
NSE: VESUVIUS ISIN Code: INE386A01015
BSE 15:41 | 27 Mar 2018 Vesuvius India Ltd
NSE 05:30 | 01 Jan 1970 Vesuvius India Ltd
OPEN 1296.90
PREVIOUS CLOSE 1254.10
VOLUME 30
52-Week high 1486.10
52-Week low 1091.00
P/E 26.41
Mkt Cap.(Rs cr) 2,568
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1296.90
CLOSE 1254.10
VOLUME 30
52-Week high 1486.10
52-Week low 1091.00
P/E 26.41
Mkt Cap.(Rs cr) 2,568
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vesuvius India Ltd. (VESUVIUS) - Director Report

Company director report

FOR THE YEAR ENDED ON DECEMBER 31 2015

The Directors have pleasure in submitting their Annual Report together with the AuditedFinancial Statements for the year ended on December 31 2015.

The Year in Retrospect

(Rs Lakhs)

Financial Results: Year ended 31.12.2015 Year ended 31.12.2014
Sale of Goods (excluding Excise Duty) 67117 62167
Sale of Services 2729 3000
Other Income 126 56
Total Revenue from operations 69972 65223
Other Income 1021 910
Total Revenue 70993 66133
Profit before Depreciation Interest & Tax (PBDIT) 13559 10905
Depreciation & Amortisation 2322 1912
Interest - -
Profit before Tax 11237 8993
Provision for Income Tax 3878 3076
Profit for the year after Tax 7359 5917
Proposed Dividend and Taxes: Proposed Dividend @ Rs 6.25 per Equity share 1268 1218
Dividend Tax on Dividend 258 243
Interim Dividend - 203
Dividend Tax on Interim Dividend - 34
Total Dividend and Taxes 1526 1698
Transfer to General Reserves: 736 592
Basic & Diluted Earnings Per Share: Rs 36.26 Rs 29.15

Financial Year of the Company

The Financial Year of the Company continues to remain the twelve months period from 1stJanuary to 31st December of each year. The Company Law Board by an Order dated January 72016 permitted the Company to have the Financial Year to end on 31st December of eachyear.

Operating & Financial Performance Internal Control

India's steel production grew by a meagre 2.6% from 87.3 million tons in 2014 to 89.6million tons during 2015 compared to the 6.5% - 7% growth forecast by the World Bank aswell as the World Steel Association. After an initial growth production slumped duringthe year. Domestic steelmakers suffered immensely as steel market prices dropped close toor below their cost of production due to many factors including the sharp increase inlow-priced imports from China.The market weakness affected our customers who are desperateto cut their costs. Major steel producers have either dropped their outputs significantlyand are producing inconsistently or have shelved their growth plans.

In this scenario our strategies to re-jig market portfolio exit low margin businessfocused reduction in operational costs enlarge addressable markets through increasedpenetration of existing and new value creating solutions and reinforcing our technologyand innovation leadership positions have given positive results.We were able to defendour market share at the cost of profitability at some ofour major customers. Competitionactivities have increased as they hold on to their market share with aggressive pricing.

We have always thrived on differentiated offerings in terms of value-added products andservices to our customers. This is always a high stake battle and our sword and our shieldon this battleground has always been Quality. The Turbo-Q programme waslaunched during the year to sharpen our instincts and hone our skills in deliveringQuality to our customers.The essence of this programme was to drive home thisall-important message that:

• Customer Loyalty drives business retention & profits

• Customer Loyalty is driven by

• Consistent quality of products and services

• The supplier's ability to resolve problems with speed and to provide highquality solutions that prevents repeats.

This year the Company's total revenue crossed Rs 700 crores. Total revenue fromoperations increased by over 7% over the previous year driven entirely by domestic growth.Net sales increased by about 8% and both PBT and PAT increased by about 25% over theprevious year. Reduction in raw material and energy costs and focused attention inreducing operations cost contributed to significant savings.

There is no change in the nature of the business of the Company. The Company has nosubsidiaries or associated companies therefore disclosures in this regard are not providedin this Report. There were no significant and material orders passed by regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

All fourfactories had been working efficiently during the year. Safety measures andprocesses have been installed and improved upon at all plants and work sites.

