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Finolex Industries Ltd.
BSE CODE: 500940   |   NSE CODE: FINPIPE   |   ISIN CODE : INE183A01024   |   26-Apr-2024 Hrs IST
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March 2016

BOARD OF DIRECTORS' REPORT

TO

THE MEMBERS,

Your directors have pleasure in presenting the thirty-fifth annual report together with the audited financial statements including consolidated financial statements for the year ended 31st March, 2016.

Dividend

Your directors have recommended dividend on equity shares @ 100% (Rs. 10/- per equity share) which includes @ 25% (Rs. 2.50 per share) as Special Dividend for the financial year 2015-2016 to pay homage to late Mr. P. P. Chhabria, Founder Promoter of the Company. The final dividend on equity shares including corporate dividend tax, if approved by the Members, will absorb Rs. 14,935.82 lakhs

Transfer to reserves

Your directors have proposed to transfer an amount of Rs. 4,000.00 lakhs to the general reserves. An amount of Rs. 20,031.58 lakhs is proposed to be retained in the statement of profit and loss.

Deposits

Your Company has not accepted any deposits, described under Chapter V of the Companies Act, 2013. Hence, no details to report pursuant to Rules 8 (5) (v) and 8 (5) (vi) of the Companies (Accounts) Rules, 2014.

Management discussion and analysis

Pursuant to Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), a management discussion and analysis report forms a part of this annual report.

Consolidation of financial statements

As on end of the financial year, your Company does not have any subsidiary company. However, it does have two associate companies namely Finolex Plasson Industries Private Limited and Pawas Port Limited.

The consolidated financial statements as prepared pursuant to the provisions of section 129 of the Companies Act, 2013 and Schedule III of the Companies Act, 2013 are annexed and form part of this annual report.

Revision in financial statements

There has been no revision in the financial statements of the Company during the financial year 2015 - 2016.

Subsidiary and Associate Companies

As required under Rule 5 of the Companies (Accounts) Rules, 2014, Form AOC-1 of statement containing salient features of financial statements of the associate or joint venture companies is annexed and forms part of this annual report.

Pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, the performance and financial position of the associate or joint venture companies included in the consolidated financial statements is annexed to and forms part of this annual report.

Further, it is reported pursuant to Rule 8(5) (iv) of the Companies (Accounts) Rules, 2014 that during the financial year 2015-16, Rajasthan Olive Cultivation Limited has ceased to be an associate company, in relation to the Company or joint venture company. Further, during the financial year 2015-16, no company has become an associate of the Company.

The Company has also formulated the policy on material subsidiaries in alignment with the provisions of Regulation 16(1) (c) of the Listing Regulations. As required under Regulation 46 (2) (h) of the Listing Regulations, the Material Subsidiary Policy has been displayed on the website of the Company www.finolexwater.com at the following link: <http://www.finolexwater.com/policies->code-of-conduct/

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, your directors, on the basis of information and documents made available to them, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 financial year and of the profit of the Company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) 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; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate governance

A separate statement of corporate governance in compliance with corporate governance requirements specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 along with a compliance certificate obtained from M/s SVD & Associates, practicing company secretaries is annexed and forms part of this annual report.

Material changes and commitments

Your directors confirm that there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this report.

Contracts or arrangements with related parties

The particulars of related party transactions are stated in the note no. 1.10 in financial statements, Annexures 2, 3 and 5(vi) of this report.

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 of the Company. There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis. The statement is supported by a Certificate from the Chief Financial Officer.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for the purpose of identifying and monitoring such transactions.

The Related Party Transactions Policy of the Company approved by the Board of Directors of the Company (the "Board") is displayed on website of the Company www.flnolexwater.com at the following link: <http://www.flnolexwater.com/policies-code-of-conduct/>.

Risk management

During the financial year 2014-2015, your directors have constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Board of Director's Report.

The Company has a robust risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. Risk management forms an integral part of the business planning and forecasting. The key business risks identified by the Company and its mitigation plans are included in management discussion and analysis report.

Internal financial control

Pursuant to Rule 8 (5)(viii) of the Companies (Accounts) Rules, 2014, the details in respect of adequacy of internal financial controls with reference to the financial statement are given below.

