Indsil Hydro Power & Manganese Ltd Directors Report.

TO SHAREHOLDERS

Dear Shareholders,

The Board of Directors of your Company are pleased to present the 29th Annual Report on the operations and business of the Company along with the Audited Financial Statements of the Company for the Year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS

The Standalone & Consolidated performance for the financial year ended 31st March, 2019 is as under:

.

Rs. in Lakhs

Standalone Consolidated
Particulars Current Year Previous Year Current Year Previous Year
2018-19 2017-18 2018-19 2017-18
Total Revenue 23,606 30,409 69,260 75,140
Operating Expenses (22,630) (28,435) (64,246) (67,623)
Gross Profit 976 1,974 5014 7,517
Depreciation (699) (615) (2995) (2,587)
Profit before Tax 277 1,359 2019 4,930
Provision for Tax (273) (176) (272) (182)
Net Profit after Tax 4 1,183 1747 4,748

FINANCIAL PERFORMANCE

During the period under review, the Company has achieved on Standalone basis, revenue of Rs. 23,606 Lakhs and net profit of Rs. 4 Lakhs. During the same period, the Company, on Consolidated basis, has achieved revenue of Rs. 69,260 Lakhs and net profit of Rs. 1,747 Lakhs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2019.

STATE OF AFFAIRS

Operations

During the year under review, the Company has achieved a turnover of Rs. 22,365 Lakhs (2017-18 : Rs. 29,258 Lakhs) resulting in a Profit before tax of Rs. 277 Lakhs.

During the year under review, the Company generated 53.49 million units of power as against 29.46 million units during the previous year.

FUTURE PROSPECTS

The outlook and future prospects of the Company are presented in the "Management Discussion and Analysis Report" forming part of this Report.

SCHEME OF AMALGAMATION

The National Company Law Tribunal, Chennai Bench has vide its order dated 4th May 2018 & 8th May 2018 sanctioned the Scheme of Amalgamation of Indsil Energy and Electrochemicals Private Limited with the Company with effect from the appointed date of 1st April 2017. The said order was filed with the Registrar of Companies, Coimbatore on 23rd May, 2018 pursuant to which the Scheme has come into effect.

Further, the National Company Law Tribunal, Chennai Bench has vide its order dated 7th August 2019 & 13th August 2019 sanctioned the Scheme of Amalgamation of Sree Mahalakshmi Smelters Private Limited (the Wholly Owned Subsidiary) with the Company with effect from the appointed date of 1st April, 2018. The said order was filed with the Registrar of Companies, Coimbatore on 5th September, 2019 pursuant to which the Scheme has come into effect. Accordingly, the financial statements for the year ended 31st March, 2019 have been presented giving effect to the said amalgamation.

AL-TAMMAN INDSIL FERROCHROME LLC (ATIFC)

ATIFC has had a very challenging year on account of continuous depression in ferro chrome prices.This, according to experts, is mostly on account of weakening Chinese demand as a consequence of the US China trade war. Outlook for ferrochrome appears to be bleak in the near future. On the positive side, ATIFC has tied up with Shell Global for a jointly setting up a 25 MW Solar Captive Power Plant which will take care of part of ATIFCs requirements and provide to its Plant clean and sustainable renewable energy.

INDSIL HYDRO GLOBAL FZE & INDSIL ENERGY GLOBAL FZE, SHARJAH AIRPORT INTERNATIONAL FREEZONE (SAIF) – WHOLLY OWNED SUBSIDIARIES

Indsil Hydro Global (FZE), a Wholly Owned Subsidiary of the Company, has earned a profit of Rs. 286.07 lakhs in the current reporting period as against a profit of Rs. 247.45 Lakhs during the previous reporting period. The operations of the Company are expected to improve further in the forthcoming reporting period.

Indsil Energy Global (FZE) was a Wholly Owned Subsidiary of the erstwhile M/s.Indsil Energy and Electrochemicals Private Limited. Consequent to the merger of M/s.Indsil Energy and Electrochemicals Private Limited with the Company, Indsil Energy Global (FZE) has become a Wholly Owned Subsidiary of the Company.

Indsil Energy Global (FZE), has earned a profit of Rs. 301.33 Lakhs in the current reporting period as against a profit of Rs. 252.70 lakhs during the previous reporting period.

TRANSFER TO RESERVES

The Company has not transferred any amount to its reserves during the year under review. However, an amount of Rs. 4.32 Lakhs of the current profit has been carried forward under the head retained earnings.

