Veto Switchgears & Cables Ltd Directors Report.

Dear Members,

The Board of Directors hereby presents the 12th Annual Report of the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2019 and other accompanying reports, notes and certificates. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Company Performance

Your Company is growing expeditiously. The Standalone and Consolidated Audited Financial Results of the Company for the year ended 31st March 2019 are as follows:

Financial Results

Particulars

Consolidated

Standalone

2018-19 2017-18 2018-19 2017-18
Revenue from Operations (including other Income) 21,867.74 25,562.77 11,556.96 12,963.76
Less Expenses :
(a) Cost of materials consumed 5,817.41 5,125.90 5,079.39 4,728.51
(b) Purchases of stock-in-trade 16,935.56 14,571.56 4,022.92 4,201.08
(c) Changes in inventories of finished goods, and stock-in-trade (5,486.63) (705.90) (1,651.40) (1,243.68)
(d) Employee benefits expense 936.48 901.08 807.65 755.32
(e) Finance costs 389.43 275.64 387.35 273.98
(f) Depreciation and amortisation expense 146.68 158.17 129.64 148.05
(g) Other expenses 1,533.26 1,344.10 1,423.25 1,124.35
Total expenses 20,272.19 21,670.55 10,198.81 9,987.61
Profit before tax and exceptional items 1,595.55 3,892.22 1,358.16 2,976.15
Less: Exceptional items - - - -
Profit before tax 1,595.55 3,892.22 1,358.16 2,976.15
Less: Tax Expense 438.24 995.15 425.16 983.07
Less: Minority interest - - - -
Profit after tax 1,157.30 2,897.07 933.00 1,993.08

Indian Accounting Standards

Indian Accounting Standards (IND AS) had replaced the Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014 pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) and since then the Indian Accounting Standards (IND AS) is applicable on the Company for the accounting periods beginning on or after 1st April, 2017.

Consolidated Financial Results

During the year under review on consolidated basis our Company earned profit before tax and exceptional items of Rs. 1,595.55 Lacs against Rs. 3,892.22 Lacs in the previous year. The Company earned profit after tax of Rs. 1,157.30 Lacs as compare to Rs. 2,897.07 Lacs in the previous year. The Company had Income from operations of Rs. 21,830.13 Lacs as compared to Rs. 25,362.88 Lacs in previous year. The Profit before Interest/Depreciation/Tax (PBDIT) was Rs. 2,131.66 Lacs as compared to Rs. 4,326.04 Lacs in previous year.

Standalone Financial Results

During the year under review on standalone basis our Company earned a profit before tax and exceptional items of Rs. 1,358.16 Lacs against Rs. 2,987.17 Lacs in the previous year. The Company earned profit after tax of Rs. 933.00 Lacs as compare to Rs. 2,004.09 Lacs in the previous year. The Company had Income from operation of Rs. 10,893.32 Lacs as compared to Rs. 12,368.79 Lacs in previous year. The Profit before Interest/Depreciation/Tax (PBDIT) was Rs. 1,860.58 Lacs as compared to Rs. 3349.13 Lacs in previous year. Keeping pace with growth trajectory and its efforts to improve efficiency, productivity and profitability the management seeks the trust of shareholders in future growth of the Company and enhancement of shareholders wealth.

Dividend

"The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review."

Reserves

Rs. 933.00 lakhs has been transfered to reserves and surplus account during the current year.

Share Capital

The paid up Equity Share Capital as at March 31st 2019 stood at Rs. 19,11,49,550.

The paid up Equity Share Capital as at 31st March 2018 was Rs.18,32,71,000. However, the company had allotted 7,87,855 Equity Shares of Rs. 10 each pursuant to exercise of Stock Options under Employee Stock Option Scheme 2015 ("ESOP SCHEME 2015")

Also, through the Extra-ordinary General Meeting ("EGM") of the Members of the Company held on May 31st, 2017 the company has been authorised to create, offer, issue and allot, by way of a preferential issue, from time to time and in one or more tranches, an aggregate of 45,00,000 (Forty Five Lacs) warrants convertible into equivalent number of equity shares of a face value of Rs. 10/- each of the Company ("Warrants"), at any time within a period of 18 months from the date of allotment of Warrants, at an exercise price of Rs. 170 (including a premium of Rs. 160) per equity share ("Exercise Price") to the Promoter Group entities of the Company.

It was noted that a sum of Rs. 19,12,50,000/- (Rupees Nineteen crores Twelve lacs Fifty thousand only) was received by the Company before the allotment of the 45,00,000 Warrants as up-front subscription money. The Committee for Preferential Issue of Warrants of the Board of Directors at its meeting held on 15* December, 2018 noted that the balance amount against the aforesaid warrants had not been received by the Company till 30* November, 2018 (being 18 months from the date of allotment of warrants to the allottee Promoter Group Companies) and accordingly, pursuant to regulation 77(4) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the said up-front subscription money received from the respective allottees stands forfeited.

Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations) and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014, the Annual Report containing salient features of the financial statements, including consolidated financial statements, for the financial year 2018-19, along with statement containing salient features of the Directors Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents / communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the Annual Report 2018-19, upon receipt of written request from you, as a member of the Company.

Annual Report 2018-19 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent via email to all shareholders who have provided their email address(es).

Annual Report 2018-19 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website at www.vetoswitchgears.com.

Change in the nature of business, if any

There being no change in the nature of business during current financial year.

Material changes if any affecting the financial position of the Company which have occurred between the ends of the financial year of the company to which the financial year relates and the date of the report.

The company had entered into its new Product range VYOMA1 for Modular Switches on 06th May, 2018 at Jaipur, Rajasthan.

• The company has inaugurated sales unit at Bangalore and Gwalior alongwith existing sales unit at Allahabad, Bhatinda and Indore.

Management Discussion and Analysis

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required under regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is being given separately and forms part of this Board Report.

Particulars of Loan. Guarantee and Investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the respective notes to the Standalone Financial Statements of the Company.

Deposits

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

2. Business Operations / State of Companys Affairs

The company and individuals carry the same objective of not only improving, but empowering peoples lives with our unique repertoire of products and services, backed by time tested technology and advanced Research & Development methods. With persistent focus on innovation, prompt capitalization of opportunities, building up credibility through strategic thinking, operational expertise, well planned investments and business integrity, we aim to continue our journey without any reduction in intensity or strength. The company envisages an organization that is truly global in every way i.e. technology, policies and possibilities and it can be seen with its world-wide tie-ups, collaborations and import-export relations. Your company has been developing as a distinctive brand of leadership well equipped to address critical challenges faced by industry and society. Our ambition is being recognized as one of the major competitors globally in the electrical accessories industry.

