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Nocil Ltd.
BSE CODE: 500730   |   NSE CODE: NOCIL   |   ISIN CODE : INE163A01018   |   06-May-2024 Hrs IST
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March 2016

DIRECTORS' REPORT

Dear Members,

Your Directors are pleased to present their Report together with the Audited Accounts of the Company for the year ended 31 March  2016.

Performance of the Company

I am happy to inform you that the financial year 2015-16 saw a notable improvement in the operating performance of your Company, even on the back-drop of weak global demand, falling prices and over-capacities etc. Demand for Rubber Chemicals is a derived demand and is directly a function of Global Rubber Consumption, which for the year remained relatively flat. Despite this, your Company has posted a growth of 4% in its sales volume. It is pertinent to note that this growth was achieved, in spite of a conscious decision to stay away from certain traditional but non-strategic export markets ,in the face of unrealistically low pricing from Chinese and Korean suppliers.

The continued weakness in the price of Crude Oil and certain Petrochemical building blocks, during the year, did have a favourable impact on the Company's Raw Material costs. However, these reductions in costs were accompanied by reductions in selling prices of finished goods. In line with our usual long-term approach to business, we have adjusted our selling prices to our regular customers to reflect these reductions in costs as also to maintain our business share at these accounts, in line with the prevailing stiff competition.

Domestic Market

Your Company achieved Domestic Sales of Rs. 580 Crores against the previous year's figure of Rs. 560 Crores. Although the value increase appears to be modest, thanks to the reduction in the selling prices of our products, it does not adequately capture the growth in the domestic sales volume and market share, in this challenging year. Higher domestic volumes, better product-mix and continual improvements in operational efficiencies, particularly at the new plant in Dahej, have been key factors in improving the operating margins.

It may also be noted that the overall situation with our consuming industry during the year remained weak. As a result, most of your Company's major customers had curtailed their capacity utilization. Consequently, your Company was also forced to align its production plan with the overall demand- trend, and in the face of un-remunerative pricing offered by our Chinese and Korean competitors, compelled us to consciously stay out of some of the customer accounts. As a result, we had to reduce the production of some of products and their intermediates, during the year. This however had the positive impact of the Company reducing its inventory levels by Rs. 55 Crores, leading to a significant reduction in working capital borrowings and bringing down financing costs.

The Indian economy exhibited significant resilience during the year in contrast to most other countries, China in particular. According to most forecasts, India's GDP growth, is expected to be in the region of 7.5% for the year 2016-17. Your Company's management expects to capitalize on this growth by further strengthening its premier position as the largest domestic player in the Rubber Chemicals business. Given the acknowledged quality of its products and services, your Company sees 2016-17, as a year of significant opportunities, to grow its volumes and improve its capacity utilization.

We expect that the major threat to this objective, is likely to be from the continued and aggressive dumping of Rubber Chemicals at unrealistically low prices by producers, mainly from China, Korea and the European Union. The poor domestic demand in China due to the slow-down in that country and the absence of growth in the EU Region may create a situation, where rubber chemicals pricing may witness further reductions in the near term. But, at the same time, the Crude Oil and its down-stream derivatives have shown a hardening trend towards the end of the financial year and as a result, the ability of these competitors to sustain such low pricing may also come under considerable strain.

In this context, it is worthwhile to note that the Government of India has created to some extent, a level playing field for your Company, by imposing Anti-Dumping duty on six products, out of about twenty products which your Company produces and markets. Ironically, the level playing field so provided by the Government, to quite some extent, was neutralized by the conscious erosion in the prices of these products, by competitors from China, Korea and the EU. Your Company continues to face these challenges and continues to counter these, by offering high quality products and service, judicious business decisions and further helped by its long reputation of a dependable supplier to the rubber industry.

