BOARD'S REPORT TO THE MEMBERS, Your Directors are pleased to present their Twenty Third Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on March 31, 2016. Financial Performance of the Company The consolidated revenue of your Company was Rs. 35,476.3 Crore as against Rs. 31,622.7 Crore in the previous year with a CAGR of 17% for last ten years (since listing). The consolidated net profit for the year under review was Rs. 425.7 Crore as against Rs. 386.5 Crore in the previous year with the CAGR of 17% for the last ten years (since listing). The Earnings Per Share (EPS) on consolidated basis (based on weighted average number of shares during the year) increased to Rs. 10.7 for the year under review as compared to Rs. 9.7 for the previous year. A detailed analysis on the financial performance of the Company is given as part of the Management Discussion and Analysis report which forms part of the report. Statement on salient features of financial statements of Subsidiaries and Associate in the prescribed Form AOC 1 is appended as part of this report. The details of the subsidiaries incorporated during the financial year under review are given as part of notes to the consolidated financial statements. Dividend Considering the improved global performance of the Company the Directors are pleased to recommend an enhanced dividend of Rs. 2.10 per share (i.e.105% of the Face Value) for the year ended 31st March 2016 as compared to Rs. 1.90 per share (i.e. 95% of the Face Value) for the previous year. Indian Operations Information Technology Products Personal Computing & Printing The client space in IT business verticals (PC / Notebook) continues to undergo a churn with overall de-growth in demand for personal computers during FY 2015-16. It is now evident that the refresh-cycle for PCs / Notebooks have appreciably increased with the customer not finding too much incentive for frequent replacements / upgrades. Even the introduction of Microsoft's new Operating System, Windows-10 has failed to give any significant boost to the demand for new PCs / Notebooks. The India PC industry has now become a four-horse race with HP, Lenovo, Dell and Acer supplying over 90% of the market demand. While the brands have tried their best to create demand and introduce new categories like convertibles and gaming notebooks, this has not been enough to rejuvenate customer demand. It appears that most vendors have become dependent on "free laptop" deals floated from time-to-time by various state governments to shore up their overall numbers. Absence of such deals during any period has resulted in appreciable drop in PC shipments. HP and Lenovo have positioned themselves aggressively to take market-share from competitors and your Company has been able to take full advantage of its relationship with these brands to grow its revenue in the PC segment. Additionally, your Company's strong engagement with vendors and partners in the projects segment (where it holds a leading position with most vendors) has also enabled it to maintain its share of wallet in the vendor pie. The year 2015-16 saw the introduction of a new category of printers to the Indian market called "ink-tank". With the cost-per-page reducing substantially on the back of this new technology, we expect printer demand to be boosted. Continuous efforts on the part of HP to bolster Consumables demand by working on cost-reduction saw the demand being appreciably stronger during last fiscal and your Company could take full advantage of it to grow its supplies revenue and market share. While refills and compatibles still remain a big challenge, it is forecast that the ink-tank technology which promises to drastically reduce the price gap between original and refill/compatible would go a long way in addressing this challenge. HP continues to strengthen its presence in the Indian market by taking a strong position in the ink-tank category and your Company is expected to gain substantial revenue boost on the back of this development. The Digital Printing vertical division continues to grow its base and with the annuity revenue from revenue-per-page growing sharply due to the increased installed base, this division demonstrated a 50% YOY growth. Your Company is strongly engaged with the Vendor to exploit more and more market segments for Digital Printing. Commercial, Enterprise & Infrastructure Investment climate of Corporates and Enterprises towards new technologies and solutions showed a degree of buoyancy during FY 2015-16 with vendors like HP, IBM, Oracle, EMC and Cisco finding opportunities in specific industry segments like BFSI and ITES. Your Company's strong engagement with the vendors at all levels enabled it to take advantage of many such opportunities. While large-ticket deals were still few and far between, medium size investment in technology refresh gained momentum, presenting host of opportunities for revenue growth. "Digital India" and "Smart City" initiatives have been initiated with a few states starting to work on infrastructure projects. As IT products are likely to form only a small part of the overall project, a new breed of System Integrators (SIs) having capabilities in offering