ISGEC Heavy Engineering Ltd Directors Report.

1.00 The Board hereby presents its Report for the year ended 31st March 2019.

2.00 FINANCIAL SUMMARY:

(र in lakhs)
Particulars As at 31.03.2019 As at 31.03.2018
I. ASSETS:
Fixed Assets 51,870.69 48,475.44
Other Non-current Assets 24,836.40 20,198.50
Current Assets 3,49,447.74 2,64,204.97
Total 4,26,154.83 3,32,878.91
II. EQUITY AND LIABILITIES:
Shareholders Funds 1,34,717.25 1,22,284.30
Non-Current Liabilities 31,646.23 30,271.06
Current Liabilities 2,59,791.35 1,80,323.55
Total 4,26,154.83 3,32,878.91

 

Particulars For the year ended 31.03.2019 For the year ended 31.03.2018
III. Revenue from Operations 4,12,892.10 2,61,536.55
Other Income 3,689.38 7,234.12
Total Revenue 4,16,581.48 2,68,770.67
IV. Total Expenses 3,96,273.90 2,51,977.31
V. Profit/(Loss) Before Tax 20,307.58 16,793.36
VI. Tax Expenses including deferred tax 7,475.84 4,895.36
VII. Profit/(Loss) After Tax 12,831.74 11,898.00
VIII. Other Comprehensive Income/(Expense) 18.22 115.44
IX. Balance carried to Profit and Loss Account 12,849.96 12,013.44
X. Basic/Diluted Earning per Share ofर 1/- each. 17.45 16.18

3.00 DIVIDEND:

3.01 In the month of February 2019, the Company declared an Interim Dividend ofर 5/- per equity share ofर 10/- each, which has been disbursed. Your Directors are pleased to recommend a final dividend ofर 1.50 per equity share ofर 1/- each. Total Dividend (inclusive of the interim and final dividend) will beर 2/- on equity share ofर 1/- each for the current year. The final dividend, if approved and declared in the forthcoming Annual General Meeting, will result in a total outflow ofर 1230.48 lakh, including dividend distribution tax.

4.00 STATE OF COMPANY AFFAIRS AND OPERATIONS, INCLUDING MANAGEMENT DISCUSSION & ANALYSIS:

4.01 The Board had reported in last years Board Report that the Company was able to book large value orders in the last quarter of the year and the order book was at a record level. This has resulted in growth, both in turnover as well as profit, in the year under report.

4.02 The turnover and profit before tax isर 4166 crore andर 203 crore as compared withर 2688 crore andर 168 crore in the preceding year. The profit would have higher but for an unexpected surge in the price of steel by over 25%. The steel prices have, however, now stabilized.

4.03 The Company acquired Eagle Press & Equipment Co. Ltd., a press manufacturing company in Canada. The acquisition was done by purchasing 100% ownership and is a wholly owned subsidiary of the Company.

4.04 This acquisition was done with a view to expand the market for Presses in North America by having a manufacturing base in Windsor (Canada) and a service centre in Kentucky (USA). The erstwhile owners will continue to work for the Canadian company for two years.

4.05 We intend to use Eagles facility for stocking and marketing Isgec made Standard Mechanical Presses (SMP) and also marketing Isgec made Hydraulic Presses, in North America.

4.06 The order booking, during the year under report, was higher by 65% as compared with the preceding year and the Company witnessed an increased market share in both segments i.e. EPC Projects and Products Segments.

4.07 EPC Projects segment consists of projects and turnkey solutions for Boilers, Air Pollution Control Equipment, Sugar Plants & Machinery, Distilleries, Power Plants, Construction of Factories for Railways and Material Handling Systems. Products segment consists of manufacture of Presses, Process Equipments, Liquefied Gas Containers, Tubing & Piping, Iron & Steel Castings, and Industrial Machinery.

4.08 As reported in last years report, the Company diversified its Product Segment by entering into the business of Construction of Factories for Railways, Material Handling Systems and Air Pollution Control projects. The diversification was successful and the Company could book large value orders for these projects.

4.09 The order book, as on the date of the report, is aboutर 8000 crore, which is an all time record. Further, in the current year, higher investment is expected in infrastructure, which will boost demand in the Cement, Steel, Fertilizer and Power sectors. The Company is, therefore, expected to have a higher turnover and profit in the current year.

4.10 The threat of competition continues, which the Company has been, and will be able to withstand, by focusing on cost control. The cost control measures include increased automation, value engineering, and expanding the vendor base.