DIVIDEND

The Board of Directors has not recommended any dividend keeping in view the requirements of funds for future growth.

TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 & 125 of the Companies Act, 2013, unclaimed / unpaid dividend relating to the financial year 2011-12 will be remitted on 24.01.2020 to the Investor Education and Protection Fund established by the Central Government.

Further, pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 9,66,980 equity shares of Rs. 10/- each on which dividend had remained unclaimed for a period of 7 years have been transferred to the credit of the demat account identifiedby the IEPF Authority during the year under review.

SHARE CAPITAL

The Issued, Subscribed and Paid-Up Share Capital of the Company as at 31st March, 2019 stood at Rs. 42,76,97,140/- consisting of Rs. 27,76,97,140/- divided into 2,77,69,714 equity shares of Rs. 10/- each and Rs. 15,00,00,000/- divided into 1,50,00,000 10% Cumulative Redeemable Preference Shares of Rs. 10/- each.

During the year under review, pursuant to the said Scheme of Amalgamation of M/s.Indsil Energy and Electrochemicals Private Limited, the Board of Directors of the Company at their meeting held on 29th May, 2018 allotted the following shares as consideration for the merger

• 1,18,82,922 equity shares of Rs. 10/- each to the Equity Shareholders of M/s Indsil Energy and Electrochemicals Private Limited

• 1,50,00,000 10% Cumulative Redeemable Preference Shares of Rs. 10/- each to the Preference shareholders of M/s Indsil Energy and Electrochemicals Private Limited.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Annexure 1 and is attached to this report. A copy of the Annual Return of the Company in prescribed format is available at the Companys website www.indsil.com

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

During the year under review, 5 (Five) Meetings of the Board of Directors, 4 (Four) Meetings of the Audit Committee, 3 (Three) Meetings of the Nomination and Remuneration Committee, 4 (four) Meetings of the Stakeholders Relationship Committee and 4 (four) Meetings of the Corporate Social Responsibility Committee were held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meeting (SS-2).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board hereby confirm that-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departure from those standards;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 of the Company for that period.

c) the Directors had taken proper and the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are effectively; and

f) the Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and such systems were adequate and operating

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and Employees of the Company. The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure 2 and can also be accessed on the Companys website at the link http:// www.indsil.com/policies/

COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Raja & Raman, Statutory Auditors and Sri. M.D.Selvaraj, FCS of MDS & Associates, Company Secretaries, Secretarial Auditors in their report.

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

During the year under review the Company has not granted any loan or given any security, pursuant to the provisions of Section 186 of the Companies Act, 2013. The details in respect of loans & investments made by the Company in the earlier years are disclosed in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered into by the Company with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2018-19 were in the ordinary course of business and on arms length basis.

The particulars of contract and arrangement entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Annexure 3 (Form No. AOC-2) and forms part of this Report.

The policy on Related Party Transactions as approved by the Board of Directors of the Company has been uploaded on the Companys website and may be accessed through the link at ‘http://www.indsil.com/policies/

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The National Company Law Tribunal, Chennai Bench vide order dated 7th August, 2019 & 13th August, 2019 sanctioned the Scheme of Amalgamation of Sree Mahalakshmi Smelters Private Limited (the Wholly Owned Subsidiary) with the Company pursuant to which all the assets and liabilities of Sree Mahalakshmi Smelters Private Limited have been vested with the Company with effect from the appointed date i.e., 1st April, 2018.

Other than that mentioned above, there have been no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March, 2019 and the date of the report.

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 4 and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The risk management and minimization procedure adopted and followed by the Company is adequate in relation to the nature and size of the business. The same is reviewed periodically for improvement.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors to undertake and administer Corporate Social Responsibility of the Company. CSR Committee consists of:

1) Sri.S.N.Varadarajan, Vice-Chairman as Chairman of the Committee

2) Sri Vinod Narsiman, Managing Director and

3) Dr.A.K.Sreedharan, Independent Director as Members of the Committee

The Companys CSR objective is promoting education, including special education and employment enhancing vocational skills to children, medical aid, health care, sanitation, drinking water, rural development, employment opportunities, old age homes, protection of natural resources, public libraries, human rights and such other initiatives prescribed under Schedule VII of the Companies Act, 2013. The Company has developed Corporate Social Responsibility Policy in line with the activities mentioned in Schedule VII of the Companies Act, 2013.

