Moser Baer (India) Ltd Directors Report.

Dear Shareholders,

Your Directors do hereby present their 34th Annual Report on the business and operations of the Company together with the Audited Financial Statement for financial year ended 31st March, 2017.

Financial Results (Standalone Operations)

Particulars (Rupees in Million)
Year ended March 31, 2017 Period ended March 31, 2016
(Twelve Months) (Fifteen months)
Gross Sales, Service Income and other Income 5,610 7,804
Profit /(Loss) before Depreciation, Interest and Tax but after Prior Period Items (358) (700)
Depreciation / Amortization 621 1,061
Interest and Finance Charges 2,126 2,744
Profit / (Loss) before Exceptional Items and Tax (3,105) (4,505)
Exceptional Items (8,034) (2,532)
Profit / (Loss) before Tax (11,139) (7,037)
Tax Expenses - -
Profit / (Loss) after Tax (11,139) (7,037)
Profit / (Loss) Carried Forward from Last Year (23,605) (16,457)
Depreciation adjustment against reserves - (111)
Profit/(Loss) Carried forward to Balance Sheet (34,744) (23,605)

Operations

Gross Revenues for the financial year ended March 31, 2017 stood at INR 5,610 million, Loss before depreciation/ amortisation, interest, exceptional items and tax stood at INR (358) million.

Market Environment and Outlook

Storage Media Business

During the financial year ended March 31, 2017, liquidity challenges continued to persist impacting operations. In the second half of the fiscal, the domestic business was additionally impacted by the effects of demonetization which resulted in short term economic pressures but is expected to result in structural changes which will be beneficial in the long term. While Average Selling Prices (ASPs) held strong during the year, the volumes were negatively impacted. However, the Company has been consistently working on improving cost efficiencies across the entire value chain.

Regulatory action by the Government of India against dumping of USB drives by players from select countries and the support of a key OEM customer has allowed Moser Baer the opportunity to build back its market share in this segment through sale of the Moser Baer and other OEM branded products.

Moser Baer continues to remain one of the leading players in the global Storage Media industry both in terms of low cost mass manufacturing and in offering a wide range of high quality products. Our strong focus on quality and service has resulted in continued business alliances with leading OEMs across the world.

During the year, the Company undertook several steps aimed at lowering its overheads and aligning resources with the current level of operations. Further consolidation of operations in the Greater Noida facility is being implemented which will result in lower power consumption and reduced fixed overheads. The company continued to right size its employee base to current level of operations. These steps are expected to set the company back on a revival path in the near to medium term.

In the medium term, the Optical Media industry is expected to continue to witness overall volume decline globally. The trend is more accelerated in the developed economies. However, emerging markets such as Africa, Eastern Europe and parts of Asia would continue to remain stable with pockets of growth in DVD and Blu-ray formats.

In the near future, the Solid State Media segment is expected to continue to exhibit a healthy growth trend, given the market demand, regulatory action against predatory imports, strong relationships with OEM customers and a strong brand equity that Moser Baer enjoys in India, and is limited only by the current liquidity constraints.

The Company continues to focus on product innovation, while upholding its high quality standards, increasing in its cost competitiveness and widening its distribution network.

Solid State Lighting

The company had ventured into the Solid State Lighting business some time ago as a strategic initiative to build a potential new business growth segment by leveraging its existing manufacturing facilities and capabilities. During the year, the Company moved further, despite constraints, towards establishing itself as a key player in the Indian LED market, with a large number of B2B clients and an initial foray into the B2C segment.

We continue to produce LED lighting products in our manufacturing facility (with imported LED Chips and a few other components), while leveraging our existing asset and skill base. We will however continue to work with outsourced contract manufacturers also to manufacture select LED products designed by Moser Baer as per our quality specifications.

The company is scaling up operations in LED lighting space by leveraging its brand equity and expanding its distribution network nationally as also in making further inroads into the burgeaoning B2B segment. However, its ability to grow rapidly is still hampered by the limited availability of liquidity, an aspect which is being addressed in the revival strategy.