Export:

4.11 The export turnover during the year wasर 1124 crore as against 782 crore in the preceeding year.

4.12 Focus on export continued during the year. The efforts included participation in various industrial exhibitions and conferences in India and overseas. A large number of high value enquiries have been received. The Company is poised for an even higher export turnover in the coming year.

ENGINEERING, PROCUREMENT AND CONSTRUCTION (EPC) SEGMENT:

4.13 This Segment consists of projects and turnkey solutions for Boilers, Air Pollution Control Equipment, Sugar Plants & Machinery, Distilleries, Power Plants, Construction of Factories for Railways and Material Handling Systems.

4.14 In accordance with the recommendation of Accenture, the Company has reorganized the Project Execution activities as under:-

(i) Establishment of centralized Engineering Service Centre. This has enabled efficient utilization of skills and engineering resources.

(ii) Creation of Project Monitoring Mechanism managed by Project Procurement Managers and Project Engineering Managers.This was done to increase coordination between the Engineering, Procurement, Construction and Project execution teams to shorten the delivery of projects and to bring in other operational efficiencies.

BOILERS:

4.15 The Boiler Division continued to be a dominant player in the domestic market in its area of operation.

4.16 In a significant development, the Boiler Division has started executing of Straw Fired Boiler projects. These Boilers will control air pollution, a major initiative taken by the Government of India. It has already booked orders for two Rice Straw Fired Boilers. The technology and engineering support is by a European company. Zero Liquid Discharge policy for Distilleries continues to ensure increased demand for Slop (highly polluting distillery effluent) Fired Boilers and we have booked several orders for such Boilers.

AIR POLLUTION CONTROL EQUIPMENTS:

4.17 The Company had concluded technology tie-ups to cover almost the entire range of Air Pollution Control Equipment required for coal based power plants, as also some equipment for other industries such as Steel and Cement.

4.18 The Company secured two large value contracts from National Thermal Power Corporation (NTPC) for supply of Wet Flue Gas Desulphurization for removal of SOx. These orders will be executed on the basis of technology provided by Babcock Power, USA.

4.19 The Company could also win the first order for NOx control from an aluminum plant with the support of BHI FW, USA.

4.20 The Company continues to do well in the supply of Electrostatic Precipitators (ESP), with technology from Envirotherm GmbH, Germany.

SUGAR PLANTS & MACHINERY AND DISTILLERIES:

4.21 The Company continues to be the global leader for supply of Sugar Plants & Machinery by providing state-of-the-art equipment and systems.

4.22 The Company successfully commissioned two sugar plants of 5000 TCD each, in a record period of 12 months.

4.23 In view of the bio-ethanol policy declared by the Government of India for the Ethanol Sector, we are expecting good business for Distillery Plants. A few orders from renowned industrial groups are already under execution.

4.24 The Company was executing contracts to design, engineer, procure, construct, commission and deliver a Bio-refinery project in the Philippines. Due to manifestations of latent conditions leading to cost overrun and delay in completion of the project, the Company notified the customer that these risks were to their account.

The customer issued directions to continue with the project and started paying the additional cost to the sub-contractors directly. The project is substantially complete. The customer, however, on 30th January 2018, invoked Bank Guarantees amounting to approximatelyर 134 crore and wrongly terminated the contract, and also claimed damages.

4.25 The Company has referred the dispute to Arbitration under the Singapore International Arbitration Centre (SIAC), as per the terms of the contract with the customer. Actions required in connection with the arbitration, such as filing of claims and other documents, are being taken on a timely basis.

4.26 The hearing of the case is scheduled for September 2019.

4.27 The legal advice is that the Company has a good prospect of success in proving its claims against the customer and accordingly no provision has been made in the books of accounts.

CONSTRUCTION OF POWER PLANTS, FACTORIES, MATERIAL HANDLING SYSTEMS:

4.28 The Company successfully executed various projects for Captive Power Plants and received various orders including repeat orders in India and abroad.

4.29 We successfully completed construction of a Diesel Electric Multiple Unit (DEMU) workshop for the Indian Railways at Varanasi. Orders have further been secured for construction of Rail Coach Factories at Sonipat & Latur, and an Axle manufacturing facility at Yelahanka in Karnataka.

