Godfrey Phillips India Ltd Directors Report.

Your Directors are pleased to present the 82nd Annual Report on the business and operations along with the Audited Financial Statements of the Company for the financial year ended March 31, 2019.

ECONOMIC ENVIRONMENT

The global economy which registered a robust growth across all major countries in the year 2017, saw the momentum continuing in the first half of 2018. However, during the second half of 2018, the economic activity started to slow down due to escalation of the US-China trade tensions, financial crisis in Argentina and Turkey, auto sector slowdown in Germany due to the introduction of new emission norms and tighter credit policies in China. Federal Reserves tighter monetary policy with multiple interest rates hikes added further pressure on all the major economies. The combination of these factors has resulted in a weaker consumer and business sentiments leading to decelerated industrial production and lower trade between countries. Global economic woes added downward pressure on oil prices whereas consumer price inflation remained muted across advanced economies due to a decline in commodity prices.

Amidst these challenging market conditions, global economic growth declined from 3.8% in 2017 to 3.6% in 2018. The downturn is expected to continue in 2019 and global growth is projected to decline to 3.3%. However, the second half of 2019 is expected to pick up owing to the policy accommodations made by major economies. The US Federal Reserve has paused interest rate increases. The European Central Bank, the Bank of Japan, and the Bank of England have all shifted to a more accommodative stance. The US-China trade tensions have eased as prospects of a trade agreement take shape, although it is an uneasy truce and tensions could flare up at anytime. Despite a challenging global macroeconomic environment, India continued to emerge as one of the fastest growing economies in the world, registering GDP growth of 7.1% in 2018. This clearly reflects the macroeconomic strength of the Indian economy which was well supported with prudent fiscal and monetary policies. However, the last year was challenging due to overall economic slowdown which was further impacted by the non-banking financial sector crisis leading to lower private investment and muted exports due to select US trade sanctions. A stable government coupled with a reform-focused policy framework is expected to provide a conducive business environment. As per the International Monetary Fund, India is projected to register a GDP growth of 7.3% in 2019 and 7.5% in 2020 underpinned by recovery of investments, strong consumption and favourable monetary and fiscal reforms.

TOBACCO INDUSTRY

According to Euromonitor, the global cigarettes industry is estimated at 5.3 trillion sticks worth US$ 714 billion. In volume terms the industry has declined by 0.7% in 2018 whereas in value terms, the industry has grown by 3.0%. While the smoking rate has declined in developed countries over the years, the sales of cigarettes continue to rise in developing markets such as China. After four consecutive years of decline, Indian cigarette industry reported an increase of 1.5% in 2018. Cigarette taxes in India are among the highest in the world. Therefore, high tax rates make cigarettes unaffordable to a large section of consumers and in turn the overall tobacco market experiences slow growth. The cigarette industry in India has declined from 100.9 billion sticks in 2013 to 82.5 billion in 2018. During the same period, retail sales value has increased from Rs. 568 billion to Rs. 831 billion. High level of taxation relative to other tobacco products and stringent regulations have also led to the rise in illicit cigarette trade and consequent loss of revenue to the government. Trade of illicit cigarettes has grown from about 21.8 billion sticks in 2013 to 26.5 billion in 2018. During 2013-2018 period, while legitimate cigarette market has declined by 3.9%, illicit cigarette has grown at a similar rate. India is now the fourth largest illicit cigarette market in the world. Your Company operates in the tobacco segment which is an extremely important crop providing livelihood to over 45 million people. India is the third largest producer and third largest exporter of tobacco in the world. Tobacco and tobacco products are one of the major contributors to the government revenue. Despite just a 10% share of tobacco consumption, legal cigarettes contribute to 86% of the total tax revenue from tobacco products. Cigarette is manufactured using Flue Cured Virginia (FCV) tobacco in India, which is grown across the states of Andhra Pradesh, Telangana, Karnataka and Gujarat. Increase in illicit cigarettes and influx of non-duty paid international brands have resulted in a decline in demand of FCV tobacco in India. It is estimated that since FY2014, the earnings of FCV tobacco farmers have declined cumulatively by more than Rs. 4,000 Crore. To curb this, various industry bodies and corporates have urged the government to consider bringing the taxation on cigarettes to pre-GST levels.

