Godfrey Phillips India Ltd Management Discussions.

Your Directors feel privileged to present the 80th Annual Report on the business and operations of the Company along with the Audited Accounts for the financial year, ended March 31, 2017.

ECONOMIC ENVIRONMENT

In 2016, the growth in global economy was better but not good enough to turnaround the global economy. IMF estimated the global growth at 3.1% in 2016 and forecasts it to be 3.5% in 2017. Economic activity increased in the US as consumer spending and exports increased over last year. All European economies had slow but consistent growth in 2016. Within the developing economies, Chinas slowdown stabilized at 6.7%, due to policy support, unlike the slowdown expected last year. Russia and Brazil also appear to be coming out of the doldrums. India continues to remain the poster boy of economic growth globally. Most of the global central banks are expected to hold on to interest rates, thereby keeping inflation under control and accelerate consumer spending.

India is one of the fastest growing key economies in the world and is expected to grow at 7.4% in 2017-18. The current government has successfully introduced structural reforms such as demonetisation and GST to boost the Indian economy. Demonetisation had a mixed impact on the economy, however it promises to be a big step towards a digital economy. The most significant reform is GST that has amalgamated the different tax markets in India into one single tax market. It is the most fundamental and far reaching indirect tax reforms that have happened in decades. Even with some potential imperfections, it can usher in quantum leap in transaction trails and logistic efficiencies.

Corporate earnings in India are expected to grow by over 20% in FY 2017-18 in the backdrop of digital push and ‘Make in India initiatives apart from various infrastructure development initiatives like road, transport, energy and ‘smart cities projects, etc. Comfortable liquidity, benign inflation outlook, lower net borrowings by the government, stable currency and various legal reforms are expected to define a path of sustainable growth. India is expected to be the third largest consumer economy worth US$ 4 trillion by 2025, as per a Boston Consulting Group (BCG) report. We are indeed placed in very good times, where the economic and social benefits will accrue to all Indians.

TOBACCO INDUSTRY

In 2016, Euromonitor, a global business intelligence provider estimated the global cigarettes industry at 5.5 trillion sticks worth about US$ 700 billion and growing at 2%. The cigarette volumes declined by 3% in 2016 driven largely by decline in China and developed markets. In India, the industry managed to reverse the volume decline that was a trend for the last few years which was driven by steep tax hikes.

Globally the Electronic Vaping Devices (EVDs) accounted for US$10 billion in 2016, while ‘heated and not burn tobacco segment represented a further US$2 billion. The category as a whole is forecast to grow to US$34 billion by 2021. Your Company is already present in EVD segment through select products in a few markets and has ambitious plans both for the domestic and international markets.

Tobacco in India is an extremely important sector as it provides livelihood to over 45 million people. India is the second largest global producer of tobacco. Tobacco and tobacco products contribute more than Rs. 30,000 crores to the countrys exchequer annually. It should be mentioned that more than 85% of this government revenue is from cigarettes despite having a mere 15% share in total tobacco consumption in India. Successive annual excise duty hikes followed by states increasing local taxes in the past have led to this skewed taxation and volume distortions over a period of time. The industry welcomes GST, which has tried to address this distortion to some extent.

Global leading tobacco producers like Malawi, China and Zimbabwe have more than 1% of their arable landmass under tobacco cultivation, while India has only around 0.25% of land under tobacco cultivation. This is despite farmers deriving much higher income from tobacco crop than other agricultural crops in India and tobacco crop having significant export potential.

Regulation

India is a signatory to the WHOs tobacco control treaty, named as "Framework Convention on Tobacco Control (FCTC)". This treaty and its programmes are constantly pushing governments towards extreme tobacco control. Various governments are faced with challenges of balancing enormous socio-economic considerations against health hazards associated with the tobacco sector. India is one of the earliest signatories to the WHO-FCTC and most of the policy actions at government level are guided by this convention.