Exports

Due to the weak prevalent market conditions in the European Union and Japan, your Company's export volumes remained subdued and pricing too was affected due to aggressive price undercutting resorted to, by our global competitors from China/Korea and EU. The slow-down in the domestic demand in China,was one of the most important factors behind this price undercutting despite which your Company during the year achieved an export turnover of nearly Rs. 200 Crore. Your Company adopted a judicious approach of promoting exports of only high value/specialized products, and staying away from high volume products with poor margins. In fact, your Company, over the past few years has focussed on improving its sales-mix, by promoting some speciality and high-value products to specific customers,thereby improving its margins. I am happy to inform that, with this approach, your Company, managed to achieve improved profitability in the export segment, despite forgoing volume growth. In case of some of the products, where competition is acute from China/Korea/EU and pricing unattractive, your Company has chosen to export these products, only to a certain select key accounts,keeping in mind the equally important need to maintain continuity at these accounts, as well as to ensure,our own capacity utilization remained at reasonable levels.

Finance & Rating

During the year, your Company renewed its working capital facilities with its existing bankers and further inducted State Bank of India and IDFC Bank, into its Multiple Banking Arrangement. The Credit Rating Agency CARE, in their recent evaluation, have re-affirmed your Company's Long Term Credit Rating at AA - and Short term borrowings rating at A1+.

Your Company, with its improved cash flow position, also managed to prepay its term loan of Rs. 25 crores, to one of its term loan lenders. The other term loan lender, agreed to bring down the interest rate, instead of accepting prepayment.

Dividend

Your Directors are pleased to recommend payment of dividend of Rs. 1.20 per share of Rs. 10/- each (12%), on the equity share capital of the Company [previous year Rs. 1/- per share of Rs. 10/- each (10%)]. The dividend, together with the tax on Dividend, will absorb a sum of Rs. 23.22 crore (previous year Rs. 19.35 crore).

Transfer of Unpaid Dividend to the Investor Education and Protection Fund (IEPF)

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, all unclaimed / unpaid dividend up to FY 2007-08 has been transferred to the Investor Education and Protection Fund and unclaimed / un-encashed dividend for the FY 2008-09 paid on 3 August 2009 is due for transfer to IEPF on 4 September 2016. Those members who have not yet claimed / encashed the same, are requested to claim the same at the earliest before transfer to IEPF.

Registrar and Share Transfer Agents (RTA)

Your Company had appointed Sharepro Services (India) Pvt Ltd as its RTA for the last 16 years. On a complaint received from one of the listed companies, who were also the clients of Sharepro, SEBI vide its order dated 22 March 2016 banned Sharepro from performing the responsibilities as RTA with immediate effect. Your Company being one of the clients of Sharepro has been asked by SEBI, to furnish a detailed audit report on the working of the RTA and also appoint a new RTA within 6 months of the SEBI order.

As per the interim order of SEBI, your Company's shareholders are not affected by such wrongdoings. Your Company's management, in the interim and as desired by SEBI, has appointed M/s Makarand Joshi & Co., Practicing Company Secretaries to conduct an audit of the Company's records, maintained by Sharepro.

Your Board of Directors, after careful evaluation, has decided to appoint Karvy Computershare Private Limited ('Karvy') as the Company's Registrar and Transfer Agent (RTA) effective 23 May 2016. Karvy, is one of the largest and reputed RTA operating in the Country for the last three decades with a wide network spanning across different states. Karvy, with their very high technology driven process, has been servicing a very large investor base and also have an extensive internal / external audit oversight for their operations.

I wish to reassure each one of the members, that the Board and the Management of your Company, will keep the interest of shareholders as one of its topmost priorities and will also ensure that the transition from the erstwhile RTA to the new one, under the watchful supervision of its own officials, happens smoothly and with least inconvenience to the shareholders.

Fixed Deposits

All the unclaimed fixed deposits/unclaimed fixed deposit warrants have been transferred to Investor Education & Protection Fund, as required under Section 125 of the Companies Act, 2013.Since, the Company no longer accepts deposits from public, there are no outstanding/unclaimed deposits as at 31 March 2016.

Insurance

The Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

Health, Safety and Environment

The core theme of HSE standard is to ensure clean environment and safety of employees, community around and all suppliers & customers. HSE practices adopted by your Company ensure adherence to this core theme for all the activities inside and outside the Company.

High emphasis is placed on adherence to the laid down policies,systems and procedures, collective learning out of experience through meetings and training programs,imparting training to all the employees including contract employees and vendors and continual skill development to ensure safe operations at all the times.