overall infrastructure implementation are expected to gain prominence. Your Company is closely working with vendors to take advantage of the IT equipments that would be required to complete these projects. The work is still in its initial stages, but we expect to see the projects kicking off during FY 16-17. Your Company is investing in Inside Sales, Consulting and Training capabilities to offer a differentiated value-add to its enterprise vendors and partners as this will also offer your Company significant, incremental earning opportunities. Cloud Services There is an inclined awareness amongst the Indian customers on the advantages that Cloud Technology offers, though some of them are still skeptical. More and more corporates are discussing transferring their non-critical work-loads to the Cloud to take advantage of Opex based infrastructure, rather than Capex based purchases. The questions have now shifted from "why" to "how" and "when". Your Company has taken the initiative to invest ahead of time in the Cloud space by forming the "Cloud Solutions Group" and is steadily building up the infrastructure and skill-set required to make it the best-in-class Cloud Distributor, offering distinct, unique value proposition to its Vendors, as well as its channel partners. A robust state-of-the art Digital Transaction Portal has been developed in-house to provide a seamless experience to partners to buy, provision, use and pay for products and services from various vendors. The Portal offers a single, simple and easy to use interface for partners and their customers to deal with different vendors without having to access each vendor portal independently. It is a no mean achievement that your Company was selected by Microsoft as one of its Cloud Solutions Partner - 2 (CSP-2) for addressing a two-tier model for its cloud offerings. In future, your Company's Cloud Solutions Group will be positioned to encapsulate the cloud product offerings with a catalogue of Managed Services Offerings so that its partners can offer complete Cloud Solutions to their customers, thereby enhancing their relationship which would in turn reflect increased profitability. Software & Security Your Company remains the strongest Value Added Distribution partner for most of its Software and Security vendors through its investments in skilled resources and its customization of vendor specific Go-To-Market (GTM). While demand for the products of its largest vendors like Microsoft and Oracle showed a lack of traction, other vendors like IBM, VMWare, Autodesk offered significant growth opportunities. With its business scheduled to transition fully into the subscription based usage phase, as a precursor to moving to a 100% Cloud based model Autodesk decided to zero in on only one VAD in India to help it in this challenging journey. Your Company takes immense pride in being selected as its partner-of-choice. Security continues to be a growth story and your Company's strong engagement with vendors like Symantec, Veritas, Sonicwall, McAfee, Palo Alto, CA, Citrix, Cyberoam, Fortinet etc., has offered it valuable growth opportunities. The security business group aims to take full advantage of the "Security Operations Centre - Network Operations Centre" being hosted by your Company's Subsidiary Ensure Support Services to offer 'Online / Real Time' security solutions covering various technologies to its partners who can then offer it as a value-added solution to their customers. We see this as a significant evolution in our journey as a Solution-oriented distributor and a first step towards your Company's Cyber Security Practice. Consumer and Digital Lifestyle Products While iPhone had a decline in their global shipments and revenue in JFM'16, iPhone sales in India on the contrary grew from 200K units per quarter a few quarters ago to over three times in the most recent quarter. Apple's iPhone still retains substantial growth potential as overall Smartphone penetration in India is still less than 30%. Your Company being one of the largest distributors for Apple is expected to garner good market share. Apple iPad sales continue to de-grow globally and the trend is similar in India too. However, there are some positive vibes around the iPad Pro which is expected to give a fillip to this category. Amid an overall decline in worldwide PC shipments, Apple's Mac is the sole product that saw positive shipment growth. The scene in India has not been different. Mac shown a double digit growth YOY and this growth rate appears sustainable for the next two to three years. IDC forecasts, 2016 to be a year of 4G smartphones, due to increasing trend for higher data consumption owing to affordable 4G devices and data plans. By end of 2016, at least one in two smartphones shipped to India will be a 4G enabled device. Your Company is also attempting to participate in 4G growth by signing up with new vendors. The Digital photo segment is growing at a fast pace. During FY 2015-16, your Company forayed successfully into the General Commercial Printing (GCP) segment, which has, so far, been the forte of Offset Printing technology. 