Sandur Manganese & Iron Ores Ltd Directors Report.

Dear Shareholders,

The Directors are pleased to present their Report and Audited Statement of Accounts for the year ended 31 March 2019:

FINANCIAL RESULTS

Rs. lakh
SI. No. Particulars Current Year 2018-19 Previous Year 2017-18
a) Net Sales / Income 70,215.26 61,239.95
b) Other Income 1,807.86 1,109.53
Total 72,023.12 62,349.48
c) Expenditure
(i) Variable 32,450.31 30,047.12
(ii) Fixed 16,227.36 14,612.65
(iii)Depreciation Amortization 793.47 742.63
(iv)lnterest 639.00 494.90
Total 50,110.14 45,897.30
d) Profit Before Taxes 21,912.98 16,452.18
e) Less:
(i) Current Tax 8,071.00 5,420.00
(ii) Deferred Tax (400.00) 380.00
f) Net Profit / (Loss) 14,241.98 10,652.18
g) Add: Balance brought forward from the previous year 52,095.90 42,304.91
h) Profit before appropriation 66,337.88 52,957.09
i) Less: Appropriations
(i) Dividend on Equity Shares 481.25 612.50
(ii) Tax on Dividend 98.92 124.69
(iii) Other comprehensive income / (loss) 40.16 124.00
Total 620.34 861.19
j) Profit carried to Balance Sheet 65,717.55 52,095.90

The Company earned profit before tax of Rs.21,912.98 lakh after charging Rs.793.47 lakh towards depreciation on fixed assets and Rs.639.00 lakh towards finance costs. After charging of income tax of Rs.8,071.00 lakh and deferred tax of Rs. (400.00) lakh, the profit for the current year is Rs.14,241.98 lakh.

OPERATIONS AT A GLANCE: MINING

In Tonnes

Opening stock Produ ction Internal Consum ption Sales Closing stock
Manga- 1,40,401 2,84,785 46,092 2,62,641 1,20,132
nese Ore (1,46,532) (2,59,669) (41,968) (2,23,832) (1,40,401)
Iron 4,17,597 15,81,000 - 14,91,016 5,07,581
Ore (1,70,254) ;15,80,021) (-) (13,32,386) (4,17,597)
NOTE: Previous year figures are in brackets.

The Companys production of manganese ore increased by 9.67% and iron ore increased by 0.06% during the financial year 2018-19. The Company witnessed an increase in sales of manganese ore by 17.34% and iron ore by 11.91 % during the financial year 2018-19.

FERROALLOYS

In Tonnes
Opening Production stock Sales Closing stock
Silico- 993 32,254 32,669 578
Manganese (2,663) (29,317) (30,987) (993)
NOTE: Previous year figures are in brackets.

The Companys production of Silico Manganese increased by 10.02% and sales increased by 5.43% as compared to previous year.

ENERGY

InMWh
Generation

Captive Consumption

Grid
Ferroalloy Plant Auxiliary Sales
Energy 1,73,853 1,32,713 24,982 16,158
(1,64,229) (1,24,039) (23,024) (17,166)
NOTE: Previous year figures are in brackets.

Energy generation at the Power Plant increased by 5.86% compared to previous year and captive consumption at Ferroalloy Plant also increased by 7% as compared to previous year.

COKE OVEN PROJECT

The Company has embarked upon implementation of the Stage I of the Iron and Steel (l&S) Project (0.4 MTPACoke Oven Plant (COP), 30 MW Waste Heat Recovery Boiler (WHRB) and Repair & Refurbishment of Ferroalloy Plant) aimed at ensuring long term sustainability of its ferroalloy business, together with ensuring sustained usage of its own manganese ore for producing value added ferroalloys.

Bhoomi Puja and Foundation Stone laying Ceremony for Phase 1 of 1 MTPA Steel Plant was held on 19 March 2018. Shri R. V. Deshpande, Minister for Large & Medium Industries & Infrastructure Development, Government of Karnataka and Shri Sajjan Jindal, Chairman, JSW Group were Chief Guests forthe occasion.

