To,
The Members
The Directors present the 31st Annual Report together with the Audited
Accounts for the year ended 31st March, 2017.
FINANCIAL RESULTS
|
|
(Rs. in crore |
| Particulars |
For the year Ended 31st March, 2017 |
For the year Ended 31st March, 2016 |
| Total Income |
63.94 |
325.58 |
| Profit before Interest and Depreciation |
(113.51) |
323.69 |
| Less: Finance Charges (Net) |
717.74 |
645.88 |
| Depreciation |
4.36 |
5.62 |
| Profit before Tax |
(835.61) |
(327.81) |
| Provision for Tax |
(0.41) |
0.94 |
| Profit after Tax |
(836.02) |
(326.87) |
| Add : Balance in Statement of Profit and Loss |
|
|
| Brought Forward |
(525.97) |
(199.10) |
| Profit Available for Appropriation |
(1361.98) |
(525.97) |
| Proposed Dividend |
- |
- |
| Corporate Tax on Proposed Dividend |
- |
- |
| Short fall of Depreciation as per Companies Act |
- |
- |
| Transfer to General Reserve - |
- |
- |
| Foreign Exchange/Metal Price Fluctuation |
- |
- |
| Balance Carried Forward |
(1361.98) |
(525.97) |
| Total |
|
(525.97) |
OPERATIONAL REVIEW
The total income of the Company during the current year was 63.94 lacs as against Rs.
325.58 Crore in the previous year. The Company continued to incur loss mainly due to
higher depreciation as a result of new Company law provisions and legal expenses incurred.
During the preceding four years the Company witnessed unprecedented turn of events. The
failure of overseas customers, from the UAE, in making payments for Companys exports
resulted in the Company defaulting in meeting its obligations. This had resulted in the
Company defaulting in meeting its obligations. The bankers appointed independent audit
firms for forensic and investigative audit for which the Company offered explanations. The
Company sent notices to the defaulting overseas customers in October 2013. As no positive
actions were received from the defaulting overseas customers the Company had initiated
legal proceedings before the Sharjah Federal Court, the step preceding to filing of
commercial cases before the Sharjah Court in May 2014. The Reports of the Accounting
Experts/Banking Experts appointed by the Sharjah Federal Court of First Instance, First
Plenary Commercial Department and the Sharjah Federal Court of First Instance, Second
Plenary Commercial Department in various suits filed by the Company against 13 UAE
companies that had defaulted in payment of dues amounting to USD 1.2 billion. These
reports had been made available on the Companys website i.e. www.winsomeiewellerv.com and
the summary of these reports have been made available on the website of the Bombay Stock
Exchange i.e. www.bseindia.com.
The banks had lodged complaints with the Central Bureau of Investigation (CBI) and
Enforcement Directorate (ED) to carry out investigations against the Company and its
management. The management and the directors have fully cooperated with the agencies
during their investigations and have submitted all the information available with them.
ONE TIME SETTLEMENT
The Company has entered into a Tripartite One Time Settlement (OTS) with the defaulting
UAE based customers viz., M/s Al Alam Jewellery FZE, Al Mufied Jewellery FZE, Italian Gold
FZE and State Bank of Mauritius on 23rd December, 2016.
DIVIDEND
The Board of Directors do not recommend any dividend for the period under consideration
due to loss incurred by the Company.
SHARE CAPITAL
The Paid up Equity Capital of the Company as at March 31, 2017 Was 106.47 crores
comprising of 10,66,07,894 shares of 10 each. The Company has not issued any shares
during the year.
FINANCE
The Cash and Cash Equivalent as at March 31, 2017 stood at 15.79 crores. The Companys
working capital facilities have been withheld by the consortium due to non-payment of dues
of the banks, as its overseas customers failed to make payment towards exports made by the
Company during the year 2012-13.
NOTICES
The Company has received E-Auction Sale Notice for sale of the property situated at
Kolkata, Goa, Bangalore, Jodhpur, Surat and Mumbai from Debt Recovery Tribunal, Ahmedabad.