3D printing technology is also poised for a good growth in India and we are well positioned in this space with a strong engagement with key vendors. Year 2016 is also "the year of DRUPA", world's largest and most important printing equipment exhibition, conducted once every four years in Germany. This show-case for Printing and Publishing technology is expected to give an additional fillip to the Digital printing Industry. Automated Distribution Centres (ADC) The capacity utilization of the Automated Distribution Centre (ADC) in Chennai was full, necessitating expansion of capacity by 65,000 Sqft of floor coverage. The second phase construction is completed and will soon become operational. The ADC facility in Kolkata is running for the second year with full capacity. Indian Subsidiaries Nook Micro Distribution Limited - (Nook Micro) With an objective to expand its business vertical to smaller towns, your Company ventured into last mile distribution through its Wholly Owned Subsidiary, Nook Micro Distribution Limited, during the year 2010. Due to changes in Go-To-Market strategies ("GTM") adopted by various vendors in IT and Telecom Sector like Direct to Retail ("DTR"), National Distributors started playing the role of Regional Distributor/Micro Distributor etc., the relevance of addressing last mile distribution by Nook Micro is getting diminished. This resulted in both Nook Micro and your Company competing in the same market for similar opportunities, which reduced the differentiation between these companies. Considering this, your Board of Directors approved merger of Nook Micro with your Company with effect from 1st April 2015 through a scheme of arrangement. Subsequently, Nook Micro was merged with the Company, with effect from April 1, 2015 ("the appointed date") in accordance with the terms of the Scheme of Arrangement (Merger) sanctioned by the High Court of Judicature Madras vide its Order dated March 11, 2016. The order of the High Court was filed with Registrar of Companies, Chennai on 15th April 2016, by which date Nook Micro stands dissolved. Cadensworth (India) Limited - (Cadensworth) Your Directors are happy to announce that Cadensworth has managed to put up one more year of bright performance with 25% growth in revenue YOY which is much higher than the industry growth. Industry saw push towards adoption of cloud computing by enterprises and consolidation of data centers. WLAN (Wireless LAN) industry saw a healthy growth. Investments by enterprises in Telco and BFSI segments boosted the demand during the year. Flash Global Logistics added few more brands to the contract during the year enhancing the revenue stream for the services. You might recall that with an objective to focus on Value Added Distribution Products, your Company tied up with various brands in this space through Cadensworth. Due to changes in the market dynamics and vendors strategy, housing similar nature of business (distribution) under your Company, where major brands are housed would result in effective control, optimum utilization of resources, increased efficiency and Cost effectiveness. Considering this, the Board of Directors of your Company at its meeting held on May 24, 2016 have decided to merge Cadensworth (India) Limited with the Company with effect from April 1, 2016 under a scheme of amalgamation, subject to necessary statutory and other approvals. ProConnect Supply Chain Solutions Limited - (ProConnect) ProConnect Supply Chain Solutions Limited (ProConnect) is a Wholly Owned Subsidiary of your Company engaged in providing Supply Chain Solutions. For the financial year 2016, the revenue grew by 45% and the profit after tax by 60% Y-O-Y. ProConnect delivers end to end logistics services to customers across different industry verticals. The scope of its services includes Imports, customs clearance, mother warehouse and satellite depot management, primary and secondary logistics for last mile delivery and returns. During last fiscal, ProConnect on-boarded and operationalized twenty five new 3PL customers. We are pleased to share that ProConnect was awarded • "Best 3PL Company of the Year - Hi-Tech" for the 2nd consecutive year at Express Logistics & Supply Chain Conclave. • "Customer Intimacy & Service Excellence Company of the Year" for the outstanding services offered to our existing customers at 9th ELSC Conclave held in Mumbai • Best "Performing Fulfillment Centre Award" from their 3PL Client "Lava International". ProConnect's network of 84 strategic warehouse locations, linked by logistics management services based on a unified technology platform, offers a differentiated value to the E-Commerce market resulting in successful contracts from some of the large e-commerce companies. The explosion of e-commerce business in India presents a huge business opportunity to all SCM solutions providers and ProConnect recognizes the significance of this vertical. Two of the top 3 companies in Indian E-commerce market, have been associated with ProConnect for their 3PL requirements at few locations. ProConnect holds a good future for the group. Ensure Support Services (India) Limited - (Ensure) Ensure Support Services India Limited (Ensure), a wholly owned subsidiary of your Company expanded its Service