Management of process safety risk assessment is an essential part of HSE management and the smallest of a change in the process is evaluated for its risk before implementation. Employees are encouraged to report "near miss incidents" and a core HSE team evaluates root cause for such incidents. Mitigation action plan thereon, forms the theme for subsequent training programs to ensure elimination of root cause through collective learning.

Safe attitude encouragement is achieved by investing substantial man hours to spread the message of safe working, across the organization on continual basis.

A core team of research center focuses on continual improvement in environment standard. New technologies are adopted for "recovery and reuse" of valuable chemicals from effluent stream to ensure clean environment and enhance the profitability of the Company. Substantial capital expenditure is allocated every year by your management to ensure continual improvement in the environment standards of the Company at all locations.

Conservation of natural resources is a major initiative as a part of HSE and projects are implemented to ensure continual reduction in consumption of natural resources.

Your Company has occupational health centres at its all locations which not only undertake the periodic heath checks of all employees but also specific counselling is undertaken to educate the employees on life style health hazards.

Safe practices in the Company are encouraged by conducting various annual competitions and rewarding the concerned employees.

Suggestion scheme is utilized by the employees to offer suggestions for continuous improvement of safety practices.

HSE performance of the Company is reviewed by your Board every quarter and guidance and valuable suggestions made by the Board are incorporated to further strengthen HSE practices of the Company

Total Quality Management

Adherence to quality standards is absolutely imperative for the Company's domestic and International businesses, since customers evaluate the Company as per its prevailing TQM standard. The primary objective of TQM is to ensure that the laid down quality standards are followed at all levels and for all operations at all locations including warehousing and delivery of the goods to customers.

Navi Mumbai plant continues to be certified for ISO 9001:2008 (Quality Management system), ISO 14001: 2004 (Environment Management System), OHSAS 18001: 2007(Occupational Health & Safety Standards) as well as TS 16949: 2009 (Quality system for Automotive Sector). The Quality Assurance Laboratory of the Company is certified for ISO 17025.

New location at Dahej was also certified for ISO 9001:2008 (Quality Management system), ISO 14001: 2004 (Environment Management System), OHSAS 18001: 2007(Occupational Health & Safety Standards) during the financial year.

Your Company also has ensured that its subsidiary and ancillary units are also certified for ISO 9001: 2008. NOCIL TQM team conducts periodic audits at these locations to ensure a continual implementation of TQM culture.

Your Company continues to be a member of "Responsible Care". During audits conducted by the international and reputed domestic tyre customers, our quality system continues to get the highest rankings in their vendor assessment.

TQM is always and will continue to be an important factor amongst the various objectives set by the Company. In this modern day of competitive scenario, TQM is one of the important pillar of your Company's successful business journey.

Research & Development

NOCIL Research and Development continues to be acknowledged as one of the core strengths of NOCIL by all its domestic and international customers. Your Board has consistently encouraged investment in Research activities for sustainable growth in Rubber Chemicals business. The Research Centre of your Company is recognized by Ministry of Science and Technology, Government of India and it focuses on key business areas including:

• Process development, scale up and commercial implementation.

• Environmental strategies for sustainable growth.

• Introduction of emerging technologies for process/ product improvements.

• Research initiatives as per customers' perceived needs.

The innovative environmental strategies implemented in the plant have resulted among other things into improvements in conserving natural resources and valuable chemicals.

In-house technology development is protected by obtaining National and International Patents.

The Company's Research and Development team consistently endeavors to create innovative concepts which will yield significant benefits to the Company in the short as well as long term.

Risk Assessment and Management

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. Your Company has assigned the ownership of key risks to various Risk Owners and has made the concerned departments and officials responsible for mitigation plans and review of these risks from time to time. The risks are identified at various departmental levels and suitable mitigation measures are thereafter adopted. These are further subjected to a quarterly review by the Risk Co-ordination Committee as well as the Board. The business plans for the future are devised and approved by the Board keeping in mind the risk factors which can significantly impact the performance of the particular business. All major capital expenditure commitments are subjected to thorough scrutiny by the Board and investments are permitted only on being satisfied about its return or utility to the Company. Expansion projects are subject to detailed risk assessment and sensitivity tests and approved only after found to pass eligibility criteria.

