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WPIL Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3543.30 Cr. P/BV 4.38 Book Value (Rs.) 829.14
52 Week High/Low (Rs.) 4625/2436 FV/ML 10/1 P/E(X) 18.73
Bookclosure 13/11/2023 EPS (Rs.) 193.68 Div Yield (%) 0.55
Year End :2018-03 

The Directors of the Company have the pleasure in presenting their 64th Annual Report on the business and operations of the Company for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS (STANDALONE)

2017-18

2016-17

(Rs. in Lacs)

(Rs. in Lacs)

Total Income

44367.79

29615.91

Profit before interest, Depreciation and Taxation

8115.13

4318.44

Interest

724.01

1118.04

Depreciation

275.00

305.94

Profit before Taxation

7116.12

2894.46

Provision for Taxation

2360.47

866.57

Profit for the year

4755.65

2027.89

Other Comprehensive Income (Net)

(23.96)

(0.07)

Total Comprehensive Income for the year

4731.69

2027.82

Balance brought from previous year

3321.44

3028.73

Profit available for appropriation

8053.13

5056.55

Transfer to General Reserve

3000.00

1500.00

Final Dividend with Tax on Dividend

235.11

235.11

Balance available in surplus account in Balance sheet

4818.02

3321.44

Your Company has adopted Indian Accounting Standard (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2016. Accordingly, these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

The detailed information in this regard is furnished in Note 2 to the financial statements for the year ended 31st March, 2018.

OPERATIONS

Your Company returned to the growth path in 2017-18 with standalone revenues increasing to 443.68 crores against 296.16 crores in 2016-17 and higher profitability amidst slow economic activities partially due to GST roll out from second quarter of the year and slowing private investments. Similarly, standalone profit after tax was 47.56 crores against 20.28 crores in 2016-17. The Company has achieved major landmarks in designing and supplying large critical pumps using improved technologies. Your company remains committed to focus on growth strategies and organizational architectures to aggressively drive growth and increase profitability across all its business verticals. The Annual results for the financial year 2017-18 demonstrates your Company’s ability to identify, nurture and accelerate growth opportunities. With the strong order book, increased availability of infrastructural resources and access to global markets, the Company stands committed to strengthen its position in the market by providing greater value for its Customers and other stakeholders.

The consolidated revenues of the Company also registered growth at Rs. 869.33 Crores for the year ended 31st March, 2018 as against Rs.723.06 crores in the previous year. This is commendable despite the closure of the UK operations. This was largely supported by good performance at Gruppo Aturia and inline performance at WPIL South Africa and Sterling Australia.

Series of measures initiated during the year comprising productivity improvement, aggressive market share acquisition and expansion of products range within existing business is expected to lead to further growth in the market share, performance and profitability of your Company. This is supported by a strong order book.

DIVIDEND

After considering the performance of the year, cash flow, increased share capital and necessity to augment its working capital to sustain the growth of activities in the coming year, the Directors of the Company are pleased to recommend dividend of Four rupees per share for the year ended 31st March, 2018.

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on 7th August, 2018 or to their mandates subject however, to the provisions of Section 126 of the Companies Act, 2013.

TRANSFER TO RESERVE

The Board of Directors proposes to transfer Rs. 30.00 Crores to the General Reserve. An amount of Rs. 141.55 crores is proposed to be retained in the General Reserve Account.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to “Investor Education and Protection Fund” (IEPF) established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, dividend remaining unpaid/ unclaimed relating to financial year 2009-10 of Rs. 1,99,702/- had been transferred to IEPF. Further in compliance to provisions of Section 124(6) of the Companies Act, 2013, read with Rule, 6 of the “Investor Education and Protection Fund Authority” (Accounting, Audit, Transfer and Refund) Rules, 2016 and Amendment Rules, 2017, 55,393 Ordinary Shares in respect of which dividend remained unpaid/unclaimed for seven consecutive years or more had been transferred by the Company to the Demat Account of IEPF Authority through Depositories by following the procedures prescribed by Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Governance through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.

Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchanges wherein the Company’s shares are listed and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms a part of this report.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134 (5) of the Companies Act, 2013, the Directors confirm that;

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts on going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Both, the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under Part B of Schedule II under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr.V.N.Agarwal and Mrs Ritu Agarwal retire by rotation and being eligible, offer themselves for re-appointment. Pursuant to the provisions of section 161 of the Companies Act, 2013, read with the provisions of Article 123 of the Articles of the Company and provisions of section 149 of the Companies Act, 2013, and also in terms of the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 3rd February, 2018, appointed Mr. Anjan Dasgupta as Additional Director of the Company to hold office up to the date of next Annual General Meeting of the Company or last date on which the Annual General Meeting should have held whichever is earlier. A notice in writing, under Section 160 of the Companies Act, 2013 has been received from a member of the Company signifying his intention to propose Mr. Anjan Das Gupta as a candidate for the office of the Independent Director. The Brief resume of the Directors seeking appointment/re-appointments in the forthcoming Annual General Meeting in pursuance of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is annexed to the Notice convening Sixty Fourth Annual General Meeting.

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed in subsection (6) of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018 and the 16(1) (b) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

POLICY FOR DIRECTORS’ APPOINTMENT

The Company recognizes that an enlightened Board could effectively create a culture of leadership to provide long term vision, improve the quality of governance and invite the confidence of stakeholders. In order to ensure that Board Directors can discharge their duties and responsibilities effectively, the Company aims to have a Board with optimum combination of experience and commitment. The Company also believes the importance of Independent Directors in achieving the effectiveness of the Board. A diverge Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought process at the back of varied industrial and management expertise, gender, knowledge and geographical background. The policy of the Company for appointment of Directors and criteria for determining the qualifications, positive attitude and independence of a Director can be accessed to its website at www.wpil.co.in

POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES’

The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view of the following objectives.

1) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3) Remuneration to Directors, Key Managerial Personnel and Senior Management involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The remuneration policy of the Company for its Directors, Key Managerial Personnel and other employees can be accessed to its website at www.wpil.co.in

AUDITORS

Pursuant to the requirements of Section 139 of the Companies Act, 2013 and pursuant to the approval of Members at the Sixty Third Annual General Meeting, relating to appointment of Messers. S.R.Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E7E300005) as Statutory Auditors, of Company to hold the office from the conclusion of 63rd Annual General Meeting till the conclusion of 68th Annual General Meeting, it was necessary for the members to ratify such appointment at each intervening Annual General Meeting till the conclusion of 68th Annual General Meeting. The above requirement to ratify the appointment of Statutory Auditor at each intervening Annual General Meeting as dealt with in proviso to sub rule 7 of the Companies (Audit and Auditors) Rules,2014, has been done away with by Companies Act, (Amendment) 2017 read with Companies (Audit and Auditors) Amendment Rules,2018 which came into force with effect from 7th May, 2018. However, a resolution to this effect has been proposed in the notice convening 64th Annual General Meeting to confirm the appointment of Messers. S.R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/E300005) as Statutory Auditors, of the Company for the rest of their tenure without any ratification in the Annual General Meeting.

COMPANIIES (ACCOUNTS) RULES, 2014

Information under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the Company are furnished in Annexure-A which forms a part of this report.

CODE OF CONDUCT

The Company has formulated Code of Conduct in compliance to the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. This code of conduct applies to Board Members and Senior Management Personnel of your Company. Confirmations towards adherence to the code during the financial year 2017-18 have been obtained from all Board Members and Senior Management Personnel in terms of the requirements of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and a declaration relating to compliance to this code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company in terms of Schedule V(D) under Regulation 34(3) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 which accompanies this report.

DEMATERIALIZATION OF SHARES

The Company’s shares are under transfer-cum-demat option. Shares of the Company can only be traded in dematerialized form. You have the option to hold the Company’s shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 98.24% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2018.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and Companies Act, 2013, the Consolidated Financial Statement of the Company and its group of entities are provided in this Annual Report. The Consolidated Financial Statements of the Company along with those of its Subsidiaries and Joint Venture Companies have been prepared as per Indian Accounting Standards (IND-AS) 27 issued by the Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities, income, profits and other details of the Company and its group of entities as a single entity.

The performance and financial position those of its Subsidiaries and Joint Venture Companies included in the Consolidated Financial Statements are provided in accordance with the provisions of Section129 of Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the note on Accounts containing salient features of the financial statements of the Company’s subsidiaries/ joint ventures in form AOC-1 The Company publishes the Audited Consolidated Financial Statements in the Annual Report. As such, Annual Report 2017-2018 does not contain financial statements of the subsidiaries in terms of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs.