Photo Voltaic Business

In the Solar PV segment, 2016 was a record year with the global solar industry witnessing installations of 76.6 GW while the home market added more than 4.3 GW capacity in 2016 to reach a cumulative capacity of 9.8 GW by the end of the calendar year. Moser Baer utilized its cell and module manufacturing facilities to take advantage of opportunities due to the Domestic Content Regulations in the solar sector.

However, liquidity pressures continued to persist during the year critically impacting our ability to enhance manufacturing operations and capacity utilization levels. Nonetheless, the positive global macro sector environment along with a large potential domestic market provides opportunity to us to benefit from these segments, given that we are one of the largest integrated PV manufacturers in India.

Dividend

Considering the operating performance for the financial year ended on March 31, 2017, your Directors do not recommend any dividend for the year.

Reserves

During the year, considering the operating performance, the Company has not transferred any amount in General Reserve.

Fixed deposits

During the year under review, your Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and rules made there under.

Share Capital

During the year the Company has not allotted any shares.

Financial Year

The Company closed its financial year on March 31, 2017. The previous reported financial period ending March 31, 2016 was for a period of 15 months.

Consolidated Financial Statement

Your Company is also presenting the audited consolidated financial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India. Further, pursuant to the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, statement containing salient features of the financial statements of subsidiary companies is disclosed separately and forms part of the annual report

Board of Directors and its meetings

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Deepak Puri, Chairman and Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further, the tenure of Mr. Deepak Puri as Managing Director of the Company is expiring on August 31, 2017. He is proposed to be reappointed as Managing Director for a further period of 3 years w.e.f. September 01, 2017. Further, the tenure of Mrs. Nita Puri as Whole Time Director of the Company expires on November 30, 2017 and is therefore proposed to be re-appointed as Whole Time Director for a further period of 3 years w.e.f. December 01, 2017.

During the year under review, the Company conducted five Board Meetings i.e. May 25, 2016, August 11, 2016, October 01, 2016, November 10, 2016 and February 09, 2017.

The details of Directors being recommended for appointment or re-appointment pursuant to Regulation 33(3) of the Listing Regulations are contained in the accompanying Notice of the ensuing Annual General Meeting.

All the independent directors inducted into the Board are provided with various materials on the Company and updated from time to time.

The Company has constituted various Committees of the Board of Directors, details whereof are given in Corporate Governance Report.

Appointment and declaration of Independent Directors

The Company has received a declaration of independence from all Independent Directors under Section 149(6) of Companies Act, 2013 and rules made there under. This is also in compliance of regulation 25(2) of SEBI (LODR) Regulation, 2015.

Key Managerial Personnel

The Company has the following Key Managerial Personnel:

Mr. Yogesh Bahadur Mathur, Group President – Moser Baer & Group Chief Financial Officer is the Chief Financial Officer and Mr. Neeraj Parmar is the Company Secretary.

Subsidiary and Associate Companies

As on March 31, 2017, the Company had 21 subsidiaries including indirect subsidiaries. All these companies are 100% beneficially owned by Moser Baer India Limited. The Company regularly monitors the performance of such companies. Details of subsidiaries are given in the Annexure to this report.

The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.moserbaer.com. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies.

Policy on directors appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its function of governance and management. As on March 31, 2017, the Board consist of five members, two of whom are executive/whole-time directors, remaining three are independent directors.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure1 to the Boards report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Circulation of Audited Financial Statements

In terms of the provisions of section 136 of the Companies Act, 2013, the Board of Directors have decided to circulate the abridged Annual Report containing salient features of the Balance Sheet and Statement of Profit & Loss to the shareholders for the financial year ended on 31st March, 2017. Full version of the Annual Report will be available on Companys website www.moserbaer.com and will also be made available to shareholders upon request.

