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Your Directors are pleased to present the 31st Annual Report of the Company for the financial year ended on March 31, 2018.
The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). In accordance with the notification issued by Ministry Corporate Affairs, the Company has adopted Ind AS with effect from April 1, 2017 being first Ind AS financial statement with transition date of April 1, 2016. Accordingly, figures for the financial year 2016-17, has been restated in accordance with Ind AS.
1. A_ HIGHLIGHTS OF RESULTS AND STATE OF COMPANYS AFFAIRS
|(Rs. in lacs)|
|Revenue from Operations & Other Income||72,732||70,176||85,239||80,803|
|Profit before Financial Charges, Depreciation & Taxation||26,029||24,544||27,340||24,185|
|Less: Financial Charges||73||1||179||3|
|Less: Depreciation & Amortisation Expenses||435||351||681||688|
|Pro_t Before Tax||25,521||24,192||26,480||23,494|
|Less: Income Tax||6,788||6,475||6,788||6,614|
|Less: Deferred Tax Liability||493||255||493||255|
|Less: Provision for tax of earlier years||(56)||(3)||(56)||(3)|
|Pro_t After Tax||18,296||17,465||19,255||16,628|
|Other comprehensive income||(270)||240||(281)||185|
|Total Comprehensive income for the year||18,026||17,705||18,974||16,813|
B_ KEY FINANCIALS AS ON MARCH 31, 2018
Consolidated Financial Results
Your Company, along-with its subsidiaries, has a global presence. In order to provide an overall view of the comprehensive performance of the group, the Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the Ind AS that are applicable. The consolidated revenue from operations along with other income stood at H85,239 lacs. The profit after tax was H19,255 lacs.
|The highlights of the key financials are as under:||
( H in lacs except per share data)
|Equity Share Capital||1,399||1,399|
|Book Value Per Equity Share||86||87|
|Earnings Per Share (EPS)||26.15||27.52|
|Contribution to Exchequer||19,502||19,967|
During the year under review, the Board of Directors has declared three interim dividends aggregating to H3.00/- (150%) per share and bifurcation of the same is as under:
|Date of Declaration||Interim Dividend Amount per share (in H)||% of dividend|
|August 10, 2017||1.00||50|
|October 31, 2017||1.00||50|
|January 23, 2018||1.00||50|
The Board has recommended a final dividend of H1.50/- (75%) per equity share having face value of H2/- each subject to approval of members at ensuing annual general meeting for the financial year ended on March 31, 2018.
An aggregate dividend for the financial year ended on March 31, 2018 on approval at ensuing annual general meeting would be H4.5/- (225%) per share.
SHAREHOLDERS REWARD POLICY
Symphony believes in maintaining a fair balance over a long term period between payout / reward to the shareholders and cash retention. The Company has been conscious of the need to maintain consistency in payout / reward to the shareholders. The quantum and manner of payout / reward to shareholders of the Company shall be recommended by the Board of Directors of the Company.
Method of Payout/Rewards to the Shareholders
A.1 Dividend Distribution Policy
This policy is framed pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter referred to as Listing Regulations).
a) The Company will generally endeavour to distribute to the shareholders up to 50% of its profit after tax (including dividend distribution tax and other taxes as applicable).
b) In rare circumstance of any contingency, acquisition opportunities or other business opportunities or unforeseen circumstances, payout to shareholders may be precluded at the discretion of the Board of Directors.
c) Recommendation with regard to payout to shareholders shall be influenced by various factors including, without limitation, internal factors such as profits earned during the fiscal year, liquidity position, fund requirement for acquisitions, reward to shareholders by corporate actions (like buy back of shares) and external factors such as general market conditions, cost of raising funds from alternate sources, applicable taxes including tax on dividend, exemptions under tax laws available to various categories of investors and future expansion opportunities etc.
d) The retained earnings of the Company shall be utilized for future growth and expansion of business, probable acquisitions, working capital and for meeting unforeseen contingencies.
e) The Company has only one class of shares viz. equity shares.