The Company is targeting commercial production from Coke Oven Plant by March 2020. Installation of the new 24 MVA furnace is expected to be completed by December 2019, and refurbishment of 20 MVAand 15 MVAfurnaces by March 2020 and June 2020, respectively. On account of unexpected delay in clearance for forest lands required for setting up Downhill Conveyor System (DCS) and construction of Mines roads, the DCS Project and Mines road Project are now expected to be completed by June 2020.

‘FIVE STARRATING

The Ministry of Mines and Indian Bureau of Mines have introduced the ‘Sustainable Development Framework (SDF) and have undertaken a system of rating mining leases. As part of this initiative, both the mining leases (Nos. 2678 and 2679) of the Company have been awarded Five Star rating for 2016-17 at the 3rd National Conclave on Mines and Minerals held at New Delhi on 20 March 2018.

The evaluation system for star rating (1-5) under SDF programme commenced in 2014-15 and the Company has successively received ‘Five Star rating for all the last three years and is the only Mining Company in Karnataka to have done so.

The Company has qualified for ‘Five Star rating for 2017-18 and 2018-19 based on the template uploaded on website of Indian Bureau of Mines. The template for the year 2017-18 has been duly verified by the officers up to the zonal level. Formal presentation of awards is awaited. Inspection for the year 2018-19 is due.

ISO CERTIFICATION

The Indian Register Quality Systems (IRQS) has carried out due diligence and found that the Companys:

(a) Quality Management Systems are in conformity with the ISO 9001:2015 Standards;

(b) Environment Management Systems are in conformity with the IS014001:2015 Standards; and

(c) Occupational Health & Safety Management Systems are in conformity with the OHSAS 18001:2007 Standards; and have issued the above three Certificates of Approval.

In addition to recognition that its procedures are of International Standards, this will also enable the Company to get higher score in the Sustainable Development Framework (SDF) of Indian Bureau of Mines (IBM) which entitles Star Rating of mines by the Ministry of Mines, Government of India. Presently, the Company is achieving a score of92-93% for both the Mining Leases and with this ISO Certifications, the Company should be able to score up to 98% in SDF.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would impact the going concern status of the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitment affecting the financial position of the Company occurred between the end of the financial yearto which these financial statements relate and the date of this report.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors at its meeting held on 14 November 2018 declared interim dividend of Rs.3.50 per share. In addition to the above, the Board of Directors is pleased to recommend a final dividend of Rs.3.50/- per share, out of the profits of the Company for the financial year ended 31 March 2019.

Accordingly, approval of the shareholders is being sought at the ensuing Annual General Meeting for dividend of f 7.00 per share (including Rs.3.5 paid as interim dividend) for the financial year 2018-19.

The Company does not propose to transfer any amounts to the reserves.

SUBSIDIARY

The Company has a Subsidiary Company - Star Metallics and Power Private Limited (SMPPL) in which it holds a stake of 80.58% (as at 31 March 2019). As mentioned earlier, the Company, in order to ensure long term viability of its business has commenced work on the l&S Project. In furtherance of this objective, it is proposed that the Company and SMPPL amalgamate. Accordingly, the Board of Directors at its meeting held on 14 February 2018 has approved the Draft Scheme of Amalgamation of SMPPL with the Company. An application, in pursuance of Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, [SEBI(LODR), Regulations, 2015] was made to BSE Limited seeking its Noobjection to the Draft Scheme, the Company is in receipt of observation letter dated 18 March 2019 with ‘No-adverse observationfrom BSE Limited.