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance of variousinternal controls and other regulatory and statutory compliances. Code on Internal Controlwhich require that the Directors review the effectiveness of internal controls andcompliance controls financial and operational risks risk assessment and managementsystems and related party transactions have been complied with. Self certificationexercises are also conducted by which senior management certify effectiveness of theinternal control system their adherence to Code of Conduct and Company's policies forwhich they are responsible financial or commercial transactions if any where they havepersonal interest or potential conflict of interest. Internal Audit has been conducted ona pan India basis.

Company's Policies on Health & Safety Quality Corporate Social ResponsibilityRemuneration Employee Concern (Whistle Blowing) Related Party Transactions Insidertrading Risk Management and also the Code of Conduct applicable to Directors andEmployees of the Company have been complied with. These Policies and the Code of Conductare available on the Company's website www.vesuviusindia.com

Dividend

The Board of Directors are pleased to recommend a dividend of Rs 6.25 per Equity Shareof nominal value of Rs 10/- each. The dividend togetherwith dividend tax will entail acash outflow of Rs 1526 lakhs (previous year Rs 1461 lakhs). Ifthis is approved at theforthcoming Annual General Meeting dividend will be deposited with the bank within May 92016 and dividend will be paid within May 15 2016.

Group Activities

Vesuvius plc the ultimate holding company is listed on the London Stock Exchange andis a global leader in metal flow engineering principally serving steel and foundryindustries. Vesuvius develops innovative and customised solutions to be used in extremelydemanding industrial environments which enable customers to improve their manufacturingprocesses enhance product quality and reduce energy consumption. Vesuvius has a worldwidepresence and serves customers through a network of low-cost manufacturing plants locatedclose to their own facilities and embed the Vesuvius industry experts with theiroperations who are supported by Vesuvius global technology centres. Vesuvius' corecompetitive strengths are market and technology leadership strong customer relationshipswell established presence in developing markets and global reach.

During the year Vesuvius plc. completed the acquisition of the SIDERMES group ofcompanies an Italian manufacturer of ceramic probes for the measure oftemperature anddissolved gases in the steel and foundry industries. This acquisition is an additionalstep in the implementation strategy to grow in the provision of technical services to ourcustomers.

Vesuvius Group Limited U.K. the immediate holding company holds about 56% of theshare capital of the Company. Mr Francois Wanecq the Chief Executive of Vesuvius plc theultimate holding company is a Director of our Company. Mr Tanmay Ganguly President-Advanced Refractory and Mr Christopher Abbott President-Flow Control of the VesuviusGroup worldwide are also Directors of the Company. The Vesuvius Group has a sincerecommitment to and has been extremely supportive of their Indian operations and continuesto provide constant support in terms oftechnology systems manufacturing etc.

100 years of VESUVIUS - In the year 1916 Vesuvius was born in PittsburgPennsylvania USAwhen the World War I was in its third year and American steel industryhad unprecedented boom conditions. Three young men startled the world in 1916 by producingthe best crucibles ever made. VESUVIUS completes 100 years in this year 2016. Since 1916Vesuvius had expanded its operations to Europe with its first European facility inNewmilns Scotland. Vesuvius' development and invention of flow control product called"stopper rod" isostatically pressed alumina graphite products etc. madecontinuous casting technology viable and replaced the conventional ingot casting process.Vesuvius now operates in over 30 countries with over 69 manufacturing establishments 6Research & Development Centres and 8 Development Laboratories.

25 years of VESUVIUS INDIA - In year 1991 Vesuvius incorporated their firstIndian operations in Kolkata. VESUVIUS INDIA completes 25 years in this year 2016. Inthese 25 years our Company now operates in four factories exports to over 15 countrieshas reached a total revenue earning of Rs 700 crores with about direct 435 employees over1500 contractual employees has consistently paid dividend to the Shareholders since 1998and still remains debtfree.

ISO Certification

The Company's factories at Kolkata Mehsana and Visakhapatnam and two of its sites atSurat in Gujarat and Dolvi in Maharashtra have been certified ISO 9001:2008 for QualityManagement Systems Standards.