Veto Switchgears and Cables Limited is one of the most respectable cable manufacturers in India. Brand Veto is committed to quality, safety and service with no compromise. The Company is an ISO 9001:2008 certified company, engaged in manufacturing and selling wires & cables along with other electrical accessories in India.

The brand VETO came into existence in 1967 and since then holds a major sector of electrical accessories in India. The company has built powerful and efficient team of marketing professionals, dealers and distributors. Result of which can be seen through its increasing sales. Production has reached its manifold several times since its inception. We aim at providing "Best Quality at Competitive Prices."

The product portfolio ranges from industrial cables, stand cables to telephone & co-axial wires, from general switches to modular switches, from ceiling fans to rechargeable fans, compact fluorescent lamps, LED bulbs and other electrical accessories such as switch socket, MCB, bell and all other electrical accessories that are used for household purposes and manufacturing of wires and cables. Cable range starts from 0.75 mm to 10 mm. The Company also manufactures LED panel Lights, LED Flood Light, Slim Panel Light, LED strip Light and has also received tremendous response from selling the same.

The products are supplied under the brand name "VETO" and "VIMAL POWER" through large network of dealers and distributors to its valuable customers in India as well as Abroad.

VIMAL POWER is a part of Veto group and continues to reinforce a successful international presence and enhance its enviable reputation for innovation. Measures taken for continuous research and development ensures in developing world beating range of cables for satisfying or surpassing the requirements of Indian Standards.

The company had launched its new range of Modular Switches in the Brand Name "VYOMA".

Its major distribution in India covers more than 10 states including major sale in Rajasthan, Gujarat and Madhya Pradesh.

Raw Material

Our Companys present and proposed consumption of Raw material is as under:

Product category Existing (2018-19) Proposed (2019-20)
Copper 255634609 281198070
PVC Resin 27718135 30489949
Aluminium 11844185 13028604

Infrastructure facilities

• Power: Presently 400 KVA of power supply is sanctioned by Uttarakhand Power Corporation Limited of which approximately 325 KVA have been utilized for our present business operations. Addition to this, the Company has installed a DG set of 250 KVA capacity to avoid any disruption in the power supply. Therefore, we envisage that our further requirement of power for our proposed modernization plans can easily be met from the present supplies.

• Fuel: Our Company mainly requires HSD for operating the DG sets. The present monthly consumption of HSD is about 1000 litres. The HSD is being supplied by retail outlets of IOC, HPCL and BPCL.

• Water: Water is an essential need and is basically required for drinking and other domestic purpose. Presendy, about 7000 litres per day (after proposed modernization) is required at our Haridwar unit. Requirement of water is met from our own borewell. The water supply is regular and sufficient to meet entire requirements. There arise no difficulty in obtaining water because of the presence of number of borewell and the water level in the area being high due to proximity to nearby canal and River Ganga.

• Manpower: Our Company has adequate manpower at all levels and does not envisage any difficulty in getting the requisite personnel for our business operations at existing locations. Details of manpower are as follow:

Category Nos.
Top management 3
Managerial & Supervisory staff 12
Office staff 92
Skilled workers 48
Unskilled workers 349
Total 504

• Effluent Treatment and Disposal: Our Company does not generate any industrial effluents which is hazardous to the environment. The waste produced during the manufacturing operation is re-used and/ or recycled.

• Environmental Clearance: We have got all the necessary approvals from the local authorities to operate our business.

• Safety Standards: Quality and safety are the hallmarks of our diverse range of products, which are designed and manufactured to the very highest standards such as ISO 9001 and approved by the leading organizations nationally and internationally.

• Our Strategy: Companys goal is to enhance the competitiveness in the market by adopting several techniques such as continuous research and development, product engineering to ensure the best manufacturing process for our products. Research and development in electrical accessories and other allied products will better enable a competitive position in the market. Further enhancement of operations by improving the existing assets to yield better output. Installation of new assets to enhance and attract new markets is also in the horizon.

• Capacity and capacity utilization

Particulars

Projected

Actual
FY 2018-19 FY 2019-20 FY 2018-19
Wires & Cables
Installed Capacity 20.00 Lacs Bundles 20.00 Lacs Bundles 20.00 Lacs Bundles
Capacity Utilization (in %) 40% 40% 26.15%
Production 8.00 Lac Bundles 8.50 Lac Bundles 5.23 Lac Bundles
Electrical Accessories
Installed Capacity 600 Lac pieces 600 Lac pieces 600 Lac pieces
Capacity Utilization (in %) 30% 30% 21.33%
Production 200 Lac pieces 250 Lac pieces 128 Lac pieces

• Insurance

Our Company has taken up a range of insurance policies including:

1. Fire policies for our units, buildings and offices, raw materials, work-in-progress and finished goods as well as entire stock maintained at all our Depots;

2. Marine policy for transit of raw materials and finished products in India and Marine Export policy;

3. Accidental & Health insurance facility for field staff;

4. Gratuity policy.

These insurance policies are reviewed annually to ensure that the coverage is adequate. All the policies are in existence and the premiums have been paid thereon.

Risks and Concerns

1. Common Risks: Accidents in the work place, fires, earthquake, tornadoes, and any other natural disasters

2. Legal Risks, fraud, Theft, etc

3. Uncertainties in financial markets

4. Failure in Projects

5. Credit Risks

6. Outstanding Debtors

7. Security and Storage of Data and Records

8. Competitors have market standing out of Rajasthan

Internal Control System

• The Company has an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

• Company has formed the Risk Management Committee for the assessment and monitoring of the risks involved in the Company.

• Preparation and issuance of financial reports to the shareholders and in the market, including the Annual Report and consolidated financial statements, is reviewed by the Audit Committee. The Companys financial reporting process is controlled using documented accounting policies and reporting formats, supplemented by detailed instructions and guidance on reporting requirements. The Companys processes support the integrity and quality of data, including appropriate segregation of duties. The financial information of the parent entity and all its subsidiary entities which form the basis for the preparation of the consolidated financial statements are subject to scrutiny by Group level senior management. The Companys financial reports, financial guidance, Annual Report and consolidated financial statements are also reviewed by the Audit Committee of the Board prior of presenting to the Board of Directors for their consideration and approval.

• Detailed budgetary process includes identification of risks & opportunities which is ultimately approved at Board level.