COST AUDIT

The Company had appointed M/s. D.Radhakrishnan & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18 under Section 148 of the Companies Act, 2013 to conduct Cost Audit relating Cost Records maintained by the Company in respect of other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules , 2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors for the year under review as recommended by Audit Committee and considered and approved by Board will be placed before the Members for ratification at the ensuing Annual General Meeting.

EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013, extract of the Annual Return prepared in form MGT-9 pursuant to Rule, 12 of the Companies (Management and Administration Rules), 2014 as amended from time to time are furnished in Annexure-D which forms a part of this report.

NUMBER OF BOARD MEETINGS HELD :

The Board of Directors duly met five times during the Financial Year from 1st April, 2017 to 31st March, 2018. The dates on which the Meetings were held are 30th May, 2017, 14th July,2017, 13th September, 2017, 12th December,2017 and 3rd February, 2018.

SECRETARIAL AUDIT

According to the provisions of Section 204 of the Companies Act, 2013, read with Rule, 9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, every listed Company to annex with its Board report, a Secretarial Audit Report given by Company Secretary in practice in the form MR-3.

The Board of Directors appointed M/s. Rinku Gupta & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2017-18. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report as submitted to the Company is enclosed in Annexure- C which forms a part of this report.

PARTICULARS OF LOAN,GUARANTEE OR INVESTMENTS

Details of Loan, Guarantee or Investments covered under the provisions of Section 186 of the Companies Act, 2013 as on 31st March, 2018 are attached in Annexure- E which forms a part of this report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were on arm’s length basis and in the ordinary course of business. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015as amended from time to time, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meeting.

There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial personnel or other designated persons which could conflict with the interest of the Company as a whole and as such, disclosure in form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

The Board of Directors of the Company has, on the recommendation of Audit Committee, adopted a policy to regulate transactions between Company and related parties, in compliance of applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed to Company’s website www.wpil.co.in

The transactions entered by the Company during the financial year with Related Parties have been disclosed in line with the requirements of IND-AS 24 in Note 41 to the financial Statements

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been a socially responsible corporate and its core value defines the way it operates and create value with the larger society. The company’s four basic principle comprising safety, integrity, sustainability and respect form the basis of its CSR policy. The Company is therefore committed to behave responsibly towards people and society at large where it operates to develop social welfare. In line with its CSR Policy, the Company, CSR commitment centers around four thematic areas- Education, Health & Hygiene, Safe Drinking water and Woman Empowerment. In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company had constituted a CSR Committee comprising of Five Directors, two of whom are Independent. CSR Committee of the Board has formulated a CSR policy of the Company and recommended same to the Board. The Board had approved the CSR activities undertaken by the Company as recommended by the CSR Committee which are enclosed in Annexure-F and form a part of this report. Some of the CSR projects/initiative took up/sustained during the year include providing medical services through organizing medical camps, distribution of spectacles, arrangement of Cataract surgery through renowned organization, setting up of free medical clinic including supply of medicines at free of cost over the year, distribution of books, re-imbursement of honorarium paid to teachers engaged in school run by NGO at Kolkata, Purulia and Uttar Kashi, Setting up water vending machines to provide supply of safe drinking water, arrangement of conference held for Woman empowerment though NGO. Some CSR initiatives and projects planned during the year could not be taken up for several reasons. The CSR Policy as approved by the Board may be accessed to Company’s website at www.wpil.co.in

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism of Directors and Employees to report genuine concerns has been established. The Whistle Blower Policy (vigil Mechanism) may be accessed to Company’s website at www.wpil.co.in . During the year under review, no protected disclosure from any whistle blower was received by the designated officer under the Vigil Mechanism.

RISK MANAGEMENT

The Risk Management Committee consists of Mr. P. Agarwal (Chairman), Mr. S.N. Roy and Mr. K . K. Ganeriwala. The Committee has been entrusted with the task for rendering assistance to the Board in (a) assessing and approving the Company’s wide risk management framework; (b) Overseeing that all risks that the organization faces comprising Strategic, Financial, Credit, Market, Liquidity, Investment, Property, Legal, Regulatory Reputational and other risks of the Company have been identified and assessed and there is adequate Risk Management Infrastructure in place capable of addressing those risks in time and effectively. The holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving stated objectives.

The Company manages monitors and reports on principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Organizational structures, processes, standards, code of conduct and behaviors all taken together constitute the management system of the Company that governs as to how Company conducts its business and manages risks associated with it.

