Boards report
Dear Members,
Your Directors have pleasure in presenting the 31st Annual Report on the business and
operations of the Company along with the Standalone and Consolidated Audited Accounts for
the Financial Year ended on March 31, 2018.
SUMMARISED FINANCIAL RESULTS
(Rs. in crore, except per share data)
|
STANDALONE for the year ended |
CONSOLIDATED for the year ended |
| Particulars |
March 31, 2018 |
March 31, 2017 |
March 31, 2018 |
March 31, 2017 |
| Revenue from Operations |
1962.57 |
3,022.43 |
2,342.36 |
3,373.25 |
| Other Income |
40.74 |
1.98 |
40.43 |
2.53 |
| Earnings before Interest, Depreciation & Tax (EBIDTA) |
145.97 |
273.83 |
134.40 |
273.19 |
| Finance Cost |
66.55 |
118.89 |
68.73 |
119.95 |
| Depreciation |
33.35 |
35.97 |
45.17 |
48.96 |
| Profit from ordinary activities but before exceptional items |
46.07 |
118.97 |
20.50 |
104.28 |
| Exceptional Items |
645.23 |
- |
657.44 |
- |
| Profit before tax |
691.30 |
118.97 |
677.94 |
104.28 |
| Less: Current Tax |
167.37 |
36.20 |
167.53 |
36.93 |
| Deferred Tax |
1.70 |
(2.37) |
0.38 |
(2.65) |
| Profit for the year |
522.23 |
85.14 |
510.03 |
70.00 |
| Add: Other Comprehensive Income |
0.90 |
0.35 |
0.90 |
0.35 |
| Total Comprehensive Income |
523.12 |
85.48 |
510.92 |
70.34 |
| Earnings Per Share (EPS) for continuing operations including exceptional items (Rs. ) |
127.76 |
22.28 |
124.73 |
18.25 |
| Earnings Per Share (EPS) for discontinued busiess (Rs. ) |
1.94 |
- |
1.94 |
- |
PERFORMANCE OF THE COMPANY
For the financial year ended March 31, 2018, on standalone basis, the revenue from the
operations stood at Rs. 1,963 Crores as compared to Rs. 3,023 Crores during the previous
year. EBIDTA for the year was Rs.146 Crores as compared to Rs.274 Crores in the previous
year. The profit before exceptional item and the tax stood at Rs.46 Crores as compared to
Rs.119 Crores during the last year and the finance cost during the year was Rs. 67 Crores
as against Rs. 119 Crores during the previous year. The profit after exceptional item and
tax stood at Rs. 522 Crores as against Rs. 85 Crores during the previous year. The total
comprehensive income for the year stood at Rs. 523 Crores as compared to Rs. 85 Crores
during the previous year. Figures of the year under review are not comparable with the
corresponding year, due to the sale of Consumer Durable Business w.e.f. May 08, 2017.
On the consolidated basis, the revenue from the operations for the year ended March 31,
2018 was Rs. 2,342 Crores as compared to Rs. 3,373 Crores during the previous year. EBIDTA
for the year stood at Rs. 134 Crores as compared to Rs. 273 Crores in the previous year.
The consolidated profit before exceptional item and tax stood at Rs. 20 Crores and after
exceptional items and tax was Rs. 510 Crores as compared to Rs. 104 Crores and Rs. 70
Crores respectively during the previous year. The total comprehensive income for the year
stood at Rs. 511 Crores as compared to Rs. 70 Crores during the previous year. For
detailed review, please refer Management Discussion and Analysis Report as attached and
forms part of Annual Report.
SLUMP SALE OF CONSUMER DURABLE BUSINESS
During the year under review, the company sold its consumer durable business as a going
concern to Havells India Ltd, on a slump sale basis on May 8, 2017 for an enterprise value
of Rs. 1550 crores, on debt free cash free basis.
The company received upfront consideration of Rs. 1458 crores and balance as per the
terms of the agreement, would be released upon finalization of the closing financials
which is under process as on the date of this report.