A.2 Interim Dividend
The Board of Directors may, as and when consider it fit, on the basis of performance, profitability, liquidity and on review of quarterly / half yearly / periodical financial statements declare interim dividend to reward the shareholders.
A.3 Special Dividend
The Company may consider special dividend in exceptional circumstances in such event, the limit as stated in clause 1(a) above may exceed.
B. Bonus Issue
As and when the Company has large accumulated reserves represented by free reserves, securities premium, surplus etc. which are felt more than the requirements of the Company, the Board may consider to utilize such balances towards issuance of bonus equity shares or any other security (ies) as may be permissible under the applicable provisions of the Companies Act, 2013, SEBI Act along with applicable regulations thereunder and any other Act as may be applicable.
C. Buy Back
As and when the Company has large accumulate reserves represented by free reserves, security premium, surplus etc. which is also supported by sufficient liquidity in the Company, the Board of Directors may consider to carry out Buyback of its equity shares in accordance with the relevant applicable provisions of the Companies Act, 2013, SEBI Act along with applicable regulations thereunder and any other Act as may be applicable.
D. Sub Division / Splitting of Shares
The Board of Directors may also consider to sub-divide the equity shares in order to improve the liquidity in the market and to make it more affordable to retail shareholders thereby attracting better participation of retail shareholders in the equity shares of the Company.
Further, the said policy can be accessed at http:// www.symphonylimited.com/Uploads/Investor/ CorporateGovernance/CorpGov_13121322387.pdf
3. MATERIAL CHANGES AND COMMITMENT
There was no material change and commitment affecting the financial position which occurred between the financial year end and the date of this report.
4. OPERATIONS REVIEW
During the year under review, gross revenue on standalone basis stood at H72,732 lacs. During the period 2017-18, your Company continued its thrust on distributor network expansion and increased the same by 28% thereby reaching almost all consumer durable and home appliances markets in the remotest parts of the country.
Your Company strongly believes in innovation in product design and features. During the year, as many as 19 new models were introduced in the market. With this, we now offer as many as 48 models making it by far the largest range not only in the country but across the world in this segment. The new models included Sense range of coolers which operate through Gesture Control, a first of its kind feature in Air cooler industry.
Your Company has also tied up with various Consumer and Channel Finance Companies to further penetrate the market and help trade partners as well as consumers to tie up for their fund requirements to purchase companys products.
After Sales Service
The distribution network expansion was also accompanied by the optimisation of After Sales Service centre network across the country. The year saw a sizeable investment of resources in introducing a new Service Customer Relationship Management (CRM) platform for better handling of Customer calls and managing the wide network of service centres across the country. With the new CRM platform and with enhanced call centre infrastructure, your Company has equipped itself to retain its leadership in Sales and Service.
The year also saw many Service Engineers and Sales Persons being trained through over 300 Sales and Service training programmes conducted throughout the country. This will help in ensuring better customer connect at all levels and help in further strengthening our leadership position in the market.
During the period under review, your Company retained its leadership in the fast emerging Modern Trade and E-Commerce business. Besides retaining its market share, the Company has also added new customers in its portfolio.
Air Coolers - Overseas Business
During the year, revenue from Operation of International Business was H6,571.79 lacs
The meagre growth was due to a substantial amount of carry forward inventory by International distributors in Latin America and South East Asia due to relatively weak season in these regions. However, Industrial and Commercial Coolers in International markets picked up with the introduction of these coolers in almost 20 countries in the current year.
Overall, European markets showed robust growth and amongst the traditionally strong markets, Saudi registered good growth. In the current year, your companys products were introduced in 5 new countries.
Your Company has also opened local warehouses in Europe and South Africa for faster deliveries. This has started paying dividends as we saw growth from these markets.
Net sales value improved in the current year as prices were increased in many markets. Improved realisations led to a better bottom line growth in International business.