4.30 The Company has secured large value orders for projects for supply and erection of Material Handling Equipment. One such project involves the erection of 17 km of Pipe Conveyor System for transportation of coal between 3 coal mines and 2 power plants located in Maharashtra. The other project is for Bulk Material Handling and providing port cranes at Paradip Port.

4.31 An order has been booked for a Waste Water Treatment Plant for a 660 MW power plant at Obra, Uttar Pradesh for Zero Liquid Discharge.

MANUFACTURING OF MACHINERY & EQUIPMENT SEGMENT:

4.32 This Segment consists of manufacture of Presses, Process Equipments, Liquified Gas Containers, Tubing & Piping, Iron & Steel Castings, and Industrial Machinery.

4.33 In order to reduce cost of manufacturing operations, various measures were taken. Teams were constituted to do critical analysis and reduce non-value added activities. Examples of improvements in operations include implementation of CAM software on CNC Machines, HP Heater Dish End to Nozzle welding by automatic welding, and installation of Concerto software for efficient project schedule control. Gas pipelines have been laid down in all the manufacturing shops at Yamunanagar to reduce the cost of gases.

4.34 All these measures have resulted in improvement in productivity and this has contributed towards an increased output.

PRESSES AND CONTRACT MANUFACTURING:

4.35 It has been a good year for this business and profit improved significantly.

4.36 As reported in last years Board Report, the year began with a record order book. The order booking during the year under report was also good. In order to meet the delivery commitments, capacity was increased in a short period of time.

4.37 Export order booking was also good. Orders were booked from USA, Europe and South East Asia by adding new customers.

4.38 Due to higher quality requirements of sheet metal components by Vehicle Manufacturers, some good orders are expected from their ancillaries.

4.39 The technical collaboration with AP&T, Sweden for Hot Forming Hydraulic Presses will help in securing orders to meet new safety norms (crash testing) issued by the Automotive Research Association of India (ARAI).

4.40 The Company hopes to increase its market share in specialized Hydraulic Presses such as Die Spotting, high capacity Cold Forging Presses, Powder Compacting Presses, and specialized Defense Presses.

4.41 Standard Mechanical Presses (Gap Frame and Straight Sided Presses) produced at our Works at Bawal have very successfully penetrated the Auto Component Ancillaries and the White Goods sector. There is potential to export these Presses to North America and South East Asia. Apart from using the Canadian Subsidiary for stocking of these Presses, the Company has plans to stock these in Thailand and Indonesia for ready delivery.

4.42 A Gap Frame Press with Servo Controls was exhibited at the worlds leading Machine Tool Trade Show at Hannover, Germany.

4.43 The Engineering Excellence Centre set up by the Company was certified as an R&D Centre by the Department of Scientific & Industrial Research (DSIR), Government of India. A Servo Press with Synchronized Twin Motors developed by the R&D Centre was a path breaking achievement. This Press is currently under shipment to Europe.

4.44 The highlight of the year, as far as Contract Manufacturing is concerned, was the manufacture of high precision mechanical portion of a Proton Therapy Equipment to be installed at the Tata Memorial Hospital, Mumbai, for treatment of Cancer. Similar business is expected from other leading Medical Equipment manufacturers in the years to come.

4.45 We established an efficient production line for the production of High Precision Engine Blocks for Diesel Locomotives and supplied 26 such units during the year. As the Indian Railways have planned to discontinue Diesel Locomotives, we will explore the global market for this product.

PROCESS EQUIPMENT:

4.46 The order booking of this Division was good during the year under report.

4.47 Demand in the domestic refining, petrochemical, and fertilizer sectors continues to see positive movement due to grass-root and expansion projects, revival of old fertilizer plants, and energy saving investments.

4.48 Following are the highlights of the year:> Booked the largest single export order from USA for Heat Exchangers.

> Booked the first order for Screw Plug Exchangers with technology from our licensor, TEi, USA.

> Booked an order for a Heat Exchanger weighing 380 MT - the heaviest Heat Exchanger booked by the Company.

> Booked a breakthrough order for an Incinerator and a Waste Heat Boiler for a Sulphuric Acid Plant, to be supplied in modular construction.

> Booked the largest order for site fabricated columns for a Refinery.

In addition, orders were also booked for critical equipments for Fertilizer plants.

4.49 At the Works in Yamunanagar, a 720 mm thick tube sheet, as well as a titanium clad tube sheet, were drilled for the first time. Regasified Liquified Natural Gas (RLNG) was used for cutting of plates to reduce the cost of gases.