The prescribed amount of CSR expenditure could not be spent totally due to the Company not being able to identify suitable local area projects for CSR activities despite its constant efforts to identify suitable projects. Thus, there was a short fall of Rs. 1,66,553. The Company would continue its pursuit and strengthen the mechanism to execute all identified local area projects in future and adopt constant monitoring.

The annual report on CSR activities has been given in Annexure 5.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its Committees, Independent Directors, Non-Independent Directors and the Vice-Chairman / Managing Director of the Board. Based on that, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Sri.S.Inderchand (DIN: 00035907) and Smt.D.Pushpa Varadarajan (DIN: 00035787), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The tenure of Dr.A.K.Sreedharan (DIN: 00043167) as an Independent Director of the Company expires on 18th December, 2019. The Board of Directors at their meeting held on 11th November, 2019 have recommended his reappointment as an Independent Director for a second term of five consecutive years commencing from 19th December, 2019, subject to the approval of the shareholders at the Annual General Meeting. The Company has received declaration from the Director that he continue to fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of the provisions of Section 160(1) of the Companies Act, 2013, the Company has received notice from a Member signifying his intention to propose Dr.A.K.Sreedharan for the office of Independent Director.

Your Directors recommend his re-appointment.

During the year under review, Sri.S.N.Varadarajan (DIN: 00035693) has been re-designated as Non-Executive Vice-Chairman of the Company with effect from 29th May, 2018.

Smt.R.Saroja (DIN: 08134556) was appointed as Additional Director of the Company with effect from 29th May, 2018 and subsequently, she was appointed as an Independent Director of the Company for a period of 5 years with effect from 29th May, 2018 at the Annual General Meeting held on 27th September, 2018.

Sri.K.Ramakrishnan was appointed as an Independent Director of the Company with effect from 19th December, 2014. Consequent to the amalgamation of M/s.Indsil Energy and Electrochemicals Private Limited with the Company, he ceased to be an Independent Director of the Company and resigned from the post of Independent Director of the Company with effect from 29th May, 2018.

Sri.K.S.Mahadevan & Sri.K.Ramakrishnan were appointed as Additional Directors of the Company with effect from 29th May, 2018 & 30th May, 2018 respectively and they were subsequently appointed as Directors of the Company at the Annual General Meeting held on 27th September, 2018. Further Sri.K.Ramakrishnan was also appointed as Whole-Time Director of the Company with effect from 1st June 2018.

Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203 of the Companies Act, 2013 are Sri.Vinod Narsiman, Managing Director, Sri.S.Mahadevan, Company Secretary and Sri.R.Murali, Chief Financial Officer.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two Wholly Owned Subsidiaries namely, M/s.Indsil Hydro Global (FZE), Sharjah Airport International Freezone (SAIF) and M/s Indsil Energy Global (FZE), Sharjah Airport International Freezone (SAIF).

Pursuant to the Scheme of Amalgamation of Indsil Energy and Electrochemicals Private Limited (Transferor Company) with Indsil Hydro Power and Manganese Limited (Transferee Company) sanctioned by the National Company Law Tribunal, Chennai Bench vide order dated 4th May, 2018 & 8th May, 2018, the stake of the Company in M/s.Al-Tamman Indsil Ferro Chrome LLC, Sultanate of Oman has increased to 50%. Accordingly, in accordance with the applicable accounting standards, M/s.Al-Tamman Indsil Ferro Chrome LLC has been considered as a Subsidiary for the purpose of consolidation in the financial statements.

The Company does not have any material Subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding Company in the immediately preceding financial year or has generated 20% of the consolidated income of the Company during the previous financial year. The Board has approved a policy for determining material subsidiaries, which has been uploaded on the Companys website and can be accessed at the link ‘http://www.indsil.com/policies/.

A report containing the salient features of the Subsidiaries and Joint Ventures as required under Section 129(3) of the Companies Act, 2013 in Form AOC-1 is attached herewith as Annexure 6 to this report.