The Company has an internal control system which includes internal financial controls, the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information commensurate with the size, scale and complexity of its operations.

The scope and authority of the internal auditor are defined by the audit committee from time to time. To maintain its objectivity and independence, the internal auditor reports its observations to the audit committee of the Board. The internal auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of the internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the audit committee of the Board.

Directors and key managerial persons:

Pursuant to Sections 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) of the Companies (Accounts) Rules, 2014, the following details relating to directors and key managerial persons are reported:

The Board of your Company is duly constituted with proper balance of executive directors, non­executive directors and independent directors.

Reappointment of directors:

Reappointment of Mr. Sanjay S. Math as Director ofthe Company

Mr. Sanjay S. Math (DIN: 01874086) retires by rotation as Director at the ensuing annual general meeting and being eligible, offers himself for reappointment.

Reappointment of Mr.Prakash P. Chhabria as Whole-time Director designated as Executive Chairman and Mr. Sanjay S. Math as Managing Director, who shall be Whole-time Director

The Board at its meeting held on 21st October, 2011 had re-appointed Mr. Prakash P. Chhabria (DIN: 00016017) as Managing Director of the Company for a period of five years viz. 1st December, 2011 to 30th November, 2016. Further, the Board, at its meeting held on 20th June,

2012 has appointed Mr. Prakash P. Chhabria as Whole-time Director designated as Executive Chairman of the Company for the period from the close of business hours of 11th August, 2012 to 30th November, 2016.

The Board of Directors has appointed Mr. Sanjay S. Math (DIN: 01874086) as Whole-time Director designated as Director (Operations) for a period of five years from 4th February, 2012 to 3rd February, 2017.

The said appointments of Mr. Prakash P. Chhabria and Mr. Sanjay S. Math were approved by the Members at their thirty - first annual general meeting held on 11th August, 2012.

The Board of Directors at its meeting held on 21st May, 2016 has reappointed and fixed the remuneration on the recommendation of the Nomination and Remuneration Committee of:

1. Mr.Prakash P. Chhabria as Whole-time Director designated as Executive Chairman for a period of five years from 1st December, 2016.

2. Mr. Sanjay S. Math as Managing Director, who shall be Whole-time Director, for a period of five years from 1st December, 2016.

The resolutions for the appointments of Mr. Prakash P. Chhabria as Whole-time Director designated as Executive Chairman and Mr. Sanjay S. Math as Whole-time Director designated as Managing Director including payment of their remuneration are contained in the notice of the ensuing annual general meeting.

Mr. Prakash P. Chhabria, Executive Chairman, age 53 years is a Whole-time Director since March, 1992. Mr. Prakash P. Chhabria is B.Sc. in International Business from University of Evansville, USA has completed Advanced Management Programme from Wharton Business School, USA and has also completed an Executive Program from Stanford, USA. Mr. Prakash P. Chhabria is a well-known industrialist. He is a director on the Board of few public companies and private limited companies. Mr. Prakash P. Chhabria holds 1,70,749 equity shares of the Company.

Mr. Sanjay S. Math, age 60 years is B.E. (Chemicals), UDCT and PGDM, Mumbai. He is a member of American Institute of Chemical Engineering. He has to his credit 40 years of rich working experience in various projects and petrochemical plant operations. He has worked in reputed organizations like NOCIL, Bombay Dyeing, Rama Petrochemicals, Soudi Yanbu Petrochemicals, Essar Refinery etc. Mr. Math has earlier worked with the Company at Ratnagiri from December 2004 to July 2008 as Director (Manufacturing). Mr. Sanjay S. Math holds 3,000 equity shares of the Company.

The Board recommends the appointments as stated above and payment of remuneration. Retirement of Director

Mr. Saurabh S. Dhanorkar, Managing Director is to retire on 30th November, 2016 after 33 years of dedication to the Company. The Board of Directors at its meeting held on 21st May, 2016 has considered and approved the retirement of Mr. Saurabh S. Dhanorkar, Managing Director and also Key Managerial Personnel with effect from the end of the current term of appointment i.e. 30th November, 2016. The Board appreciates the loyalty and commitment of Mr. Saurabh S. Dhanorkar to the Company.