Internal Control Systems and their Adequacy

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Company's operations through a well-defined budget monitoring process and specifying standard operating procedures. Your Company has appointed an external professional agency M/s. Aneja Associates, Chartered Accountants, to conduct the internal audit, and the findings and recommendations of the Internal Auditors are placed before the Audit Committee of your Board regularly.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal controls in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, the management undertakes corrective action in the respective areas and thereby further strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The Audit committee of the Board ensures that necessary corrective actions suggested are put in place. In addition during the year, the Audit Committee and the Board have specifically reviewed the Internal Control and Financial Reporting process prevalent in the Company. On a periodical basis, the Board also engages the services of professional experts in the said field in order to ensure that adequate financial controls and systems are in place. At the end of a period, the CEO & CFO gives a declaration in the appropriate format to certify that the financial statements prepared are accurate and complete in all aspects and that there are no significant issues that can impair the financial performance of the Company.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism Policy to deal with an instance of fraud or mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and are also posted on the website of the Company.

Policy on Sexual Harassment of Women at Workplace

As per the requirement under the provisions made under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2012, an appropriate Committee has been formed to attend to the complaints of the sexual harassment at workplace, if any, made by female employees. The committee of 4 members consists of two female employees, Vice President-Human Resource and a practicing Advocate in the field of labour laws and regulations. During the year under review, no complaints were received. Wide publicity continues to be ensured with respect to the policy to all employees and the policy is also displayed on the Company's website.

DIRECTORS

- Number of Board Meetings

During the year the Board of Directors met five times as per details stated in the report on Corporate Governance.

- Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The various criteria considered for the purpose of evaluation of Whole Time / Executive Directors included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance etc. The Board was of the unanimous view that all the Whole Time / Executive Directors were providing good business and people leadership.

- Declaration of Independent Directors

As required under Section 149(7) of the Companies Act, 2013, the Independent Directors have placed the necessary declaration in terms of the conditions laid down under Section 149(6) of the Companies Act, 2013 in the Board Meeting held on 5 May 2016.

- Familiarization Programme to Independent Directors

The Company provides suitable familiarization programme to Independent Directors so as to associate themselves with the nature of the industry in which the Company operates and business model of the Company in addition to regular presentation on technical operations, marketing, exports and financial statements. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing Regulations with regard to their roles, rights and responsibilities as Directors of the Company. The details of the familiarization programme have been disclosed and updated from time to time on the Company's website and its weblink is <http://www.nocil.com/images/fckeditor/file/> Familiarization-Programme-for-IDS.pdf.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3)(c) of the Companies Act, 2013:

(a) That in the preparation of the annual financial statements for the year ended 31 March 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) That such accounting policies as mentioned in Note 1 forming part of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March  2016;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual financial statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The above assessment of the Board was further strengthened by periodic review of internal controls by both internal as well as external auditors.

Remuneration policy

During the Financial Year 2014-15, based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors approved a Policy for selection and appointment of Directors, Senior Management and their remuneration. There has been no change in the said Policy in the Financial Year 2015-16. The Salient features of Remuneration Policy are given in the Corporate Governance Report.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, subsidiary Company or other designated persons which may have a potential conflict with the interest of the Company at large.

As per the Related Party Transactions Policy, approved by the Board of Directors of the Company, during the year under review, the Company has entered into related party transactions based upon the omnibus approval granted by the Audit Committee. On quarterly basis, the Audit Committee reviewed such transactions for which omnibus approval was given.

Particulars of contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 in the prescribed form for FY 2015-16 are given in Annexure G.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and its weblink is <http://www.nocil.com/images/fckeditor/file/Policy-on-Related->Party-Transaction.pdf

Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of Financial Statements for the year ended 31 March 2016.

Extract of Annual Return

Extract of Annual Return for the Financial Year ended on 31 March 2016 as required by Section 92 (3) of the Companies Act, 2013, is annexed as Annexure "E".

Subsidiary Company

PIL Chemicals Limited, (PIL) has recorded a Profit before Tax of Rs. 80.86 lakhs, for the year under review.

