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सेज़ल ग्लास निदेशकों की रिपोर्ट, सेज़ल ग्लास निर्देशकों द्वारा रिपोर्ट

सेज़ल ग्लास

बीएसई: 532993  |  NSE: SEZAL  |  ISIN: INE955I01036  |  Glass & Glass Products

खोजें सेज़ल ग्लास कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Shareholders,
 
 The Directors have pleasure in presenting their Seventeenth Annual
 Report, together with the Audited Accounts of the Company, for the year
 ended March 31, 2015 as follows:
 
                                                         (Amount in Rs.)
 
                                           Year 2014-15     Year 2013-14
 
 Revenue from operations                    144,029,357    1,263,687,880
 
 Other Income                                84,004,085      106,348,140
 
 Total Revenue                              228,033,442    1,370,036,020
 
 Operating Expenditure                      316,769,398    1,329,340,282
 
 Profit / (Loss) before Interest 
 & Depreciation                             (88,794,135)      40,695,738
 
 Less: Interest                              92,700,947       88,220,178
 
 Less: Depreciation                          48,241,782       24,585,443
 
 Profit / (Loss) before exceptional,
 extraordinary items and tax               (229,736,864)     (72,109,883)
 
 Exceptional Items                                    -                -
 
 (Loss)/Profit on sale of Assets              4,341,815      (28,687,809)
 
 Prior Period (Expense) / Income             (4,737,026)      (1,796,069)
 
 Provision for Contingency                 (165,000,000)     (85,000,000)
 
 Profit / (Loss) before tax                (395,132,075)    (187,593,761)
 
 Tax expense:
 
 (a) Current tax expense relating 
 to prior years                                       -                -
 
 (b) Deferred tax                          (224,201,433)               -
 
 Profit / (Loss) for the year              (619,333,508)    (187,593,761)
 
 2.  Operational Review
 
 The company registered a Net Turnover of Rs. 14.40 crores for the year
 ended 31st March 2015 as against Rs. 126.37 crores for the year ended
 31st March 2014.Subdued market conditions in the Realty and
 Infrastructure sectors to which your company''s products mainly cater to
 and severe working capital constraints have impacted the business of
 the company during the F.Y. 2014-15. At the operating level the company
 has reported profit of Rs. 1.85 crores before Interest, Depreciation,
 Taxation and Exceptional items during F.Y. 2014-15 against Rs. 8.32
 crores in F.Y. 2013-14. During F.Y. 2014-15 various measures were
 initiated to improve operational efficiency and productivity.
 
 Loss at the net level of Rs. 61.93 crores for the F.Y. 2014-15 was
 mainly on account of write-off of software cost and non recoverables
 Rs. 11.18 crores, Provision for contingencies of Rs. 16.50 crores and
 reversal of deferred tax asset of Rs 22.42 crores.
 
 3.  Management Discussion & Analysis
 
 A.  ECONOMY /INDUSTRY OVERVIEW
 
 The macroeconomic environment continued to pose challenges in the
 Fiscal Year 2014-15, Though there has been a marginal growth in GDP,
 the consumer sentiment continued to be weak. Despite the rate of
 inflation being on the lower side, years of high inflation in the past
 have left continuing impact on disposable income and Final Private
 Consumption Expenditure. Every geography has been seeing ups and downs
 in short spells making it difficult to forecast and work on a stable
 marketing plan.
 
 While certain macro factors like fiscal deficit, inflation, foreign
 investor interest etc., show improvement besides structural correction
 initiatives by the New Government, these are yet to have any impact on
 the consumer demand and employment generation. It is expected that if
 reforms like land acquisition, recodification of labour laws, GST, and
 initiatives like infrastructure development, power generation and
 development of smart cities are kick started, India can get back to
 growth rates in excess of 7% in the coming years. Your Company operates
 in the Glass processing segment with a wide range of product processes.
 The product processes consist of Toughened glass, Heat strengthened
 glass, Insulated glass, Laminated glass, Decorative glass and fire
 rated glass. The market for glass processing is shared amongst
 organized branded players and unorganized players. The market for
 organized brands is estimated at about 70% of the total market.
 
 Company Overview:
 
 The Electronic commerce or e-Commerce as is known today has evolved as
 businesses (end to end process) started to shift from real time market
 to digital market. A lot of businesses today take place on the
 internet, sitting in the comfort of one''s own home. The Company has
 during the year under review had tied up with snapdeal for sale of its
 dcor products. The Company has as a beginning started with selling of
 its glass mirrors on line through snapdeal, and the concept is slowly
 picking pace. The Company proposes to gradually add few more categories
 of retail home and office interior products for online sales in the
 near future.
 
