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Vishnu Chemicals Ltd.

BSE: 516072 Sector: Industrials
NSE: VISHNU ISIN Code: INE270I01014
BSE 00:00 | 24 Apr 2020 Vishnu Chemicals Ltd
NSE 05:30 | 01 Jan 1970 Vishnu Chemicals Ltd

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OPEN 116.00
PREVIOUS CLOSE 121.00
VOLUME 42
52-Week high 162.00
52-Week low 60.90
P/E 9.92
Mkt Cap.(Rs cr) 139
Buy Price 116.05
Buy Qty 5.00
Sell Price 126.90
Sell Qty 5.00
OPEN 116.00
CLOSE 121.00
VOLUME 42
52-Week high 162.00
52-Week low 60.90
P/E 9.92
Mkt Cap.(Rs cr) 139
Buy Price 116.05
Buy Qty 5.00
Sell Price 126.90
Sell Qty 5.00

Vishnu Chemicals Ltd. (VISHNU) - Director Report


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Company director report

Dear Members

Your Directors are pleased to present the Twenty Sixth Annual Report and the Company'sAudited Financial Statements for the financial year ended 31st March 2019.

1. FINANCIAL RESULTS

Summary of your Company's financial performance both standalone and consolidated forthe financial year ended 31st March 2019 is tabulated below:

(Rs. In Lakhs)
Particulars Consolidated Standalone
2018-19 2017-18 2018-19 2017-18
Revenue from operation 76938.64 65232.72 66752.99 56973.91
Other income 307.80 833.27 432.79 794.46
Total revenue 77246.44 66065.99 67185.78 57768.37
Profit before depreciation finance cost and taxes (PBDIT) 10224.40 8685.09 8434.39 7522.85
Profit before exceptional items and tax 3748.77 2209.69 2530.99 1710.07
Exceptional items - - - -
Profit before taxation 3748.77 2209.69 2530.99 1710.07
Taxation:
Current tax 898.09 565.74 898.09 565.74
Deferred 414.24 201.57 414.24 201.57
Profit after taxation 2436.44 1442.37 1218.66 942.76
Other comprehensive income/ (expenses) (net of taxes) (89.79) (3.49) (70.66) (3.23)
Total comprehensive income 2346.65 1438.88 1148.00 939.53
EPS (of Rs.10/- each)
Basic 20.40 12.07 10.20 7.89
Diluted 20.40 12.07 10.20 7.89

Note: Your Company is covered under phase II of the Indian Accounting Standards (IndAS) implementation program notified by Ministry of Corporate Affairs Government of India.Accordingly your Company has prepared financial statements from the FY 2017-18 as per IndAS.

Consolidated Financial Statement

The consolidated financial statement is prepared in terms of provisions of Section 129of the Companies Act 2013 and Regulation 33 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations') and in accordancewith Indian Accounting Standards (Ind AS) notified under the Companies (Indian AccountingStandards) Rules 2015 as amended from time to time the same forms part of this AnnualReport. The consolidated financial statement has been prepared on the basis of auditedfinancial statements of your Company its subsidiaries as approved by the respective Boardof Directors.

2. DIVIDEND

The Board at its meeting held on 6th May 2019 has recommended a Dividend ofRs.1.00 (i.e. 10%) per equity share (last year Rs. 1/- per equity share i.e. 10%)on the equity share of Rs.10/- each for the financial year 2018-19 amounting to Rs.119.46Lakhs (excluding dividend distribution tax). The dividend payout is subject to theapproval of Shareholders at ensuing Annual General Meeting. The dividend will be paid tothe members whose names appear in register of members as on 14th June 2019.

3. TRANSFER TO RESERVES

The Board decided not to transfer any amount out of the profit for the year to thegeneral reserves.

4. THE STATE OF AFFAIRS/ COMPANY'S PERFORMANCE

Buoyed by the positive sentiments in all aspects of the business that the Company isoperating in your Company has improved its performance by attaining considerable growthin turnover and profitability during the year under review (As summarized below).Geography-wise performance:

(Rs.In Lakhs)
Particulars 2018-19 2017-18 % of increase YOY
Domestic 35225.48 53.43% 29955.27 53.24% 17.60%
Overseas 30704.93 46.57% 26305.16 46.76% 16.72%
Total 65930.41 100.00 56260.43 100.00 17.18%

During the year the Company has performed well both in domestic and export segments byachieving turnover growth rate of around 18% and 17% year on year basis respectively withimproved margins. Further the Company is concentrating more on export market in order toutilize its full production capacities and accelerate the margins. Vishnu Barium PrivateLimited the wholly owned subsidiary has achieved total revenue of Rs.10772.52 Lakhs(previous year Rs.9480.16 Lakhs). The profit before tax was Rs.217.34 Lakhs(Rs.706.56 Lakhs) and total comprehensive income was Rs.1198.21 Lakhs (Rs. 706.30 Lakhs).

