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Company Information

Home » Market » Company Information

Ester Industries Ltd.

Nov 18
34.45 -0.55 ( -1.57 %)
 
VOLUME : 8941
Prev. Close 35.00
Open Price 33.80
TODAY'S LOW / HIGH
33.25
 
 
 
34.95
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
22.65
 
 
 
41.50
Nov 18
33.70 -1.20 ( -3.44 %)
 
VOLUME : 38712
Prev. Close 34.90
Open Price 36.45
TODAY'S LOW / HIGH
33.30
 
 
 
36.45
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
22.50
 
 
 
41.85
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Market Cap. ( ₹ ) 281.04 Cr. P/BV 0.90 Book Value ( ₹ ) 37.61
52 Week High/Low ( ₹ ) 42/23 FV/ML 5/1 P/E(X) 9.03
Bookclosure 16/09/2019 TTM EPS ( ₹ ) 7.15 Div Yield (%) 1.48
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

The directors are pleased to present the 32nd Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2018.

FINANCIAL RESULTS

For the year ended 31.03.2018 (Rs. / crores)

For the year ended 31.03.2017 (Rs. / Crores)

Net Sales Revenue

798.71

696.40

Other Operating Revenue

8.03

6.32

Other Income

5.67

6.34

Profit before Financial Expenses, Depreciation and Tax

71.30

49.19

Less: Interest & Other Financial Expenses

32.78

33.36

Profit / (Loss) before Depreciation and Tax

38.52

15.83

Depreciation and amortization expenses

31.03

31.76

Profit / (Loss) before Tax

7.49

(15.93)

Current & Deferred Tax expense / (credit)

2.20

(5.24)

Profit / (Loss) after Tax

5.29

(10.69)

Other Comprehensive Income (net of income tax effect)

0.29

(0.11)

Total Comprehensive Income

5.58

(10.80)

Basic Earnings Per Equity Share (Rupees)

0.63

(1 28)

Diluted Earnings Per Equity Share (Rupees)

0.63

(1 28)

DIVIDEND AND RESERVES

Your directors have not recommended payment of dividend as the Company has earned marginal Net Profit after Tax during the year under review. Your Company has not transferred any amount of Profit & Loss account to any reserve.

OPERATIONS REVIEW

During the year under review, your Company earned a Net Profit after Tax of Rs. 5.29 crores, a significant improvement as compared to a Net Loss after Tax of Rs. 10.69 crores incurred during FY 2016-17. Revenue from Operations during the year under review stood at Rs. 806.74 crores as compared to Rs. 702.72 crores during FY 2016-17, an increase of 14.8%.

One of the main factors for increased revenue from operations was increase in sales of Polyester Film. Besides the 2.4% increase in sales volume of Polyester Film - from 51201 MT to 52414 MT - increase in selling price of Polyester Film (consequent to increase in feedstock prices) and higher proportion of Value Added products also contributed towards an increase in sales revenue by 11.2%

Increase in selling prices of Polyester Film was higher than the increase in feedstock prices - owing to bridging of demand-supply gap consequent to growth in demand - resulting in improved profitability of Polyester Film SBU. Demand growth of 10% - 12% (domestic) and 6% - 6.5% (global) is expected to further bridge the demand-supply gap.

During the year under review, capacity utilization in Polyester Films was about 92%, with production higher at 52534 MT as compared to 51778 MT during the FY 2016-17.

While sales of Engineering Plastics Compounds remained stable despite adverse effect of GST roll out on the demand for application industries for a quarter, sales of Engineering Plastics for OFC application- in quantitative terms - increased by 32.2% on the back of increased demand. Despite improved sales -by 10.3% & 18.4% in volumetric and value terms respectively - the profitability for the Engineering Plastics SBU witnessed a marginal reduction in EBIT (from Rs. 13.26 crores to Rs. 12.59 crores) due to the time lag in passing on the full impact of in creasing polymer costs to customers.

