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Updated:19 Aug, 2019, 15:48 PM IST

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Updated:19 Aug, 2019, 16:01 PM IST

DIRECTORS' REPORT

TO

THE SHAREHOLDERS

Your Directors have the pleasure of presenting their Seventy–first Annual Report, together with the Audited Financial Statements of your Company for the year ended 31st March, 2016.

GENERAL & CORPORATE MATTERS

Your Company has achieved the gross revenue of Rs. 841.06 Crores in the current fiscal as compared to Rs. 764.91 Crores for the previous fiscal. Your Company has made a substantial swing in its overall financial performance from its previous year's loss of Rs. 34.71 Crores to a profit of Rs. 19.55 Crores. Detailed operational working of your Company is provided in the Management Discussion and Analysis forming part of the Annual Report.

The change of fortune in your Company has been primarily due to the strategic positioning of your Company in the high–end market segment. Envisioning the imminent change in the market structure where higher voltage cable demand would grow at a significant pace, your Company had upgraded the manufacturing infrastructure to take advantage of this opportune moment and is optimistic to continue its growth in a sustainable and profitable manner.

Your Company had made heavy investments in the past for up–grading and modernizing its technology and plant & machinery. As the market had continued to remain depressed, your Company fell under financial duress leading to heavy interest burden which eroded its profitability and created a constraint on its working capital. As a measure of improving liquidity and reduce finance costs, your Company raised funds through Rights Issue by offering 1,15,65,127 equity shares of face value of Rs. 10/– each for cash at a price of Rs. 51/– per equity share aggregating Rs. 5,898.21 lacs and re–paid/prepaid in part certain unsecured inter–corporate loans and utilised the remaining proceeds for general corporate purposes as specified in the Letter of Offer. Your Company had received full subscription and the issue was closed on 14th October, 2015. Your Company has chalked–out a road–map on its strategic business plan considering the achievable goals rather than the aspirational ones. The strategic fundamentals have been on expanding the business in the extra–high–voltage underground power transmission cables. Presently, the market growth has been robust in this segment and your Company has been able to take good mileage out of this opportunity. Your Company foresees a sustainable growth in this segment. Your Company is largely dependent on the demand from the power & infrastructural sectors. The power sector is heavily reliant on the conventional energy which contributes 72% of the power generation. As a consequence, the constraints on fuel linkages has undermined the power sector. With the coal production improving significantly, the industry can expect better response in terms of larger demand from the power generation sector. The balance 28% of the power generation is through renewable sources. The Government has given immense thrust on solar and wind energy where the resources are in abundance in the country. Your Company plays a dominant role in the wind energy sector. It is reported that the power generation capacity has to multiply five times by 2032 to maintain a GDP growth rate of 8–9%. From this, it is evident that there has to be a consistent year–on–year growth with a capacity addition of 20 GW to meet this target. Your Company keeps a track on the gradual changes in the energy–mix of the power sector where the renewable energy is gaining prominence, thus influencing the demand and product–mix for power cables. This could entail a change in the business strategy. The power transmission sector poses a colossal challenge as it is reported that projects worth Rs. 33,900 Crores planned for implementation are in a static mode, thereby creating bulk power evacuation a serious concern. To resolve this issue, huge investments are imperative for constructing multiple power corridors. Your Company is already experiencing the growth wave from the sub–transmission sector. Your Company is the forefront player in the EHV cable market, hence with its strong manufacturing infrastructure, it is geared to reap the harvest from this market potential.

The power distribution companies (Discoms), the last mile of the power chain are in financial duress. Overcoming the financial woes of Discoms is critical for the Government to achieve its target of 100% village electrification, 24x7 power supply and renewable energy capacity addition, as well as for implementing the smart cities and national flagship initiatives e.g., "Make in India" and "Digital India". As the Government is taking serious revival strategy, this segment would give a boost to the demand of cables which is a major component of the power distribution system.

The infrastructural sector is undergoing encouraging changes with the national policy for development & modernization. The capital outlay for the infrastructural sector consisting of metro railways, roads, ports, airports, etc., as announced in the Union Budget would be around Rs. 2,20,000 Crores. This investment would induce growth in demand for the overall engineering sector where power cable is no exception.