Over the past decade, the government has initiated several tobacco control measures but the rate at which smoking prevalence is dropping has remained low. Globally, electronic cigarettes or Electronic Nicotine Delivery Systems (ENDS) have emerged as a viable solution to reduce the harmful effect of traditional cigarettes. Recently, an industry association has requested the government to set up a panel to independently review the existing global regulations, supporting evidence showcasing relative less harmful impact of ENDS and the potential of these products to supplement tobacco control measures in India.

CONSUMER AND RETAIL INDUSTRY

India has emerged as one of the most attractive investment destinations in the world with increasing disposable incomes, rapid industrialization and a favourable demographic profile. Consumer sector is one of the best performing sectors due to inherent strengths of the Indian economy. Nearly, 60% of Indias GDP is driven by consumption. With a median age of 28 years, India has a large young population which will lead to rise in workforce, increase in household incomes and ultimately leading to higher consumption. Technology is also playing a pivotal role in the rise of consumerism in India. Cheaper availability of smartphones, deeper internet penetration, emergence of plastic money, wallets have all resulted in a radical shift in consumer behaviour further driving consumer spending. Indias Retail segment is expected to reach US$ 1.2 trillion by 2021 as it continues to expand at a CAGR of 10.8%. Indias robust economic growth and rising household incomes are expected to increase consumer spending with the maximum consumer spend likely to occur in the food, household, transport and communication segments. Indias share of global consumption is also forecasted to expand to more than twice its current levels by 2020. The growth over the next 5 years will also be driven by organised brick-and-mortar retail and ecommerce.

Notwithstanding the significant growth in consumption, critical societal challenges will need to be addressed, including skills development and employment of the future workforce, socio-economic inclusion of rural India, and creating a healthy and sustainable future for its citizens. The consumer & retail industry in India is quickly emerging as one of the largest sectors in the economy. However, the traditional unorganized retail sector is predominant but the shift towards organized retail sector is evident and is expected to grow further in the coming years. Godfrey Phillips with its established chain of 24seven convenience stores is well positioned to meet the growing demand of new age consumers and deliver an international shopping experience.

SEGMENTWISE PERFORMANCE IN 2018-19 Cigarettes

After several years of high tax increases, the year under report saw stability of tax and the consequential price stability has led to a modest recovery in cigarette industry volumes. However, the threat of illicit and tax-evaded cigarettes continues to loom large.

Your Company was able to show a significant improvement in its volumes and profits. Strong brand health and some geographical expansion led to the growth in market share as well. Our main brands led by Four Square continued to perform strongly, especially in our core markets. Improvement in margins was also achieved by driving mix improvement, effective sourcing strategies and process innovations.

Your Company is committed to further fueling its growth through efforts in sharpening consumer insights, improving capabilities for faster product development and innovations, driving supply chain efficiencies and implementing cost optimization measures.

Chewing Products

This year the Company carried out tremendous work on value engineering to improve profitability situation of the chewing business by bringing about some positive changes in gross marginal contribution and product mix. Various initiatives and innovations in business processes were undertaken which resulted in improved product quality and consumer satisfaction. Pan Vilas, your Companys flagship brand in the premium category continued to grow on the backing of innovations and consumer acquisition programs and strategies that has led to a growth of 6% in volumes. New initiatives and innovative product lines are planned for the upcoming years to further strengthen this brand. Similarly in the less profitable mid-premium segment, your Companys brand Raag continued to hold onto its market share in important markets and consumer satisfactions scores though the topline showed the declining trend on overall basis.

Your Company also showcased continued growth of 21% in gross sales revenue in the confectionary segment backed by launch of highly innovative Imli Candy. Through product innovation and leveraging strength in distribution, your Company aims to accelerate this growth momentum further.