• Board approved the capital expenditure and Audit Committee approved the treasury policies which clearly defines authorization limits and procedures.

• An internal audit function reviews key financial / business processes and has full & unrestricted access to the Audit Committee.

• Established systems and procedures to identify control and report on key risks. Exposure to these risks is monitored by the Risk Management Committee; and

• A risk management programme is placed throughout the Company whereby Risk Management executive reviews and monitors the controls in place both financial and non financial, to manage the risks facing the business.

Details of Subsidiaries

The Company has two subsidiary Companies. One in Jaipur in the name of "Veto Electricals Private Limited" and the other in Duabi, UAE in the name of "Veto Overseas Private F.Z.E.".

On May 29th, 2017 Veto Electricals Private Limited inaugurated its manufacturing plant (100% Export Unit) at Mahindra SEZ, Jaipur and started its commercial Production on July 1st 2017.

On November 22nd 2014 Veto Electricals Private Limited became the Wholly Owned Subsidiary Company of the Company. Same has been disclosed in Annexure-I.

On October 11th 2015 Veto registered a wholly owned subsidiary in Dubai in the name of "Veto Overseas Private F.Z.E.". It has earned total revenue of 52,357,641 AED for the year ended 31st March 2019. The Company has declared profit of 2,746,953 AED. It is headed by Mr. Ashish Goklani as its Manager. The copy of the Consolidated audited accounts together with the independent auditors report is provided in a separate section of this Annual Report.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the Companys subsidiaries are provided in the Annexure-I to the Board of the Company.

In terms of provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are also available on the website of the Company. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

Performance and Financial position of Subsidiary Company

The details with respect to subsidiary Companies in Form AOC-1 as on March 31st, 2019 have been discussed in Annexure II.

3. Human Resource Management Employee Relations

VETO encourages a culture of trust and mutual respect. Employees are aligned to common objectives and take pride in the quality of the products that enhances the factory for sale in the markets. We have always realized the importance of human capital and duly acknowledge it in our business operations. Your Company has managed to create and build "Lifers" at VETO- people who have been associated with the Company have started earning life at VETO. It ensures stability and satisfaction when we realize that our partners in success trust us to such an extent that they stand by us at all times.

Their experience, skills, knowledge, ideas and enthusiasm are an invaluable asset. We humbly acknowledge their contributions with competitive compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company.

The talent pool of your Company has steadily evolved with changing times with fresh talent being infused to meet demanding situations. The Company has a scalable recruitment and human resource management process which enables us to attract and retain high caliber minds.

Inspired by the commitment to quality and core values of honesty and transparency, your directors and employees look forward to the future with confidence and stand committed for creating an even brighter future for all our stakeholders.

Managerial Remuneration

A) Information has been laid down as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Nomination and Remuneration Committee continuously reviews the performance of the Managing Director, Whole Time Director and Other Directors.

1. Remuneration paid to Directors

(In Lacs)
Name of Director Title Remuneration in Year 2018-19 Remuneration in Year 2017-18 % increase in Remuneration in comparison to last year Ratio of Remuneration to MRE
Mr. Akshay Kumar Gurnani Managing Director 15,00,000 15,00,000 0.00 7.39
Mr. Narain Das Gurnani Whole-time Director/ CFO 12,00,000 12,00,000 0.00 5.91
Ms. Jyoti Gurnani Director 6,00,000 6,00,000 0.00 2.95

1. The remuneration disclosed here is upto 31st March 2019 as per the audited Financial Statements.

2. The Median Remuneration of Employees is Rs. 2,03,061.40 approx.

3. Median Remuneration is calculated on the basis on annualized salary, MRE - Median Remuneration of employees.

4. The median remuneration of employees was 2,03,061.40 as on 31st March 2019 and Rs. 266136 as on 31st March, 2018. There is decrease in MRE during the financial year 2018-19 of 23.70%.

5. On 31st March 2019, the total number of permanent employees on the rolls of Company is 504 employees.

6. Average Salary decrease of non-managerial employees is (13.92) % and that of managerial employees is 6.94 % in financial year 2018-19. There are no exceptional circumstances in increase in managerial remuneration.

7. There has been no change in the remuneration of any other director.

8. Remuneration paid during the year ended 31st March 2019 is as per the Remuneration Policy of the Company.

Particulars of Employees

Your Directors confirmed that no employee fall under the particulars of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

4. Corporate Governance Corporate Governance Report

Corporate Governance refers to laws, regulations, and acceptable business practices that determine relationship between corporate owners and its managers on one hand and its investors on the other hand. The concept of Corporate Governance came to response the corporate failures, crises, and misdeeds. In several economies, corporate governance concentrates on at least four important factors: Ensuring disclosures of all relevant information to shareholders and creditors including business risk analyses; Building a system of rules and voluntary practices that will guide the board of directors; Establishing independent audit committees composed of outside directors; Monitoring and controlling management. Developing economies focus on strengthening and improving the legal and regulatory systems that will ensure better enforcement of contracts and protection of property rights.

Your Company is committed to achieve and maintain high standards of Corporate Governance and places high emphasis on business ethics. Your Company has set up Remuneration Committee under Annexure 1- D of SME Equity Listing Agreement, which was later reconstituted under the name ‘Nomination and Remuneration Committee pursuant to provisions of Section 174 of the Companies Act, 2013.

A report on corporate governance confirming compliance of conditions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been included in Annexure IV of this report.

The Company has laid down well-defined Code of Conduct that fairly addresses the issues of integrity, conflict of interest, confidentiality and stress upon the need of ethical conduct which forms the basis of good Corporate Governance. This code is applicable to all members of the Board and the Senior Management Personnel. The declaration regarding compliance with Veto Switchgears and Cables Limited- Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company has been included in Annexure VII of this report.

5. Directors and Key Managerial Personnel (KMP)

Change in directors and KMP during the year

There being no change in the Directors during the Financial Year. On 15th December 2018, Ms. Bhavna Giamalani was appointed as Company Secretary in place of existing Company Secretary Ms. Shilpi Keswani.

S. No. Name of the Directors Designation Date of Appointment
1. Mr. Akshay Kumar Gurnani Executive Managing Director and CEO 27/08/2014
2. Mr. Narain Das Gurnani Whole-Time Director and CFO 28/09/2016
3. Ms. Jyoti Gurnani Director 27/08/2014
4. Mr. Mohan Sukhani Non-Executive Independent Director 31/08/2012
5. Mr. Govind Ram Thawani Non-Executive Independent Director 31/08/2012
6. Mr. Kanwarjeet Singh Non-Executive Independent Director 06/08/ 2017

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors. Relevant details have been provided in the Corporate Governance Report.