The proceeds from the disinvestment has been utilized by the company partially towards
deleveraging the balance sheet by repaying the long term and short term borrowings and
partially towards capital investment in view of strategic expansion by increasing capacity
at existing plants, setting up new plants at various locations to tap up with the
increased demand of customers in the Heating Vantalion and Air Conditioning industry.
OPERATION
During the year under review, your Company organized its revenue stream primarily into
the following three reportable business segments:
a) Consumer Durable Business (discontinued w.e.f. May 8, 2017);
b) OEM & Packaged Air conditioning Segment; and
c) Heat Exchangers & Components Segments.
Consumer Durable Segment: During the year under review, the Company had sold its
Consumer Durables business to Havells India Limited on May 08, 2017. The Company has
classified this business as discontinued business. Till May 08, 2017, the Consumer Durable
Business reported revenue of Rs. 424 Crores.
The air conditioning industry had witnessed tough time during the financial year under
review. Output took a hit because of a host of disruptions such as GST transition, a
modest festive season, change in rating standards and a subdued summer of 2017. The AC
production volumes grew a minuscule 7 per cent in Financial Year 2017-18. Major brands
reported a subdued volume growth during the year 2018. A major factor that impacted RAC
volumes in FY18 was the change in energy efficiency ratings. The Bureau of Energy
Efficiency (BEE) introduced a new star rating methodology called Indian Seasonal Energy
Efficiency Ratio (ISEER) for air conditioners in 2016, which came into effect in January
2018.
Your Company being an OEM supplier to various brands in India witnessed the downside
too, yet the sales from this segment grew from Rs.936 crores to Rs.964 crores.
Heat exchangers and the component segment caters to the manufacturing of heat
exchangers and the evaporator coil for the heating ventilation and the air conditioning
industry and copper and brass heat exchangers for the railways, heavy automobiles and
other industrial applications and the component business of sheet metal. During the year,
the revenue of the segment stood at Rs.640 Crores as compared to Rs. 604 Crores during the
previous year.
For detailed performance review, please refer Management Discussion and Analysis Report
as attached herewith and forms part of the Annual Report.
DIVIDEND
The Board of Directors had, in its meeting held on May 30, 2017, declared a special
dividend (one time dividend) of Rs.20 per equity shares of the face value of Rs.10 each
(200%) out of proceeds of sale of Consumer Durable Business, aggregating to Rs.97.08
Crores (including dividend distribution tax) which was duly paid on 15.06.2017.
The Board of Directors had, in its meeting held on May 30, 2018 decided to treat the
special dividend declared and paid during the financial year 2017-18 as the final
dividend.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the Reserves and Surplus
account.
SHARE CAPITAL
During the period under review, there was no change in the share capital of the
Company. The authorized share capital of the Company stood at Rs.70 Crore, divided into 7
Crore equity shares of Rs.10 each and issued and subscribed capital of the Company stood
at Rs. 40.35 Crore and the paid-up share capital stood at Rs. 40.34 Crore as at March 31,
2018.
INDIAN ACCOUNTING STANDARD (IND AS)
The financial statements are prepared in accordance with the new Indian Accounting
Standards notified by the Ministry of Corporate Affairs vide its notification dated
February 16, 2015.
SUBSIDIARY COMPANIES
As of the beginning of the financial Year, the Company had five direct wholly owned
subsidiaries (WOS) viz; LEEL Coils Europe s.r.o. (formerly Lloyd Coils Europe s.r.o.),
Janka Engineering s.r.o., Noske Kaeser Rail & Vehicle Germany GmbH, Noske Kaeser US
Rail & Vehicle LLC, Noske Kaeser Rail & Vehicles New Zealand Ltd. and two Indirect
WOS through Noske Kaeser Rail & Vehicles New Zealand Ltd. (NKNZ) viz; Noske-Kaeser
Rail & Vehicle Australia Pty Ltd. and Noske-Kaeser Equipamentos de Aquecimento,
Ventilagao e Ar Condicionado Ltda (formerly Noske Kaeser Empreendimentos e Participacoes
Do Brasil Ltd.) (liquidated).