Exports

The following table shows the status of exports for different products during the year under report:

2017-18 2018-19
Commodity/Product Value (Rs. in crores) Value (Rs. in crores)
Cigarette 145.07 178.85
Unmanufactured tobacco 189.43 266.01
Cut tobacco/CLB 36.07 46.19
Tea 34.18 0.66
Candy 1.86 1.88

Overall exports of your Company were at Rs. 494 crores as against Rs. 407 crores in the last financial year and there was improvement in gross margins as well. This growth has primarily been due to increase in business from major customers of unmanufactured tobacco and good cigarette volumes across all Regions. This is also attributed to our focus on high margin business for both cigarettes and cut tobacco and some competitive cost advantage availed by the Company.

All out efforts are being made to develop new customers and new markets across various geographies for cigarette and tobacco exports. Your Company has been focusing on growth of own brands and has been successful in seeding brands such as Stellar, Originals, Time 7 and Business Kings in markets of Latin America / EEMA and South East Asia. Some new initiatives are planned in a few markets of Latin America with our flagship brand Jaisalmer. Also, plans are to introduce innovative products in new formats such as Super slims.

Retail

The 24Seven chain of convenience stores had shown a rapid growth during FY 19 and opened 43 new stores. In 2018-19, gross sales value increased by 61% to Rs.308 crores from Rs.191 crores during previous year and number of stores increased from 61 to 104.

It has built a set of unique assets critical to success in this business and is now focusing on building sustainable, scalable model for profitable growth and expansion.

HUMAN RESOURCE DEVELOPMENT

Your Company has been recognized as one of Indias Best Places to Work primarily on the strength of its people processes, culture and the positivity built on the foundation of trust, pride & camaraderie among its workforce. Riding on the back of right strategic focus on people and performance, various initiatives have led to marked increase in energy level, morale & enthusiasm of employees resulting in superlative individual and organizational performance. Empowerment of Line Managers on a number of initiatives taken is ensuring prevalence of right beliefs & behaviours, winning mind-sets, employee engagement and long-term positive business outcomes.

CORPORATE DEVELOPMENT (GROWTH OFFICE)

Growth Office continues to play a pivotal role in executing the growth strategy of your Company. It holds end to end ownership along with the business teams, for designing and tracking the strategic growth projects across the organization. The external and internal risks are also identified to ensure suitable mitigation actions are initiated and the growth plan remains sacrosanct. Within this process, stakeholder management is a critical role undertaken by this team towards development of the envisioned growth strategy. It is imperative that the strategy is cascaded to everyone in the organization; the Growth Office continues to support cross functional communication on this aspect as well.

INFORMATION TECHNOLOGY (IT)

The world of information technology is changing fast and we are continuously working on increasing efficiency while reducing cost within various businesses using latest technology. We continue to leverage secure cloud based solutions like mailing and other business solutions. Last year we implemented a first of its kind cloud-based analytics automation. This gives us graphical visibility into all available data and helps us take decisions based on data.

Our goal remains efficiency improvement. We have implemented robotics on some of our processes which has resulted in faster and error free results. We have experimented with IoT at factory level which has given good results. These technologies will be expanded to other processes / factories to ensure we get benefits at scale. All this while security remains our highest priority and we will continue to invest in state of the art security solutions.

TREASURY OPERATIONS

Your Company continues to enjoy the highest rating of ‘CRISIL A1+ for Short Term Debt Programme, ‘CRISIL AA+/Stable for Long Term Loan, ‘CRISIL AA+/Stable for fund based credit facilities and ‘CRISIL A1+ for non-fund based facilities. With these ratings in place, your Company is able to raise funds at most competitive terms. Following the principles of liquidity, safety and tax efficient returns, the Company has been deploying its long term surplus funds primarily in debt oriented schemes of reputed mutual funds. Also, the Company continued to park its temporary surpluses in liquid schemes of various mutual funds.

FINANCIAL RESULTS

2018-19 2017-18
Rs. In Lakhs Rs. in lakhs
Profit before Depreciation, Exceptional Items and Tax 45855.55 30993.53
Less : Depreciation and amortization 9591.82 9564.73
Profit before exceptional items and tax 36263.73 21428.80
Exceptional items - 2000.00
Profit before tax 36263.73 23428.80
Less : Provision for tax
- current tax 12030.75 7100.69
- deferred tax 136.25 251.87
Profit after tax for the year 24096.73 16076.24
Add: Other comprehensive income/(loss)-net of tax (182.62) 474.84
Total comprehensive income 23914.11 16551.08

During the year, the gross sales value registered a growth of 6.74% by reaching the level of Rs. 6194 crores from Rs. 5803 crores last year. Similarly, the profit after tax jumped to Rs. 240.97 crores from Rs. 160.76 crores last year.