Your Company continues to have several international quality certifications like CE, SASO, NOM etc. which provide access to other countries as well.
Advertising and Marketing
To create a significant customer pull, your Company has launched new TV campaigns to support the introduction of Cloud air cooler, Touch range and Sense range of air coolers. Your company maintained its dominance in print, electronic and digital media with almost 60% share of voice in these. Your Company also invested a considerable amount in conducting product feature training for dealer salespersons as part of Below-the-Line activities and also dealer tie up schemes aimed at improving dealer loyalty.
Central Air Cooling Solutions
The Central Air Cooling Solutions business was consolidated through focused efforts, increased manpower and expansion of nationwide dealer network as a result of this initiative many new prestigious customers have been added to our customer base in this segment.
During the year, a new range of coolers from China was introduced, which was accepted and received overwhelming response from both channel partners and customers. Your Companys continuous endeavour to introduce new models of coolers with higher performance and customer friendly features enabled it to further strengthen its market leadership in this category.
Your Company bagged orders in various sectors like hotels, hospitals, educational institutes, malls, places of worship, engineering and auto industry, textiles, printing and packaging etc. Some of the prestigious orders included those from Tata Steel, Unilever group, FIAT, Eglo, L&T, Parle, Exide Industries, Hindalco, Ghadi Detergent, Chokhi Dhani, Bhatinda University, Dhoot Transmission, CEPT University and Incap.
During the year under review, your Company continued with many business development activities through advertisements in newspapers, journals, TV channels and participation in exhibitions across the country. Your Company continued its liaison with some key opinion makers like HVAC consultants and large MEP contractors and Architects. An All India Dealer training programme was also held at Ahmedabad to launch the new models and train the dealers and their technical staff to install and service the new range.
The Central Air Cooling Solutions segment has gained momentum and revenue from this segment are expected to increase substantially in the near future.
During the year under review, your Company continued to operate in two Special Economic Zones (i) Kandla SEZ at Gandhidham, Kutch, Gujarat and (ii) Surat SEZ at Sachin, Surat, Gujarat. It may be noted that the SEZ units enjoy a number of direct and indirect tax benefits including benefits under the new foreign trade policy.
5. OVERSEAS OPERATIONS
(a) Impco S. de R. L. de C.V, Mexico
The operational income increased 12.4% due to a strong summer and more aggressive commercial strategies, which led IMPCO to a total Profit before Tax of 39.6mn Mexican Pesos.
During the year, IMPCO sold the earlier plant premises/ properties and shifted to state of the art and modern new premises, which additionally meets the business requirements having all areas in one single building working on more efficient way. IMPCO successfully completed transition to outsourced manufacturing during this year with desired quality levels, and, also liquidated all its machinery and equipment including paint line.
During the year, company developed and launched a first "All Plastic" window cooler in the Mexico market which received a very good response. Also, during the year, announced the new vision of the Company which seeks accelerated growth in the next 3 years, mainly with the incorporation of new product lines.
(b) Guangdong Symphony Keruilai Air Coolers Co. Ltd (GSK), China
The year under review was the second operating year after acquisition.
The operating loss during the calendar year 2017 as compared to previous year is drastically reduced on account of various steps taken by the Company to reduce overheads as well as raw material buying costs and also improve the operating efficiencies.
During the year, company shifted to new premises, which offered drastic improvement in operations efficiencies apart from reducing costs.
The Company has also developed and introduced several new products for industrial, commercial as well as household applications, and, also developed several new markets - both domestic as well as international. Introduction of complete new logo, and, harmonisation of color scheme, and, control graphics etc across entire product range allowed a complete new and fresh look for entire product portfolio.
GSK products also successfully introduced to Symphonys already established markets of India and Mexico, and, are received very well in these markets. Several senior and sales persons from Symphonys India and Mexico teams have visited GSK during the year for familiarization with products and technology.