As in the previous year, this financial year too, the Company is publishing statutory information in the print version of the annual report. However, we shall be sending full Annual Report through email to those shareholders who have registered their email id with their Depository Participant/Companys Registrar & Share Transfer Agent. In case a shareholder wishes to receive a printed copy, he/she may please send a request to the company, which will send the Annual Report to the shareholder. For members who have not provided their email ids, physical copy is being sent in permitted mode.

Auditors & Auditors Report

At the Annual General Meeting of the Company held on 30th September, 2016, the appointment of M/s. Walker, Chandiok & Co. LLP (Firm Regn. No. 001076N/N500013), Chartered Accountants as statutory auditors of the Company to hold office until the conclusion of 37th Annual General Meeting, was ratified. Further, in accordance with Section 139 of the Companies Act, 2013, the appointment of M/s. Walker, Chandiok & Co. LLP is placed for ratification by the shareholders at this Annual General Meeting.

The Audit Committee at its meeting held on August 22, 2017 has recommended to ratify the appointment of M/s. Walker, Chandiok & Co. LLP as statutory auditors of the Company.

The Auditors in their Report to the members, have given three qualified opinions (Point Nos. 8 to 10 of their report) and the response of your Directors with respect to them are as follows:-

Response to Point (8)

In absence of definitive agreement with banks with respect to calculation of interest on loan liability, management is unable to comment upon the impact of exit from CDR on the carrying value of short term borrowings, other current liabilities and interest expense for the financial year ended March 31, 2017 and the consequential impact on the financial statements.

Response to Point (9)

In view of the numerous uncertainty and accumulated losses, Auditors shows inability to uncertain of quantum of impairment in respect of carrying value of fixed assets. However, the Company feels that in view of impairment recorded based on valuation report done by independent valuer no further impairment is necessary.

Response to Point (10)

The matter has been evaluated and the Company is of the view that the diminution, if any, even if it exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, management believes that the loans and advances given to the company and trade receivables are considered good and recoverable based on the future projections of the said subsidiary and accordingly no provision other than those already accounted for, has been considered necessary.

In view of the above, the impact of the above stated qualifications on the financial statements cannot be quantified. For details please refer Annexure placed next to respective Auditors report.

With respect to the observation in Auditors Report on Internal Financial Controls, the Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the size of the entity and the nature of its business.

There was no matter to be reported by the Auditors/Board of Directors as per requirements of Section 143(12) or Section 134(3)(ca) of the Companies Act, 2013.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation In relating to material departures, if any;

We have selected such accounting policies 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 as on March 31, 2017 and of the loss for the year ended on that date;

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

We have prepared the annual accounts on a going concern basis.

We have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and the Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the size of the company and the nature of its business.

We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Stock Option Plan - 2015

During the year under review, the Nomination and Remuneration Committee of the Board of Directors has not granted any options to employees of the Company under Stock Option Plan – 2015 as the scheme has not yet been implemented.

Restructuring of Outstanding Foreign Currency Convertible Bonds (FCCB)

The financial statements for the year ending March 31, 2017 reflect outstanding FCCBs at their face value of $ 88.4 mn (equivalent to Rs 5,732.7 million), along with premium on redemption. As at 31 March 2017, such accrual for premium on FCCB aggregates Rs 5,646.8 million. The company is in the process of negotiation with the bondholders to re-structure the terms of these bonds. This is now subject to the approval of secured lenders, which is expected to be settled only along with the resolution of secured debt.

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Debt Restructuring

The Corporate Debt Restructuring (CDR) schemes of the Company, as well as of its subsidiary PV companies were earlier approved in FY 2012-13 and had been under implementation. A debt of INR 23,700 million for the company, INR 8,650 million for Helios Photo Voltaic Ltd. and of INR 9,560 million for Moser Baer Solar Ltd. was conclusively restructured, additional funds provided and interest funded. After execution of the Master Restructuring Agreement and other key documentation, the respective schemes had been under implementation.