DIVIDEND

Your Directors are pleased to recommend the dividend of 500% i.e. Rs.10/- per equity share of face value of Rs.2/- each. The proposed dividend (including tax thereon) will absorb Rs. 6268.14 lakhs.

DEPOSITS

Your Company has not accepted any deposits, covered under Chapter V of the Companies Act, 2013 and hence, no details pursuant to Rules 8(v) and 8(vi) of the Companies (Accounts) Rules, 2014 are required to be reported.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as on 31st March, 2019 is attached as ‘Annexure - 1 to this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2019, your Company had seven subsidiaries apart from one other subsidiary which is an AOP and three associate companies. The basic details of these companies form part of the extract of Annual Return given in ‘Annexure - 1.

Form AOC-1 containing the salient features of financial statements of the Companys subsidiaries and associates is attached as ‘Annexure - 2. Note 46 of the consolidated financial statements shows the share of each subsidiary and associate company in the consolidated net assets and profits of the Company. The audited financial statements of these entities will be available for inspection during business hours at the Registered Office of the Company. During the year the Companys subsidiary Unique Space Developers Limited divested its stake in step-down subsidiary Gopal Krishna Infrastructure & Real Estate Limited. Also, the Company divested its stake in its associate Success Principles India Limited.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standard (Ind AS-110) - Consolidated Financial Statements, Group Accounts form part of this Annual Report. The Group Accounts have been prepared on the basis of financial statements received from the subsidiary and associate companies, as approved by their respective Boards.

INTERNAL CONTROL SYSTEMS

Your Company has a robust system of internal controls commensurate with the size of the Company and the nature of its business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorised use and disposition.

The internal control systems are supplemented by well documented policies, guidelines and procedures which are in line with the internal financial control framework requirements. There is an extensive programme of internal audit by a firm of chartered accountants followed by periodic management reviews.

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

CORPORATE SOCIAL RESPONSIBILITY

Our strategic CSR programme, created with focus on sustainable development and livelihood for Burley Tobacco farming communities in parts of Andhra Pradesh, continues with the main objective of improving the livelihood for the marginalised with initiatives to improve earning capacity through exposure to good agricultural practices, collectivisation of farmers/workers into Farmers Development Societies/SHGs, water and soil conservation measures and availability of safe drinking water, health, education and sanitation facilities. This year we touched 65 villages under the above program. As the community and beneficiaries are directly associated with the industry, the impact of the program has been positive and at a faster rate. The program was recognised by the office of District Magistrate, Andhra Pradesh Govt., and through awards like Greentech Foundation CSR Gold Award 2019, CSR Leadership Award 2019 and 8th Asias Best CSR Practices Award 2018.

Other CSR initiative of the Company centres around promotion of healthcare and education in parts of Delhi NCR by holding health camps, conducting HIV awareness programs, operating life skill training centre for adult children, holding teacher-orientation session in primary schools, connecting children to schools and facilitating meritorious children through suitable means.

The Company has constituted a CSR Committee of the Board in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The brief outline of the CSR policy, overview of the activities undertaken with amounts spent thereon during the year and composition of the Committee has been disclosed in ‘Annexure - 3.

DIRECTORS

Mr. Samir Modi (DIN 00029554) and Mr. Ruchir Kumar Modi (DIN 07174133) will retire by rotation at the ensuing Annual General Meeting, in accordance with the provisions of Section 152 of the Companies Act, 2013 and being eligible, offer themselves for re-appointment.

Mrs. Nirmala Bagri (DIN 01081867) was appointed as Additional Director w.e.f. 1st April, 2019 to serve as Woman Independent Director and holds office upto the date of the ensuing Annual General Meeting. The Company has received notice pursuant to Section 160 of the Companies Act, 2013 from one of its members proposing her candidature for appointment as a Director.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing re-appointment of Dr. Lalit Bhasin (DIN 00001607) and Mr. Anup N. Kothari (DIN 00294737) as Independent Directors of the Company for another term of five years form part of the Notice of the ensuing Annual General Meeting.