Independent directors

The Members approved the appointments of Mr. Sanjay K. Asher, Mr. Kanaiyalal N. Atmaramani, Mr. Dara N. Damania, Mr. Shrikrishna N. Inamdar Mr. Prabhakar D. Karandikar and Dr. Sunil U. Pathak as independent directors for a period of five years effective 20th September, 2014, who are not liable to retire by rotation. The terms and conditions of the appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Pursuant to section 149(7) of the Companies Act, 2013, all independent directors have given declarations for the financial year 2016-2017 that they meet the criteria of independence as laid down under section 149 (6).

Key managerial personnel

The Board has designated Mr. Saurabh S. Dhanorkar, Managing Director, Mr. Anil V. Whabi, Chief Financial Officer and Mr. Umesh M. Gosavi, Company Secretary as the Key Managerial Personnel of your Company for financial year 2015-16.

Training and familiarization programme for directors

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize themselves with the Company's procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings on business and performance updates of the Company, global business environment, business strategy and risks involved.

Detailed presentations on the Company's business segments were made at the separate meetings of the independent directors held during the year.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

In compliance of the Regulation 25 (7) of the Listing Regulations, the Company has adopted the familiarization programme for independent directors with an aim to provide to the independent directors insight in their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

The details of the familiarization programme for independent directors are available on the website of the Company <http://www.finolexwater.com/wp-content/uploads/2015/07/File-5-Directors->familarization-program1.pdf.

Policy on directors' appointment and remuneration

The Nomination and Remuneration Committee of the Company is governed by a terms of reference. The Company's nomination and remuneration policy includes directors' appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other details are furnished in Annexure 1.

Annual evaluation by the Board of its own performance and that of its committees and individual directors

The Company has devised a policy for performance evaluation of independent directors, Board, Committees and other individual Directors which include criteria such as qualification, positive attributes, area of expertise and number of directorship and memberships held in various committee in other companies by such person for performance evaluation of the non-executive directors and executive directors.

The nomination and remuneration policy, inter alia, giving details about the policy on directors' appointment and remuneration including the criteria for determining qualifications, positive attributes, independence and other details are included in the nomination and remuneration policy annexed herewith.

Remuneration of Directors and key managerial personnel

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of directors and key managerial personnel are as furnished in Annexure 2.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in Annexure 3.

Auditors and Auditor's Report: Auditors

Pursuant to section 139 of the Companies Act, 2013, M/s. P. G. Bhagwat, Chartered Accountants, Pune were appointed as auditors until the conclusion of the annual general meeting to be held in the year 2017 (subject to ratification of their appointment at every annual general meeting) on such remuneration as shall be fixed by the Board. M/s. P. G. Bhagwat has issued a certificate of eligibility pursuant to section 141 of the Companies Act, 2013. Your directors recommend the ratification of the appointment of M/s. P. G. Bhagwat, Chartered Accountants, Pune from the conclusion of the annual general meeting of the Company to be held in the year 2016 until the conclusion of annual general meeting to be held in the year 2017.

Appointment of cost auditors

The Board at its meeting held on 21st May, 2016 has, on the recommendation of the Audit Committee, reappointed M/s. S. R. Bhargave & Co. as cost auditors for carrying out audit of cost accounting records of the Company for the financial year ending 31st March, 2017. Pursuant to the provisions of section 148 of the Companies Act, 2013 and rules made thereunder, the ratification by the Members is necessary for the payment of remuneration to cost auditors. Your directors recommend the same.

Secretarial audit report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Company Secretaries in practice, Pune to undertake the secretarial audit of the Company. The secretarial audit report for the financial year 2015-16 is annexed herewith and marked as Annexure 4.

There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in his Secretarial Audit Report for the financial year 2015-16.