Various writ petitions challenging the Governments decision to implement 85% GHW on both sides of the cigarette pack with effect from 1st April, 2016, have been heard by the Honourable High Court of Karnataka and its judgement is reserved. In the meantime, the Industry has implemented the regulatory requirement to print new set of picture on the packs with effect from 1st April, 2017.

Illicit cigarettes are posing serious threat to the industry as well as government revenues as, 1 in every 5 cigarettes sold is illicit in the country. While requesting the government to direct its attention towards curbing the menace of illicit cigarettes, your Company will always remain committed to regulatory adherence by being a responsible corporate entity.

SEGMENTWISE PERFORMANCE IN 2016-2017

Cigarettes

The legal cigarette industry faced yet another challenging year. On one hand it faces competition from lightly taxed tobacco products like bidis, chewing tobacco, gutkha, etc. and on the other hand the illicit cigarette market continues to grow unabated. Despite these constraints, your Company was able to maintain its domestic sale volumes at the last years level though the share of economy segment of 64mm brands has increased at the cost of its 69mm brands. This was made possible by your Companys relentless pursuit of value creation through new product launches with capsule filters and other differentiations.

Your Company will continue to pursue growth by focusing on portfolio expansion to accommodate varying consumer preferences and by increasing its geographic footprint through expanded distribution infrastructure, accelerated digital capabilities and cost optimization.

Tea

The domestic packaged and bulk tea business achieved a turnover of Rs. 105 crores which was slightly better than previous year. Your Company continued to focus on regional consumer taste preferences to drive demand of its products across its key markets. This approach augmented with strengthened feet on street for better sales reach, has resulted in consistency in sales despite stiff competition from local brands.

In an effort to drive long-term growth, your Company invested in modernization of its Bazpur (Uttarakhand) manufacturing unit with the aim to enhance its compliance to regulatory, safety and quality standards. To further accelerate the growth momentum, your Company will continue to focus on consumer and trade preferences and better availability of its products through targeted consumer engagement, acquisition and loyalty and use of digital media.

Your Company received the award for the ‘BEST COMPANY IN FOOD SAFETY at the ASSOCHAM Food Excellence Awards, 2017.

Chewing Products

Your Companys Chewing Products business showcases a breakthrough year with a record 70% growth in sales revenue, growing from Rs. 151 crores to Rs. 258 crores in 2016-17. It was a year in which your Company made significant inroads into capturing market share in both the premium and mid-premium segments of the Pan Masala Industry and laid the platform for continuous growth across 2017-18 as well. Your Company believes in the process of constant improvement and unrelenting consumer focus, and will continue to deliver consistently high quality products to the consumers by understanding his unfulfilled needs. Through consistent delivery of a high quality product supported by efficiency in distribution and consumer acquisition, your company was not only able to capture a majority segment share in Gujarat, but also developed newer geographies like Odisha, Jharkhand and West Bengal which constituted 35% of national volumes.

Pan Vilas, your Companys flagship brand, continues to hold strong share in the premium segment with over 20% share in the solus segment. Pan Vilas continued to delight the consumers with its impeccable taste and grew by 5% in the strong solus markets of Gujarat and Madhya Pradesh. Similarly, in the mid-premium segment your Companys brand Raag captured 2% segment share within 18 months of its launch.

In 2016-17, the quality of Pan Vilas was appreciated by several awards including the "Indias Number 1 Brand Award 2016" and "Indias Most Trusted Brand 2016" by International Brand Consulting Corporation and Indias Most Trusted Brand Awards Council respectively.

With several innovations and optimizations in production technology, the focus of Pan Vilas is on continuing to provide the high quality Pan Masala at an optimum price point for the consumer. For 2017-18, consolidation in existing markets and an expansion of product portfolio have been identified as the critical growth levers for the business.

Your Company also showcased a record growth in sales revenue of 40% in the confectionary business on the back of a strong showing in the Re. 1 segment. Pan Vilas Burst candies, launched in 2016-17, has established itself in the confectionary industry through a highly innovative taste and strength in distribution and your Company aims to maintain the growth momentum.