Remuneration Policy

Remuneration Policy of the Company has been laid down separately for:

1. Labours

2. Office Staff

I. For Labours

Labours Minimum Wages Act, 1948 is applicable for fixing the remuneration of the Labours. Remuneration is payable on Hourly basis.

II. For Office Staff

The Committee will recommend the remuneration to be paid to the Managing Director, Whole-time Director, KMP and Senior Management of the quantity required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. Minimum 5% increment to the Management of the Company maybe provided in excess of remuneration on the basis of outstanding performance performed by the employee only, if the Company is not satisfied with the performance of the employee than the said increment can be restricted. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

a. Managing Director

The remuneration and commission to be paid to the Managing Director shall be in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders.

b. Directors

The remuneration/compensation/commission etc. to be paid to the Directors will be determined by the Committee and recommend to the Board for approval.

c. Non-Executive Independent Directors

The Non-Executive Independent Director may receive remuneration by way of Sitting Fees for attending meetings of the Board thereof. Provided that the amount of such fees shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

d. KMPs/ Senior Management Personnel

The Remuneration to be paid to KMPs/Senior Management Personnel shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

e. Directors and Officers Insurance

Where any insurance is taken by the Company on behalf of its Directors, KMPs/Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

This Policy is updated based on the provisions of the Companies Act, 2013 and rules made thereunder and requirements of the relevant rules and regulations issued by SEBI from time to time.

In case of any subsequent changes in the provisions of the Companies Act, 2013 or any other regulations which makes any of these provisions in the policy inconsistent with the Act or regulations, then the provisions of the Act or regulations would prevail over the policy and the provisions in the policy would be modified in due course to make it consistent with Law.

This Policy shall be reviewed by the Nomination and Remuneration Committee as and when any changes are to be made in the policy due to change in regulations or as may be felt appropriate by the Committee. Any changes or modification in the policy as recommended by the Committee would be given for approval of the Board of Directors.

No. of meetings of the Board

In total seven (7) Board Meetings were held during the year 2018-2019 and the gap between two consecutive meetings did not exceed 120 days. Following is the schedule of Board Meeting:

Details of Board Meetings held

S. No. Date of Board Meeting
1. 28th May 2018
2. 13th August 2018
3. 07th September 2018
4. 14th September 2018
5. 14th November 2018
6. 15th December 2018
7. 13th February 2019

Declaration by an Independent Director(s) and re-appointment, if any

All Independent Directors of the Company have given declaration that they meet with the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms & conditions for the appointment of Independent Directors are laid down on the website of the Company and have been separately disclosed in the Corporate Governance Report,

http://www.vetoswitchgears.com/investor/corporate-govemance/independent-directors

6. Committees of Board

Following are the four Committees of the Board namely:

a) Audit Committee

b) Nomination, Remuneration & Compensation Committee

c) Corporate Social Responsibility (CSR) Committee

d) Stakeholders Relationship Committee

Detail of all the Committees along with their composition, charters duties, responsibilities, activities and meetings held during the year, have been provided in the "Report on Corporate Governance" as part of this Annual Report.

Name of Committee Composition of Committee
Audit Committee 1. Mr. Govind Ram Thawani - Chairman
2. Mr. Mohan Sukhani
3. Mr. Narain Das Gurnani
Nomination and Remuneration Committee 1. Mr. Govind Ram Thawani - Chairman
2. Mr. Kanwarjeet Singh
3. Mr. Mohan Sukhani
Shareholders/Investors Grievance Committee 1. Mr. Govind Ram Thawani - Chairman
2. Mr. Narain Das Gurnani
3. Mr. Mohan Sukhani
Corporate Social Responsibility Committee l.Mr. Govind Ram Thawani - Chairman
2. Mr. Mohan Sukhani
3. Mr. Narain Das Gurnani

7. Risk Management

The Company has framed and implemented Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

8. Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in preparation of annual accounts for the year ended 31st March 2019 and state that:

(a) in the preparation of the annual accounts for the financial year ended 31st March 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies, being applied them consistently and make judgments & 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 2019 and profit of the Company for that period;

(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 annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down which are adequate and are operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. Related Party Transactions

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained on yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval. The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.vetoswitchgears.com. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed Policy on Material Subsidiaries and it is also available on Companys website http://vetoswitchgears.com/investor/corporate-governance/policies-and-related-documents under the head Policy on Material Subsidiary.

However, a note on Related Party transactions may be referred to in the relevant notes of the Standalone Financial Statements.

10. listing of Shares

The shares of the Company are listed on recognized Stock Exchanges i.e. at Bombay Stock Exchange Limited & at National Stock Exchange of India Limited and the listing fee for the year 2018-19 has been duly paid.

11. Prevention of Insider Trading

In compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information, to preserve the confidentiality of price sensitive information, to prevent misuse thereof and to regulate the trading by Insiders. The code of practice and procedures for fair disclosure of unpublished price sensitive information is also available on the Companys website i.e. www.vetoswitchgears.com.

12. Auditors and Auditors Report Statutory Auditors

The Company had appointed M/s. K. M. Tulsian & Associates (Firm Registration No. 111075W) as the Statutory Auditor(s) of the Company for a period of 5 years commencing from the conclusion of the 10* Annual General Meeting till the conclusion of 15* Annual General Meeting to be held in the year 2022 on such remuneration as may be mutually agreed upon by the Board of Directors and the Auditors.

Our comments on financial statements referred to in the Auditors Reports under Section 145 of the Companies Act, 2013 are given below:

a) With regard to the Emphasis on Matter appearing in the Auditors Report, your attention is drawn to the notes forming part of financial statements for the year which are self-explanatory.

b) With respect to the comments of the Auditors in their report on the Consolidated Audit Report, our responses against it are provided in the Notes to the Financial Statements which is self-explanatory.

Cost Auditors

Pursuant to the provisions of Section 148 of The Companies Act, 2013 the company is required to conduct cost audit as per the Companies (Cost Record & Audit) Rules, 2014 as applicable from 1st April 2015.