The Company however continued to face severe liquidity issues primarily resulting from non-release of sanctioned working capital limits and refunds due to the Company. As a result, the Company has been unable to comply with repayment terms of its borrowing arrangement with secured lenders as agreed in the CDR package approved in year ended March 31, 2013. The banks exited from the CDR mechanism on 10 October 2016. The Company then approached the lender consortium for a fresh proposal for resolution of its secured debt in November 2016. The banks instituted a TEV study which was conducted by an expert appointed by the bank which submitted its report to the lenders. However, the proposal did not find favour with the banks. The lenders indicated their inability to accept the TEV and further indicated their intention to initiate legal proceedings against the company. The Company has received debt recall and notices under the SARFAESI Act from consortium lender banks for their respective share of debt which the Company has challenged and will take further appropriate steps as may be advised by its counsel. The Company continues to engage with management of banks on debt resolution proposal.

Even after the exit of Company from CDR mechanism, the Company has continued to operate through TRA with 9% tagging against which it has represented for discontinuance/ relief. The management has also taken an expert opinion from a leading law firm about the options available to the banks and the possible legal defences available to the company.

The CDR Lenders now have to take a decision of how they wish to pursue further course of action on resolution or recovery action. The company expects that lender banks will take remedial action as opposed to recovery action. With the promulgation of the Insolvency and bankruptcy code, the company has the risk of recovery/liquidation as well as an opportunity to present its case on the resolution of debt.

As on 31st March, 2017, one of the lender banks, which is part of the CDR consortium of the Company, has assigned its outstanding dues in favour of an asset reconstruction company on the same terms and conditions as applicable to the said lender.

The Company continues to operate at suboptimal levels due to working capital constraints, resulting in adverse impact on cash flow from operations in the current year. The Company is pursuing resolution of debt with secured lenders and FCCBs holders and is expecting removal/ reduction in tagging by the lender banks. The Company also expects to generate cash flow through sale of surplus assets and improve operational efficiencies through reduction in fixed overheads and employee costs. The Company has also entered into an arrangement with main raw material supplier for extension of credit terms and in discussion with customers to provide advance for business. With possible restoration of OEM Optical Media business, positive traction in Solid State media & LED business segments, coupled with promoter contribution and resolution of debt from banks at sustainable levels, the company expects to achieve better utilization of its manufacturing facilities and consequently, generate positive cash flow from operations going forward.

PV Subsidiaries

During FY 2012-13, Secured Lenders (Banks) had approved the Corporate Debt Restructuring of Helios Photovoltaic Limited ("HPVL"), one of the subsidiary companies. The CDR was not fully implemented and HPVL was unable to service the repayments/ payments of loan/ interest in accordance with CDR which resulted in HPVLs debt becoming non-performing assets with all the banks.

Consequently, the Monitoring Institution made a recommendation to the CDR Empowered Group along with approval of majority secured lenders to seek exit of HPVLs account from CDR and the CDR EG approved this exit. A majority of lender banks have issued notices to HPVL recalling their debt. The management continues to explore with lender banks for resolution of debts for revival of the company.

In respect of Moser Baer Solar Limited (MBSL), another subsidiary company, implementation of the CDR Scheme was impacted by factors such as delay in receipt of SIPS Capital Subsidy from the Govt. and non release of working capital limits and refunds by lenders. This resulted in severe liquidity crunch due to which, it was unable to comply with repayment terms of its borrowing arrangements with secured lenders as agreed in the CDR package approved in FY 2012-13. MBSL accordingly approached these lenders for a revised debt restructuring plan/ debt resolution plan. The Monitoring Institution of MBSL instituted a TEV study which was conducted by an independent expert who had submitted its report to the lenders. How ever, the lenders exited from the CDR mechanism subsequently.

Subsequent to exit of two subsidiary companies, Helios Photovoltaic Limited (HPVL) in FY 2015-16 and Moser Baer Solar Limited (MBSL) in FY 2016-17 from CDR, majority of lender banks issued notices to these subsidiary companies recalling their debt under SARFAESI Act. The subsidiary companies have already challenged the said loan recall and enforcement action in its response to those notices and will take further appropriate steps as may be advised by its lawyers. The management has also taken an expert opinion from a leading law firm about the options available to the banks and the possible legal defences available to the company. In the meanwhile, one of the secured lenders have initiated Corporate Insolvency Resolution Process (CIRP) against MBSL in the National Company Law Tribunal under the Provisions of IBC. The subsidiary has submitted a preliminary debt resolution plan to the lenders.