During the period under review, the Board of Directors of the Company had, in its
meeting held on November 14, 2017, approved the restructuring of LEEL Coils Europe s.r.o.
and Janka Engineering s.r.o. which involved spinning off certain common assets and
liabilities including employees and amalgamate with a new entity set up as a wholly owned
subsidiary of the Company in the Czech Republic to provide the common services to them.
The appointed date for the restructuring was January 1, 2018.
In pursuant to the above, the new entity LEEL Services s.r.o., became the WOS of the
Company w.e.f. 18.11.2017 and the spin off process was duly approved by the competent
authorities of the Czech Republic effective as on the appointed date i.e. January 01,
2018.
The aforesaid restructuring has consolidated the selected assets and resources into a
new entity and enabled the better management and control over the resources without any
change in ultimate ownership over the existing aforesaid WOS(s). Further, there was no
impact of said restructuring on the existence of restructured WOSs and they continued to
operate in their respective business segments during the period under review.
After the balance sheet date following events have occurred with respect to
subsidiaries.
Voluntary Insolvency of Noske Kaeser Rail & Vehicle Germany GmbH (NKG): NKG was
acquired in March 2016 from an insolvency administrator with an intention that this
acquisition would open up immense opportunity for the Company in providing technical and
engineering solutions in the highly specialized segment of Rail HVAC and expand its
business globally. However, inspite of the financial contributions and various measures
undertaken to turnaround the subsidiary since the date of its acquisition, it continued to
lose mainly on account of legacy orders which were executed by the subsidiary at
significant losses and thus, couldnt run the operations in a self-sustainable mode and
leaving no option but to file for insolvency. The Tribunal of Hamburg has appointed the
insolvency administrator to manage the operations and to find an investor for taking over
of NKG or put it into bankruptcy.
Sale of Janka Engineering s.r.o. (Janka): Janka also continued to deliver weak
results and hence, the Company decided to explore the possibility of divesting its stake
in it and appointed foreign consultant to look out for the prospective buyer. On the date
of this report, the Company had approved the disinvestment of its 100% shareholding in
Janka including all assets, liabilities, trademarks and employees to Multicraft Group for
a total consideration of 45 Million Czech Crowns (equivalent to approximately Euro 1.75
Million). The closing shall take place before the end of August 2018 subject to the
customary closing conditions including regulatory approvals.
Incorporation of new India Subsidiary: The new Indian subsidiary was incorporated viz;
LEEL Engineering Private Limited in the state of Delhi on April 03, 2018 with an object
to do business in the field of all types of engineering and electricals equipment and
machinery. The Company holds 99% of the total share capital of the Company.
Dissolution of Noske-Kaeser Equipamentos de Aquecimento, Ventilagao e Ar Condicionado
Ltda. (Indirect subsidiary through NK NZ): As there was no operation in the subsidiary the
same has been voluntary dissolved and as on the date of approval, the applicable authority
had also approved the dissolution and now this entity ceased to exist.
There are no associate companies within the meaning of Section 2(6) of the Companies
Act, 2013 (Act). There has been no material change in the nature of the business of the
subsidiaries.
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared
consolidated financial statements of the Company and its subsidiaries existing as on March
31, 2018, which form part of the Annual Report except Noske Kaeser US Rail & Vehicle
LLC, which is yet to commence its operation and is in dormant state.
Further, a statement containing the salient features of the financial statement of our
subsidiaries in the prescribed format AOC 1 is attached to the financial statements of the
Company.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and accounts of each of its subsidiaries, are available on our website www.leelelectric.com .These documents will also be
available for inspection during business hours at our corporate office situated at 159,
Okhla Industrial Estate, Phase III, New Delhi 110020.
For detailed performance review of subsidiaries, please refer the Management Discussion
and Analysis Report, attached herewith and forms part of the Annual Report.