GSK participated in several national as international exhibitions and these have resulted in very healthy order book as well as promising enquiries.
All these measures in 2017 have paved a solid foundation for sustainable growth in the coming years. At this pace of improvement both in sales and costs, we hope to break-even within 18 - 24 months.
6. AWARDS AND ACCOLADES
The Brand Trust Report India Study 2018 ranks SYMPHONY Indias Most Trusted Air Cooler Brand in a study covering 9000 brands across 16 cities from Trust Research Advisory (TRA).
Received the YES BANK-BW (Business world) Best CFO Award for the year 2018.
Air Cooler Models "Storm 70C" & "Touch 35" are awarded for CE LVD directive belongs to European Countries.
The Models like "DiET" series, "Storm 100i", "Storm 70C" and "Winter XL" are awarded for EMC and ERP CE directive belongs to European Countries.
"Hi Cool" Model is awarded for In-metro certificate for Brazil.
Export models like DiET, series, Hi Cool variants, Ice cube variants, Ninja variants, Silver, Winter, Sumo, Siesta 70 etc. are awarded for Kingdome of Saudi Arabia (KSA) certificates, Soncap certificates for Nigeria and KUCAS certificate belongs to Kuwait.
Air Coolers models of GSK China, are awarded for KSA Certificates like KD series, PAC series, Movicool Series, KF series, Ll series, MAC series.
ISO 9001 : 2015 for QMS is successfully extended and renewed for next year.
The awards won / certificates obtained by the Company reflect its consistent outperformance and staying ahead of its competitors with its focused approach, innovative products and dynamic business strategies.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to provisions of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the financial year ended on March 31, 2018, is forming part of this annual report.
8. CORPORATE GOVERNANCE
Pursuant to provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, Corporate Governance Report for the financial year ended on March 31, 2018, is annexed to this annual report.
The requisite certificate was obtained from the Practising Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
Your Company has two subsidiary companies, (i) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China and (ii) IMPCO S. de R. L. de C.V., (IMPCO), Mxico.
During the year under review, the Company had divested its investment in Sylvan Holding Pte Limited (Sylvan) Singapore, a wholly owned subsidiary. On the basis of an application for striking off the name of the Company filed by Sylvan, the name of Sylvan has been struck off from the Registrar of Companies, Singapore.
In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the Companys subsidiaries in Form No. AOC-1 is annexed to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.
The financial statement of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statement of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.symphonylimited.com.
Members of the Company, at its 28th Annual General Meeting held on October 27, 2015, had approved appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of the then ensuing annual general meeting until the conclusion of the thirty third annual general meeting of the Company.
The Company has received a consent letter along with certificate from the Auditor under the provisions of the Companies Act, 2013, stating that they are not disqualified from continuing as Auditors of the Company.
The Auditors report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/ comments.
11. COST AUDITORS
During the year under review, the Company was not required to appoint cost auditors.
12. CORPORATE SOCIAL RESPONSIBILITY
As required under Section 135 of the Companies Act and the rules made thereunder, the annual report on Corporate Social Responsibility containing details about composition of the Committee, CSR activities, amount spent / unspent during the year, reasons and other details is enclosed as Annexure 1. The Corporate Social Responsibility Policy is displayed on website of the Company.
13. SECRETARIAL AUDIT REPORT
As required under Section 204 of the Companies Act, 2013, the Board of Directors of your Company had appointed M/s. SPANJ & Associates, Practicing
Company Secretaries, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2018, is annexed to Boards Report as Annexure 2.
The Secretarial Auditors report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.
As a part of good corporate governance practice adopted by the Company, the Company has voluntarily carried out audit of Karvy Computershare Private Limited (Karvy), Registrar and Transfer Agent of the Company in respect to various work related to Transfer, Transmission, Duplicate Issue of Shares, Name corrections / additions, Demat / Remat of shares etc. executed by Karvy to strengthen the verification and approval process and early detection of loopholes / leeway, if any, in the system.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Nrupesh Shah, Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
The Board of Directors at its meeting held on May 22, 2018, has appointed Mr. Ashish Deshpande as an Additional Director (Independent) of the Company for a period of five years effective from May 22, 2018 subject to approval of members in their ensuing annual general meeting.