Disclosures:

Pursuant to section 134(3) (a) to (q), there are certain items that are required to be reported by the Company in the Director's report. Your directors are pleased to furnish the required details as under:

Committees of directors and key managerial persons

The details of the committee of the directors and key managerial persons pursuant to the Listing Regulations, and the Companies Act, 2013 are described in the corporate governance report of the annual report.

Audit Committee

The Audit Committee has been duly constituted as required under the provisions of the Companies Act, 2013 and the Listing Regulations.

The details pertaining to the composition of the Audit Committee, required to be given pursuant to Section 177 (8) of the Companies Act, 2013, are given in the corporate governance report section of the annual report on page no.73. There are no instances of the Board not having accepted the recommendation of the Audit Committee during the financial year 2015-16.

Number of meetings of the Board

During the year under review, five meetings of the Board of Directors were held. The details of the meetings are provided in the corporate governance report on page no. 73.

Extract of Annual return

Pursuant to section 134(3)(a) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the extract of annual return in the prescribed format MGT-9 is annexed herewith and marked as Annexure 5.

Vigil mechanism / Whistle blower policy

Pursuant to section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has established a vigil mechanism named Whistle Blower Policy (the "WBP") to report genuine concerns to the Chairman of the Audit Committee. The WBP provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases as envisaged under the WBP. The details of the WBP are explained in the corporate governance report and also posted on the website of the Company. The Company affirms that no director or employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Further, no complaint was received by the Chairman of the Audit Committee during the year.

Sexual harassment policy

The Company has in place a policy on prevention of sexual harassment of its employees at the workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been constituted by the Company to redress the complaints received regarding sexual harassment. Your directors state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Insider Trading

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders ('Insider Trading Code') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ('Code of Fair Disclosure').

The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company which is not in the public domain, that is to say, insider information.

The Code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders

Particulars of loans, guarantees or investments

Pursuant to section 186 of the Companies Act, 2013, the details, as applicable, of loans given, investments made or guarantees given are given in note nos. 12, 13 and 15 to the financial statements for the financial year 2015- 2016 on page nos. 113, 114 and 115 of the annual report.

It is clarified that the Company has no loans/advances and investments in its own shares.

Significant and material orders passed by the regulators or courts or tribunals

Pursuant to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, it is reported that no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Company's operations in future.

Shares

Employee stock option scheme

The paid-up equity share capital as on 31st March, 2016 was Rs.12409.53 lakhs. During the year under review, your directors confirm that no shares were issued under the subsisting Finolex Industries Limited - Employee Stock Option Scheme/ Plan (ESOP) of the Company.

Sweat equity shares and equity shares with differential voting rights

Your directors confirm that neither sweat equity shares nor equity shares with differential voting rights have been issued by the Company during the year under review.

The conservation of energy, technology absorption, foreign exchange earnings and outgo

Your Company is committed to achieve the highest standards of environmental excellence by adopting environmentally sustainable and effective operating systems and processes in its plants. Your Company has put in place internationally acclaimed Environment Management System under ISO 14001 certification at Ratnagiri. Your Company in compliance with all applicable environmental regulations in respect of air, water, noise, hazardous waste, e-waste etc. to mitigate potential environment impact on society.

Your Company's manufacturing plants are well equipped with firefighting & safety equipment. In addition, your Company's PVC resin manufacturing plant at Ratnagiri has put in place a process for safety system with well-equipped firefighting facilities. The plant has its own fire tenders which are capable of performing fire and rescue services for all types of emergencies. Fire tenders are sent on fire calls in villages/communities nearby as well as for attending calls in Ratnagiri city and industries around Ratnagiri. To keep firefighting system up-to-date and alert, mock drills and fire drills are performed through-out the year as per "On site Emergency Management Plan" with participation of all key personnel in the factory premises. Demonstration drills are performed in nearby schools and other establishments for the benefit of the public at large. Your Company believes this is an excellent example of "Service beyond self.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given under section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure 6.

Business responsibility statement

Business Responsibility Report as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 has been hosted on the website of the Company www.finolexwater.com as is available to all the members, and should be deemed as contain in this annual report. A physical copy of the Business Responsibility Report will be made available on a request by any member in writing to the Company Secretaty at the registered office of the Company. During the year under review, your Company continued its focus on various initiatives on environments, social and governance perspective and the details of the same are given below.

