K C P Ltd Directors Report.

Your Directors take pleasure in presenting their 78th Annual Report of the company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

1. Financial Results:

Rs. in Lakhs

Particulars

For the year ended

For the year ended

31-03-2019 31-03-2018 31-03-2019 31-03-2018

Stand Alone

Consolidated (GROUP)

Revenue from Operations 114,117 105,208 166,057 151,251
Profit for the year (PBDIT) 14,054 19,669 23,789 25,558
Less: a) Interest and Finance charges 3,381 3,529 3,871 4,234
b) Depreciation 5,193 4,903 7,562 7,051
Profit before Tax 5,480 11,237 12,357 14,273
Tax Expense 1,529 3,110 1,529 3,112
Profit for the Year 3,951 8,127 10,828 11,161
Add : Share of Profit from Joint Veture 157 105
Less : Non-Controlling Share of Profit 2,762 2,315
Profit / (Loss) after Non controlling interest 3,951 8,127 8,222 8,952
Other Comprehensive Income (OCI) -207 -27 928 -363
Add : Share of OCI from Joint Venture -29 -30
Less : Non-Controlling Share of OCI 382 -102
OCI after Non controlling share -207 -27 517 -291
Total Comprehensive Income (TCI) 3,745 8,100 11,884 10,873
Less : Non-Controlling Share of TCI 3,144 2,213
Total Comprehensive income after minority interest 3,745 8,100 8,739 8,661

2. Indian Accounting Standards (IND AS)

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

3. Dividend

The Board has recommended for the approval of the shareholders at the ensuing Annual general Meeting a dividend of Re 1/- per share (100% on paid-up share capital).

4. Transfer to Reserves

The company has not transferred any amount to the reserves for the year ended March 31, 2019.

5. Share Capital

The paid up Equity Share Capital as on March 31, 2019 is Rs.12,89,21,160 During the year, the Company has not issued any shares or convertible securities. The Company does not have any Scheme for issue of shares including sweat equity to the employees or Directors of the Company.

No disclosure is required under Section 67(3)(c) of the Act, 2013 as the provisions of the said Section are not applicable

6. Credit Rating

CRISIL has reaffirmed the ratings of the Company for the bank loan facilities and other debt facilities as detailed below.

Long Term Rating CRISIL A-/Positive (Outlook revised from Stable and rating reaffirmed)
Short Term Rating CRISIL A2+ (Reaffirmed)
Non-Convertible Debentures CRISILA-/Positive (Outlook revised from Stable and rating reaffirmed)
Fixed Deposits FA/Positive (Outlook revised from Stable and rating reaffirmed)

7. Fixed Deposits:

The total amount of Fixed Deposits outstanding as on 31st March, 2019 was Rs.8696.49 lacs as compared to the amount of Rs.8740.48 lacs as on 31-3-2018. As on 31st March, 2019, Fixed Deposits matured and remained unclaimed were Rs.426.25 lacs from 296 depositors. As on the date of this report, Fixed Deposits relating to 73 Depositors amounting to Rs.129.51 lacs have been renewed and Fixed Deposits of Rs.95.89 lacs of 18 depositors repaid.

Depositors have been intimated regarding the maturity of deposits with a request to either renew or claim their deposits. As per the provisions of Section 125 of the Companies Act, 2013, deposits remaining unclaimed for a period of seven years from the date they became due for payment have to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, during the year, an amount of Rs. 1.62 Laksh towards unclaimed deposits and Rs. 2.1 Lakhs towards Stale cheque unclaimed on deposits has been transferred to the IEPF.

8. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Notes to Financial Statements.

9. Management Discussion & Analysis report:

In terms of the provisions of Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis forms part of this Report and all matters pertaining to Industry structure and developments, opportunities and threats, segment/product wise performance, outlook, risks and concerns, internal control and systems, etc are discussed in this report.

10. Line 2 Expansion of Brown field cement project, Muktyala:

The Company has commenced the operation of Brown Field Cement Project at Muktyala and the details are provided in Management discussion and Analysis

11. Particulars of Contracts or Arrangements with Related Parties:

The Company has developed a Policy on Related Party Transactions and all transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the Executive Chairman and the CFO.

The details of contracts or arrangements entered with the related parties along with the Justification is provided in Form AOC 2 as Annexure- 6 of this report.

There were no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company.

Mr. Ravi Chitturi, appointed as Chief Operating Officer of engineering unit has not joined during the year ended 31st March, 2019 due to his preoccupation.

No whole time Director or Managing Director of the company is in receipt of any salary or Commission from Subsidiary company in terms of Section 197(4) of the Companies Act, 2013.