The Company is in the process of filing the application with Honble National Company Law Tribunal, Bengaluru Bench. A statement containing the salient features of the financial statement of SMPPL in the prescribed format is appended as Annexure- ‘Ato this Report.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY

SMPPL has a ferroalloy plant and a 32 MW thermal power plant which is used as a captive unit for its ferroalloy operations. The entire fixed assets of SMPPL have been leased to the Company from 1 February 2016 on a short-term basis. As a result, SMPPL did not have any manufacturing operations during the period under review, and the main source of revenue is only lease rentals from the Company.

A brief extract of SMPPLs financial performance is given below:

f lakh
Particulars Current Year 2018-19 Previous Year 2017-18
Income
Revenue from Operations 1,020.00 1,020.00
Other Income 131.86 160.30
TOTAL 1,151.86 1,180.30
Expenditure
Operating and Other Expenses 188.46 232.69
Finance Cost _ 0.03
Depreciation 509.54 506.61
TOTAL 698.01 739.34
Profit/(Loss) before Tax 453.87 440.96
Profit/(Loss) after Tax 453.87 440.96
Paid-up equity shares (Rs.10 per equity share) 9,337.97 9,337.97
Weighted average number of equity shares outstanding 9,33,79,705 9,33,79,705
Earnings Per Share 0.49 0.47
- Basic & Diluted

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In terms of clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Company is required to furnish particulars of the contract entered into by the Company with its related parties in the Boards Report. All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and also, the Board for approval. During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which are either considered to be not at arms length or considered to be material in accordance with the policy of the Company on materiality of related party transactions. The information on transactions with related parties, in pursuance of the aforementioned provisions, are given in Annexure- ‘Sin Form No. AOC-2 and the same forms part of this Report.

The policy on Related Party Transactions can be accessed on the Companys website at http:// sandurgroup. com/Policies, html

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

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. The details of the loans and guarantees given and investments made by the Company find mention in Note No. 5 of the audited financial statements. There are no changes in these figures from the date of audited financials to the date of this report.

DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year under review. The Company did not have any deposits at the beginning of the financial year. Thus, provisions of Section 73 of the Companies Act 2013 are not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Indian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements and in terms of provisions of Section 129(3) of the Companies Act, 2013, consolidated financial statements of the Company and its subsidiary are forming part of the Annual Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including consolidated financial statements along with the Auditors Report and Directors Report thereon are available on the Companys website, www.sandurgroup.com. Further, separate audited accounts in respect of the subsidiary are also posted on the website.

These documents will also be available for inspection during business hours at the registered office of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this Report, the Board is constituted of one Managing Director, one Whole-Time Director, five Non- Executive Directors (including the Chairman, a woman director and the newly inducted non-executive director appointed on 27 May 2019), and seven Independent Directors (including two women directors and the newly inducted independent director appointed on 27 May 2019). The Managing Director, Whole Time Director, Chief Financial Officer and the Company Secretary constitute the Key Managerial Personnel of the Company

Inductions

P. Anur Reddy (DIN:05170191), was appointed as a nonexecutive director effective from 30 May 2018. The appointment was approved by the shareholders by way of Postal Ballot concluded on 21 July 2018.

Lakshmi Venkatachalam (DIN:00520608) was appointed as an independent director on 27 June 2018. The appointment was approved by the shareholders at the 64th Annual General Meeting held on 1 September 2018.

The Board has appointed Latha Pillai (DIN:08378473) as an Additional Director with effect from 08 March 2019. The Board has also, appointed H. L. Shah (DIN:00996888) and Jagadish Rao Kote (DIN:00521065) as additional directors effective from 27 May 2019. The Board has appointed Latha Pillai and Jagadish Rao Kote as independent directors and H. L. Shah as a non-executive director; subject to approval of the shareholders. Approvals of the shareholders for the aforesaid appointments are being sought in the Annual General Meeting.

Retirement/Cessation

V. Balasubramanian (DIN: 00026561), appointed as an Independent Director to hold office from 1 April 2014 to 31 March 2019, has completed his tenure and accordingly, has ceased to be a Director of the Company with effect from 1 April 2019.

