Srikalahasthi Pipes Ltd Directors Report.

Dear Shareholders,

Your Directors take pleasure in presenting the 26th Annual Report of the Company together with the Audited financial statements for the Financial ended 31st March, 2018.

STATE OF COMPANYS AFFAIRS:

FINANCIAL HIGHLIGHTS INR in Lakhs
Particulars 2017-18 2016-17
Revenue from operations 1,50,598.02 1,20,340.14
Other income 3,555.90 3,046.91
Total Revenue 1,54,153.92 1,23,387.05
Earning Before Interest, Depreciation, Taxation & Amortisation (EBITDA) 27,926.41 26,739.99
Finance Costs 4,288.18 3,929.16
Depreciation 3,544.82 3,688.50
Profit/(Loss) Before Taxation 20,093.41 19,122.34
Less: Tax including Deferred Tax 5,353.26 5,099.12
Profit/(Loss) After Taxation 14,740.15 14,023.22

DIVIDEND:

Your Company has consistent track record of dividend payment. Your Directors have recommended a dividend of INR 6.0 (60%) per equity share of INR 10/- each for the financial year ended 31st March, 2018 (previous year INR 6.00 per share) amounting to INR 3375.59 lakhs (including INR 591.36 lakhs towards dividend distribution tax). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

RESERVES :

During the year under review, the Company proposes to transfer INR 5,000 lakhs to the General Reserve.

REVIEW OF OPERATIONS:

Your Directors are pleased to inform that with the increase of production enhancement facilities commissioned in the last quarter of FY 2016-17, your Company has achieved higher Ductile Iron Pipes production of 2,75,047 MT during the year under review, thereby achieving 90% of the installed capacity.

Your Directors have great pleasure in informing you that your Company continues to play a pivotal role in the nation building movement by contributing to water supply and infrastructure development in the country, which have been the principal areas of focus of the Government. During the FY 2017-18, your companys Ductile Iron Pipes of about 6,900 KM have been used across the country for transportation of potable water and sewerage under its brand name "SRIPIPES" for various prestigious projects across the country.

Production at a glance:

Product 2017-18 2016-17 % of Change
Ductile Iron Pipes (MT) 2,75,047 2,28,152 20.55
Liquid metal from MBF (MT) 2,76,501 2,38,806 15.78
LAM Coke (MT) 1,66,003 1,65,410 0.36
Cement (MT) 93,699 96,800 (3.20)

FY2017-18 was a challenging year for the Company in terms of volatility in the global coal prices throughout the year, besides increase in the prices of iron ore, ferro silicon and almost all other raw materials. However, with improved volumes and the continued thrust given for improving operational efficiencies and cost control, your Company was successful to a certain extent in insulating its margins.

During the year under review your Company demonstrated a relatively better performance, in spite of the challenges thrown by global and domestic raw material markets. The sales volume achieved during the year is at 2,75,484 MT, up by about 20% vis-a-vis FY2016-17, thereby increasing its market share particularly in southern and western states in general. Your Company reported INR 1505.98 Crores as revenue from operations, INR 279.26 Crores as EBITDA and profit after tax of INR 147.34 Crores.

Debt Equity Ratio 2014 – 2018:

The continued surplus cash generation improved the funds availability of the Company resulting in lower dependence on borrowings. With the QIP issue at a decent premium and the improved internal accruals, the Company is comfortably placed to fund its future capital expenditure for expansions and diversification.

FUTURE PROSPECTS:

During the year under review, your Company gradually started establishing the expected benefits from the capacity expansion facilities completed in Ductile Iron Pipe Plant and Mini Blast Furnace and also from the cost reduction projects like Pulverized Coal Injection and captive oxygen plant. With this, your Company is expecting to reach close to its full capacity in the FY 2018-19, besides achieving desired cost reduction benefits.

The Project of installation of additional coke oven battery along with additional boiler in the Captive Power Plant taken up by the Company during the year under review is in the advanced stage of completion and is expected to be in place during the first half of 2018-19. Post commissioning of 4th battery, the Company will be in a position to produce higher quantum of LAM Coke in excess of its captive consumption and this opens up a new avenue for your Company for sale of coke depending on market demand, apart from giving the company opportunity to revamp other batteries without affecting the coke production required for captive use. This apart, captive power generation is also expected to go up, which enhances self-reliance in meeting the power requirements and reduces dependency on grid power to a greater extent.