Exports

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

2016-17 2015-16
Value Value
Commodity/Product (Rs. in crores) (Rs. in crores)
Cigarette 179.38 173.49
Unmanufactured tobacco 302.41 331.85
Cut tobacco/CLB 34.99 38.92
Tea 40.52 61.70

Overall exports of your Company were at Rs. 557 crores as against Rs. 606 crores in the preceding financial year.

All out efforts are being made to develop new customers and new markets across various geographies particularly in CIS & European Union for cigarette and tobacco exports. Brand seeding exercise in the cluster of countries in West Africa such as Benin, Togo, Sierra Leone, Gambia etc. is in progress. Your Company has become the most significant supplier of Cut Tobacco and is well recognized for quality of its blends. The Company has also set up a warehouse at a strategic location in Europe to gain access to more markets in Europe & CIS region with ready stock and is contemplating to create unmanufactured and cut tobacco trading hubs in Middle East, Africa & South East Asia, particularly in locations around cigarette manufacturing hubs of the world.

The bulk tea exports business faced a challenging year due to unfavorable global market conditions such as sharp drop in Kenyan CTC prices, devaluation of British Pound on account of Brexit and overstocking by large packers and traders in Iran. In an effort to drive long-term growth, your Company will continue to focus on strengthening relations with large and credible packers offering consistent revenue generation and higher margin structures, along with scouting for new high value clients in large tea drinking nations.

Retail

In 2016-17, Companys retail business made a steady progress with turnover at Rs. 152 crores as against Rs. 129 crores during previous year. In the current financial year, the Company is redesigning and refurbishing its stores and plans are underway to scale up the business.

HUMAN RESOURCE DEVELOPMENT

During the year, the Human Resource function took some key initiatives aimed at re-building a sharper performance culture, identification & nurturing of talent, gauging the engagement levels of workforce and some state of the art capability development work. The employee rewards management system was revamped with an eye on enhancing individual and organizational performance. A detailed exercise was carried out on potential assessment and targeted employee capability building measures have been put in place. Your Company also undertook a detailed employee engagement survey and carried out root cause analysis focusing on the levels of employee engagement and subsequently deployed appropriate measures in order to deliver excellence through an engaged workforce. Annual health check-up continued this year also for the employees to make your Company a healthy organization.

CORPORATE DEVELOPMENT

Corporate Development team remains pivotal in executing growth strategy of your Company through strategic projects. It is involved in the business monitoring process to ensure all initiatives and projects are aligned to their objectives and plays a key role in the annual budgeting and long term planning exercise. The team also undertakes growth and productivity related projects across business segments, product categories and functional domains. The team regularly scans the external environment including regulatory volatility, competitive landscape and the global tobacco industry in order to assess their implications in the short and long term.

INFORMATION TECHNOLOGY (IT)

Information technology has become one of the pillars of industry and your Company is continuously making investments in this field with the aim to improve operational efficiency and enhance productivity in the organisation. Your Company has further grown its portfolio of systems over the last year and diverged into more process automation in order to reinvent itself into a lean and efficient organisation.

Going forward, IT will be concentrating on innovation in areas like enterprise wide digitalization, business intelligence, supply chain management, leveraging cloud based technology, data mining, etc. Your Company also realises that security is an important aspect of any technology portfolio and therefore, it has invested sufficiently to ensure that all its data and documents are safe from any external threats.

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. Guided by 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

2016-17 2015-16
Rs. in Lakhs Rs. in Lakhs
Gross Profit 29190.30 34782.64
Less : Depreciation 9412.82 10220.49
Profit before tax 19777.48 24562.15
Less : Provision for tax
- current tax 5136.50 7066.38
- deferred tax charge/(credit) 1005.64 329.35
Profit after tax for the year 13635.34 17166.42
Add: Other comprehensive income/(loss)- net of tax (409.83) (219.69)
Total Comprehensive Income 13225.51 16946.73

During the year ended March 31, 2017, the Company registered operating revenue of Rs. 4397 crores as against Rs. 4262 crores during corresponding previous financial year, giving a rise of 3.2%. However, the profit after tax was lower at Rs. 136.35 crores against Rs. 171.66 crores last year as the Companys margins suffered due to its inability to fully pass on the cost and tax increases.