5. SHARE CAPITAL

During the year under review there were no changes in authorized and paid-up sharecapital of the Company. The authorised share capital of the Company is Rs.950000000/-divided into 15000000 Equity Shares of Rs.10/- each and 80000000 Preference Sharesof Rs.10/- each; and the paid-up share capital of the Company as on financial year ended31st March 2019 is Rs.885835200/- divided into 11946020 Equity Shares ofRs.10/- each and 76637500 7% Cumulative Redeemable Preference Shares of Rs. 10/-each.

The Board at its meeting dated 14th February 2019 considered no-objectionsreceived from preference shareholders and approved variation of terms of the existing76637500 7% Cumulative Redeemable Preference Shares (CRPS) which are unlisted of thecompany with regard to extension of redemption term of CRPS from ten years to fifteenyears and thereby to extend due date for redemption of said shares from 31.03.2028 to31.03.2033 and all other terms and conditions of the said issue of CRPS shall remain thesame. Further the said variation requires the approval of the equity members as persection 48 of the Companies Act 2013 and a resolution is proposed at ensuing 26thAnnual General Meeting.

6. PROMOTERS OF THE COMPANY

The promoters of the company continued to reinforce their confidence in the long termprospects of the Company. The following is the promoter's shareholding as on 31stMarch 2019:

Equity shares Preference Share
S.No. Promoters No. of shares % No. of shares %
1 Ch. Krishna Murthy 6219790 52.07 71121750 92.80
2 Ch. Manjula 1614048 13.51 5271250 6.88
3 Ch. Siddartha 1125668 9.42 244500 0.32
Total 8959506 75.00 76637500 100.00

7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no material subsidiary as defined under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and neither it has any joint ventures/associate companies. The Policy for determining material subsidiaries as approved may beaccessed on the Company's website at the link:http://www.vishnuchemicals.com/downloads/Subsidiaries.pdf. Further during the year underreview the Board approved at its meeting held on May 30 2018 closure of Vishnu Hong KongLtd due to non-operations and accordingly an application for deregistration of Vishnu HongKong Ltd was filed and is pending for receipt of notice of deregistration from theconcerned authorities of Hong Kong and on receipt of the said notice the company will bedissolved on deregistration w.e.f. April 1 2018 or such other date as may be mentioned inthe said notice of deregistration.

During the year the Board of Directors reviewed the affairs of the subsidiaries andaccordingly consolidated financial statement has been prepared in accordance with Section129(3) of the Companies Act 2013 which form part of the Annual Report. Moreover for thepurpose of preparation of consolidated financial statements financials of Vishnu HongKong Ltd was not considered as the same is under deregistration and hence was not requiredto prepare financial statement as per the laws of Hong Kong. Further in accordance withsection 136 of the Companies Act 2013

The Audited Financial Statement including Consolidated Financial Statement and relatedinformation of the Company and audited accounts of the each of its subsidiaries areavailable on our website www.vishnuchemicals.com. These documents are also available forinspection till the date of Annual General Meeting (AGM) during working hours at ourRegistered Office and a copy of separate audited accounts of its Subsidiaries will beprovided to the members at their request. A statement containing salient features of thefinancial statements of subsidiaries are disclosed in Form-AOC 1 as 'Annexure A' tothe Board's Report.

8. PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 during the year and as such no amount of principle or interest wasoutstanding as on Balance Sheet date.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees security and investments covered under section 186 ofthe Companies Act 2013 forms part of the notes to the financial statements (pls referNote No. 2 3 & 10).

10. DIRECTORS AND KMPs

During the year under review there were no changes in composition of Board ofDirectors of the Company.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mrs. Ch. Manjula Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment for the consideration of the Members of theCompany at the forthcoming Annual General Meeting. Based on recommendations of theNomination and Remuneration Committee and performance evaluation report the Board at itsmeeting held on 6th May 2019 considered reappointment of Mr. Pradip Saha asan Independent Director of the company for a second term period of 2 years i.e. w.e.f. 10thNovember 2019 till 9th November 2021 and recommends for member's approval asrequired under section 149(10) of the Companies Act 2013 at forthcoming Annual GeneralMeeting. A proposed resolution included in AGM Notice.

Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mr. Santanu Mukherjee as an Additional Director (For Non-Executive& Independent Category) of the Company with effect from May 6 2019. In terms ofSection 161 of the Act Mr. Santanu Mukherjee holds office up to the date of ensuingAnnual General Meeting. The Company has received requisite notice in writing from a memberproposing Mr. Santanu Mukherjee's name for the office of Director. Accordingly the Boardrecommends the resolution in relation to appointment of Mr. Santanu Mukherjee as aIndependent Director for the approval by the members of the Company. Further Mr. U.Dileep Kumar will complete his term as Independent Director on the board of the Company atthe conclusion of the 26th AGM. The Board places on record its deep appreciation for theservices rendered by Mr. U. Dileep Kumar during his tenure as an Independent Director andMember of various committees of the Board of Directors of the Company.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Secretarial Standard 2 on General Meetingsissued by ICSI brief particulars of the directors proposed to be appointed/ re-appointedare provided as an annexure to the notice convening the AGM. All the Independent Directorsof the Company have given declarations that they meet the criteria of independence as laiddown under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.In the opinion of the Board the Independent Directors fulfil the conditions ofindependence specified in Section 149(6) of the Act and Regulation 16(1) (b) of theListing Regulations. The Independent Directors have also confirmed that they have compliedwith the Company's Code of Business Conduct & Ethics.

Number of Board Meetings

During the year under review four Board Meetings were convened and held. For furtherdetails please refer Report on Corporate Governance which is enclosed as Annexure to thisreport.

Committees of the Board
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Management Committee of Directors
5. Corporate Social Responsibility Committee.
6. Risk Management Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

Key Managerial Personnel

During the year Mr. P. Anjaneyulu Vice-President (Finance & Accounts) wasappointed as Chief Financial Officer of the Company w.e.f. 30th May 2018 interms of provisions of section 203 of the Companies Act 2013 in place of Mr. V.Lakshmi Narayana who resigned on 1st May 2018. The following are the KeyManagerial Personnel of the Company as on March 31 2019:

1. Mr. Ch. Krishna Murthy Managing Director
2. Mr. Ch. Siddartha Joint Managing Director
3. Mr. P. Anjaneyulu Chief Financial Officer
4. Mr. Kishore Kathri Company Secretary
Directors' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is responsible to set the skills/ expertise/competencies of the Board Members based on the industry and strategy of the Company and toformulate the criteria for determining qualifications positive attributes andindependence of Directors in terms of provisions of Section 178 (3) of the Act and theListing Regulations. The Board has on the recommendations of the Nomination &Remuneration Committee framed a policy for Remuneration of the Directors and KeyManagerial Personnel.

A copy of the Nomination & Remuneration Policy is available on the website of thecompany http://www.vishnuchemicals. com/downloads/Nomination_Remuneration.pdf Theobjective of the Company's remuneration policy is to attract motivate and retainqualified and expert individuals that the Company needs in order to achieve its strategicand operational objectives whilst acknowledging the societal context around remunerationand recognizing the interests of Company's stakeholders. The Non-Executive Directors (NED)are remunerated by way of sitting fee for each meeting attended and are also reimbursedout of pocket expenses incurred by them in connection with the attendance of the Company'sMeetings.

Familiarization Programme for Independent Directors

The Independent Directors are familiarized through various programmes on a continuingbasis including the following:

(a) nature of the industry in which Company operates;

(b) business model of the Company;

(c) roles rights responsibilities of Independent Directors etc. The familiarizationprogramme along with terms and conditions of appointment of Independent Directors isdisclosed on the Company's website www.vishnuchemicals. com.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company without the attendance ofNon-Independent Directors and members of management was held on 14th February2019 as required under Schedule IV to the Companies Act 2013 (Code for IndependentDirectors) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

At the Meeting the Independent Directors:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Director and Non-Executive Directors; and

- Assessed the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The Independent Directors had reviewed the overall performance of the Non-executiveDirectors including the Chairman and the Managing Directors. They also concluded that theBoard as a collective body is performing satisfactorily. The Independent Directors alsoconcluded that the flow of information between the Company's Management and the Board interms of quality quantity and timeliness is satisfactory and suggested for furtherimprovement in terms of increase in regulatory monitoring. The Independent Directorscommended the depth and quality of discussions at the Board and the Committee Meetings.

Except Mr. T.S. Appa Rao all other Independent Directors attended/participated in theMeeting of Independent Directors and Mr. U. Dileep Kumar was the Lead Independent Directorof that Meeting.