As a further measure of cost reduction initiatives and as part of backward integration to achieve self-reliance in sourcing of major and critical raw/ essential materials, the Board of directors of your company after reevaluating the viability of the Ferro alloys project, has approved a CAPEX of INR 55 Crores for setting up 2 Nos. 9 MVA furnaces to produce Ferro Silicon and Silicon Manganese, where 50% production of the Ferro Silicon will be consumed internally for captive use, the balance quantity of Ferro Silicon and entire quantity of Silicon Manganese shall be sold in domestic and export markets. This additional facility would help your Company in achieving higher revenues, in addition to maintaining lower cost of production. This facility will be commissioned during the FY2019-20.

The Board of directors of our Company has also approved a CAPEX of INR 70 Cores towards installation of additional Annealing Furnace, establishing 1200 mm dia production facilities and other balancing infrastructure in Ductile Iron Pipe Plant, which will facilitate cost reduction, product expansion, besides increased volumes. These projects would be funded out of internal accruals.

Given the Governments focus on infrastructural projects in the country, huge investments in water infrastructure development, improving sanitation coverage in the country, water conservation schemes and increasing number of housing units are expected to drive growth for Ductile Iron Pipes in the domestic market. With the major initiatives already undertaken by the Government in this space like Smart Cities Mission, Pradhan Mantri Awas Yojana or Housing for all by 2022 Mission, Heritage City Development and Augmentation Yojana, JNNURM, Swatch Bharat Mission etc., your Companys order book position continues to be comfortable and the Company is optimistic of maintaining its growth.

CREDIT RATING:

With the continuous improvement in the financial-risk profileof the Company and considering long and satisfactory track record of operations, CARE Limited upgraded its rating for the Companys long term borrowing programmes from "CARE A+; Stable (A Plus)" to CARE AA-; Stable (Double

A Minus) and reaffirmed CARE A1+ (A One Plus) rating for the short term facilities including Commercial Paper. While the rating CARE AA- indicates high degree of safety regarding timely servicing of financial obligations carrying very low credit risk, rating CARE A1+ rating indicates very strong degree of safety regarding timely payment of financial obligations carrying lowest credit risk.

GOODS AND SERVICES TAX (GST):

The introduction of Goods and Services Tax (GST) by unifying a large number of central and state taxes into a single tax is a very significant move in the field of indirect tax reforms in India, which would mitigate cascading or double taxation in a major way and pave the way for a common national market.

Your Company was successful in transition to GST scenario by carrying out appropriate changes to the business process & IT systems as per the GST framework. Your Company has passed on the benefit accrued on implementation of GST to the customers.

CHANGES IN DIRECTORS/KEY MANAGERIAL PERSONNEL:

Andhra Pradesh Industrial Development Corporation (APIDC), Hyderabad has withdrawn its nominee Shri Kartikeya Misra, IAS with effect from 4th July, 2017 and nominated Shri Sidharth Jain Fouzdar on the Board of Directors of your Company with effect from 10th August, 2017 and on his resignation appointed Shri Solomon Arokia Raj, IAS with effect from 28th April, 2018.

During the year under review Mr. K. Raghuram, Company Secretary has resigned with effect from 31st August, 2017 and in his place Mr. G. Kodanda Pani, Dy. General Manager - Finance who has been associated with the Company for the last several years, who is also a member of Institute of Company Secretaries of India has been appointed as Company Secretary with effect from 27th September, 2017.

Your Directors place on record their appreciation for the active participation and valuable services rendered to the Company by Shri Kartikeya Misra, IAS, Shri Sidharth Jain Fouzdar, IAS and Shri K. Raghuram, Company Secretary in their respective capacities.

Upon the recommendation of Nomination and Remuneration Committee, the Board has approved the appointment of Shri V. Poyyamozhi as Whole-time Director of the Company for a period of five years commencing from 10th August, 2017 and the same has been approved by the shareholders at the Annual General Meeting of the Company held on 27th September, 2017.