4.50 The Works in Yamunanagar was qualified for making Reactor Island Equipment for Nuclear Power Corporation of India Limited.

LIQUIFIED GAS CONTAINERS:

4.51 The Company continued to be the global leader for supply of Chlorine Ton Containers.

4.52 In order to cater to the increased demand, capacity was expanded by 30% during the year under report. On the export front, due to a boom in the Chlor Alkali industry in South East Asia, the Company booked large orders for containers certified by US Department of Transportation.

4.53 The first order for Stainless Steel Containers for the domestic market was successfully executed.

4.54 Container models were developed for the Russian and CIS markets.

TUBING AND PIPING:

4.55 Tubing and Pipe Spools fabrication shop achieved highest ever production level in the year under report.

4.56 Some of the prestigious orders executed during the year were Super Heater Coils for a 660 MW project being executed by an EPC company, Tube Bundles for Refineries, and Pipe Spools for the Oil & Gas sector.

IRON CASTINGS:

4.57 The Company started with a heavy order book in the current year.

4.58 The Iron Foundry caters largely to the Soda Ash, Tool and Die and Paper industries. These industries exhibited growth during the year under report and demand for them enabled the Division to achieve record billing.

4.59 Major success was achieved on the export front by booking large value orders from the Soda Ash industry from European markets.

4.60 Expansion of capacity is underway in the existing Iron Foundry. However, due to space constraints, further additional capacity is being created at Muzaffarnagar where Steel Foundry Unit is also located.

STEEL CASTINGS:

4.61 As reported in last years report, there were positive signs in the market and the unit was able to book good orders.

4.62 The Unit is being expanded in order to meet shorter deliveries of the castings.

4.63 The Unit booked its first orders from USA, prestigious orders from Japan and from European markets.

4.64 It successfully executed its first order for Inconel grade Castings and also received orders for Super Critical Grade P92 material developed last year.

4.65 The electrical connection was upgraded from 11 KV to 33 KV. In addition to uninterrupted electric supply, there would be a 10% saving on cost of power.

4.66 Machine Shop at the unit is being equipped to supply Finished Machine Castings in the very near future.

4.67 The Unit is expected to do better in the current year and have a higher turnover.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS ALONG WITH DETAILED EXPLANATIONS:

4.68 Details of significant changes in key Financial Ratios is enclosed as Annexure-1

5.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND JOINT VENTURE COMPANIES:

(A) SARASWATI SUGAR MILLS LIMITED (WHOLLY OWNED SUBSIDIARY COMPANY):

(1) As reported in last years Board Report, the all India sugar production during the season 2017-18 was 325 lakh tonnes whereas consumption was 254 lakh tonnes. This resulted in high carryover of stock.

(2) The Central as well as State Governments, in order to help the Sugar Industry, took various measures, which improved financial position of the sugar mills.

Measures taken by the Central Government:-

(i) Import Duty on sugar was increased from 50% to 100% with effect from 6th February, 2018;

(ii) The mills were directed to export 50 lakh tonnes of sugar produced during season 2018-19, according to the quota allocated to each mill, by 30th September, 2019. The loss resulting to mills from export was proposed to be compensated by way of:-

(a) cane subsidy ofर 13.88 per quintal of cane crushed;

(b) transport subsidy.

The compensation is payable to sugar mills subject to compliance of all the orders issued by the Food Ministry, Government of India.

(iii) Re-introduction of the Release Mechanism on 7th June, 2018 under which each factory is not allowed to sell more than the released quota of sugar in the domestic market in a particular month.

(iv) For the first time the Central Government notified Minimum Sale Price (MSP), below which sugar mills are not allowed to sell sugar. The MSP, which was fixed atर 29/- per kg with effect from 7th June, 2018, was revised toर 31/- per kg. with effect from 14th February, 2019.

(v) Creation of Buffer Stock of 30 lakh tonnes of sugar for a period of one year from 15th June 2018. Each sugar mill to get financial assistance on the quantity of Buffer Stock allocated, multiplied byर 29 per kg., as under:-

(a) Interest at 12% p.a. or as actual rate payable by each mill, whichever is less;

(b) Insurance and storage expenses at 1.5% p.a.

(vi) Announcement of scheme of soft loan equivalent to 10.55% of the value of sugar, atर 31 per kg., produced in season 2017-18. Your factory will get loan of 66.66 crore on which interest subvention @ 7% p.a. will be given for a period of one year from the date of disbursement.