Board & Director's Evaluation

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria and framework adopted by the Board. Inaddition the performance of Board as a whole and committees were evaluated by the Boardafter seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of Board as a whole and performance of the Chairman was evaluatedtaking into account the views of the Executive Directors and Non-executive Directors.Further based on the performance evaluation report Mr. Pradip Saha'sre-appointment is proposed for second term period of 2 years i.e. w.e.f. 10thNovember 2019 till 9th November 2021. Accordingly a special resolutionis proposed for member's approval at ensuing Annual General Meeting.

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas 'Annexure B'.

11. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as ‘AnnexureC'.

12. INFORMATION ON STOCK EXCHANGES

The equity shares of the Company are listed on BSE Limited and the National StockExchange of India Limited and the listing fees have been paid to them up-to-date.

13. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 of the Companies Act 2013:

(a) that in the preparation of the annual accounts/financial statements for thefinancial year ended 31st March 2019 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures if any;

(b) that the accounting policies as mentioned in the financial statements were selectedand applied consistently and reasonable and prudent judgments and estimates were made soas to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(c) that proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the annual accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

14. AUDITORS

Statutory/Financial Audit

M/s. Jampani & Associates Chartered Accountants Hyderabad (RegistrationNo.016581S) were appointed as Auditors of the Company to hold office from the conclusionof the 23rd Annual General Meeting of the Company until the conclusionof the 28th Annual General Meeting held in year 2021 at such remuneration asmay be agreed upon between the Auditors and the Board of Directors in addition to actualout-of-pocket expenses incurred by them for the purpose of audit and the applicable taxes.

The Company received a certificate from the auditors confirming that they have notattracted any disqualifications as prescribed under the Companies Act 2013 and theChartered Accountant Act 1949 read with rules made thereunder. The requirement to placethe matter relating to appointment of Auditors for ratification by members at every AnnualGeneral Meeting is done away with vide notification dated May 7 2018 issued by theMinistry of Corporate Affairs Govt' of India Accordingly no resolution isproposed for ratification of appointment of Auditors who were appointed at the 23rdAnnual General Meeting held on September 28 2016 and are eligible to hold their officeuntil conclusion of 28th Annual General Meeting to be held in 2021.

Auditor's Observations:

The Statutory Auditors have mentioned in their report as point No. iii of Annexure– 'B' to the Independent Auditors Report regarding interest free unsecured loans ofRs.989 Lakhs (with a value at amortised cost of Rs.722.22 lakhs) to its wholly-ownedsubsidiary i.e. Vishnu Barium Pvt Ltd. Similarly they have also mentioned in their reportat point no. (a) & (b) of VII of Annexure – 'B' that the company has generallybeen irregular in depositing undisputed statutory dues and Rs.1279.19 Lakhs is yet to bepaid towards Income Tax and Interest thereon under Income Tax Act 1961 for the periods AY2014-15 to AY 2018-19. Management Replies: While sanctioning the term loan and workingcapital facilities the bank has insisted to deposit unsecured loan by Holding Company toSubsidiary. Accordingly the Board took a decision to infuse the funds as per requirementsof the business and for ultimate benefit of the Holding Company. Delay in StatutoryPayments and Income Tax is due to funds crunch and the same will be paid at the earliest.

Cost Audit

The Ministry of Corporate Affairs had vide its Order dated 31st December2014 directed audit of cost records of the companies covered under the Companies (CostRecords & Audit) Amendment Rules 2014 as amended from time to time. The said order isapplicable to the Company being manufacturer of Chemicals etc. cost records under thesaid order are maintained. The Board has appointed Mr. K.V.S. Kapardhi Cost AccountantHyderabad (Firm Reg. No. 100231) as Cost Auditors of the Company for the financial year2019-20 and approval of members is being sought at ensuing Annual General Meeting forratification of remuneration to be paid to them for the FY 2019-20.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. L.D.Reddy & Co. Company Secretaries Hyderabad to undertake theSecretarial Audit of the Company for the financial year 2018-19. The SecretarialAudit Report of FY 2018-19 is annexed herewith as ‘Annexure D'.

Auditor's Observations:

Secretarial Auditors mentioned at point no. six of their report that wages andstatutory payments are delayed.