 B.  GLASS INDUSTRY OVERVIEW
 
 - Global Overview And Demand
 
 - The global glass market has reached about 83 million tonnes in 2014
 up from 60 million tonnes in 2011.
 
 - The Global Flat Glass market is poised to grow at a CAGR of 7.3% over
 the period 2014-2019.
 
 - The use of float glass is largely in the Building and Construction
 and Automotive sectors.
 
 - Flat glass is also used in solar equipment such as solar thermal
 panels and photovoltaic modules.
 
 - Flat glass finds application in interior fittings and decorations,
 furniture, and electronic equipment.
 
 - Flat glass is classified into float, sheet, and rolled.
 
 One key trend upcoming in this market is the demand for fabricated flat
 glass products for use in buildings and construction. Demand for
 fabricated flat glass products such as solar glass panels and
 electronic displays are on the rise.
 
 - Indian Glass Industry
 
 According to a recent study conducted by the Associated Chambers of
 Commerce and Industry of India (ASSOCHAM) the domestic glass industry
 is poised to grow to Rs. 340 billion by 2015, which will be triggered
 by the growth in the real estate sector, infrastructural development,
 retail sector, automotives sales and food & beverages sector. The
 current value of Indian glass industry is Rs. 225 billion.
 
 Indian glass market is set to increase at a compound annual growth rate
 (CAGR) of 15 per cent over the next three years.  The glass consumption
 growth is expected in construction (10-12 per cent), automotive (20 per
 cent), consumer goods (15-20 per cent) and pharmaceuticals (15-18 per
 cent) sectors.
 
 The glass industry employs more than 40 lakh people. The organized
 sector accounts for 35 lakh and unorganized sector provides direct jobs
 to around 5-6 lakh people. A large number of man-power is involved
 indirectly in the sector, most of whom are unskilled workers.
 
 About 75 per cent of the total glass industries are concentrated in
 U.P, Maharashtra, Gujarat, Karnataka and Andhra Pradesh. Gujarat
 employs the highest number of people in the glass industry followed by
 Uttar Pradesh, Maharashtra and Andhra Pradesh.
 
 The glass packaging industry is facing tough competition from
 alternative medium. But with the key properties such as inertness,
 transparency and recyclability, glass will overcome the issues of
 fragility and bulkiness, which will satisfy the consumers.
 
 The increasing prices of the raw material is the biggest challenge
 faced by Indian glass manufacturers. With some steps taken by the
 government towards control in the increasing prices of raw materials
 and regularizing the cullet collection system in India, would help the
 industry to counter the competition from other alternative uses for
 glass.
 
 The per capita glass consumption in India is 1.2 kg, compared with 8-9
 kg in developed countries and 30-35 kg in the US.  Also, glass
 recycling is very high in developed countries at 70-80 per cent,
 whereas in India, only 40-45 per cent of the finished products come for
 recycling and the rest go for land filing. Recycling saves 10-20 per
 cent energy, 30 per cent air pollution and improves furnace efficiency
 by 20 per cent. The glass industry mainly consists of four
 segments-Container glasses, Specialty glass, Flat glass and Fiberglass.
 Container glass is the largest segment in the glass sector, catering to
 glass packaging for consumer goods and pharmaceutical industry. The
 specialty glass is used in technical applications such as electronics
 and engineering. Flat glass segment comprises of float glass and rolled
 glass, which are mostly used in architectural and automotive
 applications.
 
 - Glass Processing Industry
 
 The glass processing industry is highly fragmented in the country. It
 is clustered in six geographical locations that fall near the six
 industries or metro cities. The processing clusters are located in and
 around Delhi, Mumbai, Chennai, Hyderabad, Kolkata and Bangalore.
 Because of its fragmented nature, the glass processing industry in
 India is dominated by small players who put little effort to improve
 customer service, reducing costs, or systematically developing markets.
 The industry is also weighed down by the spiraling cost of
 manufacturing. Energy costs are increasing, as are those of raw
 materials and infrastructure.
 
 The glass processing involves lending various properties to glass in
 order to enhance life and aesthetic appeal of the glass as well as to
 customize it for the intended use. The glass processing units are
 required to be located in proximity to the major float glass producing
 centers as well as the markets of consumption to minimize losses on
 account of breakages and logistics cost.
 