The Securities and Exchange Board of India ("SEBI") vide its notification dated 9th May, 2018 inserted Regulation 17(1A) to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) with effect from 1st April, 2019 whereby the listed Company shall not appoint or continue the directorship of a person who has attained the age of 75 years unless special resolution is passed to that effect.

Therefore, the appointment of Mrs. Nirmala Bagri who would attain the age of 75 years during her proposed term as an Independent Director and re-appointment of Dr. Lalit Bhasin and Mr. Anup N. Kothari, as an Independent Director who have already attained the age of 75 years, is recommended to be approved by passing special resolutions at the ensuing AGM. The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015 and (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations and are independent of the management of the Company.

The Board has recommended approval from shareholders by way of special resolution for payment of remuneration to Mr. Ruchir Kumar Modi (DIN 07174133) for a further period of three years effective from 1st July, 2019.

PERFORMANCE EVALUATION OF THE BOARD, ETC.

Details pertaining to the manner in which evaluation of the Board, its Committees and individual Directors has been carried out, form part of Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Mr. K.K. Modi, Managing Director, Mr. Samir Modi, Executive Director, Mr. Sharad Aggarwal, Whole-time Director, Mr. Sunil Agrawal, Chief Financial Officer and Mr. Sanjay Gupta, Company Secretary of the Company are deemed to be Key Managerial Personnel of the Company as per the provisions of Companies Act, 2013 and rules made thereunder.

BOARD MEETINGS

Details of the meetings of the Board held during the year, form part of the Corporate Governance Report.

AUDIT COMMITTEE

The composition, functions and details of the meetings of the Audit Committee held during the year, form part of the Corporate Governance Report.

RISK MANAGEMENT

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Company management periodically assesses risks in the internal and external environment and incorporates suitable risk treatment processes in its strategy and business and operating plans. The details of practices being followed by the Company in this regard, form part of the Corporate Governance Report. There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges faced by it have been dealt with under Management Discussion and Analysis which forms part of this Report.

Details regarding constitution of Risk Management Committee, its role & responsibility, form part of the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 (the ‘Act), the Directors, to the best of their knowledge, confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; (ii) appropriate accounting policies have been applied consistently and judgements and estimates that are reasonable and prudent have been made 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 of the Company for the period; (iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Annual Accounts have been prepared on a going concern basis; (v) the internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively; and (vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

The above statements were noted by the Audit Committee at its meeting held on 10th August, 2019.

RELATED PARTY TRANSACTIONS

Form AOC-2 containing particulars of contracts or arrangements entered into by the Company with related parties referred in Section 188(1) of the Companies Act, 2013 is attached as ‘Annexure - 4.

Details of related party transactions and related disclosures are given in the notes to the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered by the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Details of Whistle Blower Policy/Vigil Mechanism form part of the Corporate Governance Report.

REMUNERATION AND NOMINATION POLICY

The appointment and remuneration of Directors is governed by the recommendation of Nomination and Remuneration Committee and then decided by the Board subject to approval of the shareholders.

The remuneration payable to the Directors is decided keeping into consideration long term goals of the Company apart from the individual performance expected from a director(s) in pursuit of the overall objectives of the Company.

The remuneration of Executive Director(s) including Managing Director(s) and Whole-time Director(s) is governed by the recommendation of Nomination and Remuneration Committee as per the criteria recommended by it and then approved by the Board subject to approval of the Shareholders.

The Non-executive Director(s) may be paid remuneration by way of commission either by way of monthly payments or specified percentage of net profits of the Company or partly by one way and partly by the other, as may be recommended by Nomination and Remuneration Committee and then decided by the Board subject to approval of the Shareholders.

In accordance with the provisions of the Articles of Association of the Company and the Companies Act, 2013, a sitting fees (presently fixed at Rs. 1,00,000 per meeting) is paid to the Non-executive Directors of the Company who are not drawing any remuneration described hereinabove, for attending any meeting of the Board or of any Committee thereof.