The Board of Directors on the recommendation of Audit Committee has appointed M/s. Rajesh & Co., Cost Accountants (Firm Registration Number No. 000031) as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2019-20, be paid a remuneration of Rs. 15000/- Plus Service Tax. As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

Secretarial Audit Report

The Board has appointed Ms. Nisha Agarwal, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2018-19 and Directors of the Company be and is hereby authorized to fix the remuneration in consultation with Audit Committee. The Secretarial Audit Report for the Financial Year ended 31st March 2019 is annexed herewith marked as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Corporate Governance Certificate

The Company is continuously submitting a "Quarterly Compliance Report on Corporate Governance" as per SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges. The certificate from the Practicing Company secretary, Ms. Nisha Agarwal, C.P. No. 8584, confirming compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been included in Annexures of this report.

Reservation and Qualification on Auditor Report

The report doesnt contain any reservation, qualification or adverse remark. Information referred in Auditors Report are self-explanatory and dont call for any further comments.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

There are no significant and material orders that are passed by the regulators or courts or tribunal impacting the going concern s tarns and Companys operations in future.

13. Extract of Annual Return

The details with respect to extract of Annual Return is available at Companys website: http://www.vetoswitchgears.com/investor-zone/category/financial-information/reports/

14. Details with respect to adequacy of internal financial controls with reference to the financial statements

The Company has placed adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses have been observed.

15. Depository System

Our Companys Equity Shares are in dematerialized form through The National Securities Depository Limited (NSDL) and The Central Depository Services (India) Limited (CDSL). The Company has already set the requisite facilities for dematerialization of its Equity Shares in accordance with the provisions of Depository Act, 1996 with National Securities Depository limited and Central Depository Services (India) Limited. The Company had entered into agreements with both the Depositories. Accordingly, shares post IPO of the Company are held in demat form.

16. Report under the Prevention of Sexual Harassment Act

As a good corporate citizen, Veto is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevents/stops/redresses sexual harassment at the workplace and institute good employment practices. Veto has established suitable processes and mechanisms to ensure and address issues on sexual harassment, if any, maintaining an open door for repartees. Veto encourages employees to report any harassment concern and is responsive to complaints about harassment or any other unwelcome and offensive conduct. An Internal Complaint Committee has been constituted to enquire into the complaints and recommend appropriate action, wherever required. Veto demands, demonstrates and promotes professional behavior and respectful treatment of all employees.

During the year, no complaints of sexual harassment were received.

17. Conservation of energy, technology absorption and foreign earnings & outgo

Disclosure pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 have been made.

(A) CONSERVATION OF ENERGY

Company has taken several steps to conserve energy through its "Sustainability" initiatives and the Company continues its endeavor to improve methods used for energy conservation and utilization. The Company has always been conscious of the need for conserving energy and has always been sensitive in making progress towards this end. Energy conservation measures have been implemented at all the plants and offices of the Company and special efforts are being made on undertaking specific energy conservation projects like:

1. Lighting: Continuous efforts are being made by the Company to reduce or optimize the lighting requirements at all the plants. Replacement of Conventional light fittings with LED light fixtures, Installation of CFL and LED indicators, Use of 54Wx4 T5 lamps for assembly areas lead to savings in power at office areas.

2. Replacement of old equipment with new / energy efficient equipment.

3. Optimization of Electrical Equipment: In addition to the existing controls on prime production equipment and existing prime utilities equipment, some electrical equipment modifications / additions being done for continuous monitoring of power factor of plant on daily basis and redesign of pay off fixtures in cable division to reduce energy consumption by 40%.

4. Company believes in sharing and implementing best practices across all plant. Stage wise replacement of all conventional light fittings to LED light fittings made across the manufacturing units. Impact of all the measures taken for reduction of energy consumption was seen.

The above measures have resulted in optimizing energy consumption and savings in cost of production, reduction in carbon emission and processing time.

Capital investment on energy conservation equipments — Efforts have been made by Company to reduce or optimize the energy requirements at all the plants. Company encourages capital investment in energysaving equipments, plants or machinery and has invested a significant amount on the same.

B) ENVIRONMENT, HEALTH AND SAFETY

VETO is committed towards caring for people and the planet by integrating environmental and safety principles in all the aspects of its business from procurement to material usage, from manufacturing of sustainable products to creating awareness through marketing or through innovation / R&D for better products and processes. We constandy monitor and innovate our environmental and occupational health and safety performance through our internal risk management mechanism. At the compliance level, your Company confirms to all applicable regulatory Environmental Health & Safety (EHS) requirements wherever it operates.

Our Company is sensitive towards environmental and resource conservation and its manufacturing philosophies which ensure safety of the workers and surroundings. Being in a non-polluting category of business, it causes minimal impact on the environment but has a huge positive impact on the local community. Restriction of Hazardous Substances (RoHS ) compliance in all its products like CFLs, cables, PCBs, etc. ensures safety across the product life cycle. Our Company strongly believes and promotes energy conservation not only through its products but also within the premises. Energy conservation measures have been adopted at all the plants.

Our Company follows best practices for health and safety. Employees and workers are regularly trained by industry experts on issues of occupational and industrial health & safety, first-aid and environment management. Healthy lifestyle and well-being are also promoted as a culture at VETO. Our Company also provides life insurance cover, personal accident cover and robust medical & health policies to all field staff against any unfortunate incident. VETO India strongly believes in maintaining a balanced work-life and therefore follows strict in-and-out work-timings. This has gone a long way in maintaining a healthy, happy and motivated workforce.

(c) TECHNOLOGY ABSORPTION

The Company is putting continuous efforts in acquisition, development, assimilation and utilization of technological knowledge through its wide advance engineering project portfolio. This has enabled the Company to keep abreast with the latest developments in product technology, manufacturing process and methods, quality assurance and improvement, marketing, management systems and benefited out of mutual experience. To develop our product pipeline we commit substantial time, efforts, funds and other resources for R&D. Our processes and products for such development are fully tested. There is a possibility that it may not perform as expected and may not be able to successfully and profitably produce and utilize such products or processes as thought. Therefore, our investments in R&D and new product launch could result in higher costs without a proportionate increase in revenues.

Company is carrying out the following activities to fulfill short term and long term business goals:

• Upgradation of existing products and processes to save cycle time, energy consumption and overall operational efficiency.

• Import substitution and identification of new raw materials for development.

• Technology support to all plants to improve efficiency that enables business growth.

• Optimization of products and processes to minimize waste generation and address environmental and safety concerns.

• Development of smart test methods to speed up testing of incoming raw materials.

• Development of in house domain expertise to support product development.

• Focus on in house product development in the area of smart internet base solution etc.

• The benefits derived like product improvement, cost reduction, product development or import substitution.

(D) Detail of Foreign Exchange Earnings and Outgo.