12. Corporate Social Responsibility (CSR)

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Women empowerment, Health, Water and Sanitation. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The Company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at www.kcp.co.in .

The Companys CSR Policy as stated earlier is in alignment with the requirements of the Act. The CSR Policy Statement and Report on the activities undertaken during the year is annexed to the Boards Report as Annexure 3.

Details of various social projects and initiatives undertaken as part of our Corporate Social Responsibility are given in report on CSR activities which forms part of this Annual Report.

13. Risk Management

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the organization at various levels, including documentation and reporting.

The Board of Directors of the Company has formed a Risk Management Committee (even though not mandatory) to monitor the risk management plan for the Company and ensuring its effectiveness. The key risks identified by the Company and their mitigation measures are as under:

Raw Materials: Limestone being one of the primary raw materials used in the manufacture of cement, it is imperative for the Company to ensure its uninterrupted long-term availability.

As per the Mines and Minerals (Development & Regulation) Amendment Act 2015 (MMDR),mining leases granted before the commencement of the Act, for captive use are available to the Company till the completion of their existing period of lease. Going forward the new mining leases will be allotted for a period of fifty years through fresh auctions.

To address the risks of raw material availability, the Company has taken various measures to augment resources by initiating the process for participating in auctions with a view to securing new mining leases for its existing plants as well as for its expansions at different locations, bearing in mind that limestone is a gradually depleting natural resources.

Cyber Security: With increased reliance on IT systems and the widespread usage of internet for doing business there is a constant threat to the Companys sensitive data assets being exposed to unethical hacking and misuse. The ramifications from cyber-attacks may not only be confined to mere loss of data but may also result in business and reputation loss.

The Indian Government having recognized the cyber risks, has also introduced tighter Cyber Security laws.

Responsibilities have been entrusted to the Directors of the Company under the Companies Act, 2013 to take appropriate steps to ensure cyber security.

The Companys cyber security management framework aligns with industry standards and regulations.

The Company has adequate processes and systems in place to review on a regular basis the cyber security risks.

Legal Risks: The risks arising out of pending legal cases are reviewed on a regular basis by the Board from the perspective of probability of imposition of heavy penalty or receiving adverse orders which could have a high financial and/or reputational impact on the Company.

All-important cases are closely monitored by the Company and a broad strategy is outlined for effective management of litigation related risks..

Financial risk:

The financial risk for your Company emanates from fluctuations in interest rate, exchange rate and commodity prices. Your Company has well defined policies for foreign exchange, treasury investments, interest rate and imported coal hedging. The policies are reviewed periodically to align with the changes in financial market practices and regulations.

Regarding Capital Management, the Company regularly considers alternative financing opportunity to diversify its debts profile, reduce interest costs and align maturity profile of its debt commensurate with life of the assets and closely monitors its judicious allocations among competing capital expansion projects to capture market opportunities at minimum risk.

Competition Risks:

The Cement Industry is becoming intensely competitive with the foray of new entrants and some of the existing players adopting growth strategies. To mitigate this risk, the Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand equity / visibility and enlarge product portfolio and service offerings.

The Risk Management Committee of the Board was appraised of steps taken to mitigate the above said risks.

Risks, Concerns and Threats

The Company has formulated a Risk Management Policy, which is available on company website www.kcp.co.in . .

14. Internal controls system and their adequacy

The internal financial controls within the Company are commensurate with the size, scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The Company has robust policies and procedures which, inter alia, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors and the Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, and timely preparation of reliable financial disclosures.

15. Vigil mechanism / Whistle blower policy

We have over the years established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behaviour. Whistle blower policy is the vigil mechanism instituted by the Company to report concerns about unethical behaviour in compliance with the requirements of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Companys Code of Conduct and/or Ethics Policy. Details of the Whistle blower policy have been disclosed on its Companys website www.kcp.co.in .

16. Subsidiary, Associate and Joint venture companies Joint venture

Our company has a joint venture company Fives Cail KCP Limited.

Subsidiary Company:

Your Company does not have any Indian Subsidiary company.

KCP Vietnam Industries Limited, Vietnam is the material subsidiary as per the thresholds laid down under the SEBI Listing Regulations.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries in line with the SEBI Listing Regulations as amended and the Policy has been uploaded on the Companys website. www.kcp.co.in .

Pursuant to Section 129 (3) of the Companies Act, 2013 and Ind -AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiary.

In terms of provisions of Section 136 of the Companies Act, 2013, separate audited accounts of the subsidiary companies shall be available on its website at www.kcp . co.in. The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing Annual General Meeting (AGM).