The banks have lodged complaints with the Central Bureau of Investigation (CBI) and
Enforcement Directorate (ED) to carry out investigations against the Company and its
management. The Company is also under investigation by Serious Fraud Investigation Office
(SFIO). The management and the directors have fully cooperated with the agencies during
their investigations and have submitted all the information available with them.
LEGAL SUIT
The company initiated legal proceedings against its 13 defaulting overseas customers
before the Sharjah Federal Court of first instant in Sharjah, UAE to recover its
outstandings. The judgment of the Sharjah Federal Court of First Instance in Sharjah, UAE
have been in favour of the company. The Court has directed the defaulting overseas
customers to repay the outstanding amount alongwith interest @ 5% per annum.
The overseas customers have gone in further Appeal against the orders of Sharjah
Federal Court of First Instance. The following are the status of the appeals pending
before the Appellate Court/ Supreme Court.
| Name of the defaulting UAE customers |
Status of the appeal |
Name of the Appellate authority |
| Dana Jewellery FZE Appeal No.1191/2015 |
Pending for expert Report |
Appellate Court |
| Al Subhi Jewellery FZE Case No. 14/2016 |
Pending for Judgement |
Supreme Court |
| Al Minhaj Jewellery FZE Case No. 16/2016 |
Pending for Judgement |
Supreme Court |
FIXED DEPOSITS
The Company has not accepted any deposit, within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 made
thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provision of
section 186 of the Companies Act, 2013. The details of investments made by the Company is
given in the notes to financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has no formal internal control system in place after the devolvement. All
the locations have stopped its activities as at March 31, 2015. The Company, however, has
in house internal controls of administrative and statutory outgoings commensurate with its
size and volume.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has formed a CSR committee. In light of continuing losses in the preceding
two years and with no activities the Company has not made any contribution towards the
same. The Company is committed to give its due contribution as soon as the situation
improves.
CONSERVATION OF ENERGY
The particulars regarding conservation of energy are not applicable to the Company as
the Company has stopped all its manufacturing activities.
TECHNOLOGY ABSORPTION
In the absence of any production activity there is no need for any technology
absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review there was no foreign exchange earnings or outflow.
INDUSTRIAL RELATIONS
There are no activities in any of the units of the Company. However, in Goa Unit of the
Company which was in operation till December, 2014, the relations with the workmen were
cordial.
DIRECTORS
Mr. Kalpesh Sanghani (DIN: 07743036) was appointed as an Additional Director of the
Company with effect from 24th April, 2017 under Section 161 of the Companies
Act, 2013 and holds office upto the date of ensuing Annual General Meeting. Mr. Harimohan
Namdev resigned w.e.f. 1st February, 2017.
Declaration by Independent Director
The Company has received necessary declarations from each independent Director under
section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
Board Evaluation
The Companies Act, 2013 and SEBI (LODR) Regulations mandates that formal annual
evaluation needs to be made by the Board of its own performance and that of its committees
and individual Directors. Schedule IV of the Companies Act, 2013 states that performance
valuation of independent Directors shall be done by the entire Board, excluding the
Director being evaluated. A separate meeting of the Independent Directors (Annual ID
meeting) was convened which reviewed the performance of the Board (as a whole) and the
non-independent Directors without the presence of any member of the management.
Some of the key criteria for the performance evaluation are as follows:
Performance evaluation of Directors :
- Attendance at Board or Committee meetings
- Contribution at the Board and committee meetings
- Guidance/support to management outside Board /committee meetings.