The remuneration payable to Directors shall be governed by the ceiling limits specified under section 197 of the Companies Act, 2013.

The remuneration policy for other senior management employees including key managerial personnel aims at attracting, retaining and motivating high calibre talent and ensures equity, fairness and consistency in rewarding the employees. The remuneration to management grade employees involves a blend of fixed and variable component with performance forming the core. The components of total remuneration vary for different employee grades and are governed by industry practices, qualifications and experience of the employees, responsibilities handled by them, their potentials, etc. Remuneration of senior management employees is also being looked at by the Nomination and Remuneration Committee.

DIVIDEND DISTRIBUTION POLICY

As mandated by the Listing Regulations, the Board has formulated a dividend distribution policy and the same is attached as ‘Annexure - 8 and is also available on the Companys website.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year 2018-19 with comparatives for the year 2017-18, are disclosed in ‘Annexure - 9.

BUSINESS RESPONSIBILITY REPORT

As mandated by the Listing Regulations, the Business Responsibility Report has been included as part of the Annual Report.

UNCLAIMED SHARE CERTIFICATES

Status of the unclaimed shares as on 31st March, 2019 has been mentioned in the Report on Corporate Governance.

CORPORATE GOVERNANCE

The Company is committed to maximise the value for its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and in particular those stipulated in the Listing Regulations. Its objective and that of its management and employees is to manufacture and market the Companys products in a way so as to create value that can be sustained over the long term for consumers, shareholders, employees, business partners and the national economy in general. Certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in the Listing Regulations, is enclosed.

Certificate from Mr. K.K. Modi, Managing Director as the Chief Executive Officer (CEO) and Mr. Sunil Agrawal, Executive Vice President – Finance as the Chief Financial Officer (CFO) in relation to the financial statements for the year along with declaration by the CEO regarding compliance with the code of business conduct of the Company by the directors and the members of the senior management team of the Company during the year, were submitted to and taken note of by the Board.

STATUTORY AUDITORS

In compliance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/re-enactment(s)/ amendment(s) thereof, for the time being in force), S.R.Batliboi & Co. LLP, Chartered Accountants, (FRN 301003E) were appointed as Statutory Auditors at the Eightieth Annual General Meeting of the Company held on 15th September 2017, to hold office for a term of five (5) consecutive years from the conclusion of the Eightieth Annual General Meeting until the conclusion of the Eighty Fifth Annual General Meeting, subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment. However, the requirement of annual ratification has been dispensed with under the Companies (Amendment) Act, 2017 which has been notified on 7th May, 2018.

Auditors Report on the financial statements of the Company forms part of the Annual Report and doesnt contain any qualification, reservation, adverse remark or disclaimer.

COST AUDIT

The provisions of Cost Audit are not applicable on the Company.

SECRETARIAL AUDIT

M/s. Chandrasekaran Associates, Practicing Company Secretaries, have been appointed as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the year under review is attached as ‘Annexure - 5 and doesnt contain any qualification, reservation, adverse remark or disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

Pursuant to Clause 9 of Revised Secretarial Standard -1 (SS -1), your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India, during the financial year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material order was passed by the Regulators/Courts that could impact the going concern status of the Company and its future operations.

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 Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure - 6.

Pursuant to the provisions of Section 136(1) of the Act and as advised, the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as ‘Annexure - 7.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment of women at work place in line with the requirements of the above Act. Under the said policy, an Internal Complaints Committee (ICC) has been set up to redress complaints received relating to sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. During the year under review, no complaint was filed with the Company.

THE FUTURE

Availability of best in the class manufacturing facilities with right blend of technology, vast distribution network, adequate financial resources, stable tax regime and motivated manpower will facilitate your Company to continue to drive growth across its various businesses and product categories both in domestic and international markets. Your Directors are confident that the Company will continue to create value for its shareholders and other stakeholders.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Government authorities, Companys bankers, customers, vendors, investors and all other stakeholders for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedicated services of employees at all levels of operations in the Company.

Respectfully submitted on behalf of the Board
R.A. SHAH
CHAIRMAN
New Delhi
Dated: 10th August, 2019