Upon the recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Ms. Priya Manjari Todi as Additional Director of the Company with effect from 31st January, 2018 and she will hold office up to the conclusion of ensuing Annual General Meeting of the Company. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of the Company, signifying his intention to propose the name of Ms. Priya Manjari Todi, for appointment as a Director profileof your Company. Brief Ms. Priya Manjari Todi is given in the notice of the Annual General Meeting, for the persual of the shareholders.

Shri V. Poyyamozhi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under SEBIs Listing Regulations, 2015.

The board of directors of your company confirms that plans are in place for orderly succession for appointment to the board of directors and senior Management and they are reviewed every year.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance requirements set out by SEBI and strives to ensure that corporate governance guidelines and best practices are followed in letter and spirit and believes in accurate and timely disclosure of information regarding financials, and governance of the Company.

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms an integral part of Directors Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

INTERNAL FINANCIAL CONTROLS & ADEQUECY:

The Company has adequate and effective Internal Financial Controls (IFC) framework, commensurate with its size, scale and complexity of operations. The Company has laid down certain guidelines, processes and structures, which enable implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompasses policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, timely preparation of reliable financial information, compliance with all applicable laws. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. The controls, based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or operating effectiveness was observed. The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and external auditors.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.

The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements wherever needed to strengthen the same.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), discussion on state of Companys affairs has been covered as part of the Management Discussion and Analysis (MDA) in a separate section vide Annexure II to this Report.

RISK MANAGEMENT POLICY :

Companys Risk Management Policies are formulated in such a way that the Company can respond swiftly to the risks and implement necessary mitigation activities. A prudent risk management framework has been developed, such that cautious approach is undertaken to identify and analyze internal and external risks and minimize its impact on operations. The Companys Risk Management framework protects and adds value to the organization and its stakeholders with the objective to establish a risk intelligence framework for managing objectively expected risk exposures so as to maintain financial stability of your Company.

A robust Risk Management Framework supports your Companys business strategy and operations. Risk Management Framework is constantly updated for new and emerging risks emanating from business expansion and interests. The risks are evaluated, quantified & prioritized and mitigation plans are reviewed & monitored at various stages. The major risks connected with the business, their likely bearing on the performance of the Company and their mitigation are covered under Risks and Concerns Section of the Management Discussion and Analysis.

NOMINATION & REMUNERATION POLICY:

The Board periodically evaluates the need for change in its composition and size. The policy of the Company performance as well as on the appointment and remuneration leadership of Directors, Key Managerial Personnel and Senior Management

Personnel, including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 are formulated by the Nomination and Remuneration Committee. The Policy is available in the companys website at www.srikalahasthipipes.com.

The Nomination and Remuneration Committee of the Company is in compliance with the provisions of Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the terms of reference to the Committee are :-

a. To guide the Board in relation to appointment, retention and removal of Directors, Key Managerial Personnel and Senior Management.

b. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c. To recommend to the Board on remuneration payable to the Directors and Key Managerial Personnel.

d. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

Your Company believes that Corporate Social Responsibility (CSR) plays a major role in the inclusive development of the nation through continuous and purposeful engagement with society around. The Company is well on its course to execute its CSR initiatives to meet the pressing needs towards empowering women and children living in and around the location, where it operates and beyond. Companys CSR efforts are directed towards enabling an ideal scenario where women and girls have access to quality education, healthcare and livelihood skills to build their own destinies while taking vital decisions in their families and society at large.

The Board has adopted a Corporate Social Responsibility Policy (CSR Policy), Rules, 2014 in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with section 134(3) and 135(2) of the Companies Act, 2013 is at Annexure III to this Report.

During the FY2017-18, the Company has spent about INR 3.63 Crores as against INR 3.58 Crores to have been spent during the year under review, towards various CSR activities which are covered in detail in the Report on CSR, which forms part of this report. The Company is following a systematic process to ensure that meaningful and measurable outcome is delivered from its CSR initiatives, which are relevant and impactful and meet the intent of the law and the CSR Policy.

WHISTLE BLOWER MECHANISM (POLICY) :

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instance of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. During the year under review, the Company has not received any complaints under the said mechanism. The Whistle Blower Policy of the Company has been displayed on the Companys website at www.srikalahasthipipes.com

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

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year 2017-18, no complaints were received by the ICC.