Performance evaluation of Board and Committees:
- Degree of fulfillment of key responsibilities
- Board structure and composition
- Establishment and delineation of responsibilities to committees
- Quality of relationship between Board and Management
- Effectiveness of Board processes, information and functioning. Major Event ( Role and
Performance of nominee Director):
- The Board has sought resignation of Mr. S. P Tanwar, Nominee Director vide letter
dated 2nd March, 2016 for consistently working against the interest of the
company and non fulfilling the fiduciary duty as a Director of the Company. Further the
Company has also sent a letter to the Bank for replacement of Nominee Director dated 28th
March, 2016. The Company has not received any feedback or comments from the Nominee
Director or Banks.
- The Board of Directors at its meeting held on 29th May,2017 had decided to
sent the letter reminding Consortium of Banks to send the reply to the Company.
Policy on Directors appointment and remuneration
The current policy is to have an appropriate mix of executive and independent Directors
to maintain the independence of the Board, and separate its functions of governance and
management. The Board periodically evaluates the need for change in its composition and
size.
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
The policy of the Company on Directors appointment and remuneration, including
criteria for determining qualification, positive attributes, independence of a Director
and other matters provided under section 178(3) of the Companies Act, 2013, adopted by the
Board is appended to Corporate Governance Report affirming part of the Directors Report.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the
nomination and remuneration policy of the Company.
Meetings
A calendar of meetings is prepared and circulated in advance to the Directors.
During the year Six Board Meetings (including adjourned meetings) and Five Audit
Committee Meetings (including adjourned meetings) and Four stakeholders relationship
committee Meeting were convened and held. The details of the same are given in the
Corporate Governance Report. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that -
• in the preparation of the Annual Accounts, the applicable accounting standards
have been followed;
• the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the loss of the Company for the year under review;
• that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; and
• the Directors have prepared the Annual Accounts on a going concern basis;
• The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
• The directors had devised proper system to ensure compliance with the provisions
of all applicable laws and that such system were adequate and operating effectively
RELATED PARTY TRANSACTIONS
All related party transactions, if any, that were entered into during the financial
year were on an arms length basis and were in the ordinary course of business. There were
no related party transactions requiring disclosures in the Directors Report in Form
AOC-1.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary during the year under review.
CODE OF CONDUCT
The Board has approved code of conduct in place which is applicable to all the members
of the Board and its employees in the course of day to day operations of the Company.
All the Board Members and Senior Management personnel have confirmed compliance with
the Code.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has vigil mechanism/whistle blower policy in place to deal with instances
of fraud or mismanagement, if any.
A whistle blower may report any violation or any instances of fraud or mismanagement to
the Chairman of the Audit Committee. The policy ensures that strict confidentiality is
maintained whilst dealing with concerns also that no discrimination will be meted out to
any person for a genuinely raised concern.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code required pre-clearance for dealing the Companys shares and prohibits
the purchase or sale of Companys shares by the Directors and designated employees while
in possession of unpublished sensitive information in relation to the Company and during
the period when the Trading Window is closed. The Board is responsible for the
implementation of the Code.
All Board Directors and designated employees have complied with the Code.
AUDITORS REPORT
The qualifications in the Auditors Report (In Italics) are followed by appropriate
Boards reply and explanations (in bold) as under:
1. Basis for Qualified Opinion
A. The Company has made long term investments in Forever Precious Diamonds and
Jewellery Ltd. (Forever) amounting to Rs. 1,411,710,802, thereby resulting in it holding a
49 % stake in the equity of that company. The said investments continue to be valued at
cost. As stated in Note No. 8, in the view of the management, provision for diminution in
value of investments as per the requirements of Ind-AS 28 - Investments in Associates and
Joint Ventures is not considered necessary and hence not made. We have been provided with
the financial statements of Forever for the year ended 31stMarch 2016. We have
observed that there are no significant business operations in Forever. Further the
auditors of Forever have qualified the financial statements and termed the company as a
non-going concern. In view of the above the Company should have provided the diminution in
value of investments amounting to Rs. 1,411,710,801. Accordingly the loss for the year
have been understated and investments overstated by Rs. 1,411,710,801.