Re-appointment

The shareholders have by way of postal ballot concluded on 31 March 2019 accorded its approval for re-appointment of B. Ananda Kumar (DIN:01711145) as an independent director for a second term to hold office from 1 April 2019 to 20 August 2022; and S. S. Rao (DIN:00150816) as an Independent Director for a second term to hold office from 1 April 2019 to 10 November 2022.

Vatsala Watsa (DIN:02626457), is liable to retire by rotation at the ensuing 65>h AGM and being eligible, has offered herself for re-appointment. She is not disqualified from being appointed as a director as specified under Section 164 of the Companies Act, 2013. The Board recommends her re-appointment.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (Six) times during the financial year, the details of which are given in the Corporate Governance Report forming part of this Report. The intervening gap between any two consecutive meetings of the Board did not exceed one hundred and twenty days as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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, can be accessed on the Companys website at http://sandurgmup.com/Policies.html.

DECLARATION BY INDEPENDENT DIRECTORS

All seven independent directors of the Company meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015. Declarations to this effect have been received from them.

BOARD EVALUATION

As mandated by the statutory provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee has devised a mechanism for carrying out formal annual evaluation of the Board, its Committees and individual directors. Evaluation of the Board, its Committees and individual directors for the year 2018-19 has been carried out based on this mechanism by the Board.

TRAINING OF INDEPENDENT DIRECTORS

On induction, the independent directors on Board are familiarized with the nature of Industry and the Companys business operations. They are updated on a frequent basis with regard to operations of the Company. Any material development is intimated promptly. The Management encourages active participation by the independent directors in management of the Company and accordingly, any advice or suggestion provided by any of the Independent Directors is taken seriously and diligently implemented, and any clarification sought by the Independent Directors with regard to the Companys operations is duly addressed.

Learning for Independent Directors and Companys learning from them is a pervasive ongoing phenomenon via participation.

Further, at the time of appointment of a director, the Company issues a formal letter of appointment entailing his/her role, function, duties and responsibilities as a director. The terms and conditions of appointment of independent director are available on the Companys website.

Details of training and familiarization programme are provided in the Report on Corporate Governance.

COMMITTEES OF THE BOARD

Currently, the Board has nine committees - namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Environment Committee, Corporate Social Responsibility Committee, Risk Management Committee, Project Committee, Financial Planning Committee and Product Development Committee.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

As on date of this report, the Audit Committee comprises five independent directors, namely, B. Ananda Kumar as its Chairman, S. S. Rao, K. V. Ramarathnam, G. P. Kundargi, Lakshmi Venkatachalam and three non-executive directors, Vatsla Watsa, T. R. Raghunandan and P. Anur Reddy.

The Company believes in conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethics. The Company has established a vigil mechanism towards this end. In accordance with sub-section (9) of Section 177 read with Rule 7(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the Companys Audit Committee is required to oversee the vigil mechanism.

The Committee oversees the vigil mechanism which has been established to address genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and Ethics if expressed by any of the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors, in the event of any such concern. The Company has also provided direct access to the Chairman of the Audit Committee in matters concerning financial/accounting and concerns relating to personnel belonging to levels above Senior General Manager.

The Whistleblower Policy along with other Policies of the Company is available on the Companys website at http://sandurgmup.com/Policies.html.

DIRECTORSRESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Directors of the Board state that:

(a) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors 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 at 31 March 2019 and of the profit and loss of the Company for the year ended 31 March 2019;

(c) 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;

(d) the Directors have prepared the annual accounts for the financial year ended 31 March 2019 on a ‘going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal 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 are adequate and operating effectively.

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

Auditors have not reported any frauds during the year under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors has laid down internal financial controls to be followed by the Company and report that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has a well-defined delegation of power with authority limits for approving revenue as well as capital expenditure. The Company uses a state-of-the-art Enterprise Resource Programming (ERP) system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with global best practices.