EVALUATION OF PERFORMANCE OF BOARD MEMBERS :

During the year, a formal process for annual evaluation of performance of Board, its committees and directors individually was carried out as per the criteria laid down by the Nomination and Remuneration Committee, pursuant to the provisions of the Companies Act, 2013 and SEBI LODR. The criteria for evaluation of board and its committees were based on the structure, composition, board-management relationship, effectiveness in terms of roles and responsibilities and processes encompassing the information flow and functioning. The guiding standards for the assessment of performance of directors (including the independent directors) were, their attendance and participation at board meetings, sharing of their relevant domain expertise, their strategic inputs and demonstration towards governance compliances.

The evaluation was carried out through a structured methodology approved by the Nomination and Remuneration Committee after ensuring that the aspects under each of the laid down criteria are comprehensive and commensurate with the size of the board and the Company. The Nomination and Remuneration Committee, reviews and makes recommendation to the board, from time to time, for ensuring an optimum composition of the Board and its Committees, induction of directors into the Board, participation on the Board effectiveness and evaluation process. The outcome of the evaluation also forms the basis for the Nomination and Remuneration Committee while considering re-appointment of Directors and appointment in various Committee(s) of the Board.

The performance of every Director was evaluated by the Nomination and Remuneration Committee. The performance evaluation of the Independent Directors was carried out by the entire Board. Further, the performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

From the evaluations of the Board, it was observed that the Board and its committees are functioning efficiently every director continues to be effective and demonstrates the level of commitment towards the affairs of the Company.

The Independent Directors of the Company held a separate meeting without the attendance of Non Independent Directors and evaluated the performance of non-independent directors and the board as a whole and Chairman of the Company. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

FAMILIARISATION PROGRAMME :

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the Board Meetings, Committee Meetings and Independent Directors Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of Meetings of the Board held during the Financial Year 2017-18 are given in the Corporate Governance Report which forms part of this report.

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties during the year were in the ordinary course of business and on an arms length basis. The Company has formulated a policy on "Related Party Transactions" and the process of dealing with such transactions, which are in line with the provisions of the Companies Act, 2013 and SEBI LODR. The same is available on the website of the Company www.srikalahasthipipes.com

Prior omnibus approvals from the Audit Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures on related party contracts and arrangements are made to the Audit Committee and the Board on a quarterly basis.

During the year under review, there were no material related party transactions under regulation 23 (4) of SEBI LODR entered into by the Company, which necessitates approval of shareholders. 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, are provided at Annexure IV to this report and the related party disclosures as per Ind AS-24 have been provided in Note 43 to the financial statement.

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, in terms of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forming part of this report vide Annexure V.

QUALIFIED INSTITUTIONS PLACEMENT :

The shareholders of the Company had approved to raise funds upto INR 250 Crores by way of Qualified Institutions Placement (QIP) in order to cater to the business purposes, including repayment of long term and short term debt, to fund the organic and inorganic growth of the Company, to meet working capital requirements of the Company and for general corporate purposes. Your Company has successfully raised INR 250 Crores through its Qualified Institutional Placement (QIP) in the month of December, 2017, which saw participation by some reputed institutional investors. The company has issued 69,34,812 equity shares of face value of INR 10/- per equity share at INR 360.50, including a premium of INR 350.50 per share. This is an important milestone in the corporate journey of your Company and the response to this QIP issue is a testimony to the Companys growth oriented financial performance and the confidence reposed by the investors in the business model of your Company. Pending utilization of proceeds of QIP for the intended purposes, the un-utilized funds are now parked in mutual funds and fixed deposit with banks.

Energy conservation, technology absorption and foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure VI and forms part of this report.

OTHER DISCLOSURES:

Particulars of information forming part of the Boards Report pursuant to Section 134 of the Companies Act, 2013 and relevant Rules thereof, not covered elsewhere in the report due to non applicability are given hereunder :-

1. There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their report or by the practicing Company Secretary in the Secretarial Audit Report.

2. The Company, as per its policy, has granted loans to employees aggregating INR 13.07 lakhs during the year ended 31st March, 2018.

3. Particulars of Loans or investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans are primarily granted for effective utilization of surplus funds available with the Company.