B. The company has also made long term investment in Peakok Jewellery Limited amounting
Rs.5012750/- at the average rate of Rs.286.44/- per share. As per the balance sheet as at
31st March, 2016 the book value of the shares of the company is Rs.110.78/- per
share. In the view of the management, provision for diminution in value of investments as
per the requirements of Ind-AS 28 - Investments in Associates and Joint Ventures is not
considered necessary and hence not made. In view of the above the Company should have
provided the diminution in value of investments amounting to Rs.30,75,100/-. Accordingly
the loss for the year have been understated and investments overstated by Rs.3,075,100/-.
A. Forever Precious Jewellery and Diamonds Limited has also initiated legal action
against its defaulting overseas customers and is hopeful of recovering its dues and
therefore no diminution in the value of investments is considered. As informed by the
management of Forever Precious Jewellery and Diamonds Limited, the Sharjah Federal Court
has directed six out of thirteen overseas defaulters to pay to the company, its
outstanding dues with interest. The company is hopeful of getting a favourable decision in
the case of remaining overseas defaulters.
B. The management is of the opinion that Peakok Jewellery Limited is a going concern
and there is no permanent diminution in the value of investments.
2. Basis for Disclaimer of opinion
A. In respect of Trade Receivables amounting to Rs. 5608,09,30,760/- (Valued at
exchange rate as on 31/03/2017 under IndAS) the auditors have not received any
confirmations from the overseas parties. The company has filed legal suit against its
defaulting overseas customers for nonpayment of its export bills at Sharjah Federal Court,
Sharjah. The court has appointed an expert to look into the affairs of the companies based
in Dubai/ Sharjah. The Court has confirmed the debts payable to the Company and ordered
the overseas customer to pay along with interest @5% p.a. However, the copies of the
orders are not provided for verification. The overseas customers had filed an appeal
against the judgment of the Sharjah Federal Court and the Sharjah Federal Appellate Court
has passed order in favour of the Company and now the matter is pending for 1 case with
the Sharjah Federal Appellate Court and 2 case with Sharjah Supreme court and their
judgments are awaited. . During the year under review, state bank of Mauritius has entered
in the One Time Settlement agreement with the company and overseas Customers of the
company for settlement of its loan. Accordingly the Overseas customers agreed to pay US$
1,050,833/- against the total outstanding bill of USD 8,241,831.11/-. The balance amount
receivable (Rs. 48,83,52,906/-) from overseas customers has been considered as impaired
charged to profit and loss in FY 2016-2017. As per Ind-As - 109 (Financial Instruments)
provides practical expedient to use a provision matrix to estimate Expected Credit Loss
for trade receivables.
In view of these court orders pending legal proceedings, we are unable to comment on
time frame of the realisability of the debts through provision matrix where all
significant trade receivables past due by more than a year and any provision to be made
for unrealisability in the remaining carrying amounts of these balances and the
consequential impact, on the financial statements. (Refer Note 9, 11 and Note 34 to the
financial statements)
B. As per Ind-AS -16(Property, Plant and Equipment), the depreciable amount of a
tangible fixed asset should be allocated on a systematic basis over its useful life. The
depreciation method should reflect the pattern in which the assets future economic
benefits are expected to be consumed by the entity. Further, standard requires the
depreciation method applied to an asset, residual value and useful life shall be reviewed
at least at each financial year-end. Based on technical evaluation, the management
believes that written down method of depreciation method and the useful lives as
prescribed under Part C of Schedule II of the Companies Act 2013 are best representative
future economic benefits associated with tangible fixed assets. In absence of the
technical report, we are unable to comment on reasonability of useful and method of
depreciation and the consequential impact, on the financial statements. (Refer note 6
& 7)
C. As mentioned in Note No 1 regarding preparation of accounts on a Going Concern basis
and the reasons stated therein and Note No.34 of the financial statements detailing the
developments that have happened in the last 4 years, the Companys operating results have
been materially affected due to various factors including non availability of finance in
view of the consortium of bankers recalling the financial facilities granted. These events
cast significant doubts on the ability of the Company to continue as a going concern since
the business has stopped. The appropriateness of the going concern assumption is dependent
on the Companys ability to raise adequate finance from alternate means and/ or recoveries
from overseas debtors to meet its short term and long term obligations as well as to
establish consistent business operations.