 Processed Glass types
 
 - Heat strengthened glass
 
 - Fully toughened glass
 
 - Insulated glass
 
 - Noise insulating glass
 
 - Laminated glass
 
 - Decorative glass
 
 - Fire resistant glass
 
 Real estate: Driving growth
 
 The growth of the float glass industry is dependent on construction and
 architecture activities. The construction sector is the largest
 consumer of float glass. Around 70% of the total production is used by
 the construction sector. Real estate sector use flat glass for windows,
 doors, partitions and a host of other applications.
 
 It is expected that demand growth in this segment is going to be
 strong, as architects are increasingly seeking to bring natural
 environmental factors into the interior of buildings by maximizing
 natural daylight. This has been achieved through the use of larger
 glazed areas in faades and roofs, and through entirely glazed faades,
 where the glass is a structural component of the building.
 
 Interestingly, use of value-added glass has gained popularity in
 commercial buildings in the recent years. However, residential
 buildings, which are a major source of demand for these glass types,
 are not using much of these products. This is one area that is going to
 drive growth in the country.
 
 Automotive Sector: High Potential
 
 In India auto industry is a growing industry with an expected turnover
 of US3 billion by 2020. The automobile sector is a big
 
 user of flat glass. The consumption of glass in this sector is likely
 to see a growth of close to 20 per cent in the coming year as glass is
 being increasingly used on cars, and strongly contributes to their
 design.
 
 C.  HUMAN RESOURCES
 
 The Company believes in the highest standards of people management and
 personal growth. It instills in each of the members of the Sejal family
 a feeling of ownership, responsibility and performance to the par of
 excellence in each of the operations pertaining to production and
 servicing. The Company aspires to set the highest standards of
 internationally benchmarked human resource practices, which would be
 exemplary for other manufacturers. The industrial relations were
 cordial and the management thoroughly acknowledges the support from the
 employees at all levels.
 
 D.  INTERNAL CONTROL SYSTEM
 
 The Company has an adequate system of internal controls to safeguard
 and protect from loss, unauthorized use or disposition of its assets.
 All transactions are properly authorized, recorded and reported to the
 management.
 
 The Company is following all the Accounting Standards for properly
 maintaining the books of accounts and reporting of financial
 statements. The Company has a full-fledged Internal Audit department
 and also external Internal Auditors to review various areas of the
 operations of the Company. The management and the Audit Committee of
 the Board review the audit reports periodically.
 
 E.  RISKS AND CONCERNS
 
 The Company is exposed to normal industry risk factors of competition,
 economic cycle and uncertainties in the international and domestic
 markets and credit risk. The Company manages these risks, by
 maintaining a conservative financial profile and by following prudent
 business and risk management practices.
 
 4.  Share Capital
 
 During the year under review your Company''s Authorized Share Capital
 remained unchanged at Rs. 60,00,00,000/- (Rupees Sixty Crores Only)
 comprising of 6,00,00,000 Equity Shares of Rs. 10/- each. During the
 year under review Issued, Subscribed and Paid up Share Capital of your
 Company also remained unchanged at Rs. 33,55,00,000/-(Rupees Thirty
 Three Crores Fifty Five Lacs Only) comprising of 3,35,50,000 Equity
 Shares of Re. 10/- each Equity Shares each.
 
 5.  Depository System
 
 The trading in the equity shares of your Company is under compulsory
 dematerialization mode. As of date, equity shares representing 99.07%
 of the equity share capital are in dematerialized form. As the
 depository system offers numerous advantages, members are requested to
 take advantage of the same and avail of the facility of
 dematerialization of your Company''s shares.
 
 6.  Dividend
 
 In view of the loss for the year and the accumulated losses of the
 previous year, your Directors are unable to recommend any dividend for
 the year ended March 31, 2015.
 
 7.  Directors and KMP
 
 The Board consists of Executive and Non- Executive independent
 directors including who have wide and varied experience in different
 disciplines of corporate functioning. Mr. Amrut S. Gada, Chairman &
 Managing Director of the Company is liable to retire by rotation at the
 ensuing Annual General Meeting and being eligible offers himself for
 reappointment.
 
 During the year under review Mrs. Leena Gadit was appointed as
 Additional Director (Independent) of the Company with effect from
 31.03.2015.
 
 Pursuant to section 203 the Companies Act, 2013 the appointment of
 following managerial personnel were formalized as Key Managerial
 Personnel (KMP) of the Company:
 
 - Mr. Amrut S. Gada Chairman & Managing Director.
 