Presently, the Indian Electrical Equipment manufacturers have less than 1% share in the global market, hence, a significant export growth potential for the industry is imminent. Your Company is steadily increasing its overseas customer base. Considering, the growing business potential around the Indian Ocean rim, your Company has embarked on a strategic mission to expand its overseas business in a sustainable manner.

In general, the OEM industries e.g., heavy engineering equipment manufacturers are not in a vibrant state due to lack of funds resulting to deferment of various projects. Your Company feels that this is a temporary status and expects revival of such OEMs in the forthcoming years with the proposed investments.

The statistical report on the loss of market share suffered by the Indian Electrical Industry as a consequence of imports has been 43%. Nevertheless, the cable industry in particular has not conceded its share to the overseas players to this extent. Your Company expects to maintain its growth of business in the overseas market.

The brand of your Company maintains its pre–eminent position as the most trusted name in the market. In order to retain its brand image and market position, your Company is enhancing the manufacturing capacity of various production lines by implementing CAPEX plan in a phase wise manner.

Your Company has always maintained its policy to retain talent and also to hone the skills of its employees for deliverance of their capabilities and creativity to contribute to their work place and your Company at large.

DIVIDEND

Though the Company turned profitable, there is still a net deficit in the Statement of Profit & Loss after adjusting profit of the year. Therefore, your Directors decided not to propose dividend on equity shares for the financial year ended 31st March, 2016.

SHARE CAPITAL

During the year under review, the Issued, Subscribed and Fully paid–up equity share capital of your Company have been increased from Rs. 2313.61 lacs to Rs. 3470.12 lacs and from Rs. 2313.03 lacs to Rs. 3469.54 lacs respectively, due to Rights Issue of the equity shares. Your Company has issued and allotted 1,15,65,127 equity shares of face value of Rs. 10/– each for cash at a price of Rs. 51/– per equity share (including a premium of Rs.41/– per equity share) aggregating to Rs. 5898.21 lacs, pursuant to Letter of Offer dated 14th September, 2015. However, dispatch of share certificate(s) in physical form and credit in the respective demat account(s) in respect of 27,05,553 additional equity shares, in aggregate, allotted to certain allotters under category "C" of the basis of allotment as per Letter of Offer have not yet been completed in view of the status–quo order passed by the Hon'ble High Court of Delhi on 18th November, 2015. Accordingly, out of total equity shares issued and allotted 88,59,574 equity shares have been admitted for trading on BSE Limited and the National Stock Exchange of India Limited with effect from 2nd December, 2015.

DEPOSITS/FINANCE

Your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. As such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Your Company continued to optimise bank borrowings during the year by focusing on cash flows and working capital management in order to ensure efficiency in its borrowing costs.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Manager & Chief Executive Officer (CEO) confirming compliance by all the Board Members and Senior Management Personnel with Company's Code of Conduct and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 :

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and the profit of the Company for the year ended on that date;

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

(d) that the annual financial statements have been prepared on a going concern basis;

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

(f) that system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which your Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors assess the implementation of risk management and risk mitigation measures through their review of potential risks which could negatively impact the operations including additional oversight in the area of financial risks and controls, the proposed budget and plan, your Company's strategic framework. Major risks identified by the Company's business and functions are systematically addressed through mitigating actions on a continuing basis. In the view of the Board of Directors, there are no material risks, which may threaten the existence of your Company.

The Board of Directors of your Company has laid down the policies and procedures for internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, in order to achieve the strategic, operational and other objectives over a long period and that its exposure to risks are within the acceptable limits decided by the Board. In addition, the policies and procedures have been designed with an intent to ensure safeguarding of Company's assets, the prevention and detection of frauds and errors, the accuracy in completeness of the accounting records and the timely preparation of reliable financial information.

The management is committed to ensure effective internal financial controls environment, which provides assurance on the efficiency of its business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of Company's business in the circumstances, which may reasonably be foreseen. Your Company has defined organisation structure, authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions. Your Company's system and process relating to internal controls and procedures for financial reporting have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in India, the Companies Act, 2013 and rules framed thereunder and all other applicable regulatory/statutory guidelines, etc. for disclosure with reference to financial statements.