In absence of any convincing audit evidences, non recovery of trade receivables on due
date, non-payment of liabilities including statutory dues, financial difficulties faced by
the company due to recalling of bank finance facilities and in view of multiple
uncertainties as stated above, we are unable to determine the possible effects on the
financial statements. We are also unable to conclude on the ability of the company to
carry on as a going concern.
A. The Company had initiated legal proceedings against its 13 defaulting overseas
customers before the Sharjah Federal Court and had received orders which confirmed the
debts payable by the overseas customers. The Overseas Customers were ordered to pay to the
company all the outstanding dues along with interest @ 5% per annum.
The Overseas Customers filed appeal against the order of Sharjah Federal Court. Of the
13 overseas customers cases, the company has received favourable judgment in 12 cases and
one case is pending in appeal before the Federal Appellate. There are 2 cases pending
before the Supreme Court, UAE Viz., AlSubhi Jewllery FZE, and Al Minhaj Jewellery FZE .
B. As there are no business activities and the Company has no technical person to
evaluate, the company continue to follow written down metod of depreciation and the useful
lives as prescribed under Part C of Schedule II of Companies Act, 2013
C. The management assumes that the Company will have adequate cash flows from the
proceeds of export receivables to defray its entire debt obligation in a phased manner. In
view of the aforesaid para A , the Company is hopeful of resuming its normal operations
once the cash flow improves. Hence the accounts of the Company are prepared on a going
concern basis.
3. Emphasis of Matter
A. The Company has not carried out any valuation of the stocks which are lying with
them/in the joint custody with the banks. To that extent the increase or decrease in the
value of inventories as at year end, as required to be done as per the requirements of
Ind-AS -2 (Inventories), has not been done. The impact on the profit/loss of the company
due the said non valuation has not been determined. Refer note no. 10.
B. There is difference of Rs. 3,46,88,692/- in the outstanding balance of advances
obtained from the bankers. In absence of details made available by the bankers, the
company is not in a position to reconcile the difference. Which may lead to understatement
of liability and its consequential effect in the book result if any.
C. Due to the defaults of the Company to the banks, the Companys accounts have been
classified as NPAs by the banks. Most of the banks have not charged interest on the
Companys borrowings/loans, while some banks have been charging interest at higher rates.
The board of directors of the Company in its meeting held on 30th May 2015 had
decided not to provide Interest. Now the directors in its meeting dated 29th
May 2017 have decided to provide for Interest to comply with Ind-AS. The Company has
provided Interest @ 12.5 % of the outstanding amount being the average rate of rupee
export finance as worked out by the Directors. Moreover, The Debt recovery tribunal has
passed order dated 09.12.2016 determining the total amount payable Rs.4,687,0404,315/-
along with the simple interest @ 14% p.a. from the date of filing of original application
with DRT till the date of realization of dues. However, the company has not passed any
effect relating to the above mention order as the detailed calculation of Bank wise
liability is not available and in that concern liability of the company cannot be
determined.
A. A Inventory of diamonds and pearls lying at Surat and Mumbai has been placed in the
lockers in PNB and is in the joint custody with PNB since 18.06.2013. The stock at Chennai
SEZ and Cochin SEZ are also in the joint custody with PNB since November 2013 at companys
premises. Inventory at Bangalore and Goa are also in the joint custody with PNB at their
local branches at Bangalore and Goa.
The majority of the inventory is in the joint custody with Bank and therefore the same
has not been valued by the Management.
B. The details of differences debited by the Banka are not available and the banks are
not providing any details under the circumstances as a result of which the Company is not
in the possession to reconcile the difference.