GLOBAL DEPOSITORY RECEIPTS
During the year under review, the Board of Directors in its meeting held on November
14, 2017, decided to terminate the Global Depository Facility and Deposit Agreement with
the Bank of New York Mellon (the BNY) in view of cost involved in maintaining the small
number of outstanding Global Depository Receipts (GDR) (i.e. 8,000 GDRs underlying 16,000
equity shares) which were also listed on London Stock Exchange.
In view of the above, the BNY had issued 90 days notice to GDR holders on December 8,
2017 regarding termination of the GDR facility and Deposit Agreement between the BNY and
the Company and had also given an opportunity to the GDR holders to convert their GDRs
into underlying equity shares subject to the terms of the Deposit Agreement and applicable
laws or regulations.
Upon the completion of 90 days notice, all the outstanding GDRs have been converted
and / or cancelled and there were no GDR pending as on 31.03.2018. Further, as the
security ceases to exist, the Company also went for voluntary delisting of its GDRs from
London Stock Exchange (LSE), which was duly approved and got effected w.e.f. April 05,
2018.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposits from the public
under Section 73 of the Companies Act, 2013 and rules made thereunder.
CORPORATE GOVERNANCE
Your Company has always laid a strong emphasis on transparency, accountability and
integrity and believes that good governance is the basis for sustainable growth of the
business and for enhancement of shareholder value. We keep our governance practices under
continuous review and benchmark ourselves to the best governed Companies across the globe.
The report on corporate governance forms an integral part of this report and is set out
as separate section to this annual report. The certificate of Mr. Sanjay Chugh, Practicing
Company Secretary, acting as the Secretarial Auditors of the Company certifying
compliance with the conditions of corporate governance as stipulated in Regulation 33 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
with the report on corporate governance.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is
attached herewith and forms a part of the Annual Report.
LISTING AGREEMENT
The equity shares of the Company are listed at BSE Ltd. and National Stock Exchange of
India Ltd.
The Annual Listing fees to the above Exchanges for the Financial Year 2018-19, as
applicable have been paid well before the due date. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Company believes that CSR is a business approach that contributes to sustainable
development by delivering economic, social and environmental benefits for all the
stakeholders. The Company has always endeavored to promote education and well-being of
weaker sections of society.
In recognition of this, the Company concentrates most of its sustainability / CSR
efforts by actively supporting the education and social causes through its philanthropic
arm "Pandit Kanahaya Lal Punj Trust".
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company
has constituted a CSR Committee. The composition and terms of reference of the CSR
Committee is provided in the Corporate Governance Report.
Further, details about the CSR policy and initiatives taken by the Company on CSR
during the year are available in our website. The annual report on our CSR activities is
appended as Annexure 1 to the Boards Report.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, as amended by the
Companies (Amendment) Act, 2017 effective from July 31, 2018, an extract of the annual
return in the prescribed format is available on the website of the Company viz.
www.leelelectric.com
SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.
NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the financial year viz; on May 30, 2017; August 10,
2017; November 14, 2017 and February 14, 2018. The necessary quorum was present at all the
meetings. The intervening gap between any two meetings was not more than one hundred and
twenty days as prescribed by the Companies Act, 2013. For composition, category and
attendance of directors please refer the Corporate Governance Report which forms part of
the Boards Report.
COMMITTEES OF THE BOARD
The Board has five committees viz; the Sub-Committee of the Board, Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility Committee and
Stakeholders Relationship Committee.
The details pertaining to composition of above committees are included in the Corporate
Governance Report, which forms part of the boards report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under Sub section (3) of Section 178 of the Companies Act,
2013, adopted by the Board, has been disclosed in the corporate governance report, which
forms part of the Boards Report.