Despite the initial setback following the Goods & Service Tax (GST) roll out with effect from 1st July 2017, overall impact on the Polyester Film and Engineering Plastics SBUs has been positive.

Specialty Polymers SBU witnessed marginal improvement in sales by 5.7% in quantitative terms. The improvement in sales in value terms was 15.5% on account of favorable product mix.

Improvement in the financial performance of the Company was on account of improved market scenario and also on account of sustained focus towards its strategic objective of enhancing sales of Value Added & Specialty products. Company continues to take various initiatives towards optimizing costs and improving operating efficiencies.

Various initiatives taken over the last eight years - supported by capacity expansions - have resulted in Net Sales of the Company growing at a CAGR of 9.2% pa, from Rs. 395.37 crores in FY 2009-10 to Rs.798.71 crores in FY 2017-18.

Your Company continues to make investments towards modernization, technical upgradation and debottlenecking initiatives in all the business segments to improve productivity, production efficiency and reduce wastages.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI (LODR) Regulations, 2015”). We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Pursuant to SEBI (LODR) Regulations, 2015, the Corporate Governance Report and the Auditors' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

MANAGEMENT DISCUSSION AND ANALYSIS

The Management's Discussion and Analysis Report on performance, state of affairs of the company, risk management system, industry trends and other material changes and commitments, if any, affecting the financial position of the company forms an integral part of the Annual Report.

PUBLIC DEPOSIT

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding at the end of financial year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment of Independent Directors

Pursuant to the provisions of section 149 & other applicable provisions of the Companies Act, 2013 (‘the Act') and prescribed provisions of the erstwhile Listing Agreement, the Company had appointed Mr. Ashok Newatia, Mr. M S Ramachandran, Dr. Anand Chand Burman, Mr. Dinesh Chandra Kothari and Mr. P S Dasgupta, as Independent Directors of the Company in the Annual General Meeting held on 22nd September, 2014 to hold office upto 31st March, 2019.

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company. Section 149(11) of the Act provides that Independent Directors shall not hold office for more than two consecutive terms. Pursuant to Section 152, an Independent Director shall not be liable to retire by rotation. Accordingly the Board recommends to re-appoint Mr. Dinesh Chandra Kothari, Mr. M S Ramachandran, Mr. Ashok Newatia, Dr. Anand Chand Burman and Mr. P S Dasgupta as Independent Directors for a second term of 5 (Five) consecutive years to hold office up to 31st March, 2024.

Accordingly, resolutions proposing appointment of Independent Directors till 31st March 2024, form part of the Notice of the Annual General Meeting.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Pradeep Kumar Rustagi will retire by rotation at the forthcoming AGM of Company and being eligible, offers himself for reelection.

Key Managerial Personnel (KMP)

Mr. Arvind Singhania, Chairman & Managing Director (designated as Chairman & CEO), Mr. Pradeep Kumar Rustagi, Executive Director & CFO and Mr. Diwaker Dinesh, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 and rules made thereunder.

DECLARATION OF INDEPENDENCE

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and other applicable provisions, if any, of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI (LODR) Regulations, 2015.

COMPOSITION AND MEETING OF THE BOARD AND AUDIT COMMITTEE

The details of the composition of Board of Directors and Audit Committee and number of Board and Audit Committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

AUDITORS AND AUDIT REPORT

Statutory Audit

M/s Walker Chandiok & Co. LLP, Chartered Accountants, was appointed as Statutory Auditors by the Shareholders in their Annual General Meeting (AGM) held on 4th September, 2017, to hold office from 31st AGM till 36th AGM. The requirement to place the matter relating to the ratification of appointment of Statutory Auditors by Members at every Annual General Meeting is done away with vide notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors.

The Auditors' Report for the year under review read together with Annexures do not contain any qualification of significant nature and do not call for any explanation/clarification.

Cost Audit

In terms of Section 148(1) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Company is required to maintain Cost records of the Company and accordingly such accounts and records are made and maintained.