C. The Board of Directors of the Company in its meeting held on 30th May,
2015 had decided not to provide interest. Now the Directors in its meeting dated 29th
May, 2017 have decided to provide for interest to comply with ind AS. The Company has
provided compounding interest @ 12.5% of the outstanding amount being the average rate of
rupee export finance . As the detailed break up of liabilities determined by DRT is not
available and therefore the Company has provided interest as decided by the Board of
Directors.
SECRETARIAL AUDITOR AND HIS REPORT
The Board has appointed kamlesh M. Shah & Co, Practising Company Secretaries to
conduct the Secretarial Audit of FY 201617. The Secretarial Audit Report for the year
ended 31st March,
2017 ia attached herewith as Annexure
The management would like to state that Cossortium Banks are not inviting the Company
to attend the meeting. Mr. S.P Tanwar, Nominee Director was attending the meeting of
consortium Banks, however he never gives any information pertaining to proceeding of the
meeting.
AUDITORS
In the AGM held on 30th September, 2016, M/s Manan Vakil & Co.,
Chartered Accountants, Ahmedabad were appointed as Statutory auditors of the Company for
as period of five years. Ratification of the appointment of statutory auditors is being
sought from the members of the Company at the ensuing AGM.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as "ANNEXURE .... ".
RISK MANAGEMENT
Though the Companys operations has come to a grinding halt post devolvement of Letter
of Credits issued in favour of bullion banks, the probability of any operational risks has
come to a naught Since March 2014, the operations have come to a halt and company does not
have any underlying transactions requiring hedging. Apart from above, the company does not
have elaborate risk management policy in relation to other commercial and operational
risks. Further pursuant to SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015 the requirement to constitute Risk Management Committee is now
applicable to top 100 Listed companies and therefore the said committee has been dissolved
by the Board on 10th May, 2016.
PARTICULARS OF REMUNERATION
The Information required under section 197 of the Companies Act, 2013 and the rules
made there-under in respect of the employees of the Company is as under:
(a) the ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year
Nil
(b) the percentage increase in remuneration of each Director, Chief Executive Officer,
Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;
Nil
(c) the percentage increase in the median remuneration of employees in the financial
year
Nil
(d) the number of permanent employees on the rolls of Company:
Five
(e) the explanation on the relationship between average increase in remuneration and
Company performance;
There are no increase in remuneration during the last 4 years.
(f) comparison of the remuneration of the Key Managerial Personnel against the
performance of the company;
| Particulars |
Rs. In lacs |
| Remuneration of Key Managerial Personnel (KMP) during the financial year 2014-15
(aggregated) |
11.22 |
| Revenue from operations |
|
| Remuneration (as % of revenue) |
|
| Profit before tax (PBT) |
|
| Remuneration (as % of PBT) |
|
(g) variations in the market capitalisation of the Company, price earnings ratio as at
the closing date of the current financial year and previous financial year and percentage
increase over decrease in the market quotations of the shares of the Company in comparison
to the rate at which the Company came out with the last public offer in case of listed
companies, and in case of unlisted companies, the variations in the net worth of the
Company as at the close of the current financial year and previous financial year;
Not Applicable
(h) average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.
Not Applicable
(i) the key parameters for any variable component of remuneration availed by the
directors;
Not Applicable
(j) the ratio of the remuneration of the highest paid director to that of the employees
who are not directors but receive remuneration in excess of the highest paid director
during the year;
Nil
None of the employees receive remuneration in excess of the limits as prescribed in the
information required pursuant to Section 197 read with sub rule (2) of rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NONEXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company except the payment of sitting fees.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
Report on Corporate Governance, Management Discussion and Analysis and Auditors Report
on compliance with the Corporate Governance requirements have been included in this Annual
Report in separate sections.
ACKNOWLEDGEMENTS
Your Company and Board wish to thank the members of the Company and staff for their
continued patience and co-operation.
+91-9892691696