BOARD EVALUATION
In pursuance to the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out
annual performance evaluation of its own performance, the directors individually as well
the evaluation of the working of committees. The performance of the Board was evaluated by
the Board after seeking inputs from all the directors on the basis of the criteria such as
the Board composition and structure, board meetings and effectiveness of board processes,
information and functioning, etc. The performance of the committees was evaluated by the
board after seeking inputs from the committee members on the basis of the criteria such as
the compliance with the terms of reference of the committees, composition of committees,
functions and duties, committee meetings & procedures, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings, attendance,
independent judgment etc. During the year, Mr. Brij Raj Punj, Chairman and MD of the
Company passed away and the Board Members selected the Chairman of the each meeting
amongst them. Hence, the evalution of the Chairman of the Board was not conducted during
the year.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole was evaluated, taking into account the
views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the independent directors, at which the
performance of the Board, its committees and individual directors was discussed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS)
During the year under review, Mr. Brij Raj Punj, Chairman & Managing Director of
the Company passed away on December 05, 2017. The Company have achieved so much with his
vision, courage, tenacity and the leadership. The Board pays homage to its Chairman.
Mr. Bharat Raj Punj (DIN: 01432035), Deputy Managing Director and son of Late Mr. Brij
Raj Punj, was elevated as Managing Director of the Company w.e.f. May 30, 2018 by the
Board in its meeting held on May 30, 2018.
Mr. Achin Kumar Roy (DIN: 01475456) Whole Time Director of the Company was re-appointed
for a further period of two years w.e.f. April 28, 2018 by the Board of Directors in the
meeting held on February 14, 2018. Further, pursuant to provisions of section 152 of the
Companies Act, 2013 and Articles of Association of the Company, he will also retire by
rotation at the 31st Annual General Meeting and being eligible, has offered himself for
re-appointment.
During the financial year under review, Mr. Nipun Singhal (DIN:02026825), who was the
business head of the Consumer Durable Business segment, had stepped down and resigned from
the Directorship of the Company w.e.f. May 08, 2017, pursuant to the sale of aforesaid
segment to Havells India Ltd.
As at the end of financial year, the Company is having five KMPs viz. Mr. Bharat Raj
Punj, Managing Director (w.e.f. 30.05.2018), Mr. Achin Kumar Roy, Whole Time Director, Mr.
Mukat B. Sharma, Whole Time Director & Chief Financial Officer and Ms. Anita K.
Sharma, Company Secretary & VP Finance.
The appointments / re-appointments as aforesaid are placed before the shareholders for
their approval alongwith the brief profile in the notice of 31st Annual General Meeting
(AGM"). The Board recommends the appointment /re-appointments of above said
directors.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director that
he/she meets the criteria of independence as laid down in Section 149(6) of the Companies
Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT
The Audited Accounts for the financial year ended March 31, 2018 are in conformity with
the requirements of the Companies Act, 2013. Pursuant to Section 134(5) of the Companies
Act, 2013, your directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed alongwith proper explanation relating to material departures;
(b) 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 and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) 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
(f) 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.
AUDITORS & AUDITORS REPORT
STATUTORY AUDITORS
The provision of section 139 of the Companies Act, 2013 requires that the statutory
auditor may be appointed by the shareholders for a period of five consecutive years;
however, the said appointment needs to be placed for ratification by the members in each
AGM. Now, with effect from May 07, 2018, the aforesaid requirement related to annual
ratification of appointment of statutory auditors by the members has been omitted by the
Companies (Amendment) Act, 2017. Hence, the resolution for ratification of appointment of
M/s Goel Garg & Co. Chartered Accountants (Firm Regn. No. 000397N) as the statutory
auditor, whose appointment was approved by the members in the 30th AGM for a term of five
consecutive years, has not been put for motion as an ordinary business in the 31st AGM.
Auditors Report and the Notes on financial statements referred to in the Auditors
Report are self-explanatory and do not call for any further comments. The Auditors Report
does not contain any qualification, reservation or adverse remark.
COST AUDITORS
The Board has re-appointed M/s Jain Sharma & Associates, Cost accountants, as cost
auditors of the Company for the financial year 2018-19 at a fee of Rs. 2,06,250/-
(including out of pocket expenses) plus applicable taxes, subject to the ratification of
the said fees by the shareholders at the ensuing 31st AGM.