Your Company's internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audits are placed before the Audit Committee. The Internal Auditors, the Audit Committee as well as the Board of Directors conduct an evaluation of the adequacy and effectiveness of the system of internal financial controls system on an ongoing basis.

INDUSTRIAL RELATIONS AND SAFETY

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

Your Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company's plant and facilities to maintain high awareness levels. Your Company has also stressed the need to adopt the highest safety standards on turnkey projects undertaken for EHV power cables with the emphasis on ensuring that safety on all projects under execution are given a great deal of importance. The Company is conscious of the importance of environmentally clean and safe operations so as to ensure safety of all concerned and compliance of applicable environmental regulations. The Company as a policy re–evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

RECOGNITION

Your Company's manufacturing facilities and functional departments continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the international standards for Quality Management System ISO 9001:2008, Environmental Management System ISO 14001:2004, Occupational Health and Safety Management System OHSAS 18001:2007 and Social Accountability Policy SA–8000. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

DIRECTORS

Dr. S.R. Jain [DIN 00364293], an Independent Director has resigned from the Board of Directors of your Company with effect from 24th March, 2016. The Board placed on records its deep sense of appreciation and gratitude for valuable services rendered by Dr. S.R. Jain during his tenure as member of the Board of Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Harsh V. Lodha [DIN 00394094], Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re–appointment as a Director of the Company. The Board recommends his re–appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

The brief resume and other details of Director seeking re–appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

KEY MANAGERIAL PERSONNEL

Shri Y.S. Lodha, Manager & Chief Executive Officer (with effect from 15th May, 2015), Shri Sanjay Kumar, Chief Financial Officer (with effect from 9th February, 2016) and Shri Om Prakash Pandey, Company Secretary are the key managerial personnel of the Company. During the year under review, Shri Amitava Bose, who was appointed as Manager & Chief Operating Officer of the Company with effect from 5th May, 2015, was re–designated as Chief Operating Officer of the Company with effect from 5th November, 2015 and Shri Rakesh Barmecha, resigned as Chief Financial Officer of the Company with effect from 5th February, 2016. The Board of Directors at its Meeting held on 9th February, 2016 has appointed Shri Sanjay Kumar as Chief Financial Officer (a Key Managerial Personnel) of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri S.S. Kothari, Shri S.C. Jain, Shri Dinesh Chanda and Dr. Kavita A. Sharma have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified under the governing provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year under review, the Board met four times viz. on 15th May, 2015, 10th August, 2015, 5th November, 2015 and 9th February, 2016.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013, and the rules framed thereunder, the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, forming a part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company carried out the formal annual evaluation of its own performance and that of its Committees and individual Directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated based on personal interaction to ascertain feedback on well defined parameters which, interalia, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the Board of Directors also considered the criteria for evaluation of performance of Independent Directors and the Board of Directors formulated by the Nomination and Remuneration Committee. The Board of Directors also reviewed and discussed the annual performance evaluation of Directors carried out by the Nomination and Remuneration Committee and review of the performance of the Chairman (taking into account the views of non–executive directors), the Non–independent Directors and the Board as a whole carried out by the Independent Directors. A statement indicating the manner, in which formal annual evaluation has been made by the Board of Directors, is given in the Report on Corporate Governance which forms a part of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment of Director based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Board's balance of professional experience, background, view points, skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the members of the Board and Executive Management. The guiding principles of the Remuneration Policy are stated in the Report on Corporate Governance, which forms a part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a Vigil Mechanism which includes implementation of the Whistle Blower Policy to deal with instances of fraud and mis–management, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations. No employee has been denied access to the Vigilance Officer as well as Chairman of the Audit Committee. The details of the Vigil Mechanism and Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants (Registration No. 109208W), were appointed as Statutory Auditors to hold office for a term of 3 (three) years until the conclusion of the 72nd (seventy second) Annual General Meeting of the Company to be held for the financial year 2016–17, subject to ratification of their appointment as a such by members at every Annual General Meetings. They have confirmed to the Company that their appointment, if ratified by the members at the ensuing 7181 (seventy first) Annual General Meeting, would be according to the terms and conditions prescribed under Section(s) 139 and 141 of the Companies Act, 2013 and rules framed thereunder and that they are not disqualified for appointment as Auditors within the meaning of the said Act, The Chartered Accountants Act, 1949 and the rules and regulations made thereunder.