The trend of hike in indirect tax on tobacco segment on year-on-year basis continued with the Union Government increasing excise duty by 6% across segments in the budget presented on February 1, 2017. But, with the advent of GST, we are hopeful of stability in the indirect tax system in the times to come.

DIVIDEND

Your Directors are pleased to recommend the same dividend as last year of 400% i.e. Rs.8/- per equity share of face value of Rs.2/- each. The proposed dividend (including tax thereon) will absorb Rs. 5006.29 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, 2017 is attached as ‘Annexure - 1 to this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2017, your Company had eight subsidiaries 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 47 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.

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 audited 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

The CSR initiatives focus on inclusive growth with the Company striving to enhance the livelihood of the local communities and contribute to their economic and social well-being through various proactive community partnership programmes.

As part of various programmes for farmers, women, children and community development, your Company is supporting this cause by installing water purifiers, holding health camps, extending scholarships for meritorious children, connecting children with schools, conducting HIV awareness programmes, operating skill training centres for adult children, improving infrastructure of schools by building toilets, helping community through drainage construction and other cleanliness drive and thereby improving their living conditions.

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) retires by rotation at the ensuing Annual General Meeting, in accordance with the provisions of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment.

Mr. R. Ramamurthy Iyer (DIN 00030463) also retires by rotation but has expressed his unwillingness to seek re-appointment and therefore, would cease to be a Director on conclusion of the ensuing AGM.

The Board of Directors has recommended appointment of Mr. Sharad Aggarwal (DIN 07438861) as a Whole-time Director of the Company for a period of 5 years with effect from 1st October, 2017 and he shall be liable to retire by rotation. The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 from one of its members proposing his candidature for appointment as a Director.

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. R. Ramamurthy, 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, forms 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.

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;

(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 hat such systems are adequate and are operating effectively.

The above statements were noted by the Audit Committee at its meeting held on 12th August, 2017.

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 shall be 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.

A Non-executive Director including a Non-independent Director 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 employee, responsibilities handled by him, his potentials, etc.

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.

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, 2017 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 AUDITOR

In terms of the resolution passed at the 77th Annual General Meeting (AGM) of the Company held on 23rd September, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants, the present statutory auditors, hold office until the conclusion of the ensuing AGM and cant be re-appointed in view of the provisions of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Accordingly, the Board of Directors at in its Meeting held on 30th May, 2017 recommended appointment of M/s. S.R. Batliboi & Co. LLP (part of Ernst & Young group), Chartered Accountants, Firm Registration No. 301003E, as the new statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the ensuing AGM upto the AGM to be held in calendar year 2022.

The Company has received a certificate from M/s. S.R. Batliboi & Co. LLP to the effect that their appointment, if made, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013. Accordingly, the Board proposes appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants as the statutory auditors of the Company in place of M/s. Deloitte Haskins & Sells, to hold office from the conclusion of this AGM until the conclusion of the 85th AGM of your Company. Necessary resolution seeking approval of the Members in this regard has been incorporated in the Notice convening the ensuing AGM.

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

M/s. Chandra Wadhwa & Co., Cost Accountants (Firm Registration No.00239), have been appointed as the Cost Auditor of the Company for the financial year 2017-18 to audit the cost accounting records for ‘Tea business, at a fee of Rs. 2.50 lakhs plus applicable taxes and out of pocket expenses, subject to approval by the Shareholders at the ensuing Annual General Meeting.

Further, the cost audit report for the financial year 2016-17 doesnt contain any qualification, reservation, adverse remark or disclaimer.

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.

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 143(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 and motivated manpower will facilitate your Company 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 in times to come.

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
New Delhi R.A. SHAH
Dated : 12th August, 2017 CHAIRMAN