The Company is also required to have the audit of its cost records conducted by a Cost Accountant in practice.The Board has re-appointed M/s. R. J. Goel & Co., Cost Accountants, as the Cost Auditor for the financial year 2018-19. In terms of the provisions of Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, the Board seeks ratification of the remuneration payable to the Cost Auditors for the financial year 2018-19. A resolution seeking your ratification of the remuneration of M/s. R. J. Goel & Co. is provided in the Notice of AGM.

Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

M/s Dhananjay Shukla & Associates, Company Secretaries, has conducted secretarial audit of the Company for the financial year ended 31st March, 2018. The Report of M/s Dhananjay Shukla & Associates is provided in the “Annexure-A” forming part of this Report.

There are no qualifications, reservation or adverse remark made by the auditor in the report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your company, on the basis of information placed before them by the Management and Auditors, confirm that:-

1) in the preparation of the annual accounts for the Financial Year ended 31st March 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any.

2) they have selected appropriate accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent, so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for the year under review;

3) they have taken proper and sufficient care 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;

4) they have prepared the accounts of the Company for the financial year ended 31st March 2018 on a going concern basis.

5) proper internal financial controls laid down by them were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROLS

The Company has laid down well defined and documented Internal Controls.

Your company's internal control procedures are adequate to ensure compliance with various policies, practices and statutes. Your Company maintains a system of internal controls designed to provide reasonable assurance regarding the following:

- Effectiveness and efficiency of operations

- Adequacy of safeguards for assets

- Prevention and detection of frauds and errors

- Accuracy and completeness of the accounting records

- Timely and accurate preparation of reliable financial information Few internal controls have been modified to align with change in scenario.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The Company's Internal Auditors have conducted periodic audits to evaluate the adequacy & effectiveness of financial and operating internal controls, to report significant findings to the Audit Committee of the Board and to provide reasonable assurance that the Company's established systems, policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal controls and financial reporting issues with Internal Auditors on a regular basis. Compliance with laws and regulations is also monitored through a well laid down framework which requires individual functions to confirm and report statutory compliances on all laws and regulations concerning their respective functions. This gets integrated with the overall compliance reporting on all laws and regulations for the purpose of review and monitoring by the Board.

CODE OF CONDUCT

The Code of Conduct, as adopted by the Board of Directors, is applicable to all Directors and senior management of the Company. They have affirmed compliance with the Code of Conduct. A declaration to this effect duly signed by Mr. Arvind Singhania, Chairman & CEO is enclosed as a part of the Corporate Governance Report which forms part of the Annual Report. A copy of the Code of Conduct is available on the Company's website viz. www.esterindustries.com

The Code of Conduct is based on the fundamental principles of good corporate governance and corporate citizenship. The Code covers the Company's commitment to sustainable development, concern for occupational health, safety and environment, a gender friendly workplace, vigil mechanism, transparency, auditability and legal compliance etc.

CHANGES IN CAPITAL

During the financial year 2017-18, there was no change in the Capital of the Company.

LISTING OF SECURITIES

Your Company's Equity Shares are currently listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the listing fees to BSE and NSE for the financial year 2018-19.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure - B”. The same is also available on the Company's website viz. www.esterindustries.com

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

The particulars of the loan, if any (along with the purpose of utilization by recipient of loan) and investments covered under Section 186 of the Companies Act, 2013 are provided in Notes 7, 8 and 9 to financial statements. The Company has not issued any guarantee or provided any security as covered under Section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rule made thereunder, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The details of the Composition of the Committee is set out in Corporate Governance Report which forms part of the Annual Report. The Committee has adopted a Corporate Social Responsibility Policy. Brief outline of the CSR Policy of the Company along with total amount spent on CSR and reason for unspent amounts are set out in “Annexure -C” of this report as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Policy is uploaded on Company's website and the same can be accessed at the following link -

http://www.esterindustries.com/sites/default/files/Corporate_Social_

Responsibility_Policy.pdf

PERFORMANCE EVALUATION

The Company has a Policy for performance evaluation of all the Directors, Board as a whole and Committees of the Board.