Center Network. To enhance the overall experience of customers, twenty exclusive Mobile Service centers have been opened for a leading brand. Ensure has plans to open additional exclusive service centers during the new fiscal year. Ensure has been expanding its portfolio in the Enterprise Managed and Professional Services by offering independent and neutral services to leading brands and resellers. As part of this journey, Ensure is setting up state-of-the-art Network Operations Center to provide Security, Storage, Networking and Computing Managed Services. Infrastructure Management Services business has initiated implementation of an integrated End to End (E2E) system encompassing Work Force Management tools, Remote Diagnosis and Resolution, Automated Planning and Forecasting through system and online training. It will help the business to achieve improved quality of service, accurate diagnosis, faster resolution of break-down calls and better productivity. To facilitate the front end service centers deliver as per the services levels committed, Ensure strengthened the Spare Parts Support by implementing automation of many key functions for faster and efficient operations. Spare Parts Management business of Ensure won many accolades and additional business from customers for their services. Surmounting various geographical challenges, our Spare Parts Management team is able to deliver spare parts exceeding the service levels committed for both volume as well as value products. Ensure has ambitious plans to expand this business. Indian Associate Currents Technology Retail (India) Limited ("Currents"), a Wholly Owned Subsidiary of Redington (India) Investments Limited, an Associate Company, is offering the complete suite of Apple products (iMac, iPhone, iPad etc.,) to retail customers creating a superior Apple experience. Currents has consciously restrained from new investment in FY16 and has put lot of efforts to improve the Customer walk-ins and satisfaction so as to have a steady revenue growth along with brand Apple. Overseas Operations Your Company's overseas operations are carried out through two wholly owned subsidiaries; Redington International Mauritius Limited, Mauritius - (RIML) addressing Middle East, Turkey, Africa region and Redington Distribution Pte Limited, Singapore (RDPL) addressing South Asian region including Sri Lanka, Bangladesh, Nepal and Maldives markets. During the last FY 2015-16, RDPL as a consolidated entity, posted strong double digit growth in both Revenue and Earnings. Your Company expects continued growth in these regions in the coming years. Redington Gulf FZE, a wholly owned subsidiary of RIML addressing the META region faced yet another turbulent year - encountering, what can be termed the "perfect storm". Regional economies continued to face implications of continued decline in oil prices (falling over 30% in FY'16). On account of this, many countries resorted to take far reaching measures such as cut in fuel and energy subsidies, increase in local levies and decision to introduce taxation in (VAT being introduced in the GCC countries in 2018 being the first step in that direction). Resultant spending cuts spanned across the public and private sector. The era of low oil prices has also resulted in pressure on many currencies in the META region - notably Nigeria, where availability of US Dollars was severely constrained and Kazakhstan, where the Tenge depreciated by 88% during FY'16. Apart from these, geopolitical tensions continued to overshadow economic activity. In spite of severely challenging times, Redington Gulf FZE remained the No 1 distributor in the region and continued its dominant position in the distribution space by winning recognitions from many vendors such as Cisco, VMWare, Samsung, HP Enterprise and Microsoft just to name a few. Your Company also enhanced the Telecom distribution portfolio in the Middle East with the addition of Apple iPhones for the UAE market. Turkey continued to have a year of slow economic growth with overhanging political uncertainty for most part of FY'16, resulting from two parliamentary elections within a span of 6 months. Needless to mention, this resulted in depressed consumer confidence and spending as well as depreciation of the Turkish Lira against the US Dollar (falling 10% in FY'16). While Personal Computers as a product category continues its decline globally and in the region, your Company is making all efforts to grow the Value Added Distribution business (VAD). As one of many steps in this direction, you would be pleased to note that your Company acquired 70% stake in a Value Added Distributor in Turkey, Linkplus Bilgisayar in November'15. This strategic investment greatly enhances the VAD portfolio of Redington Gulf and in growing this business beyond MEA. Directors and Key Managerial Personnel The tenure of appointment of Mr. M. Raghunandan as Whole-Time Director came to an end on 29th February 2016. The Board of Directors at their meeting held on 3rd February, 2016, had approved the re-appointment of Mr. M. Raghunandan as a Whole-Time Director for a further period of one year with effect from 1st March 2016, subject to the approval