M/s. P. Chandrasekar LLP, Chartered Accountants, have been appointed to oversee and carry out internal audit of Companys activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with international practice, the internal audit plan aims at review of internal controls and risks in operations. The audit committee reviews audit reports submitted by the internal auditors. Suggestions for improvement are considered and the audit committee follows up on them. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure - ‘Cattached to this Report.

STATUTORY AUDITORS

M/s. R. Subramanian and Company LLP, Chartered Accountants, Chennai (Firm Registration No. FRN004137S/S20041), were appointed as Statutory Auditors of the Company at the 63rd Annual General Meeting held on 26 September 2017 in terms of the provisions of Section 139 of Companies Act, 2013, to hold office until the conclusion of 68th Annual General Meeting, subject to ratification at each Annual General Meeting. In terms of Companies (Amendment) Act, 2017, effective from 7 May 2018, the requirement of seeking ratification of auditors appointment at every annual general meeting has been dispensed with. In view of the above, the Board will not be placing any resolution seeking shareholders ratification of appointment of M/s. R. Subramanian and Company LLP, Chartered Accountants, Chennai as Statutory Auditors of the Company at annual general meetings during the course of its remaining tenure.

STATUTORY AUDITORS REPORT

Auditors Report on the financial statements of the Company is forming part of this Annual Report. No qualifications, reservations or adverse remarks have been made by the Statutory Auditors in the said Report.

SECRETARIAL AUDIT

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act, 2013, the Company is required to annex with its Boards Report a secretarial audit report, given by a company secretary in practice.

N. D. Satish, Practicing Company Secretary (ICSI Membership No. F10003 and Certificate of Practice No.12400) has been appointed as Secretarial Auditor of the Company for the financial year 2018-19. The Secretarial Audit Report is forming part of this Annual Report as Annexure- ‘D.

Explanation to Secretarial Auditors qualification / observations / remarks made in the Report is furnished hereunder:

1. The Secretarial Auditor has observed non-compliance with Regulation 19(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to composition of Nomination and Remuneration Committee during the period 11 August 2018 to 13 November 2018.

In accordance with the aforesaid Regulation, the chairperson of the Committee is required to be an independent director. However, in this instance, the Board while re-constituting the Committees of the Board, inter-alia, inadvertently nominated a non-executive director to chair the Nomination and Remuneration Committee (NRC).

This matter was also observed by BSE Limited (Stock Exchange) and the Company held liable to pay a fine of 2,17,120/-. It was clarified to the Stock Exchange that during this period i.e. between 11 August 2018 to 13 November 2018, neither has any meeting of the Nomination and Remuneration Committee been convened nor has any meeting been chaired by the Nonexecutive Director. The composition of the Committee, has since been corrected by the Board in its meeting held on 14 November 2018 by nominating an independent director as the Chairman of the Nomination and Remuneration Committee. Though there was no non- compliance because no NRC meeting was actually held with a non-independent director in the chair, the Stock Exchange considered even the constitution of the Committee in the first instance as a non-compliance and the Company has paid a fine of Rs.2,17,120/-.

2. The Secretarial Auditor has stated in his Report that there have been delays in filing of returns/e-forms with the Registrar of Companies in few instances. In this regard, the Board hereby states that the delays were either due to technical reasons or reasons which were beyond the control of the Company. The Company is striving to ensure timely filing of forms.

3. The Secretarial auditor has observed non-filing of Form RE-2 under Explosives Rules, 2008 for the month of April 2018 (four licenses) and May 2018 (2 licenses). In this respect, it is submitted that we were unable to implement or comply with the notification No.R.1(1)158- ll/2015(ERS) dt.07.08.2017 issued by the Petroleum and Explosives Safety Organisation (PESO) due to technical difficulties. Since this compliance requirement is fairly recent, the PESO has not objected to the submissions and has also accepted the returns.

There is no further qualification or observations or remarks in the Report which require reply from the Board of Directors.