Segmentwise performance

The Company is primarily a manufacturer and trader of refractory and is managedorganizationally as a single unit. Accordingly the Company is a single business segmentcompany. Geographical (secondary) segment has been identified as domestic sales andexports. Details of segment reporting are available in the Annual Accounts.

Industry Structure & Developments Opportunities & Threats Outlook Risks& Concerns

It was a weak market for the Indian steel industry as domestic steelmakers sufferedimmensely due to lower market prices and many factors including the sharp increase inlow-priced imports from China.Steel companies had reduced production shelved theirexpansion plans and were desperate to reduce their operational costs. The economy has notyet delivered its promises in terms of serious demand from infrastructural growth.

Steel and foundry industry comprises the biggest group ofour customers. Hence anythingthat affects the steel and foundry industry will have its one off effect on our business.

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingeach business. The role of insurance and other measures used in managing risks is alsoreviewed. Risks would include significant weakening in demand from core-end markets endmarket cyclicality adverse foreign exchange fluctuations inflation uncertainties energycosts and shortage of raw materials maintenance and protection of leading technologiesand adverse regulatory developments. During the year a risk analysis and assessment wasconducted and no major risks were noticed.

Board of Directors

MrSubrata Roy was appointed Managing Director of the Company for a term of five yearseffective from January 1 2015 and his appointment was made by the Board of Directors attheir meeting held on December 26 2014 and thereafter was approved by the Shareholders atthe Extra-Ordinary General Meeting held on March 27 2015. Mr Roy is due to retire byrotation at the ensuing Annual General Meeting. Mr Roy has confirmed and declared that heis qualified to act as a Director of the Company and being eligible has offered himselffor reappointment as a Director of the Company. The Board of Directors are also of theopinion that Mr Roy fulfils all the conditions specified in the Companies Act 2013 makinghim eligible to be appointed as Director. Upon his reappointment as Director he willcontinue as

Managing Director of the Company for the remaining period of his term. Hisreappointment will be subject to retirement by rotation.Details about Mr Subrata Roy ismentioned in the Notice convening the Annual General Meeting.

Miss Nayantara Palchoudhuri was appointed an Independent Director at the Extra-OrdinaryGeneral Meeting held on March 27 2015 for a term of five years commencing from March 272015 and will not be liable to retire by rotation during her term of five years.

Mr Biswadip Gupta was appointed as an Independent Director at the Annual GeneralMeeting held on May 7 2015 pursuant to the provisions of section 149 of the CompaniesAct 2013 for a period of five years from May 7 2015 and will not be liable to retire byrotation during his term offive years.

Mr Yves M.C.M.G Nokerman who was a nominee of the holding company had resigned fromthe Vesuvius Group's employment and so had resigned as a Director of the Company and hisresignation was accepted effective from May 7 2015. The Board of Directors record theirappreciation of the services rendered by Mr Nokerman during his term as a Director of theCompany since August 2008.

Mr Tanmay Kumar Ganguly President-Advanced Refractories of the Vesuvius Groupwho wasthe Managing Director of the Company upto December 31 2014 has been appointed effectivefrom May 7 2015 as a Director in the casual vacancy caused by the resignation of MrNokerman. It is proposed to appoint Mr Ganguly as a Director of the Company and a suitableresolution has been included in the

Notice convening the Annual General Meeting for approval of the Members. Mr Gangulywill be liable to retire by rotation.Details about Mr Ganguly is mentioned in the Noticeconvening the Annual General Meeting.

Mr Christopher David Abbott President-Flow Control of the Vesuvius Group has beenappointed as an Additional Director of the Company effective from August 3 2015. It isproposed to appoint Mr Abbott as a Director of the Company and a suitable resolution hasbeen included in the Notice convening the Annual General Meeting for approval of theMembers. MrAbbott will be liable to retire by rotation.Details about MrAbbott is mentionedin the Notice convening the Annual General Meeting.

The Board of Directors are of the opinion that the presence of both Mr Ganguly andMrAbbott being two most senior personnel in the Vesuvius Group would bring great valueand provide immense support to the Board of Directors and to the Company. Theirinvolvement in the Company reinforces the importance the Vesuvius Group gives to theirIndian operations. The Board is therefore recommending the appointment of both Mr Gangulyand MrAbbott as Directors of the Company.