During the financial year Companys Foreign Exchange Earnings in terms of actual inflow (including in transit) was 9,58,71,258 INR and the Foreign Exchange Outgo in terms of actual outflow was 12,59,66,252 INR. The information on foreign exchange earnings and outgo is furnished in the notes to the accounts of Standalone Financial results.

18. Credit Rating

Your Company has been reaffirmed long-term rating of BBB+ (ICRA triple B plus) by ICRA Limited. The oudook of long term rating is "Negative".

19. Employee Stock Options

The Company had allotted Equity Shares to the eligible employees against the equivalent number of Stock Options pursuant to exercise of Stock Options under Employee Stock Option Scheme 2015 ("ESOP SCHEME 2015") which were locked in for a period of 1 year. Locked in period for the said shares was till May 31, 2019.

20. Management Discussion and Analysis

Management Discussion and Analysis report is attached herewith forms part of this report. Summary of performance and various businesses and functions of the Company is as follows:

(i) Economy and Markets

Global Economic Scenario

The global economy grew modesdy at 3.6% in 2018 after registering a strong growth of 3.8% in 2017. Growth across Advanced Economies and Emerging Market and Developing Economies also remained subdued at 2.2% and 4.5%, respectively, compared to 2.4% and 4.8%, respectively, achieved in 2017. According to the International Monetary Fund (IMF), global economic expansion decelerated in the second half of 2018. This was following a broad-based growth uptick in 2017 and early 2018. Activity softened amid an increase in trade tensions between the United States (US) and China, sluggish business confidence, growing concerns about a no-deal Brexit, tighter financial conditions and higher policy uncertainty across emerging markets and advanced economies.

Going ahead, slower momentum in global economic activity is expected to continue in early 2019. Economic growth in 2019 is pegged at 3.3%. However, growth is projected to pick up in 2020 to 3.6%. This may be attributed to accommodative monetary policies, elimination of temporary botdenecks in the euro area, gradual stabilization in conditions of stressed emerging economies, positive market sentiments and recovery in commodity prices.

Indian Economic Scenario

India is well on its way to becoming a global supplier of goods and services. An efficient power supply system is the key ingredient for a countrys economic growth and quality of life. Sources of power generation range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste.

Indias Gross Domestic Product (GDP) is estimated to grow at 7.2% in FY 2018-19, up from 6.7% in FY 2017-18, as per the estimates of the Central Statistics Office (CSO). With this, it will continue to retain its ranking as the worlds fastest growing major economy. Economic growth can be attributed to an upswing in consumption and investment with the fading transitory effects of demonetization and Goods & Services Tax (GST). Domestic demand continues to strengthen in India, aided by GST harmonization

and a rebound in credit growth. Though this standout reform witnessed initial teething problems, but its role in the economys formalization and instilling transparency in the business environment is largely encouraging.

Business Report by the World Bank, underlining the nations remarkable progress. GST collections touched Rs. 11.8 lakh crore in FY 2018-19, with record realisation of Rs. 1.1 lakh crore in March, signifying improved compliance. Despite a challenging global environment, Indias exports soared to USD 331 billion during the year, the highest increase in the past five years.

Moving ahead, Indias strong economic fundamentals continue to strengthen the overall outlook. Growth will continue to be driven by structural policy reforms such as recapitalisation of banks to improve lending, Insolvency and Bankruptcy framework for accelerated resolution of Non-Performing Assets (NPAs), greater access to banking, healthcare for poor and deprived class, and Real Estate (Regulation and Development) Act, among others. The Interim Union Budget 2019-20 has placed significant impetus on social infrastructure, ease of living and technology-led governance. The announcement of the landmark Direct Benefit Transfer Scheme for small and marginal farmers to alleviate the crisis in Indias agrarian and rural economy may lead to higher spend and consumption. Among other notable initiatives contributing to growth are: governments aim to build 1,00,000 digital villages in the next five years; allocation of Rs. 4.6 lakh crore for infrastructure sector, including railways, roadways, shipping and aviation for FY 2019-20; focus on Make in India and Digital India; and thrust on renewable energy generation. Prediction of a normal monsoon, benign inflation outlook, softening oil prices and credit growth recovery are expected to bolster economic expansion.

Going forward, IMF has pegged growth at 7.3% in FY 2019-20 and 7.5% in FY 2020-21. This is largely due to strengthening of investment, improved export performance and strong consumption, along with favourable monetary and fiscal policies.

At present, India has installed generating capacity of over 360.46 GW. Indicating significant growth in the power transmission sector, the CEA has estimated on investment of Rs 2.6 lakh Cr till 2022.These and other estimates form the base for a draft Notional Electricity Plan-Volume 11/ which would be the basis for investment and policy planning in the sector. Also, Inter-regional capacity addition during the 13th plan (2017-22) is estimated at 45/700 Mw, from the present 63/650 Mw by the plan end, said CEA in the draft. The investment figure said included on estimate of Rs 30,000 crore in transmission systems below 220 kv. About Rs 1.6 lakh Cr would come from states and the other Rs 1 lakh crore from Power Grid Corporation of Indio. The government is planning to increase the size of projects and scope of work in transmission.

The Electrical Equipment Industry tends to be more cyclical than the majority of groups covered by Value Line in terms of product demand. Sales are tied largely to overall economic conditions, with an emphasis on the industrial, utility, and construction sectors. Earnings may also be driven by consumer- based industries, as well as capital spending by manufacturing firms and government outlays. On the cost side, too, fluctuations in the price of commodities, such as steel, may significantly affect profitability among this group.

The Government of India is taking a number of steps and initiatives like 10-year tax exemption for solar energy projects, etc., in order to achieve Indias ambitious renewable energy targets of adding 175 GW of renewable energy, including addition of 100 GW of solar power, by the year 2022. The government has also sought to restart the stalled hydro power projects and increase the wind energy production target to 60 GW by 2022 from the current 20 GW.

Wires and cables play an indispensable role in todays digitally-enriched life and find extensive usage across a number of applications in several industries. The continuously rising set of applications of wires and cables across the burgeoning power, automotive, telecommunication, and construction industries are expected to bode well for the global consumption of wire and cable materials in the next few years.

Market research analysts have predicted that the electric wire and cable market in India will grow steadily during the next four years and post a CAGR of almost 16% by 2020. The wire and cable industry analysis identifies the growth in renewable power generation to be one of the primary factors for the growth of the electric cable and wire market. This will create a significant demand for electrical wires and cables, mainly because of the lack of a transmission and distribution (T&D) infrastructure at locations where renewable energy resources are set up. Moreover, the expansion of the existing renewable power generation plants in the emerging countries will also result in the increasing demand.