The Audit Committee and Board review the financial statements, significant transactions, working and the financial results of the subsidiary company in Vietnam, KCP Vietnam Industries Limited.

There is no material change in the nature of the business of the subsidiary. A statement containing brief financial details of the subsidiary and Joint venture company is included in the Annual Report in Form AOC 1 as Annexure 5.

No company ceased to be its Subsidiary, joint venture or associate company during the year

17. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed as Annexure 4 which forms an integral part of this Report and Form MGT 7 is also available on the Companys website viz. www.kcp.co.in .

18. Human resources / industrial relations

Our Company continuously focus on people related programmes aimed at attracting, developing and retaining talent within organisation by way of:

a) Employee Engagement - Company enjoys high engagement levels from its employees which is reflected in its consistently improving performance. Company continuously aims to enhance the engagement levels of its people by ensuring that its business practices are in alignment with the holistic growth and development of its people which drives them to be actively engaged with the Company.

b) Talent Management - Company is continuously working on strengthening and building talent in its Human Resources management team for supporting its growth.

c) Work Environment - Company provides a congenial work atmosphere where every employee enjoys his work and It works on creating people practices which makes it the best place to work for everyone.

d) Occupational Health & Safety

Safety of employees and workers is of utmost importance to the Company. To reinforce the safety culture in the

Company, it has identified occupational Health & Safety as one of its focus areas. Various training programmes have been conducted at the plants.

The Company continuously undertakes initiatives aimed at providing a healthy and safe workplace to its people.

Company regularly conducts Safety Audit to identify and eliminate potential safety risks through an objective assessment of various equipments. Further, Mock drills on emergency preparedness are conducted to meet any contingency.

Industrial Relations

Employee Relations at all the Units and divisions of the company remained cordial.

19. Sustainability

Companys sustainability initiatives are focussed on low carbon emission, use of alternate fuels, water & resource conservation and environment management. Focus on sustainability is manifested in the Company being recognised as one of the most efficient cement manufacturing organisation with low energy consumption levels, use of alternative fuel and raw materials, low GHG emissions, etc.

20. Report under the Prevention of Sexual Harassment Act

Pursuant to the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace, All women, permanent, temporary or contractual including those of service providers are covered under the policy and an Internal Complaints committee has been formed to redress the complaints. There were no complaints reported during the year.

21. Directors and KMP

Sri.V.Gandhi, Technical director of the company has retired from the services of the company and resigned as Technical Director of the company with effect from 151 April, 2019.

As per the provisions of section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Dr. V.L. Dutt, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment and the requisite details in this connection is contained in the notice convening the meeting and the Corporate Governance Report.

Sri. O. Swaminatha Reddy, Independent Director of the company has conveyed his intention not to seek reappointment for second term.

Nomination and Remuneration committee has recommended for the re-appointment of Sri. V.H. Ramakrishnan, Sri. Vijay Sankar, Sri. P.S. Kumar and Sri. M. Narasimhappa as independent directors of the company for second term of 5 consecutive years.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and also comply with Regulations 16 and 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for reappointment.

A brief resume of the Director proposed to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, committee memberships/ chairmanships, their shareholding in the company etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the company (AGM).

The Directors recommend their re-appointments at the ensuing AGM.

22. Disclosure on Audit Committee

The Audit Committee as on March 31, 2019 comprises of the following Directors:

Sri.O.Swamintha Reddy (Chairman upto 28.05.2019), Smt. V. Kavitha Dutt, Joint Managing Director, Sri V.H. Ramakrishnan, Sri. Vijay Sankar, Sri. P.S. Kumar (Chairman from 29.05.2019) and Sri. M. Narasimhappa are members of the committee.

All recommendations of Audit Committee were accepted by the Board of Directors.

23. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments 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 this report.

24. Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. K.S. Rao & Company Chartered Accountants, (Firm Registration No.003109S) Hyderabad have been appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 74th Annual General Meeting until the conclusion of 79th Annual General Meeting of the Company on such remuneration as may be decided by the Board on the recommendations of Audit Committee of the Company.

The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017 notified on May 7, 2018.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

25. Cost Auditors and their Report

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s Narasimhamurthy & Co, Cost Accountants, Hyderabad and M/s Mahadevan & Co, Chennai as the Cost Auditors for the Cement and Engineering units for the year 2018-19 were re-appointed as Cost Auditors for the financial year 2019-20 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2017-18 of M/s Narsimhamurthy & Co, Cost Accountants, Hyderabad and Mahadevan & Co, Chennai, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs within the due date.