Mr Biswadip Gupta Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri IndependentDirectors of the Company have had a separate meeting on November 7 2015 to review theperformance of Independent Directors and Board as a whole and assess the quality quantityand timeliness offlowof information from the Company management to the Directors. MrSudipto Sarkar and Miss Nayantara Palchoudhuri met separately to review the performance ofthe Chairman.The overall outcome was that the Board and its individual Directors areperforming effectively and that the Board is well supported and diversified and presentsan open forum for debate and discussion and that the strategies approved by the Board haveproduced results even during these weak business environment.

The Independent Directors have confirmed and declared that they are not disqualified toact as an independent director in compliance with the provisions of section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.

All Directors Key Managerial Personnel and senior management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company and the declaration in this regard made by the Managing Director is attachedas Annexure VIII which forms a part of this Report of the Directors. The Code ofConduct is available on the Company's website www.vesuviusindia.com. All Directorshave confirmed compliance with provisions ofsection 164 of the Companies Act 2013.

The details of number and dates of meetings held by the Board and its Committeesattendance of Directors and remuneration paid to them is given separately in the attachedCorporate Governance Report.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions ofsection 134(3)(c) read with section 134(5) of the Companies Act 2013 Clause49(III)(D)(4)(a) of the listing agreement with Stock Exchanges (applicable upto November30 2015) and provisions of SEBI-LODR and in the preparation of the annual accounts forthe year ended on December 31 2015 and state that :

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) there is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.

Key Managerial Personnel

The following three persons have been appointed as Key Managerial Personnel of theCompany in compliance with the provisions ofsection 203 of the Companies Act 2013:

a) MrSubrata Roy Managing Director

b) MrTaposh Roy Company Secretary

c) Mr Sanjoy Dutta Chief Financial Officer

Remuneration and other details of the Key Managerial Personnel for the year endedDecember 31 2015 are mentioned in the Extract to the Annual Return in Form MGT-9 which isattached as Annexure IV and forms a part of this Report of the Directors.

Corporate Governance

The Company has in place the SEBI regulations pertaining to Corporate Governance.During the year under consideration the Company had a seven member Board of Directorsconsisting of three nonexecutive independent directors three non-executive non-residentdirectors representing the holding company and the Managing Director.

The non-executive non-resident Directors have waived their commission on profits forthe year and have not received any sitting fees for attending the meetings of theDirectors. The Managing Director does not receive sitting fees for attending the meetingsof the Board or any Committee thereof. The sitting fees paid to the directors are withinthe limits prescribed under the Companies Act 2013 and Rules thereon.

The Corporate Governance Report for the year ended on December 312015 giving thedetails as required under Regulation 34(3) read with Clause C of

Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI- LODR") is given separately as Annexure I and forms part of thisReport of the Directors. The Corporate Governance Certificate for the year ended onDecember 31 2015 issued by Mr Anjan Kumar Roy of M/s Anjan Kumar Roy & Co PracticingCompany Secretaries Secretarial Auditor of the Company is also attached as AnnexureII and forms a part of this Report of the Directors.

The Company has in place an Insider Trading Code for compliance with the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015. Mr Taposh RoyCompany Secretary is the Compliance Officer responsible for compliance with the InsiderTrading procedures. Details of securities transaction by insiders are placed before theBoard of Directors of the Company and also notified to the Stock Exchanges.

Mr Subrata Roy Managing Director and Mr Sanjoy Dutta Chief Financial Officer havegiven their certificate under Regulation 17(8) read with Part B of Schedule II ofSEBI-LODR regarding the annual financial statements for the year ended on December 312015 to the Board of Directors. The Managing Director has given his certificate underRegulation 34(3) read with Part D of Schedule V of SEBI-LODR regarding compliance with theCode of Conduct of the Company for the year ended on December 31 2015 which is attachedas Annexure VIII and forms a part of this Report of the Directors.

In compliance with SEBI-LODR new Listing Agreements as per revised format with BSELimited and National Stock Exchange of India Limited were executed on December 3 2015.