The Company has introduced several improvements to Integrated Enterprises Risk Management, internal control management and assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control supplemented by Internal Audit and assurance activities. The integration is enabled by all three being fully aligned across group wide Risk Management, Internal Control and Internal Audit methodologies and processes. Going forward, the criticality of Risk Management an organization faces, the Company is constantly striving for developing a strong culture for Risk Management and awareness within the organization across all verticals.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls with reference to financial statement. During the year such controls were tested and no reportable material weakness in the design and operation has been noticed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, as amended are provided in Annexure - G which form a part of this report. Pursuant to provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5 (2) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn is annexed to and forms part of this report. However, having regards to the provisions of first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the company excluding this information. The aforesaid statement is available for inspection by the Shareholders at the registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the registered office of the Company and same will be furnished on request and said information may be accessed at the website of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) (i), (ii) & (iii) & 5(3) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended are not furnished since there was no employee during the year who was in receipt of remuneration set out in the said Rules.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Directors of the Company.

The Board evaluated its performance after considering the inputs received from all Directors based on the Criteria comprising composition and structure of the Board with diverse background and experience, flexible and effective board procedures, inflow of the right amount and quality of timely information and functioning etc.

The Board evaluated performance of its Committee after considering the inputs received from all Committee Members based on the Criteria involving composition of the Committee with diverse experience, skill and effectiveness of the Committee etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as, contribution of the Individual Directors to the Board and Committee Meetings like preparedness on the issue to be discussed, meaningful and constructive contribution, inputs in meetings, updated on skill, knowledge, familiarity with Company and its business etc. Similarly, Board evaluated the performance on the Chairman based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing of the issue and concerns raised by the Members of the Board etc.

The Independent Directors at their separate meeting evaluated the performance of Board as a whole, performance of the Chairman and performance of Non-Independent Directors after taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting held following the Meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.

INVESTOR SERVICES

In compliance to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company has dedicated a separate page for Investors Services in its website at www.wpil.co.in . This page contains particulars for the information of Investors as prescribed under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company keeps on updating these particulars as and when necessary.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company has made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 as amended from time to time. Further the company has complied with all applicable Secretarial Standards during the year as prescribed by The Institute of Company Secretaries of India and this disclosure is made in conformity with the requirements of Revised version of Secretarial Standards SS-1 effective from 1st October, 2017 issued by The Institute of Company Secretaries of India.

PUBLIC DEPOSITS

The company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no public deposits were outstanding or remained unclaimed as on 31st March, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunal that would impact the going Concern status of the Company and its future operations.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, cast, creed or social class of the employees. The Company has in place the requisites Internal Committee as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints, if any, received regarding sexual harassment. No complaints on the issues covered by the said act were reported to the Internal Committee / Board during the year.

MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments affecting the financial position of the Company, which has occurred between the financial year to which these financial statements relate and date of this report.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of any fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

GREEN INITIATIVE

The Company has taken initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report and disseminating other information in electronic format to all those Members whose email address are available with the Company. Your Company would encourage other Members also to register themselves for receiving Annual Report and other communications in electronic form. Further of late SEBI vide its circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018 directed all Companies to make payment of dividend to the shareholders through approved electronic modes and also directed that updated bank details of the shareholders must be maintained by the Companies and if not available, the same must be obtained from the concerned shareholders. The Ministry of Corporate Affair through its various circulars issued from time to time directed the Company to obtain information from shareholders as to Email Id, PAN and phone No. A separate communication to these effects will be sent to the shareholders shortly.

DISCLAIMER

Statements in the management discussion and analysis and Directors’ Report describing the Company’s strength, projections and estimates are forward-looking statements and progressive within the meaning of applicable laws and regulations though Company believes expectations reflected in such forward looking statements are reasonable. However, no assurance can be given that such expectations will prove to have been correct. Actual results may vary from those expressed and implied, depending upon the economic conditions, Government Policies and other incidental factors. Readers are cautioned to repose undue reliance on the forward looking statements.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and cooperation received from the Central Government, various State Governments and Government undertakings, Banks, Financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.

For and on behalf of Board of Directors

P. AGARWAL Managing Director

DIN 00249468

Place : Kolkata K. K. GANERIWALA Executive Director

Date : 30th May, 2018 DIN 00408722


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