The Company has also received a certificate from M/s Jain Sharma & Associates
confirming that their appointment is in accordance with provisions of section 139, 141
& 148 of the Companies Act, 2013.
The cost audit report of the financial year 2017-18 would be filed with the Central
Government within the prescribed time. SECRETARIAL AUDITORS
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 had
appointed Mr. Sanjay Chugh Practicing Company Secretary, to conduct Secretarial Audit for
the financial year 2017-18. The Secretarial Audit Report (in prescribed Form MR-3) for the
financial year ended March 31, 2018 is appended as Annexure 2 to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
The Board has re-appointed Mr. Sanjay Chugh, Practicing Company Secretary, as
secretarial auditorS of the Company for the financial year 2018-19 also.
PARTICULARS OF LOANS AND GUARANTEES
The particulars of loans, guarantees and investments have been disclosed in the notes
to the financial statements.
PARTIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. During the year under review, no material transactions, contracts or arrangements
as defined under the SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015 or which were above the threshold limits mentioned under Rule 15 of the Companies
(Meetings of Board & its Powers) Rules, 2014 were entered with the related parties by
the Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC-2 is not applicable and hence, not annexed.
For details on related party transactions entered during the year, members may refer to
the notes to the standalone financial statement. RISK MANAGEMENT
The Audit Committee in supervision of Board of Directors is responsible for
identifying, evaluating and managing all significant risks faced by the Company. The
detailed statement indicating the development and implementation of risk management policy
including identification therein of elements of risk has been covered in the management
discussion and analysis, which forms part of this report.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to
financial statement, including adherence to the Companys policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial disclosures.
The detailed information about internal controls is set out in the Management
Discussion & Analysis report which is attached and forms part of this Report.
VIGIL MECHANISM
The Company has implemented a Whistle Blower Policy and has established a vigil
mechanism for employees and directors to report their genuine concerns. The Policy
provides for a mechanism to report genuine concerns to Whistle Counselor or the Whistle
Blower Committee and in exceptional cases, the Chairman of the Audit Committee of the
Company. The functioning of the Vigil mechanism is reviewed by the Audit Committee from
time to time. None of the Whistle Blowers have been denied access to the Audit Committee
of the Board. The Whistle Blower Policy complies with the requirements of Vigil mechanism
as stipulated under Section 177 of the Companies Act, 2013. The details of establishment
of the Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of the
Company.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND
MATERIAL EVENTS OCCURRED AFTER BALANCE SHEET DATE
Except as disclosed elsewhere in the Annual Report, there have been no material changes
and commitments/events, affecting the financial position of the Company which occurred
between the end of the financial year to which the financial statements relate and the
date of this report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are given in
Annexure 3 to this Report.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 of the Act and Rule 5 (1) Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (Rules) have been appended as Annexure 4 to the this
report. Details of employee remuneration as required under provisions of Section 197 of
the Companies Act, 2013 and Rule 5(2) and 5(3) of Rules are available at the Corporate
Office of the Company during working hours, 21 days before the Annual General Meeting and
shall be made available to any shareholder upon request.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has a policy against sexual harassment and a formal process for dealing
with complaints of harassment or discrimination. The said policy is in line with Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
Rules made thereunder. The Company, through the policy ensures that all such complaints
are resolved within defined timelines. During the year, no case was reported.
ACKNOWLEDGEMENT
We thank our shareholders, customers, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation for the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and support.
We also place on record deep appreciation to various statutory authorities, Central and
State Governments and Government of various countries where we operate for their continued
assistance, co-operation and encouragement they have extended to the Company and look
forward to their continued support in future.
For and on behalf of the Board of
Directors LEEL Electricals Limited
Date: August 13, 2018
Place: New Delhi
Bharat Raj Punj Managing Director & Chairman of the Meeting
DIN:01432035
+91-9892691696