Management Replies:

The Company is taking all possible steps to pay wages within time and deposit allstatutory dues within due date.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In compliance with Section 135 of the Companies Act 2013 and other applicableprovisions the Company has constituted Corporate Social Responsibility Committeeconsisting of Mr. U. Dileep Kumar Chairman of the Committee (Independent Director) Mr.Ch. Krishna Murthy (Chairman & Managing Director of the Company) and Mrs. Ch. Manjula(Non-executive Director) as the other Members of the Committee. The Committee met oncei.e. 14th August 2018 during the year and reviewed the policy on CorporateSocial Responsibility stating therein the objectives implementation and other issuespertaining to the achievement of the CSR objectives of the Company.

Further to emphasise on the idea of service to the society at large during the yearthe company along with its WOS Company i.e. Vishnu Barium Private Ltd formed a Trustcalled "Krishna Foundation" with an objective of charitable purpose and as partof its object during the year the trust initiated construction of old-age home to providehousing facility to elderly aged group.

During the financial year the Company spent Rs.41.33 Lakhs out of which Rs.10.83 Lakhspent directly and Rs.30.50 Lakh spent through Krishna Foundation Public Charitable Trustof the company registered under Indian Trust Act 1882 and the Board recommended carryingforward the unspent amount of Rs.5.13 Lakhs relating to financial year 2018-19 along withaccumulated unspent amount of Rs.87.34 Lakhs pertaining to previous financial years tonext financial year in view of the reason that it is proposed to spend the unspent CSRamount through its trust for construction and maintenance of old-age home to providehousing facility to elderly aged group which includes facilities for meals gatheringsrecreation activities and some form of health or hospice care etc. in FY 2019-20. TheCSR Policy of the Company is displayed on the website of the Company. The Annual Report onCSR activities is annexed herewith as ‘Annexure E'.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act 2013 and Regulation 22 of ListingRegulations the Company has a vigil mechanism to deal with instance of fraud andmismanagement if any. The details of the vigil mechanism are displayed on the website ofthe Company http://www. vishnuchemicals.com/downloads/whistle_blower_policy. pdf. Duringthe year the policy has been amended in view of the changes in listing regulations tocover instances relating to insider trading i.e. reporting instances of leak of UPSI orsuspected leak of UPSI by employees and taking appropriate actions on such reporting. TheAudit Committee reviews the functioning of the vigil/whistle blower mechanism from time totime. There were no allegations/disclosures/concerns received during the year under reviewin terms of the vigil mechanism established by the Company.

17. RELATED PARTY TRANSACTIONS

All related party transactions/arrangements that were entered into during the financialyear were at an arm's length basis and in ordinary course of business. During the yearunder review there were no materially significant related party transactions entered bythe Company with Promoters Directors Key Managerial Personnel which may have a potentialconflict with the interest of the Company at large and thus a disclosure in Form AOC-2 interms of section 134 of the Act is NIL and the same is annexed as 'Annexure F'.

All related party transactions/arrangements are placed before the Audit Committee forapproval supported by a statement/ declaration from the management as to the adherence ofarm's length basis and being in the ordinary course of business. The policy on RelatedParty Transactions as approved by the Board is displayed on the Company's websitehttp://www.vishnuchemicals.com/downloads/Policy_on_ Materiality_of_RPT.pdf.

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.

18. ENVIRONMENT HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

Safety awareness has been enhanced by way of training on hazard identification riskassessment and continuous training to the newly inducted employees and regular training tothe employees on SOPs mock drills on emergency preparedness and mitigation exercises; Inorder to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeeseither permanent temporary or contractual are covered under the above policy. The saidpolicy has been circulated to all employees by hosting on notice board and a copy of thesame has been uploaded on the website of the Company. An Internal Complaint Committee(ICC) has been set up in compliance with the said Act. During the year under review nocomplaints pertaining to sexual harassment of women employees were reported.

19. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 the extract of theAnnual Return in Form No. MGT – 9 is enclosed as ‘Annexure G' to thisReport.

20. CORPORATE GOVERNANCE

A detailed report on the subject forms part of this Report as 'Annexure H'. TheSecretarial Auditors of the Company have examined the Company's compliance and havecertified the same as required under the SEBI Guidelines/ Regulations. Such a certificateon corporate governance is reproduced in this Annual Report.

21. MANAGEMENT DISCUSSION & ANALAYSIS

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2)(e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section as 'Annexure I' forming partof the Annual Report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there were no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.

23. CAUTIONARY STATEMENT

Statements in this Board's Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make difference to the Company's operations includeraw material availability and its prices cyclical demand and pricing in the Company'sprincipal markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactor.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

For and on behalf of the Board of Directors
Sd/- Sd/-
Ch. Siddartha Ch. Manjula
Place: Hyderabad Joint Managing Director Director
Date: 06 May 2019 DIN: 01250728 DIN: 01546339


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