4. There are no material changes or commitments occurring after 31st March, 2018, which may affect the financial position of the Company or may require disclosure.

5. During the year under review, there has been no change in the nature of business of the Company.

6. The Company did not have any subsidiaries, joint ventures and associate companies, which have ceased during the year.

7. The Company has not accepted deposits under Chapter V of the Companies Act, 2013.

8. The Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Companys operations in future.

STATUTORY AUDITORS:

At the 25th Annual General Meeting (AGM) held on 27th September, 2017 M/s. Lodha& Co., Chartered Accountants (Firm Reg. No. 301051E), were appointed as Statutory Auditors of the Company for a term of five years (subject to ratification by shareholders at every AGM, if required, under the prevailing law at that time) to hold office from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company. Accordingly, the appointment of M/s. Lodha & Co is placed for your ratification in the ensuring AGM of the Company.

Further, the Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS:

In compliance with the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor in Practice. Accordingly, the Board at its meeting held on 28th April, 2018, has on the recommendation of the Audit Committee, appointed M/s. Narasimhamurthy & Co, Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2018- 19 on a remuneration of INR 1.40 lakhs plus taxes as applicable and reimbursement of actual travel and out of pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The Cost Audit Report of the Company for the Financial Year ended 31 March, 2017 was filed in XBRL mode with the Ministry of Corporate Affairs within the stipulated due date.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, Mr. S. Chidambaram, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the FY 2017-18. The secretarial audit report confirming compliance by Practicing Company Secretary to the applicable provisions of the Companies Act, 2013, SEBI LODR Regulations, 2015 and other applicable laws is appended at Annexure VII to this report and it does not contain any qualification, reservation or adverse remark.

GREEN INITIATIVE :

In support of "Green Initiative" taken by the Ministry of Corporate Affairs ("MCA") in the Corporate Governance" by allowing service of documents by a Company to its Members through electronic mode, the Company will continue to send various communications and documents like notice calling general meetings, audited financial statements, directors report, auditors report etc., in electronic form, to the email address provided by the Members to the Depositories or to the Company.

Our Company impresses upon its shareholders to contribute to this green initiative in full measure by registering their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to take necessary steps for registering the same with the company so that they can also become a part of the initiative and contribute to the Green Movement.

ANNEXURES TO THE BOARDS REPORT :

1. Corporate Governance Report is enclosed vide Annexure – I.

2. Pursuant to Regulation 34 of Listing Regulations 2015, Management Discussion and Analysis Report is enclosed vide Annexure – II.

3. Pursuant to Section 135 (4) (a) of the Companies Act, 2013 read with Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on CSR activities in the prescribed format, forming part of the Directors Report is enclosed vide Annexure – III

4. Pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties in the prescribed Form AOC-2, forming part of Directors Report is enclosed vide Annexure – IV.

5. Disclosure under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 is enclosed vide Annexure – V.

6. Pursuant to Section 134 (3) (m) of the Companies Act, 2013, information relating to Conservation of Energy, Technology absorption and foreign exchange earnings and outgo is enclosed vide Annexure –VI.

7. Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014, the Secretarial Audit Report is enclosed vide Annexure – VII.

8. Pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under sub section (3) of Section 92 is enclosed vide Annexure – VIII.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. The selected accounting policies were applied consistently and the Directors 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 31st March, 2018 and of the profit of the company for the financial year ended 31st March 2018.

iii. Proper and sufficient care has been taken 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. Sufficient internal financial controls have been laid down and such internal financial controls are adequate and were operating effectively,

vi. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for all levels of employees for their hard work, dedication, commitment and solidarity. Your Directors also acknowledge contributions of Bankers, Statutory Auditors, Cost Auditors, Secretarial Auditors and Internal Auditors and are grateful for their consistent support and cooperation. Your Directors also wish to thank all the shareholders, business partners and other stakeholders for reposing their faith, trust and confidence in

Your Directors also place on record their sincere appreciation for the valuable guidance received from Shri Mayank Kejriwal, Managing Director and for his constructive contribution in shaping the progressive growth of your Company.

For and on behalf of the Board of Directors
Date: 28th April, 2018. G. Maruthi Rao
Place: Chennai Chairman
DIN : 0083950