Brief profiles of Mr. Nrupesh Shah and Mr. Ashish Deshpande, as required under Regulation 36 (3) of the Listing Regulations and Secretarial Standards - 1, are annexed to the notice convening the 31st Annual General Meeting, which forms part of this Annual Report. Your directors recommend their appointment.
Mr. Satyen Kothari, an Independent Director has tendered his resignation w.e.f. closing hours of May 22, 2018. The Board has placed on record its appreciation for contribution received from Mr. Satyen Kothari during his tenure as an Independent Director of the Company.
15. EXTRACT OF ANNUAL RETURN
In accordance with Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in prescribed Form No. MGT - 9 is annexed herewith as Annexure 3.
16. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:
(a) in the preparation of the annual accounts for the financial year ended on March 31, 2018, the applicable Indian accounting standards have been followed and there are no material departures from the same;
(b) they 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 at the end of the financial year and of the profit of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f ) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. MEETINGS OF THE BOARD
Four meetings of the Board of Directors of the Company were held during the year under review. The details of composition, meetings, attendance and other details of the Board are reported under Corporate Governance Report which is forming part of the annual report.
Your Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Companies Act, 2013.
18. AUDIT COMMITTEE
The Committee comprises Mr. Dipak Palkar, Chairman, Mr. Naishadh Parikh and Ms. Jonaki Bakeri. In accordance with provisions of Section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2017-18.
The details of composition, meetings, attendance and other details of the Audit Committee and other committees are reported under Corporate Governance Report which is annexed to Boards Report.
19. NOMINATION & REMUNERATION POLICY
The Company has framed Nomination & Remuneration Policy for appointment of directors, key managerial personnel and senior management personnel, their remuneration and evaluation of directors and Board. The details of the said policy is forming part of Corporate Governance Report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The liquidity position of your Company is fairly comfortable and therefore the surplus funds were invested to generate returns. As required under Section 186(4) of the Companies Act, 2013, the following are the details of investments made or loans/guarantee/security given or provided as at March 31, 2018:
|Name of Entity||Investment/ Loan/ Guarantee||Relationship, if any.||Aggregate amount of investments made / loan / guarantee provided as at 31.03.2018||Purpose for which loans/ guarantee proposed to be|
|(H in lacs)||utilized|
|1 Infrastructure Leasing and Financial||Investment||-||108||-|
|Services Ltd. - NCRPS, 15.99%|
|2 Infrastructure Leasing and Financial||Investment||-||260||-|
|Services Ltd. - NCRPS, 16.99%|
|3 Infrastructure Leasing and Financial||Investment||-||161||-|
|Services Ltd. - NCRPS, 16.99%|
|4 Tata Capital Limited CRPS 12.50%||Investment||-||154||-|
|5 Infrastructure Leasing and Financial||Investment||-||210||-|
|Services Ltd. - NCRPS, 16.46%|
|6 Infrastructure Leasing and Financial||Investment||-||424||-|
|Services Ltd. - NCRPS, 16.06%|
|7 JM Financial Products Ltd - MLD||Investment||-||2,000||-|
|8 Wondrous Buildmart Pvt Ltd NCD||Investment||-||704||-|
|9 JM Financial Products Ltd - MLD||Investment||-||1,000||-|
|10 JM Financial Products Ltd - MLD||Investment||-||1,000|
|11 Edelweiss Finvest Pvt Ltd MLD||Investment||-||1,009||-|
|12 IIFL Wealth Finance Ltd - MLD||Investment||-||1,000||-|
|13 NHAI 7.28% 18.09.30 - Tax Free Bond||Investment||-||579||-|
|14 NHAI 8.30% 25.01.27 - Tax Free Bond||Investment||-||586||-|
|15 IRFC 7.35% 22.03.31 Tax Free Bond||Investment||-||338||-|
|16 HUDCO 7.39%, Bonds||Investment||-||559||-|
|17 HUDCO 7.39%, Bonds||Investment||-||957||-|
|18 NHAI 7.28% 18.09.30 - Tax Free Bond||Investment||-||578||-|
|19 Zee Entertainment Enterprises Ltd||Investment||-||2,700||-|
|6% Preference Shares|
|20 IRFC 7.28% 21.12.30 Tax Free Bond||Investment||-||270||-|
|21 NABARD 7.35% - Tax Free Bond||Investment||-||1169||-|
|22 NHAI 8.50% 05.02.29 - Tax Free Bond||Investment||-||590||-|
Please refer Note No. 4 and 8 forming part of standalone financial statements for full details of investments made by the Company.