COST AUDITORS

In terms of Section 148(2) of the Companies Act, 2013 read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 issued by the Ministry of Corporate Affairs (MCA), the Company is required to get its cost accounting records audited by a cost auditor.

The Board has, at its 325th meeting held on 30 May 2018, appointed M/s. K. S. Kamalakara & Co. as Cost Auditors for the Financial Year 2018-19. In accordance with Rule 6(5) of the Companies (Cost Records and Audit) Rules, 2014, the cost auditor is required to submit his report within 180 days from the date of closure of the financial year and within thirty days from the date of receipt of the cost audit report, and the Company is required to file a copy of the same with the Ministry of Corporate Affairs (MCA). The Cost Audit Report for the Financial Year 2017-18 was filed with the MCA on 20 September 2018.

CORPORATE GOVERNANCE

The Directors Report on Corporate Governance is annexed to this report. The certificate of the Auditors, M/s. R. Subramanian and Company LLP, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in Clause E of Schedule V of SEBI (LODR) Regulations, 2015 is also annexed.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of the Annual Report in Compliance with Clause (e) of Sub-regulation (2) of Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Board constituted the Risk Management Committee on 28 May 2014. Though statutorily, only top 100 listed companies (based on the market capitalization) are required to have a Risk Management Committee, the Board has decided for continuation of the Risk Management Committee, so that the Company would align with practices followed by top 100 listed companies in the country.

The Board at its 256th meeting held on 28 October 2005 had prescribed the Risk Management and Minimisation procedures. These procedures are reviewed on a regular basis by the Board. Risk management includes identifying types of risks and its assessment, risk handling, monitoring and reporting.

Company has also constituted Coordination Committee to monitor various departments and sections of the Company and specified operational responsibilities. The Risk Management Committee focuses on macro level and external risks, and the Coordination Committee consisting of Executive level of the Board i.e., the Whole-time directors, in association with Senior Management Personnel, take steps for identification, assessment, mitigation and monitoring of internal and operational risks.

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

The Company has been, for close to six decades, consciously contributing towards betterment of the local area and living standards of its people, and also protection and improvement of the Environment. Being socially, environmentally and ethically responsible and also to add value to the operations while contributing towards the longterm sustainability of business, the Board of Directors has further strengthened its resolve to do more for the development of the area and improvement of living conditions of the surrounding rural population. The Annual Report on Companys CSR activities of the Company undertaken during the year under review are furnished in Annexure- ‘E.

The Companys Corporate Social Responsibility Policy can be accessed on Companys website at http://sandurgroup.com/Policies.html. There has been no change in the Policy during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as prescribed in Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure- ‘Fto this Report.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

Dividends remaining unpaid and unclaimed fora period of seven years from the date of transfer to the unpaid dividend account are required to be transferred to the Investor Education and Protection Fund (I EPF).

The Company transferred the following amounts to the IEPF during the year:

Particulars of Dividend Financial year Amount (in) Date of Transfer
Final dividend 2010-11 2,94,950.00 14 November 2018

EMPLOYEES

Pursuant to the provisions of sub-section (12) of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars are set out in Annexure-‘G.

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

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee (ICC) for the prevention and redressal of complaints related to sexual harassment at workplace.

No complaints pertaining to sexual harassment were received during the year ended 31 March 2019.

ACKNOWLEDGMENTS

The directors wish to thank members of judiciary, its associates and legal fraternity for their strong commitment to justice, fairness and equity. The directors also extend their gratitude to the Central and State Governments for their support as well as confidence and recognitions bestowed on the Company.

The directors wish to place on record their appreciation of all its employees for their commendable team work, professionalism and dedication. And ultimately, the Board of Directors wish to thank all the government agencies, the promoters, business associates, banks and investors for their continued support and trust.

for and on behalf of the Board of Directors
S. Y. GHORPADE
Chairman
(DIN: 00080477)
Place: Bengaluru
Date : 27 May 2019