Measures taken by the State Government:

(i) The Haryana State Government, to enable payment of sugarcane price, gave subsidy ofर 28.31 crore for the season 2017-18 andर 35 crore (approximately) for the season 2018-19 to your factory.

(ii) The revenue from operation wasर 624 crore againstर 819 crore in the preceding year due to less quantity of sugar sold as well as low prices of sugar and its by-products, i.e. molasses and bagasse, as a result of higher availability of sugarcane.

Factory Working:

(3) The cane availability was affected due to lower yield because of agro climatic reasons such as excessive and late rains and reduction in the area under sugarcane.

(4) Haryana Government increased the sugarcane prices byर 10 per quintal for the season 2018-19. With the result, like earlier years, Sugar Mills in Haryana paid the highest cane price in India. The comparative sugarcane prices in Haryana and Uttar Pradesh are as under:-

Variety

Haryana

Uttar Pradesh

Season Season Season Season
2018-19 2017-18 2018-19 2017-18
( per Quintal) ( per Quintal) ( per Quintal) ( per Quintal)
Early 340 330 325 325
Mid 335 325 315 315
Late 335 320 315 315

(5) The working of the sugar factory has been very good. There was an improvement in the average crushing rate. The stoppages and steam consumption were also less as compared with the preceding year. The sugar recovery is marginally lower than the preceding season due to lodging (falling) of cane as a result of excessive late rains accompanied by high velocity winds and hailstorms.

(6) The Statistical position is given below:-

Particulars

Sugar Season (October to September)

Saraswati Sugar Mills (SSM) 2018-19 2017-18
Date of Start of Crushing Operations by SSM 20.11.2018 21.11.2017
Date of Close of Crushing Operations by SSM 13.05.2019 27.05.2018
Cane Crush by SSM (Lakh Tonnes) 16.60 17.69
Recovery (%) 11.49 11.50
Production of sugar by SSM (Lakh Tonnes) 1.91 2.03
All India

Sugar Season (October to September)

Production of Sugar (Lakh Tonnes) 330* 325
Consumption of Sugar (Lakh Tonnes) 260* 250

*These are estimated, as the sugar season is yet to close.

(7) In addition to the aforesaid measures announced by the Central Government to take care of the increased sugar production, the Government announced a scheme for extending loans for the expansion of existing, and setting up of new Distilleries to produce Ethanol. The scheme involves subvention of interest at the rate of 6% p.a. on the loan sanctioned for a period of five years. Your Company has decided to set up a Distillery and has taken preliminary steps such as submitting of an application for environment clearance.

Next Season:

(8) Subject to the normal vagaries of agriculture we expect to have the same quantity of cane next year.

(9) The closing stock of sugar at the end of the season 2018-19, after taking into account the quantity likely to be exported, will be at an all time record. In view of this, sugar prices are not likely to improve.

(B) ISGEC HITACHI ZOSEN LIMITED (SUBSIDIARY AND TOINT VENTURE COMPANY):

(1) The revenue from operations is less during the year as compared with the preceding year. This is due to low order backlog at the start of the year as a result of adverse market conditions. The situation improved substantially during the year and the company has booked orders for more thanर 500 Crore, which is a record. The order book includes prestigious order for overseas projects for Vanadium Modified Steel Reactors for ExxonMobil Antwerp Refinery Project and crude column, vacuum column and Product fractionator of Thai Oil Project.

(2) In spite of lower revenue, the company could make a little profit against loss, which was expected at the beginning of the year.

(3) Our on-time delivery performance during the year was good and the customers have appreciated the same.

(4) During the year, the Company has also undertaken repair and maintenance work during the Shut downs of key equipment at customers site. We have successfully completed such work for Chambal Fertilizers & Chemical Ltd., and Kanpur Fertilizer & Cement Ltd.

(5) The market condition continues to be good due to new refinery, petrochemical and fertilizer projects in India, South East Asia and Middle East Asia.

(C) ISGEC TITAN METAL FABRICATORS PRIVATE LIMITED (SUBSIDIARY AND TOINT VENTURE COMPANY):

(1) The Company did well during the year under report. The revenue from operations more than doubled as compared to the preceding year.

(2) The Company could book good orders. These included orders for equipment made of Inconel, Titanium and Zirconium domestic as well as for export.