The Company does not have any material subsidiary, however, the Company has formulated a policy for determining material subsidiary(ies) and such policy has been disclosed on the Company's website and its weblink is <http://www.nocil.com/images/> fckeditor/file/Policy-on-Material-Subsidiaries.pdf

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

A statement containing the salient features of the financial statement of the Company's subsidiary under the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed in prescribed form  AOC -1.

The audited accounts of the subsidiary Company are placed on the Company's website and the members interested in obtaining copy of annual report of the subsidiary Company are requested to get in touch with the Office of the Company Secretary.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by your Company in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with Auditors' Report thereon forms part of the Annual Report. The financial statements have been prepared as per Schedule III issued by the Ministry of Corporate Affairs.

Personnel

The relations, during the year, between the employees and the management of your Company continued to be cordial.

Your Directors wish to thank all the employees for their continued support and co-operation during the year under review.

Stock Options

In terms of your approval, read with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, the details required to be provided under the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are set out in Annexure"C" to this Report.

Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided in Annexure "F"

Appointment/Reappointment of Directors and Key Managerial Personnel

Pursuant to Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vilas R. Gupte, Director  retires by rotation at the forthcoming Annual General Meeting. Being eligible, he offers himself for re-appointment.

During the Financial Year under review, there has been no change in the Board of Directors and Key Managerial Personnel of the Company.

Auditors

Pursuant to the requirement of Section 139(1) of the Companies Act, 2013, M/s Deloitte Haskins and Sells LLP, Chartered Accountants, Mumbai were appointed as Statutory Auditors, for financial years 2014-15, 2015-16 and 2016-17. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company. As required under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required by Section 139(1) of the Companies Act, 2013, the appointment of Statutory Auditors is placed before the Members for ratification.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs. 5 lakhs.

The Cost Auditors have given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under Section 141 of the Companies Act, 2013.

The Audit Committee has obtained a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. The Cost Audit Report in respect of F.Y. 2015-16 will be filed on or before the due date i.e. 27 September 2016.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is placed before the Members for their ratification.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Hemanshu Kapadia & Associates, a firm of Company Secretaries in Practice to carry out the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure "B".

Report on Corporate Governance

As per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, a separate Section on Report on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance is attached.

Report on Management Discussion and Analysis

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, report on "Management Discussion and Analysis" is attached and forms a part of this Report.

Corporate Social Responsibility

Your Company has always been in the forefront in discharging its social responsibilities. Accordingly, at the recommendation of the CSR Committee, your Board sanctioned a sum of Rs. 41.50 Lakhs and Rs. 38.85 lakhs by way of a donation to Shri Sadguru Seva Sangh Trust, and Sri Chaitanya Seva Trust respectively. Shri Sadguru Seva Sangh Trust has been conducting over 140,000 eye operations annually in the rural areas and also provides quality and affordable education to the children of the economically weaker sections of the society, support in the field of women empowerment, dairy farming and has also provided relief to those affected by natural calamities and disasters. Sri Chaitanya Seva Trust is running Bhakti Vedanta Hospital equipped with all sophisticated medical facilities and provides affordable medical aid to the poor and needy patients in the tribal areas in the vicinity.

Your Company, in addition to its continued endeavours in greening it's surrounding areas, also participates directly / indirectly in "Swachha Bharat Abhiyan". It also provides assistance to local schools, Medical Aid to the nearby villages on various occasions. It also organises Disaster Management / Safety Training Programmes for its neighbouring industries.

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company has formulated a Policy on CSR and has also constituted a CSR Committee to recommend and monitor expenditure on CSR. The details of CSR Expenditure are given in the prescribed format and forms part of this Report. The same is annexed as Annexure "A".

Other Particulars

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules 2014 is set out in Annexure "D" and forms a part of this Report.

Green Initiative

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time to time, which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holdings with their concerned Depository Participants and / or with the Company.

Acknowledgements

Your Directors would like to acknowledge the continued support and co-operation from its Bankers, Government Bodies, and Business Associates which has helped the Company to sustain its growth even during these challenging times.

For and on behalf of the Board of Directors

Hrishikesh A. Mafatlal

Chairman

Date : 5 May 2016  

Place : Mumbai