Audit Committee

The Audit Committee was constituted on October 24 2000. The Committee as on December31 2015 comprises Mr Biswadip Gupta as Chairman and Mr Christopher Abbott Mr TanmayGanguly Miss Nayantara Palchoudhuri and Mr Sudipto Sarkar as Members. The CompanySecretary is the Secretary of the Committee. The Managing Director and Chief FinancialOfficer are permanent invitees to the meeting. The details of all related partytransactions are placed periodically before the Audit Committee. During the year therewere no instances where the Board had not accepted the recommendations of the AuditCommittee. The Company has in place a vigil mechanism details of which are available onthe Company's website www.vesuviusindia.com. All persons have been given directaccess to the Chairman of the Audit Committee to lodge their grievances. No personnel hasbeen denied access to the Audit Committee to lodge their grievances.

The Audit Committee has also been delegated the responsibility for monitoring andreviewing risk management assessment and minimization procedures implementing andmonitoring the risk management plan and identifying reviewing and mitigating all elementsof risks which the Company may be exposed to.

The details of terms of reference of the Audit Committee number and dates of meetingsheld attendance of the Directors and remuneration paid to them during the year ended onDecember 31 2015 are given separately in the attached Corporate Governance Report.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 29 2014. TheCommittee as on December 31 2015 comprises Mr Biswadip Gupta as Chairman and Mr TanmayGanguly Miss Nayantara Palchoudhuri Mr Subrata Roy and Mr Sudipto Sarkar. Mr ArunavaMaitra Chief HR Officer is the Secretary of the Committee.

The Corporate Social Responsibility Policy which was approved by the Board on November10 2014 is available on the Company's website www.vesuviusindia.com

The terms of reference of the Corporate Social Responsibility Committee number anddates of meetings held attendance of the Directors and remuneration paid to them duringthe year ended on December 31 2015 are given separately in the attached CorporateGovernance Report.

The Annual Report on Corporate Social Responsibility is attached as Annexure VII.The Company believes that CSR projects should be sustainable and with the long termpurpose of improving the quality of living for the less privileged and for increasingsocial assets. The funds should be carefully spent on CSR so that they result in theultimate objectives meted out in the Company's CSR Policy. Meetings have been held withagencies having all India presence to provide CSR support jointly with the employees ofthe Company to CSR projects not only where the Company's factories are based but alsoaround steel plants and other locations where the Company operates. These meetings haveremained inconclusive as good quality CSR activities as per the Company's CSR Policyhaving a strong bearing on the society's needs were not immediately available. As a resultthe Company could only spend about Rs 10 lakhs during the year and expects that in thenext year more CSR activities will be approved and undertaken.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 29 2014 and themembers as on December 31 2015 are Mr Sudipto Sarkar as Chairman and Mr Biswadip GuptaMr Christopher Abbott Mr Tanmay Ganguly and Miss Nayantara Palchoudhuri as Members. TheCompany Secretary is the Secretary of this Committee.

The Company's Remuneration Policy prepared in accordance with section 178 of theCompanies Act 2013 is available on the Company's website. The details of terms ofreference of the Nomination and Remuneration Committee number and dates of meetings heldattendance of the Directors and remuneration paid to them during the year ended onDecember 31 2015 are given separately in the attached Corporate Governance Report.

Share Transfer and Stakeholders Grievance & Relationship Committee

The Share Transfer Committee was constituted on January 11993 and was renamed TheShare Transfer and Investor Grievance Committee on February 12 2001. To comply with therequirements of the Companies Act 2013 and the listing agreements with Stock Exchangesthe name of the Committee was changed to Share Transfer and Stakeholders Grievance &Relationship Committee effective from April 29 2014. The Members of the Committee as onDecember 31 2015 are Mr Biswadip Gupta as Chairman Mr Christopher Abbott Mr TanmayGanguly Miss Nayantara Palchoudhuri Mr Subrata Roy and Mr Sudipto Sarkar as Members. TheCommittee has delegated the responsibility for share transfers and other routine sharemaintenance work to the Company Secretary and to M/s C B Management Services (P) Ltd theRegistrars and Share Transfer Agents of the Company. All requests for dematerialisationand rematerialisation of shares transfer or transmission of shares and other sharemaintenance matters are completed within 15 days of receipt of valid and completedocuments. Minutes of the Committee meetings are circulated to all Directors and discussedat the Board meetings. The Committee also reports to the Board on matters relating to theshareholding pattern shareholding of major shareholders insider trading compliancesmovement of share prices redressal of complaints reports on SCORES of SEBI and allcompliances under the Companies Act 2013 the listing agreement with Stock Exchanges andSEBI-LODR. Details of the number and dates of meetings of this Committee which were heldduring the year ended on December 31 2015 attendance of the Directors and remunerationpaid to them are given separately in the attached Corporate Governance Report.