(3) With the strong backing of Titan Metal Fabricators, USA, the Joint Venture Partner, and training provided by them, we qualified to bid for a Zirconium Clad Reactor, Zirconium Column, and Zirconium Coiled Vessel for a Formic Acid Plant.

(D) ISGEC FOSTER WHEELER BOILERS PRIVATE LIMITED (SUBSIDIARY AND TOINT VENTURE COMPANY):

(1) The Company continue to do well and expanded its capacity.

(2) In the coming year, the Company is likely to be awarded more business as compared with the previous year. The Company is, therefore, planning to further expand its engineering capacity by increasing the manpower as well as purchasing more hardware and software.

(3) The Company is also enhancing its engineering capability to handle additional work in new disciplines like Process Engineering, Electrical Instrumentation Control and Civil Structural Steel Engineering and to also perform Basic Engineering in addition to Detail Engineering in many of these Engineering disciplines.

(E) ISGEC REDECAM ENVIRO SOLUTIONS PRIVATE LIMITED (SUBSIDIARY AND TOINT VENTURE COMPANY):

(1) This is the second year of operation of the Company.

(2) As mentioned in the Report for the last year, the Company offered solutions for pollution control, viz. Bag Filters, Hybrid Filters, Electrostatic Precipitators (non fossil fuel), Dry Flue-Gas desulfurization units for DeNOx applications in the industrial segment.

(3) With training and knowledge sharing by Redecam Group S.p.A, Italy, the Joint Venture Partner in the Company, the Company could execute its orders efficiently.

(4) In the coming years the products are likely to have more demand as air pollution norms are likely to get tightened. The Company is preparing itself to deal with it and is poised for further growth during the current year.

(F) OTHER WHOLLY OWNED SUBSIDIARY COMPANIES:

(i) Free Look Software Private Limited, Isgec Export Limited and Isgec Covema Limited:

There was no commercial activity during the year.

(ii) Isgec Engineering & Projects Limited:

There was no commercial activity during the year except letting out of property at Kasauli.

6.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

6.01 Four Board Meetings were held during the year, ended 31st March, 2019.

7.00 DIRECTORS RESPONSIBILITY STATEMENT:

7.01 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year 2018-19, the applicable Accounting Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8.00 INDEPENDENT DIRECTORS:

8.01 All the Independent Directors have furnished declarations that each of them meets the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

9.00 POLICY ON DIRECTORS APPOINTMENT/ REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

9.01 The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, a policy relating to the remuneration for the key managerial personnel and other employees. While formulating the policy, the Committee will ensure that:-

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Committee policy is available on the website of the Company http://www.isgec.com/pdf/The-Nomination-and-Remuneration-Committee-Policy.pdf

10.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:

10.01 There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board.

10.02 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

11.00 PARTICULARS OF LOANS / GUARANTEES / INVESTMENTS:

11.01 Particulars of Loans given, Investments made, or Securities provided under Section 186 of the Companies Act are annexed as Annexure-2.

12.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

12.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company.

12.02 All contracts, arrangements and transactions entered by the Company during the financial year with related parties were in its ordinary course of business and were on arms length basis.

12.03 Members may refer to note 47: Related Party Disclosures pursuant to Indian Accounting Standard, to the Standalone financial statement for particulars of contracts or arrangements with related parties.

13.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

13.01 There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

14.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

14.01 The required information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-3.

15.00 RISK MANAGEMENT POLICY:

15.01 The Board has developed and implemented a Risk Management Policy for the Company, including for identifying elements of risk, which in the opinion of the Board may threaten the existence of the Company. In terms of the Policy, a detailed risk review is done by Unit Level Committee or Corporate Level Committee (depending upon value of the order) before accepting any order. All the terms and conditions, both financial and technical, are reviewed. All steps are taken to mitigate risks.

15.02 In addition, the Board has laid down a Foreign Exchange Risk Management Policy, which is implemented for hedging Forex risk.

15.03 The Company also takes adequate insurance to protect its assets.

16.00 CORPORATE SOCIAL RESPONSIBILITY:

16.01 The Company has a Corporate Social Responsibility Committee of the Board of Directors as under:-

S.No Name of the Committee Member

Position
1. Mr. Ranjit Puri (DIN: 00052459) Chairman
2. Mr. Aditya Puri (DIN: 00052534) Member
3. Mr. Vinod Kumar Sachdeva (DIN: 00454458) Member

16.02 In addition to the amount ofर 19.59 lakhs pertaining to the previous year, the Company was required to spend a further amount ofर 437.30 lakhs for the year ended 31st March, 2019 i.e. an aggregate amount ofर 456.89 lakhs.