 - Mr. A. Venkataramanan Chief Financial Officer (CFO)
 
 - Mr. Ashwin S. Shetty G.M. Compliance, Company Secretary
 
 8.  Other Disclosure
 
 Your Directors state that no disclosure or reporting is required in
 respect of the following items as there were no transactions on these
 items during the year under review:
 
 - No material changes and commitments which could affect the Company''s
 financial position have occurred between the end of the financial year
 of the Company and date of this report.
 
 - No significant or material orders were passed by the Regulators or
 Courts or Tribunals which impact the going concern status and Company''s
 operations in future.
 
 - No complaint received from any employee, pursuant to the Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013 and rules made there under.
 
 9.  Extract of Annual Return
 
 Pursuant to Section 134(3)(a), extract of Annual Return in Form MGT-9
 has been annexed herewith as Annexure ''A''.
 
 10.  Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement, a report on the
 Corporate Governance for the year under review along with Auditors''
 Certificate regarding Compliance of Corporate Governance form part of
 this Report.
 
 11.  Public Deposits
 
 During the year under review your Company has not accepted deposits
 from public in pursuance of section 58A of the Companies Act, 1956 and
 rules framed under the Companies [Acceptance of Deposits] Rules, 1975.
 During the period under review, as on 31st March, 2015, the Company has
 outstanding fixed deposit of Rs. 12,70,70,058/-. The interest and
 repayment of matured deposits have also remained to be paid during the
 year under review due to severe liquidity constraints.
 
 Your Company has made an application to Hon''ble Company Law Board (CLB)
 under the provisions of section 74(2) of the Companies Act, 2013 for
 seeking extension of time for repaying the outstanding fixed Deposits
 along with interest thereon. The Company''s application with the CLB is
 yet pending disposal.
 
 12.  Board Evaluation
 
 The Listing Agreement mandates that the Board shall monitor and review
 the Board evaluation framework. The Companies Act, 2013 states that a
 formal annual evaluation needs to be made by the Board of its own
 performance and that of its committees and individual Directors.The
 evaluation of all the directors and the Board as a whole was conducted
 based on the criteria and framework adopted by the Board.
 
 13.  Training of Independent Directors
 
 Your Company''s Independent Directors are highly qualified and have been
 associated with corporate and business organizations.  They all
 understand Company''s business and activities very well, however,
 pursuant to the provisions of Clause 49 of the Listing agreement, the
 Board has shown all the Independent Director Company''s business and
 manufacturing activities and were also introduced to Company''s staff.
 
 14.  Declaration by Independent Directors:
 
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 15.  Directors Responsibility Statement
 
 Your Company''s Directors confirm:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (ii) 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 the financial year 31st March, 2015 and of
 the profit and loss of the Company for the financial year;
 
 (iii) the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 (iv) the directors had prepared the annual accounts on a going concern
 basis; and
 
 (v) the directors, in the case of a listed company, had laid down
 internal financial controls to be followed by the company and that such
 internal financial controls are adequate and were operating
 effectively.
 
 (vi) 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.
 
 16.  Board Meetings
 
 Pursuant to Section 134(3)(b), details of Board meeting held in the
 year is mentioned in the Report of the Corporate Governance.  During
 the year 5 (five) Board Meetings and 7 (seven) Audit Committee Meetings
 were held, details of which are given in the Corporate Governance
 Report. The intervening gap between the meetings was within the period
 prescribed under the Companies Act, 2013.
 
 17.  Employee Stock Option Plan (ESOP)
 
 Your Company had approved ESOP 2012 at the Annual General Meeting of
 your Company held on September 29, 2012. As on date, your Company has
 not granted any options under ESOP 2012.
 
 18.  A.  Auditors and Auditors Report
 
 The term of office of M/s. S. S. Puranik & Associates, as Statutory
 Auditors of the Company will expire with the conclusion of forth coming
 Annual General Meeting of the Company. M/s. S. S. Puranik & Associates
 have been auditors of the Company since inception of the Company in
 1998-99.
 
 M/s. S. S. Puranik & Associates have expressed their unwillingness to
 be reappointed as the Statutory Auditors of the Company.  The Board of
 Directors has recommended the appointment of M/s. D. D. Mehta &
 Company, Chartered Accountants as Statutory Auditors in place of the
 retiring Auditor M/s.  S. S. Puranik & Associates.
 
 M/s. S. S. Puranik & Associates, over many years have successfully met
 the challenges that the size and scale of the Company''s operations pose
 for auditors and have maintained the highest level of governance,
 rigour and quality in their audit. The Board placed on record its
 appreciation for the services rendered by M/s. S. S. Puranik &
 Associates as the Statutory Auditors of the Company.
 