The shares of the Company are listed on the Bombay and National Stock Exchange. TheCompany's shares are compulsorily traded in the dematerialized form. The ISIN numberallotted is INE 386A01015. The details of shareholding pattern distribution ofshareholding and share prices are mentioned separately in the attached CorporateGovernance Report. Only 2.13 % of share capital are held in physical mode by 3040Shareholders as on December 31 2015.

Investor Education and Protection Fund

In compliance with the provisions ofsection 205Aof the Companies Act 1956 a sum of Rs381694/- being the dividend lying unclaimed out of the eleventh dividend declared by theCompany for the year ended December 31 2007 at the Annual General Meeting held on April29 2008 was transferred to the Investor Education and Protection Fund of the CentralGovernment in June 2015 after giving several notices and reminders to the concernedshareholders.

Dividend which remains unclaimed out of the twelfth dividend declared by the Companyfor the year ended on December 31 2008 at the Annual General Meeting held on April282009 will be transferred to the Investor Education and Protection Fund of the CentralGovernment by June 2016 pursuant to the provisions of section 205A of the Companies Act1956. Thereafter no claim shall lie on these dividend from the shareholders. Individualnotices have already been sent to the shareholders concerned on February 12 2016.

Notices dated January 30 2016 have been sent to all members concerned reminding themto encash their unclaimed dividend.

List of Shareholders whose dividend remain unclaimed till date of AGM held on07.05.2015 have been uploaded in the website of the Company www.vesuviusindia.com underheading "Investor Information" => "Dividend History & UnpaidDividend". Shareholders are requested to check their unpaid dividend from this listand contact the Registrars and Share Transfer Agents to encash these unpaid dividends.

Auditors

M/s B S R & Co. LLP Chartered Accountants had been appointed Auditors of theCompany at the Annual

General Meeting held on May 7 2015 to hold office for a period of two years until theconclusion of the 26th Annual General Meeting subject to their appointment being ratifiedat the 25th Annual General Meeting. At the ensuing Annual General Meeting M/s B S R &Co LLP are eligible to continue as Auditors and the Board recommends that theirappointment be ratified by the Members at the next Annual General Meeting in compliancewith the provisions ofsection 139 of the Companies Act 2013.

The Auditors have submitted their Independent Auditors Report on the financialstatements of the Company for the year ended on December 312015 and they have made noqualification reservation or adverse remark or disclaimer in their Report.

Secretarial Audit

A Secretarial Audit was conducted by the Secretarial Auditor Mr Anjan Kumar Roy of M/sAnjan Kumar Roy & Co. Practicing Company Secretaries in accordance with theprovisions of section 204 of the Companies Act 2013. The Secretarial Auditor's Report isattached as Annexure III and forms a part of this Report of the Directors. Thereare no qualifications or observations or remarks made by the Secretarial Auditor in hisReport.

Fixed Deposits

The Company has not accepted any deposits from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.

Loans guarantees and investments

It is the Company's policy not to give loans directly or indirectly to any person(other than to employees under contractual obligations) or to other body corporates orgive any guarantee or provide any security in connection with a loan to any other bodycorporate or person. The Company also does not make any investment in securities of anyother body corporate.

Provisions of section 186 of the Companies Act 2013 are not applicable to loans toemployees.

Information pursuant to section 134(3) of the Companies Act 2013

Vesuvius plc is the ultimate holding company of the Company and therefore allsubsidiaries of Vesuvius plc are treated as related parties of the Company. Transactionshave been held during the year with some of the related parties details of which arementioned in the Annual Report in accordance with the Accounting Standards 18 on RelatedParty Disclosures notified by the Companies (Accounting Standards) Rules 2006. All thesetransactions are in the ordinary course of business and are at arm's length and hence therestrictive provisions of section 188(1) are not attracted to these transactions. Incompliance with the provisions of Regulation 34(3) read with Schedule V of SEBI-LODR readwith section 134(3)(h) it is confirmed that no loans or advances in the nature of loanshave been received or paid to the holding company or any associate company or any Directoror to any firms or companies in which a director is interested and no investments havebeen made in the shares of the parent/ holding companies or any of its subsidiaries. Theprescribed Form AOC- 2 is therefore not applicable to the Company.