21. PARTICULARS OF CONTRACTSOR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements entered with related parties as per Section 188(1) of the Companies Act, 2013, in prescribed Form No. AOC-2 are given in Annexure 4 to the Boards Report.
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and the same were placed before the Audit Committee and also to the Board for their approval. The Company has also obtained omnibus approval on a yearly basis for transactions which are of repetitive nature. All Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.
22. RISK MANAGEMENT
The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company periodically reviews its process for identifying, minimizing and mitigating risks. The Board of Directors of the Company have framed a risk management policy and same is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
23. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, its committees and all directors of the Company as per the guidance notes dated January 5, 2017 issued by the SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of Board, Committee and all directors of the Company as required under the Companies Act, 2013 and the Listing Regulations.
i. Criteria for evaluation of Board
Criteria for evaluation of Board broadly covers the competency, experience, qualification of the Director, diversity of the Board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, evaluation of risks etc.
ii. Criteria for evaluation of Committee
Criteria for evaluation of Committee cover mandate and composition, effectiveness, structure and meetings, independence of the committee from Board and contribution to decisions of the Board.
iii. Criteria for evaluation of Directors
These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, leadership participation at meetings, knowledge & skill, personal attributes, leadership, impartiality etc.
The Board of Directors expressed their satisfaction with the evaluation process.
24. DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and Listing Regulations.
25. VIGIL MECHANISM
The Company has established a vigil mechanism to provide adequate safeguard against victimization and to provide direct access to the Chairman of Audit Committee in appropriate cases. This mechanism is available on the website of the Company.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.
27. PARTICULARS OF EMPLOYEES
The statement of disclosure of remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), are set out as Annexure 5 to the Boards Report.
The statement of disclosures and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules is forming part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.
28. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to Companys policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The same is reviewed by the Statutory Auditor and Internal Auditor at regular intervals and also by the Audit Committee.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013
Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
There were no complaints received during the year under review.
The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest was outstanding as on March 31, 2018.
The insurable interests of the Company including building, plant & machinery, stocks, vehicles and other insurable interests like loss of profits, directors & officers liability etc. are adequately covered.
32. SEBI ORDER AGAINST SHAREPRO SERVICES _I_ PVT. LTD. _SHAREPRO_
The Company has filed FIR against Sharepro, their employees and others. Further, Investigating Officer has already filed a preliminary charge sheet before Honble Metropolitan Magistrate Court, Ahmedabad in a Criminal case and the same is pending before the Honble Court for further process.
33. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo is annexed to this Report as Annexure 6.
34. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the financial year 2017-18, as stipulated under Regulation 34 of the Listing Regulations is annexed to this Report as
Your Directors wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.
Your Directors also wish to place on record their deep sense of appreciation for the valued support & cooperation by OEMs, distributors, dealers, service franchisees, suppliers, C&FAs, bankers and all other stakeholders of the Company and look forward to their continued association with the Company. The Company will make every effort to meet the aspirations of its Shareholders.
For and on behalf of the Board
Date: May 22, 2018