 1.  Auditor''s observations : Confirmation of balances from Debtors,
 Creditors and Borrowers of Loans & advances:
 
 Company''s explanation;
 
 As a part of accounts finalization process, letters seeking
 confirmation of balances as at 31.3.2015 were already sent to major
 Debtors, Creditors and Borrowers of Loans, ICDs and advances. Accounts
 of major raw materials suppliers (Glass, PVB, Sentry, Silicon, etc.)
 were reconciled and balance confirmations were confirmed. Regular
 monitoring and periodical reconciliations are being carried out in
 respect of current Debtors. Despite follow up confirmations were not
 received from old Debtors and few Borrowers of Loans & advances.
 However, based on Auditor''s recommendation provisions were created for
 doubtful Receivables and doubtful Loans and advances.
 
 2.  Auditor''s observations : Internal control procedures need to be
 strengthened:
 
 Company''s explanation;
 
 Critical areas would be identified and necessary actions would be
 initiated to plug the loopholes (including putting in place standard
 operating procedures etc.).
 
 3.  Auditor''s observations : Arrears of interest and Principle on
 Deposits accepted from Public:
 
 Company''s explanation;
 
 Due to business difficulty and severe cash flow constraints your
 company could not repay all the matured Public deposits and interest
 dues in time. Your company has already approached Company Law Board
 (CLB) under the provisions of section 74(2) of the Companies Act 2013
 for seeking extension of time for repaying the overdue deposits. The
 Company''s application with the CLB is still pending disposal.
 
 4.  Auditor''s observations : Delays in payment of statutory
 Liabilities:
 
 Company''s explanation;
 
 Due to severe cash flow constraints your company could not pay
 statutory dues in time. However, the Management has initiated measures
 to mobilize funds through sale of un-productive assets, recovering of
 Loans and ICDs, etc. to meet these liabilities.
 
 5.  Auditor''s observations: Irregularity in Bank accounts:
 
 Company''s explanation;
 
 Due to business difficulty and consequent liquidity constraints, your
 company could not serve debts in time. As a result bankers'' have
 classified the credit facilities grant to your company as sub-standard
 and have initiated action under section 13(2) and 13(4) of the SARFAESI
 Act, 2002.Your company is in discussion with the Lenders to restructure
 the credit facilities or for settlement proposal.
 
 B.  Secretarial Audit and Secretarial Audit Report
 
 The Board of Directors in their meeting held on March 31, 2015, on the
 recommendations of the Audit Committee, in accordance with the
 provisions of Section 204 of the Companies Act, 2013 and the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
 appointed M/s. D. M. Zaveri & Co. to undertake the Secretarial Audit of
 the Company.
 
 The Secretarial Audit Report is attached as Annexure ''B''.
 
 Company''s explanations to the Secretarial Auditor observations
 
 1.  Due to the ongoing liquidity crunch the Company has not been able
 to pay the processing fees to the BSE and the NSE for giving effect to
 the change in the name of the Company in the records of the respective
 Exchanges. The Company proposes to pay the same and get the change in
 name incorporated at the earliest.
 
 2.  The loans and advances were given by the Company to the Company in
 which Directors are interested out of surplus funds in the earlier
 years. No further loans and advances have been given during the year
 under review to any of the Companies in which Directors are interested.
 The said loans and advances shall be recovered from the said companies
 in due course.
 
 3.  The constitution of the Nomination & Remuneration Committee has
 since been reconstituted and now the composition of the said committee
 comprises of three Non-Executive Independent.
 
 C.  Cost Auditors
 
 In conformity with the directives of the Central Government, your Board
 of Directors has appointed M/s. V V & Associates, Cost Accountants,
 having office at 8, OM Kadambari Co - operative Housing Society
 Ltd.,B.T. Marg, Dahisar West, Mumbai  400 068 as Cost Auditor for the
 year 2014-15. Appointment of Cost Auditor for the year 2015-16 has also
 been done by the Company.
 
 D.  Internal Auditor
 
 M/s. SPP Associates having office at 21, Akhurath, Plot No. 11, Sector
 14, Sanpada, Opp. Palm Beach Road, Navi Mumbai  400 705 has been
 appointed as an Internal Auditor of the Company for the year ended 31st
 March, 2015.
 