of shareholders in the ensuing Annual General Meeting. While considering his re-appointment, Mr. M. Raghunandan consented to continue as Whole Time Director until the Board appoints a candidate in his position as he intended to retire from the services of the Company. The Board of Directors at their meeting held on 24th May 2016 co-opted Mr. E. H. Kasturi Rangan, Joint Chief Operating Officer of the Company on the Board as Director and designated him as Whole Time Director of the Company for a period of 3 years with effect from 24th May 2016 subject to the approval of shareholders. Post induction of Mr. E. H. Kasturi Rangan as the Whole Time Director, Mr. M. Raghunandan tendered his resignation from the services of the Company with effect from 24th May 2016 and the Board took note of the same. The Board at its meeting held on 3rd February 2016 had fixed the dates of retirement for Whole Time Director and Non Executive Director and accordingly Mr. N. Srinivasan, Non Executive Director submitted his resignation from the Board w.e.f 24th May 2016. The Board placed on record appreciation for the services rendered by Mr. M. Raghunandan and Mr. N. Srinivasan during their tenure in the Board. At the meeting held on 24th May 2016, the Board approved appointment of Mr. B. Ramaratnam as Non Executive Director. Mr. Tu, Shu-Chyuan and Mr. Lin Tai-Yang, Directors of the Company are liable to retire by rotation, and being eligible, have offered themselves for re-appointment. Brief resumes of the Directors who are getting reappointed are furnished in the Notice of Annual General Meeting. Directors' Responsibility Statement In compliance with Section 134(5) of the Companies Act, 2013, the Directors of the Company, state that: a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a 'going concern' basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Credit Rating CRISIL has reaffirmed its rating on the long-term bank facilities of your Company as AA- stable (read as CRISIL double A minus, stable). The rating on the short-term debt and bank loan facilities had been reaffirmed at 'CRISIL A1+' (read as CRISIL A one plus), which is the highest rating for this category. ICRA reaffirmed its ratings for the long-term fund based facilities as 'ICRA AA-' (read as ICRA Double A minus). It has also reaffirmed its rating on the short-term debt program/commercial paper, fund and non-fund based facilities at 'ICRA A1+' (read as ICRA A one plus), their highest rating in this category. These high ratings benefit the Company in its borrowing program and helps reducing the interest rates. Auditors The Company's Statutory Auditors, M/s. Deloitte Haskins & Sells ("DHS"), Chartered Accountants issued their report on the Standalone and Consolidated Financial Statements of the Company and the same is appended here to the Report. The Auditors' Reports on the Standalone and Consolidated Financial Statements does not contain any qualification, reservation or adverse remark. DHS (Firm Registration No. 008072S) Statutory Auditors of the Company retire at the ensuing AGM. The Board had approved their appointment as Statutory Auditors till the next AGM of the Company, subject to the approval of the Shareholders. The Company has received a certificate from DHS to the effect that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013, and they are not disqualified in terms of provisions of the Companies Act, 2013, from being appointed as Statutory Auditors of the Company. DHS is subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI. Corporate Governance and Management Discussion & Analysis Report Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance and Management Discussion and Analysis is attached to this Annual Report. Disclosures Board and its committees The details of the Meetings of the Board and its committees held during the financial year, the composition of the committees and the details of committee meetings are given in the Corporate Governance Report. Independent Director Declaration All the Independent Directors have given declaration in terms of Section 149(6) of the Companies Act, 2013. Internal Financial Controls The Company prepared a comprehensive document on Internal Financial Controls (IFC) in line with the requirement under the Companies Act 2013, which included Entity Level Controls (ELC), Efficiency Controls, Risk Controls, Fraud Preventative Controls, Information Technology General Controls (ITGC) and Internal Controls on Financial Reporting (ICFR). A brief note on IFC including ICFR is given in Annexure A to this Report. The Board opines that the internal controls implemented by the Company for preparation of financial statements are adequate and sufficient. Risk Management The Board of Directors constituted a Risk Management Committee for implementing and monitoring the Risk management practices in the Company. This Committee meets periodically and reviews the potential Risks associated with the Company and discusses steps taken by the management to mitigate the same The Board of Directors reviewed the risk assessment and procedures involved in the Company and is of the opinion that there are no risks which may threaten the existence