The main customers for the wire and cable industry are the automotive, telecommunication and construction industries. In the past few years, these three have witnessed a rapid expansion and have led to an annual growth of about 25% in India.

India could become the worlds first country to use LEDs for all lighting needs by 2021, thereby saving power in larger areas.

(ii) Market Overview

Power is one of the most critical components of infrastructure crucial for the economic growth and welfare of nations. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy.

Indias power sector is one of the most diversified in the world. Sources of power generation range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable nonconventional sources such as wind, solar, and agricultural and domestic waste. Electricity demand in the country has increased rapidly and is expected to rise further in the years to come. In order to meet the increasing demand for electricity in the country, massive addition to the installed generating capacity is required.

India has the fifth largest power generation capacity in the world. The country ranks third globally in terms of electricity production. In May 2018, India ranked 4th in the Asia Pacific region out of 25 nations on an index that measures their overall power. Electricity production in India reached 108.90 Billion Units (BU) in April 2019.

y Market Size

Indian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of Indias focus on attaining ‘Power for all has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower).

Total installed capacity of power stations in India stood at 356.82 Gigawatt (GW) as of May 2019.

• Investment Scenario

Around 293 global and domestic companies have committed to generate 266 GW of solar, wind, mini-hydel and biomass-based power in India over the next 5—10 years. The initiative would entail an investment of about US$ 310-350 billion.

Some major investments and developments in the Indian power sector are as follows:

• International Finance Corporation (IFC), the investment arm of the World Bank Group, is planning to invest about US$ 6 billion through 2022 in several sustainable and renewable energy programmes in India.

• GE Energy Financial Services (GEEFS) plans to invest USjf 90 million to develop a solar power project of 500 megawatt (MW) in partnership with Rattan India Group.

• Greenko Energy Holdings has raised US$ 155 million from its existing investors, Abu Dhabi Investment Authority (ADIA) and Singapores sovereign wealth fund GIC, which will be utilised for expanding its clean energy portfolio to 3 gigawatts (GW) from 2 GW at present.

• Private equity (PE) investment firm, Actis LLP, is planning to invest about US$ 500 million in Solenergi Power Pvt Ltd, its second renewable energy platform in India.

• Mahindra and Mahindra Ltd is planning to invest in high-end electric powertrain technology in a move towards the future of mobility as well as for the electrification of its existing and future line-up of products.

• Tata Capital Ltd and International Finance Corporation (IFC) have invested Rs 200 crore (US$ 31.05 million) in their joint venture (JV), Tata Cleantech Capital Ltd (TCCL), to increase its loan book for investing in renewable energy projects.

• The Indian Railways is looking toawards six tenders worth Rs 8000 crore (US$ 1.2 billion), for setting up of a country-wide electricity transmission network, as part of a strategy to reduce electricity bills.

• Renewable energy company ReNew Power has announced securing US$ 390 million debt funding from its existing investor Asian Development Bank (ADB) for developing and expanding capacities of 709 megawatt (MW) across various states of India..

• Government Initiatives

The Government of India has identified power sector as a key sector of focus so as to promote sustained industrial growth. Some initiatives by the Government of India to boost the Indian power sector:

• Government initiatives such as Deendayal Upadhyaya Gram Jyoti Yojana (DDVGJY) in rural areas and Integrated Power Development Scheme (IPDS) in urban areas.

• Government schemes such as Integrated Power Development Scheme (IPDS) and Power System Development Areas (PSDF) to further fuel the growth of switchgear market in the forecast period.

• Achievements

India has the fifth largest power generation capacity in the world. The country ranks third globally in terms of electricity production. In May 2018, India ranked 4th in the Asia Pacific region out of 25 nations on an index that measures their overall power. Electricity production in India reached 108.90 Billion Units (BU) in April 2019.

Renewable energy is fast emerging as a major source of power in India. The Government of India has set a target to achieve 175 GW installed capacity of renewable energy by FY22. Wind energy is the largest source of renewable energy in India, accounting for 47.44 per cent (35.14 GW) (As of Dec 2018) of total installed renewable capacity (74.08 GW) (As of Dec 2018). There are plans to double wind power generation capacity to 60 GW by 2022. India has also raised the solar power generation capacity addition target by five times to 100 GW by 2022. The Union Government of India is preparing a rent a roof policy for supporting its target of generating 40 gigawatts (GW) of power through solar rooftop projects by 2022. All the states and union territories of India are on board to fulfil the Government of Indias vision of ensuring 24x7 affordable and quality power for all by

March 2019. India is on path to achieve 100 per cent household electrification by March 31, 2019, as envisaged under the Saubhagya scheme. As of September 2018, the Government of India launched a voluntary based programme to promote energy efficient chiller systems in India. It labels the energy performance by providing star ratings and will be effective up to December 31, 2020.

The Cabinet Committee on Economic Affairs (CCEA) has approved commercial coal mining for private sector and the methodology of allocating coal mines via auction and allotment, thereby prioritising transparency, ease of doing business and ensuring the use of natural resources for national development.

The Government of India is planning to invite bids for the largest solar tender in the world, for installing 20 gigawatts (GW) of solar power capacity, to give a boost to manufacturing of solar power equipment in India.

(iii) Business of the Company

Veto Switchgears and Cables Limited is one of the largest and most diversified manufacturers of electrical and telecommunication cables. The Company has been maintaining its leadership in manufacturing of Industrial Wires and Cables since the last 50 years. This has been primarily due to its continued investments in worldclass technology, modernising manufacturing capabilities and maintaining highest standards of quality and service. Its recent foray into LED segment underpins its attempt to emerge as a leading and preferred electric solutions provider from being a mere wires and cables manufacturer.

The addition of a unique range of products to its product portfolio has enabled the Company to augment its reach and presence in the consumer products market. Its new segment of business has made significant contribution in the overall performance of the Company.

• Major Products and Segments

The comprehensive product portfolio of the Company is designed to cater to the diverse electrical requirements across domestic, commercial and industrial markets. Delivering a wide array of wires and electrical cables, it is recognized as one of the leading company in the electrical accessories market.

• Control panel & Switchgears

India Switchgear Market (2017-2022) Report says that, growing T&D network and rural electrification program coupled with infra development is the key factors driving the switchgear market in India. Government schemes & initiatives such as UDAY & DDUGJY are expected to further fuel the growth of switchgear market in the forecast period. According to 6W research report, India switchgear market is projected to reach $3.7 Billion by 2022.