 19.  Internal Financial Control Systems
 
 Your Company has well laid out policies on financial reporting, asset
 management, adherence to Management policies and also on promoting
 compliance of ethical and well defined standards. The management team
 regularly meets to monitor expectations and budgeted results and
 scrutinizes reasons for deviations in order to take necessary
 corrective steps. The Audit Committee which meets at regular intervals
 also reviews the internal control systems with the Management and the
 internal auditors. The internal audit is conducted at all the locations
 of Company and covers all key areas. All audit observations and follow
 up actions are discussed with the Management as also the Statutory
 Auditors and the Audit Committee reviews them regularly.
 
 20.  Industrial Relations
 
 The industrial relations continue to be cordial and harmonious at the
 manufacturing unit of the Company at Silvassa.
 
 21.  Subsidiary Company/ies
 
 During the year under review all the three Subsidiary Companies namely
 1) Sejal Bluecity Realtors Private Limited 2) Sejal Bluecity Developers
 Private Limited 3) Sejal Bluecity Buildcon Private Limited have ceased
 to be the subsidiaries of your Company.
 
 22.  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 and that the provisions of Section 188 of the
 Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is
 not required. Further, there are no materially significant related
 party transactions made by the Company with promoters, key managerial
 personnel or other persons which may have a potential conflict with the
 interest of the Company.
 
 The Policy on Related Party Transactions as approved by the Board of
 Directors has been uploaded on the website of the Company and the link
 for the same is www.sejalglass.co.in
 
 23.  Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo.
 
 The Company is undertaking the necessary energy consumption activities
 in accordance with the provisions of Section 134(3)(m)of the Companies
 Act, 2013 read with Companies (Accounts) Rules, 2014. Information on
 Conservation of energy, Technology Absorption and Foreign Exchange is
 given as Annexure ''C'' to this report.
 
 24.  Particulars of Loans, Guarantees and Investments:
 
 The particulars of loans, guarantees and investments have been
 disclosed in the financial statement.
 
 25.  Vigil Mechanism/Whistle Blower Policy:
 
 The Company has a vigil mechanism to deal with fraud and mismanagement,
 if any. The policy is on the website of the Company.
 
 26.  Particulars of Employees
 
 Your Company had 122 employees as of March 31, 2015. The statement
 containing particulars of employees as required under 197(2) of the
 Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
 not applicable to the Company as no employees were in receipt of
 remuneration above the limits specified in Rule 5(2) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
 The Remuneration Policy/Terms of Reference is stated in the Corporate
 Governance Report. The ratio of the remuneration of each Director to
 the median employee''s remuneration and other details in terms of
 Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of
 the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014, is annexed herewith as Annexure ''D'' and forms part of this
 Report.
 
 27.  Corporate Social Responsibility Policy
 
 The information required to be provided under Section 134 (3) (o) of
 the Companies Act, 2013 read with the Rule 9 of the Companies
 (Accounts) Rules, 2014 in relation to disclosure about Corporate Social
 Responsibility are currently not applicable to the Company since the
 Company is not required to undertake any CSR activities for the
 financial year 2014-15 as per section 135 of the Companies Act, 2013.
 
 28.  Risk Management
 
 Your Company has developed and implemented a Risk Management Policy
 which includes identification of elements of risk, if any, which in the
 opinion of the Board, may threaten the existence of the Company.
 
 Your Company has a risk identification and management frame work
 appropriate to the size of your Company and the environment under which
 it operates.
 
 Risks are being continuously identified in relation to business
 strategy, operations and transactions, statutory/legal compliance,
 financial reporting, information technology system and overall internal
 control framework.
 
 29.  Cautionary Statements
 
 This Directors Report and the Management Discussion and Analysis Report
 may contain certain statements, which are futuristic in nature. Such
 statements represent the intentions of the Management and the efforts
 being put in by them to realize certain goals.  The success in
 realizing these goals depends on various factors both internal and
 external. Therefore, the investors are requested to make their own
 independent judgments by taking into account all relevant factors
 before taking any investment decision.
 
 30.  Acknowledgment
 
 Your Directors acknowledge with gratitude the commitment and dedication
 of the employees for their untiring personal efforts as well as their
 collective contributions at all levels that have led to the growth and
 success of the Company. The Directors would like to thank other
 stakeholders including lenders and business associates who have
 continued to provide support and encouragement.
 
 For and on behalf of the Board of Directors
 
 Sd/-
 
 Amrut S. Gada
 
 Chairman and Managing Director
 
 Place: Mumbai
 
 Date: August 13, 2015
स्रोत: रेलीगरे टेचनोवा

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