The Board of Directors has re–appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the cost records/accounts maintained by the Company in respect of specified products of the Company covered under the Companies (Cost Records and Audit) Rules, 2014, as amended and fixed their remuneration based on the recommendation of the Audit Committee. The remuneration payable to Cost Auditors is subject to ratification by the shareholders in the ensuing Annual General Meeting of the Company.

AUDITORS' REPORT

The Auditors' Report on the financial statements of the Company form a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for any further comments or explanations. Further, during the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K. Mishra & Associates, Company Secretaries (PCS Registration No.14474) were appointed to undertake the Secretarial Audit of the Company for the year ended 31s1 March, 2016. The Report of the Secretarial Auditor is given in Annexure 'A', which is attached hereto and forms a part of the Directors' Report. No qualification or observation or other remarks have been made by Messrs R.K. Mishra & Associates in the Secretarial Audit Report, which calls for any comments or explanations.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year under review were on an arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in Form AOC–2 in terms of Section 134 of the Companies Act, 2013 is not required. There are no material significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. Further, none of the Directors has any pecuniary relationship or transactions vis–à–vis the Company.

All related party transactions are placed before the meeting(s) of Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis, for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant documents/information are placed before the Audit Committee for review and updation on quarterly basis. The Company's Policy on materiality of Related Party Transactions and dealing with Related Party Transactions, as approved by the Board of Directors, is uploaded on the Company's website and the same can be accessed at weblink <http://www.unistar.co.in/pdf/Policy_Relate_Party_Transactions.pdf>.

JOINT VENTURE COMPANIES AND ASSOCIATE

Your Company has two joint venture companies viz. Birla Ericsson Optical Limited and Birla Furukawa Fibre Optics Private Limited and an associate company viz. Vindhya Telelinks Ltd.

Birla Ericsson Optical Limited, joint venture company, established in pursuance to a Joint Venture Agreement entered into by your Company alongwith Vindhya Telelinks Limited and Ericsson Cables AB, Sweden and engaged in the business of manufacturing and sales of Telecommunication Cables and other types of specialty wire and cables. Birla Furukawa Fibre Optics Private Limited, joint venture company, established in pursuance to a Joint Venture Agreement entered into between your Company and Furukawa Electric Co. Ltd., Japan and engaged in the business of manufacturing and sales of telecommunication grade Optical Fibres. Vindhya Telelinks Ltd., an associate company is engaged in the business of manufacturing and sales of Telecommunication Cables, other types of wires and cables, FRP rods/Glass rovings, etc. and Engineering, Procurement and Construction (EPC) business. Both the joint venture companies and an associate company have achieved satisfactory financial performance during the year under review.

A Statement containing the salient features of the financial statements of an associate company and joint venture companies as prescribed under the first proviso to sub–section (3) of section 129 of the Companies Act, 2013, is annexed and forms part of the Annual Report and hence financial performance of each of the joint ventures and an associate are not repeated herein for the sake of brevity.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investments in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with Notes annexed and forming an integral part of the financial statements.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Statement of Disclosure of Remuneration and such other details as prescribed therein are given in Annexure 'B', which is attached hereto and forms a part of the Directors' Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of an employee of the Company are given in Annexure 'C', which is attached hereto and forms a part of the Directors' Report.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 is given in Annexure 'D', which is attached hereto and forms a part of the Directors' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure 'E', which is attached hereto and forms a part of the Directors' Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

(a) The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has granted stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on 31st March, 2016.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future.

(c) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act, 2013, and Rules made there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

(d) There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Directors' Report.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for the excellent assistance and co–operation received from the State Government and continued support extended to the Company by the bankers, investors, suppliers, esteemed customers and other business associates. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their unstinted commitment and continued contribution in the performance of the Company.

Yours faithfully,

Harsh V. Lodha

(DIN: 00394094) S.S. Kothari

Chairman

(DIN:00005428)

S. C. Jain

(DIN: 00194087)

Dinesh Chanda

(DIN: 00939978)

B.R. Nahar

Directors

(DIN: 00049895)

Kavita A. Sharma

(DIN: 07080946)

Place : New Delhi,

date ; 18th May, 2016

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