16.03 The Company has spentर 445.88 lakhs as under:-

a) On Social Projects, including expenditure in areas around Yamunanagar, Delhi :र 410.88 lakhs
b) Contribution to Prime Ministers National Relief Fund :र 35.00 lakhs
Total :र 445.88 lakhs

16.04 Balance amount ofर 11.01 lakhs, will be spent during the current year in accordance with the CSR Policy of the Company.

16.05 The annual report on Corporate Social Responsibility is given in the prescribed format annexed as Annexure-4.

17.00 ANNUAL EVALUATION BY THE BOARD:

17.01 On the recommendation of the Nomination and Remuneration Committee, the Board has finalized the Evaluation Process to evaluate the entire Board, Committees, Executive Directors and Non-Executive Directors.

17.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors.

17.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

18.00 ANNUAL RETURN:

18.01 The Annual Return is available on the website of the company at www.isgec.com .

19.00 DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

19.01 Mrs. Shivani Hazari (DIN: 00694121) was appointed as an Additional Independent Director on the Board as on February 9, 2019 and her appointment as an Independent Director was approved by members of the company by way of ordinary resolution passed through postal ballot on March 16, 2019.

20.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

20.01 Isgec Canada Inc. was incorporated as a wholly owned Subsidiary Company in Ontario Canada on March 20, 2017. Equity capital was contributed to this company on September 4, 2019. This company acquired Eagle Press & Equipment Co. Ltd. and its group company and amalgamated itself on 18.09.2018

21.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

21.01 There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

22.00 INTERNAL FINANCIAL CONTROLS:

22.01 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.

23.00 COMPOSITION OF AUDIT COMMITTEE:

23.01 The composition of Audit Committee is as below:-

S.No Name of the Committee Member Position
1. Mr. Vinod K. Nagpal (DIN: 00147777) Chairman
2. Mr. Arun Kathpalia (DIN: 00177320) Member
3. Mr. Aditya Puri (DIN: 00052534) Member

23.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.

24.00 REPORT ON CORPORATE GOVERNANCE:

24.01 Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure-5.

25.00 CONSOLIDATED FINANCIAL STATEMENTS:

25.01 In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report.

25.02 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in form AOC-1 containing salient features of the financial statements of the subsidiary companies is attached as Annexure-6.

26.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013:

26.01 Disclosures regarding remuneration as required under Section 197 (12) of the Companies Act, 2013 are annexed as Annexure-7.

26.02 Annexure giving certain details about the employees, in receipt of remuneration of not less than one core and two lakh rupees throughout the financial year or eight lakh and fifty thousand rupees per month during any part of the year, is not annexed with the Boards Report. In accordance with Section 136 (1) of the Companies Act, 2013 the Annexure is available for inspection by any member at the registered office of the Company during working hours, 21 days before the date of the AGM.

27.00 VIGIL MECHANISM:

27.01 The Company has established a Vigil Mechanism for Directors and Employees in accordance with Subsection (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism has been disclosed on the website of the Company.

28.00 MAINTENANCE OF COST RECORDS:

28.01 Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the provision of maintenance of cost records is applicable on the Company, accordingly the cost accounts and records are made and maintained by the Company.

29.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

29.01 The Company has in place a Policy of Prevention on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment.

30.00 SECRETARIAL AUDIT REPORT:

30.01 The Board of Directors of the Company has appointed M/s. Pramod Kothari & Co., Company Secretaries, to conduct the Secretarial Audit.

30.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. Pramod Kothari of M/s. Pramod Kothari &Co, Company Secretaries, is annexed as Annexure-8.

31.00 SECRETARIAL STANDARDS

31.01 The Company complies with all applicable secretarial standards.

32.00 PERSONNEL:

32.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

33.00 INDUSTRIAL RELATIONS:

33.01 Industrial relations remained peaceful.

34.00 ACKNOWLEDGEMENTS:

34.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities and the Shareholders for their continued co-operation and support to the Company.

34.02 With these remarks, we present the Accounts for the year ended March 31, 2019.

BY ORDER OF THE BOARD
Vinod K. Nagpal Aditya Puri Sidharth Prasad
Director Managing Director Director
DIN: 00147777 DIN: 00052534 DIN: 00074194

Place: Noida

Date: May 29, 2019