The consolidated financial statements of the Company and its Subsidiaries prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

The annual accounts of the Subsidiary Companies are posted on the website of the Company viz. www.indsil.com and will also be kept open for inspection by any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of Subsidiary Companies to the shareholders upon their request.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits covered under Chapter V of the Companies Act, 2013 and hence, there are no deposits remaining unclaimed or unpaid as on 31st March, 2019. Accordingly, the question of default in repayment of deposits or payment of interest thereon, during the year, does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There is no significant and regulators or courts or tribunals impacting the going concern status and Companys operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place proper systems and procedures to detect and protect the Organizational resources both tangible and intangible. The Company has also put in place the following to ensure the adequacy of internal financial controls:

• the Company maintains all its records in ERP System and the workflow and approvals are routed through ERP:

• the Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the Organization is in accordance with the approved policies of the Company. In every quarter, during approval of Financial Statements, Internal Auditors will present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations; and

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT

Pursuant to the provisions of Section 148 (1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company has duly made and maintained the Cost Records as mandated by the Central Government.

AUDITORS

STATUTORY AUDITORS

M/s.Raja & Raman (Firm Registration No. 003382S), Chartered Accountants, Coimbatore were appointed as Statutory Auditors of the Company for a period of 5 years at the 27th Annual General Meeting held on 21st December 2017 and they hold office till the conclusion of the 32nd Annual General Meeting of the Company. The auditors report on the Standalone and Consolidated Financial Statements for the year ended 31st March, 2019 has been annexed to the financial statements.

Vide notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of Statutory Auditors by members at each Annual General Meeting has been done away with. Accordingly, no resolution is being proposed for ratification of appointment of order passed by the Statutory Auditors at this Annual General Meeting.

COST AUDITORS

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with notifications/circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 29th May, 2019, have appointed Sri. B.Venkateswar, (Membership No. 27622), Cost Accountant, Coimbatore as Cost Auditors of the Company for the financial year 2019-20. The remuneration payable to the Cost Auditor is subject to the ratification of the Members in General Meeting.

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 Company has appointed Sri.M.D.Selvaraj, FCS of MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2018-19. The report of the Secretarial report is annexed herewith as Annexure 7 to this report.

INTERNAL AUDITOR

Ms. K.R.Divya (Membership No. 228896), Chartered Accountant, Coimbatore has been appointed as the Internal Auditor of the Company to undertake internal audit of the records of the Company.

PARTICULARS OF EMPLOYEES

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 8.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the Indsil Hydro Power and Manganese Limited Employee Stock Option Scheme 2018 (Indsil ESOS 2018) during the year under review. The Nomination and Remuneration Committee administers and monitors the Employees Stock Option Scheme of the Company. Details of Employee Stock Options pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure 9 to this report.

The Company has received a Certificate Auditors of the Company that the above referred Scheme had been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolutions passed by the members in this regard.

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

The Company has been employing women employees in various cadres within the Office / factory premises. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no compliant received from any employee during the financial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis is annexed herewith as Annexure 10 to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Company has an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance, under the head ‘Audit Committee for matters relating to the composition, meetings and functions of the Committee. The Board has accepted all the recommendations of Audit Committee during the year whenever required and hence no disclosure as required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board is necessary.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has constituted a Vigil Mechanism as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted a formal mechanism to the Directors and employees to report about unethical behaviour, suspected fraud or violation of Code of Conduct and ethics. The Policy aims at conducting the affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

The policy can be accessed on the Companys website at the link www.indsil.com/policies/.

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Managing Director and the Chief Financial Officer have furnished necessary Certificate to the Board on the financial statements presented.

DEPRECIATION

Depreciation on fixed assets is provided on Straight Line method in accordance with the rates specified under Schedule II of the Companies Act, 2013, except the useful life of the Plant and Machinery based on the technical evaluations. As per the technical evaluations such useful life has been taken as 20 years.

INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been adequately insured.

INDUSTRY SAFETY

Your Company has laid high emphasis on safety of all the personnel and mitigation of damage to equipments, the Company has thoroughly followed all the safety measures.

ACKNOWLEDGEMENTS

Your Directors are extremely thankful to State Bank of India, Export Import Bank of India, IDBI Bank Limited, Yes Bank Limited, RBL Bank Limited, Karnataka Bank Limited and the Federal Bank Limited for their continued support.

Your Directors acknowledge and express their grateful appreciation for the co-operation and support received from Government Authorities, Kerala State Industrial Development Corporation, employees, customers and suppliers. They also thank the shareholders for the confidence reposed by them in the management of the Company and for their continued support and co-operation.

For and on behalf of the Board
S N VARADARAJAN VINOD NARSIMAN
Vice-Chairman Managing Director
DIN:00035693 DIN:00035746
Place : Coimbatore
Date : 19th November, 2019