Fortunately, the domestic industry environment in Solar has turned positive in the recent past following the thrust on ‘Make in India and the announcement of a slew of initiatives supporting solar manufacturing. These companies have been operating at sub optimal levels despite the improved market environment, due to working capital constraints. Release of funds under the Special Incentive Package Scheme (SIPS), continuation of Govt. measures supporting manufacturing, additional promoters contribution, reduction in redundant fixed costs and resolution of debts on sustainable basis are expected to provide improved liquidity, better utilisation of its manufacturing facilities and positive operating cash flows.

The Company intends to continue to engage in constructive discussions with the CDR Lenders on the debt resolution plans for the company and its solar subsidiaries. However, currently the situation is fluid and any of a number of different outcomes could occur including through CIRP.

BIFR registration

Pursuant to the erosion of its net worth, the company had filed a reference and was registered before the erstwhile Board for Industrial and Financial Reconstruction (BIFR) under the Sick Industrial Companies (Special Provisions) Act (SICA) in September 2014. Further, HPVL and MBSL, the PV subsidiaries were also registered with BIFR in September 2014 and June 2015 respectively. The SICA Repeal Act has been notified and BIFR has been dissolved and accordingly, the proceedings before BIFR stand abated w.e.f 1st December 2016.

Particulars of Loans, guarantees or investments

Details of loans, guarantees or investments have been disclosed in the financial statements. The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in relation to loans, investments and guarantees given by the Company. The loans and guarantees etc. were utilised by the recipients for the business purposes.

Human Resources and Industrial Relations

As Moser Baer continued to witness financial constraints and internal challenges that impacted its performance, HR is being stretched to every possible way to make difficult decisions to remain viable and competitive within resource constraints.

In an era where business must do more with less, it is critical that our workforce is performing at its highest level, now more than ever. HR has been constantly working on consolidation measures, cost containment, restructuring of operations, aligning priorities and at the same time maintaining stellar performance level.

With effective and transparent communication with employees and well-structured HR strategies, the organization peacefully managed to consolidate Manpower in terms of business requirement. Moser Baer group closed the year ending March 31, 2017 with 2,889 employees as compared to 3,021 employees at the end of last financial year.

On part of Industrial Relations (IR) at the manufacturing locations, IR has been largely peaceful since the time we had reached a three year wage settlement with workers in April 2015. Although, there have been some intermittent IR disturbances for wages and benefits, the HR is expectedly playing a vital role in maintaining harmonious relations with workers and employees and is watchful for possible preventive measures.

Due to liquidity constraints and the contraction in business, the company could not implement the increment due to the Workers effective 1 April 2017 under the Settlement Agreement of 2015. In March 2017, the Company had apprised the concerned authorities regarding the same and indicated its commitment for implementing the same as and when circumstances permit. The matter has since been referred for conciliation proceedings before the concerned authorities.

Pursuant to the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, it is reported that your Company has not received any complaint of sexual harassment during the year under review.

Particulars of employees

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure 2 to this report.

Further any member interested in information as per Rule 5.2 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the Annual General Meeting. Annual Report excluding the aforesaid information is being sent to all shareholders of the Company.

Risk Management

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Board formed a Risk Management Committee which plays an overarching role and establishes the guiding principles by which key risks are managed across the organization.

Vigil Mechanism

The Company has in place a Vigil Mechanism Policy, to support the Code of Business Ethics in compliance with the requirements of the Companies Act, 2013 and Listing Regulations. This policy documents the Companys commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Companys Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

The Vigil Mechanism structure involves the Company Secretary, Head of SPAD and Chairman of Audit Committee. They are authorized by the Board of Directors of the Company for the purpose of receiving all complaints under the policy and in ensuring appropriate action. The concern can be reported by sending an e-mail message at the dedicated address viz. firstinfo@moserbaer.in.