Prevention of Air Pollution

Your Company has installed processes to comply with the requirement of National Ambient Air Quality Standards. All 12 parameters including particulate matters, sulfur dioxide and oxides of nitrogen are analyzed as per the standards. All stack emissions are also regularly monitored and the flue gas quality is under control as per specification laid down by respective Pollution Control Boards.

Zero Effluent Discharge

As a part of its endeavor to keep the environment and water bodies, around its plants at Ratnagiri free from contaminants and pollution, your Company has successfully achieved its goal for zero discharge of its treated effluent outside the plant premises partly by recycling it back in the system and by using the remaining for irrigation of tree plantation within the plant premises. The pipes and fittings manufacturing plant do not generate any effluent and are free from pollution. Ground water quality is monitored regularly by sampling and analysis of borewell water.

Effluent Treatment Plant

The aqueous effluent generated during the PVC manufacturing processes undergoes various treatments in your Company's world class effluent treatment plants such as equalization, flocculation, floc separation, aeration activated sludge process, clarification, polishing using activated carbon filter etc. The treated effluent is checked regularly to ensure that it meets with Pollution Control Board specifications.

Effluent Recycle Plant

Part of the treated effluent undergoes further treatment in effluent recycle plant such as biological treatment, phosphate removal, ultra filtration and demineralization process for recycling it in the plant operations.

Tree Plantation

Remaining treated effluent fit for irrigation is used for growing trees planted in the plant premises. Your Company has planted and nurtured close to 50,000 trees of different varieties including fruit bearing trees such as mangoes, chikoo, cashew, coconut etc. within the PVC manufacturing plant and captive power plant premises. Tree Plantation activity is carried out annually during the week-long celebrations of World Environment Day commencing on 5th June every year.

Rain water harvesting

Your Company has built two large reservoirs which help in collecting rain water from nearby land. Also, these reservoirs are filled by pumping water from a dam on nearby river. This dam has also helped in bringing up the ground water table in the nearby vicinity.

Corporate social responsibility

Pursuant to section 135 of the Companies Act, 2013, during 2015, the Board has constituted Corporate Social Responsibility (CSR) Committee and also framed the corporate social responsibility policy. The details of CSR Committee are given in the corporate governance report section of this report.

The corporate social responsibility policy of the Company is displayed on website of the Company www.flnolexwater.com at the following link: <http://www.finolexwater.com/policies-code-of->conduct/.

As a responsible corporate citizen, your Company actively contributes to the social and economic development of the communities in and around its plants' locations. Your Company in association with Mukul Madhav Foundation ("MMF"), a charitable trust, has partnered in this journey for many years. Your Company has been actively contributing to the social and economic development of the underprivileged in the villages in and around your Company's plants situated at Ratnagiri and Urse in the state of Maharashtra and Masar in the state of Gujarat. Special focus has been placed on education, health care, community development, environment and self-development.

The CSR activities carried out by your company through MMF is headed by Mrs. Ritu P. Chhabria, Director, a driving force in accompnishing the activities on day-to-day basis.

During the financial year 2015-16, your Company in association with MMF has incurred expenditure on various CSR activities aggregating to Rs.352 lakhs against the mandatory CSR expenses of Rs.317 lakhs.

While a detailed report on the CSR activities is annexed as Annexure 7. The details of the activities undertaken by your Company in association with MMF are circulated seperately and is displayed on website of the Company www.flnolexwater.com

Cautionary statement

Statements in the Board of Directors' Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

Your directors take this opportunity to place on record their sense of gratitude to the banks, financial institutions, central and state government departments and their local authorities for their guidance and support. Your directors are also grateful to the customers, suppliers and business associates of the Company for their continued co-operation and support. Your directors express their deep appreciation for the commitment, dedication and hard work put in by the employees at all levels. Lastly, your directors are grateful for the confidence and faith shown in them by the Members of the Company.

For and on behalf of the Board of Directors

Prakash P. Chhabria

Executive Chairman DIN:00016017

Place: Pune

Date: 21st May, 2016