Further, government initiatives to increase the penetration of clean energy are also a major source of growth for the switchgear market in India.

The international market showing the price hike by 2024 for low voltage switchgear industry, further the growing in demand for electrical and power sector in addition to the urbanization have increased the demand for electrical products and electrical protection equipment.

The Indian power sector has an investment potential of Rs 15 trillion (US$ 225 billion) in the next 45 years, thereby providing immense opportunities in power generation, distribution, transmission, and equipment. The govts immediate goal is to generate two trillion units (kilowatt hours) of energy by 2019. This means doubling the current production capacity to provide 24x7 electricity for residential, industrial, commercial and agriculture use. The Goal is taking a number of steps and initiatives like 10-year tax exemption for solar energy projects, etc., in order to achieve Indios ambitious renewable energy targets of adding 175 GW of renewable energy, including addition of 100 GW of solar power, by the year 2022. The government has also sought to restart the stalled hydro power projects and increase the wind energy production target to 60-GW by 2022 from the current 20 GW.

• Wires and Cables

The Indian wire and cable industry is growing satisfactorily and getting more and more consolidated and becoming largely organized now. However, slowdown in construction activity has been one of the major factors for a sluggish growth. Construction is also one of the core sectors of Indian economy and future of the industry is important for commodities. Construction cables and wire sector anticipated to see steep growth in demands in coming days owing to huge governments spending in infrastructure, smart cities, real estate boom, and housing explosion.

However, the price of electric wire would automatically increase under the new tax structure. According to industry estimates, prices should increase 8-10% under the new indirect tax regime. Earlier the tax rate (incl. of excise & VAT) was 18%. After the implementation of the GST, the tax would rise to 28% across the country. An industry delegation highlighted the sharp rise in tax rate to Gal. Manufacturers also questioned the logic of placing a higher tax when a sig. portion of the industry remains unorganized. A lower tax rate would have certainly helped the industry becoming more organized. The unorganized sector seems to continue to thrive as recycled & scrap copper could be easily smelted to make cheap items.

The Central Governments ‘Housing for All by 2022 (20mn houses for urban poor and 30mn for rural poor) and Smart Cities (development of 100 cities) missions promise to trigger fast-paced rollout of new homes. This should usher in multi-year growth for electrical products and appliances. Increasing consumer focus on aesthetics and energy efficiency has also resulted in notable shift towards branded products. With its ability to offer competitive pricing, superior product range & quality, upgraded technology and innovations, more safety features, and increased brand awareness, VETO is well placed to offer an enriching consumer experience.

(iv) Competition

The market comprises of international and regional / local vendors who face intense competition from the unorganized vendors. The regional and unorganized players in the market offer products at a comparative price which induces the well-established international electric wire and cable manufacturers to focus on differentiating their products to sustain their market shares. In addition to innovative product offerings, cable and wire manufacturers thus have also entered into various business strategies such as mergers and acquisitions to acquire new technologies and have expanded their customer reach.

The leading vendors in the market are -

• Finolex Cables

• Havells India

• KEI Industries

• Polycab Wires

The other prominent vendors in the market are Cable Corporation of India, Apar Industries Limited, Cords Cable Industries, KEC International, LS Cable India, Shilpi Cable Technologies, Universal Cable, and V-Guard Industries.

(v) Marketing Setup

Veto holds major part of market share of electrical accessories in India. The company has strong and efficient team of marketing professionals, dealers and distributors. Our Promoters carry and share their vast experience in the marketing segment of wires and cables, electrical accessories & other allied products. They have been indulged into manufacturing and marketing segments for their products for past over 35 years. Veto holds a recognized reputation among its dealer network consisting of more than 2,500 in number. The selling price of the components to be manufactured is decided on the basis of design complexities, material used, process gone through, quantity, period of supply, etc.

Your Company had major earnings from the state of Rajasthan and Gujarat and now the Madhya Pradesh also forms the part of the major earnings due to our continuous focus on widening and covering more and more states of India. Almost 10 states have become a major part of our distribution network stating Maharashtra, Punjab, Madhya Pradesh, Haryana, Uttar Pradesh, Jharkhand, Karnataka, Kerala, New Delhi and Assam. The company has broadened its network and distribution channels. We have also had major success in some of the biggest cities of UAE. The company and its Board are continuously putting efforts toward making Veto a globally established brand. Our products are marketed in both domestic and international markets.

(vi) Export obligation

As on the date, we do not have any export obligations.

(vii) Strength

• Established brand in North West India, South and central

• Experienced management team

• Organized and comprehensive product offering

• Established reputation for quality products

• Driving growth through innovation and marketing

• Our relationship with customers

• Our relationship with more than 2,500 dealers

• Dedicated team of technical manpower

(viii) Weakness

• Player in regional market.

• Any avoidance of rules of Govt, caused under unavoidable circumstances may have an adverse impact on the project.

(ix) Opportunity

• The location of the unit is the hub of industry of the multiproduct category. This causes huge competition and thus helps the customer to differentiate between the average and the best product. The importers will get variety of the products, which will be a healthy situation for the Industry ultimately.

• Opportunities for the Company have been growing due to increasing demand for wires & cables, electrical accessories, LED lights etc.

(x) Threats

• Our contingent liabilities, not provided for, if crystallized, could adversely affect our financial condition.

• The loss of or shutdown of operations at our production facilities may have a material adverse effect on our business, financial condition and results of operations.

• Low cost end-to-end business model being adopted by existing or new competitors.

• Heightened competitive intensity with externally-funded players looking to drive aggressive strategies in the market.

• Changes in the fiscal policies by the Government.

• Shifts in the size or demographic composition of the market area

Disclaimer Clause

Statements in Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions are forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those either expressed or implied. Important factors that could make a difference to the Companys operation include among others, economic conditions affecting demand /supply and price conditions, variation in prices of raw materials, changes in Government regulations, tax regimes, economic developments and other incidental factors.

Acknowledgement

We thank our customers, vendors, investors and bankers for their intense support throughout the year. We place on record our appreciation of the contribution made by our employees at all levels. We thank the Government of India, particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Custom and Excise Departments, Income Tax Department, the Reserve Bank of India, the State Government•) and other government agencies for their support, and look forward to their continued support in the future.

for and on behalf of the Board of Directors

Date: 06-09-2019 Sd/- Sd/-
Akshay Kumar Gumani Narain Das Gumani
Place: Jaipur Managing Director & CEO Whole-time Director & CFO
DIN: 06888193 DIN: 01970599