Individuals can raise their concerns directly to the Company Secretary and for any serious matters to the chairman of the Audit Committee of the Company. There is proper framework to investigate allegations and to deal with it effectively. All the Company personnel have access to the Audit Committee in consultation with the Company Secretary.

The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company.

Conservation of energy, research and development, 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 of the Companies Act, 2013 and the rules made there under is given as per Annexure 3 and forms part of this Report.

Reconciliation of Share Capital Audit

As directed by Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is being carried out at the specified periodicity by Secretarial Auditors/ Practicing Company Secretary.

Secretarial Report

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 appointed M/s. Kundan Agrawal & Associates, Company Secretaries in practice, to undertake the Secretarial Audit of the Company for the Financial Year 2016-17. The report of the Secretarial Audit is annexed to this report as Annexure 4. Secretarial Auditors report is self-explanatory and therefore does not require further comments and explanation.

Formal Annual Evaluation

The company has devised a framework for performance evaluation of Independent Directors, Board, Committees and other Directors. The framework includes various parameters of evaluation such as information flows, decision making, Board dynamics, Company performance etc. SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 requires that the Board shall monitor and review the Board evaluation framework. As per the requirements of the Companies Act, 2013 and Schedule IV thereof a formal annual evaluation was made by the Board of its own performance and that of its Committees and individual directors.

Corporate governance

Your company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value.

A separate section on Corporate Governance forming a part of the Directors Report and the certificate from M/s. Kundan Agrawal and Associate, Secretarial Auditors of the Company confirming compliance of conditions on Corporate Governance as stipulated in Schedule II of SEBI (LODR) Regulations, 2015 is included in this Report. The Managing Director and Group Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 with Stock Exchanges for the financial year ended on March 31, 2017. However, in terms of the provision of Section 136 (1) of the Companies Act, 2013, the abridged Annual Report will be sent to the members of the Company excluding this report.

Related Party Transactions

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is appended as Annexure 5 to the Boards Report

Significant and Material Orders and Material changes

No such significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and companys operations in future. Although, one of the Lenders of Moser Baer Solar Limited (a subsidiary company) has filed an application under Insolvency and Bankruptcy Code before National Company Law Tribunal which is to be heard for admittance.

The liquidity erosion continues to impact the operations resulting in a steep decline in production and sales of the Company even after the close of financial year.

There are no other material changes and commitments which affect the financial position of the company, which occurred between the end of the financial year and the date of this report.

Internal Financial Control Systems and their adequacy

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems. For further details, please refer to the Management Discussion and Analysis Report which forms a part of the Annual Report.

Management Discussion and Analysis Report

Managements Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Regulation 34(3) and Schedule V of the Listing Regulations, is presented in a separate section forming part of this Report.

Extract of the Annual Return

The extract of the Annual Return in Form No. MGT–9 is appended as Annexure 6 and is a part of the Boards Report.

Listing at Stock Exchanges

The Shares of the Company continue to be listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There is a delay in payment of annual listing fees for the year 2017-18 to the Stock Exchanges.

Conclusion

Although, your Company continues to be capable of maintaining a sustainable position in its various businesses by providing differentiated products and services in high growth technology manufacturing markets to its customers globally; its ability to do so remains severely constrained due to the liquidity stress, which is significantly impacting its current operations.

On its part, the company stands committed to working on its revival which will be significantly dependent on support of all stakeholders and specifically the approach of lender banks. The Company continues to work closely with its lenders towards finding a sustainable way forward that would be in the interest of all stakeholders.

Your Directors place on record their appreciation for the continued co-operation and support from shareholders, customers, workers, employees, business associates, bankers, vendors as well as regulatory and government authorities.

For and on behalf of the Board of Directors
Moser Baer India Limited
Place: New Delhi Deepak Puri
Date: August 22, 2017 Chairman & Managing Director