There were no material changes and commitments affecting the financial position of theCompany occurring between December 31 2015 and the date of this Report of the Directors.

The prescribed particulars of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is attached as Annexure V and forms a part of thisReport of the Directors.

The prescribed particulars of Employees required under section 134(3)(q) read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure VI and forms a part of this Report of the Directors.

Prevention of Sexual Harassment

In compliance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company had constituted a Prevention of Sexual HarassmentCommittee with three employees and a reputed NGO representative and requested MissNayantara Palchoudhuri Director to be an Adviser to the Committee. The Prevention ofSexual Harassment Policy was also approved by the Board and all employees specially womenemployees were made aware of the Policy and the manner in which complaints could belodged. The Committee submitted their first Annual Report which has been received andapproved by the Board.

The following is reported pursuant to section 22 of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act2013 :

a. Number of complaints of sexual harassment received in the year: Nil

b. Number of complaints disposed off during the year: Nil

c. Number of cases pending for more than ninety days: Nil

d. Number of workshops or awareness programme against sexual harassment carried out:Two

e. Nature of action taken by the employer or District Officer: Not Applicable

Policies Approved by the Board

During the year the following policies were approved by the Board and copies of thesepolicies are attached as per Annexure referred to below :

Policy Date of Board meeting where approved Whether uploaded on Company's website Annexure Number
Risk Management Policy May 72015 YES IX
Insider Trading Code May72015 YES X
Insider Trading Fair DisclosureCode May72015 YES XI
Prevention of Sexual Harassment Policy August 3 2015 NO XII
Materialityand Dealingwith Related Party Transactions November72015 YES XIII

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report of the Directors :

Annexure Particulars
i Corporate Governance Report
ii Certificate from Practicing Company Secretary on Corporate Governance Report
iii Secretarial Audit Report
IV Extract of the Annual Return in Form MGT-9
V Prescribed particulars of Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Vi Particulars of Employees
Vii Annual Report on Corporate Social Responsibility
Viii Managing Director's Certificate under regulation 34(3) read with Part D of Schedule V of SEBi-LODR on compliance of Code of Conduct
ix Risk Management Policy
X insider Trading Code
Xi insider Trading Fair Disclosure Code
Xii Prevention ofSexual Harassment Policy
Xiii Materiality and Dealing with Related Party Transactions

Human Resources Management & Health Safety and Environment

People are considered to be one of most valuable resources and the Company recognizesthat working environment motivate employees to be productive and innovative. Thecontinuous leadership and technical training courses give employees the opportunity toimprove their skills maximize personal potential and develop careers within the Companyand the Group while adhering to Vesuvius values.

Employees were encouraged to participate in sports activities. A cricket competitionhad been organized during the year which the employees gleefully participated. Othertournaments like table tennis and badminton were also organised. The Company had 435employees as on December 31 2015.

Our intense focus on Health & Safety as a primary and mainstream responsibility forall our employees is out of our care and concern for our people our customers and ourbusiness associates. The TurboS programme was launched to align our operations with thesefundamentals to focus on enhancing personnel safety. Much work has gone into makingoperations safer by implementation ofstandards for vehicle and machine safety ergonomicsinitiatives wearing protective equipment regular safety audits etc.

Also managing environment impact is a matter of priority and therefore continuous carefor the environment responsible disposal of wastes and development of local co-operativesare engaged into.

All management staff of the Company have undergone training on Anti-Bribery andAnti-Corruption Policy of the Company.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment ofall employees in achieving and sustaining excellence in all areas of the business. YourDirectors thank the Shareholders customers suppliers and bankers and other stakeholdersfor their continuous support to the Company.

For and on behalf of the Board of Directors
Kolkata Biswadip Gupta
February 26 2016 chairman