26. Secretarial Auditors and their Report

As required under Section 204 of the Companies Act, 2013 and Rules Thereunder, the Board has appointed Mrs. Sobana Pranesh, Practising Company Secretary as Secretarial Auditor of the Company for financial year 20192020.

The Secretarial Audit Report submitted by her in the prescribed form MR- 3 is attached as Annexure- 7 to this Report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2018-19.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 and rules made there under.

27. Policy on Directors Appointment and Remuneration and Other Details

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP the Board has on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration and also framed the criteria for determining qualifications, positive attributes and independence of directors. The Remuneration Policy and criteria for Board nominations are available on the Companys website at http://www.kcp.co.in/investors/Policies-Codes

28. Policy on Directors appointment and Policy on remuneration

The Board shall have minimum 6 and maximum 14 directors, unless otherwise approved. The Company shall have such person on the Board who complies with the requirements of the Companies Act, 2013, SEBI Regulations, Memorandum of Association and Articles of Association of the Company.

Composition of the Board shall be in compliance with the SEBI Regulations. Majority of the Directors shall have specialised knowledge/experience in the areas like Banking, Accountancy, Finance, etc.

The Company has constituted the Nomination and Remuneration committee, which has formulated the criteria for determining qualifications, positive attributes and independence of Directors and recommended a Remuneration policy to the Board Except for the Executive Chairman, Managing Director, Joint Managing Director and Technical Director, no other directors are paid remuneration, but are paid only sitting fees.

The Executive Chairman, Managing Director, Joint

Managing Director and Technical Director are paid remuneration as approved by the Shareholders as per the applicable provisions of the Companies Act, 2013 and rules made there under but are not paid sitting fees.

The Executive Chairman, Managing Director, Joint

Managing Director, Company Secretary and Chief Financial

Officer shall be the Key Managerial Personnel (KMPs) of the Company.

All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Independent Directors are not entitled for ESOPs.

Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

29. Familiarization program for independent Directors:

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issued a formal letter of appointment outlining his role, function, duties and responsibilities. The format of the letter of appointment is available on the website. www.kcp.co.in .

30. Board Evaluation

In accordance with the Companies Act, 2013 and Listing Regulations, the Board has carried out evaluation of its own performance, the performance of Committees of the Board and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been given in the Corporate Governance Report.

31. Number of Meetings of the Board

5 (Five) Meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report.

32. Corporate Governance

The report on corporate governance along with a certificate from the Statutory Auditors as required under the Listing Regulations is annexed to this Report. The report also contains the details required to be provided on the board evaluation, remuneration policy, implementation of a risk management policy, whistleblower policy /vigil mechanism etc.

The Executive chairman and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) read with Schedule II of Part B of the Listing Regulations.

33. Transfer to the Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("the Rules") all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further according to the Rules, the shares in respect of which dividend has not been encashed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will be transferred as per the requirements of the IEPF rules, details of which are provided on our website, at http:// www.kcp.co.in/investor/Unpaid-Unclaimed-Dividend .

34. Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 and the rules made there under, as amended, has been given in the annexure appended hereto and forms part of this report as Annexure 1.

a) The ratio of the remuneration of each director to the median employees remuneration for the financial year and such other details as prescribed is as given below:

Name of the Director Director remuneration (Rs. Lakhs) Median employees remuneration (Rs. Lakhs) Ratio
Dr.V.L. Dutt - Executive chairman 242.49 5.00 48:1
Dr.V.L. Indira Dutt - MD 181.87 5.00 36:1
Smt. V. Kavitha Dutt - JMD 147.31 5.00 29:1
Sri.V.Gandhi - TD 145.19 5.00 29:1

b) The percentage increase/ (decrease) in the median remuneration of employees in the Financial Year: (8.16)

c) The number of permanent employees (Management staff) on the rolls of company: 554

d) If remuneration is as per the remuneration policy of the company: Yes

35. Significant and Material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Particulars regarding Conservation of Energy, Technology absorption and Foreign exchange earnings and outgo.

36. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure- 2 to this Report.

37. Other Disclosures

A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an intergral part of this annual report.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

38. Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Acknowledgements

The Board of Directors wishes to place on record their gratitude to the Central Government, State Governments, Companys Bankers, Customers, dealers and other business associates for the assistance, co- operation and encouragement they extended to the Company.

Your Directors wish to whole heartedly thank the employees for their sincere and devoted contribution to the companys continued performance. Your Directors are thankful to the shareholders and deposit holders for their continued patronage.

For and on behalf of the Board of Directors

Place: Chennai (V.L. DUTT)
Date: 29th May, 2019 Executive Chairman