of the Company. Details of Employee Benefit Scheme The disclosures as required under Regulation 14 of SEBI (Share Based Employee benefits) Regulations, 2014 is given in Annexure B to this Report. The certificate from the statutory auditors of the Company stating that Employee Stock Option Plan 2008 and Employee Stock Purchase Scheme, 2006 has been implemented in accordance with SEBI (Share Based Employee benefits) Regulations, 2014 and the resolution passed in the general meeting is also appended thereto. Information on Conservation of Energy and Technology Absorption A. Conservation of Energy: i. Steps taken for Conservation of Energy: The operations of your Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing usage of power and virtualization of Data Centre. B. Technology Absorption: i. Effort made towards technology absorption: Your Company continues to use the latest technologies for improving the quality of services it offers. Some of the technology adoption and absorption like cloud technology, virtualization and mobile based technologies resulted in better operational efficiencies and Turnaround Time (TAT). ii. Import of Technology: The Company has not imported any technology during the year. iii. Expenditure on Research and Development: Since your Company is not involved in manufacturing activities, it did not incur any expenditure on research and development. Foreign Exchange earnings and outgo The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is given in notes 30 and 31 of the standalone financial statements. Policy on Appointment and Remuneration of Directors The Board on the recommendation of the Nomination and Remuneration Committee has laid down a policy on appointment of Directors and remuneration for the Directors, Key Managerial Personnel and Other Employees. The same is enclosed as Annexure C to this report. Performance evaluation of the Board and Committees The details of annual evaluation made by the Board of its own performance and that of its committees and individual Directors and performance criteria for Independent Director laid down by Nomination and Remuneration Committee are enclosed as Annexure D to this report. Particulars of Employees The Particulars of employees required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been given in the Annexure E appended hereto and forms part of this report. Particulars of Loans given, Investments made, Guarantees given and Securities provided Particulars of loans given and investments made are given under Note 17 to the Standalone Financial Statements. Corporate Social Responsibility The Committee for Corporate Social Responsibility (CSR) has formulated and recommended to Board a policy on CSR indicating the activities to be undertaken by the Company. The Annual Report on CSR is given under Annexure F to this report. Secretarial Audit Report Pursuant to Section 204 of Companies Act, 2013, a Secretarial Audit was conducted by a Practicing Company Secretary, Mrs. R. Bhuvana. The report furnished by the Auditor is enclosed as Annexure G to this report and such report does not contain any qualification, reservation or adverse remark. Vigil Mechanism The Company has implemented a vigil mechanism to provide a framework for the Company's employees and Directors to promote responsible and secure whistle blowing. It protects employees who raise a concern about serious irregularities within the Company. A brief summary of the vigil mechanism implemented by the Company is annexed under Annexure H to this report. Extract of Annual Return Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure I to this Report. Others • There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. • The Company has not received any deposits as defined under Companies Act, 2013 during the Financial Year 2015-16. • None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure J in Form AOC-2. • There are no material changes and commitments affecting the financial position of the Company which have occurred between 31st March 2016 and the date of this report. Compliance with other regulations Auditors Certificate on Downstream Investment With regard to the downstream investments in Indian subsidiaries, the Company is in compliance with the FDI regulations and the Company has obtained a certificate from the statutory auditors in this regard. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Your Company has framed a policy on Sexual Harassment to ensure a free and fair enquiry process on complaints received from the employees against Sexual Harassment. No complaint was reported pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review. Acknowledgment Your Directors take this opportunity to thank the shareholders including the principal shareholders, suppliers, customers, bankers, business partners/associates, for their consistent support and encouragement to the Company. I am sure you will join my other Board Members in conveying our sincere appreciation to all employees of the Company and its subsidiaries and Associate for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry. On behalf of the Board of Directors J Ramachandran Chairman Place : Chennai Date : May 24, 2016 |