An annual evaluation was carried out of the performance of the Board, Board committees, all the directors and Chairperson pursuant to the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

During the year the following evaluation process was adopted -

1. Independent Directors at their separate meeting without the presence of Non-Independent Director, had reviewed the performance of the Chairperson, Non-Independent Directors and the Board. While evaluating the performance of the Chairman, the views of executive directors and non-executive directors were also taken into account.

2. Nomination and Remuneration Committee carried out the evaluation of every Director's performance. The Committee, while doing so, considered the outcome of meeting of Independent Directors;

3. The Board had evaluated its own performance, performance of its Committees and each Director. While conducting the evaluation, the Board considered and discussed the outcome of the separate meeting of Independent Directors and the meeting of Nomination & Remuneration Committee.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The process of evaluation was based on the criteria prescribed in the Policy on Performance Evaluation. The Policy is uploaded on Company's website and the same can be accessed at the following link -

http://www.esterindustries.com/sites/default/files/Performance_

Evaluation_Policy.pdf

POLICY AND DISCOSURE RELATING TO THE NOMINATION AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELS AND OTHER EMPLOYEES

Nomination and Remuneration Committee has framed a Nomination and Remuneration policy for determining criteria of selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel including determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The Policy is uploaded on Company's website and the same can be accessed at the following link -

http://www.esterindustries.com/sites/default/files/Nomination_and_

Remuneration_Policy.pdf

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 is provided in “Annexure - D” of this report. The same is open for inspection at the Registered Office of your Company at all working days except Saturday, till the date of AGM.

RISK MANAGEMENT SYSTEM

The Audit Committee constituted by the Board reviews and evaluates the risk management plan along with matters pertaining to review of internal audit, financial results, operational performance etc. placed before it on quarterly basis. The terms of references of the Audit Committee stipulated by the Board includes the “Evaluation of Risk Management System.” The Audit Committee is mandated to make recommendation to the Board for the matters pertaining to framing, implementing and monitoring the risk management system & plan for the Company entity as and when the Committee thinks necessary. A detailed note on Risk Management System has been provided under the Management Discussion and Analysis (MDA) Report

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an arm's length basis and in the ordinary course of business.

All such contracts or arrangements, wherever required, have been approved by the Audit Committee and the Board. However no material contract or arrangement with related parties was entered into during the year under review. The company has not entered any transaction with the Related parties, which are not at arm's length. Accordingly, no transactions are being reported in Form No. AOC-2 provided in “Annexure - E” pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The details of the related party transactions as required under IND AS 24 are set out in Note 39 to the standalone financial statements forming part of this Annual Report.

The Policy on Related Party Transactions, can be accessed on the Company website at the following link

http://www.esterindustries.com/sites/default/files/Related_Party_

Transactions_Policy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out in the “Annexure - F” forming part of this report.

VIGIL MECHANISM

The Company has formulated Vigil Mechanism/Whistle Blower Policy with a view to provide a mechanism for employees of the Company to raise concerns of suspected frauds, any violations of legal/ regulatory requirements or code of conduct/policy of the Company, incorrect or misrepresentation of any financial statements and reports, etc. The purpose of this Policy is to encourage employees and directors who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The policy aims to provide an avenue for employees and directors to raise concerns and reassure them that they will be protected from reprisals or victimization for whistle blowing in good faith.

The practice of the Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Policy can be accessed on the Company website at following link -

http://www.esterindustries.com/sites/default/files/Whistle_blower_policy.pdf

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, it is mandatory to review status of sexual harassment related complaints in the Annual Report. There was no incident of sexual harassment reported in the Company during financial year 2017-18. For protection against sexual harassment, Company has formed an internal complaints committee to which employees can write their complaints. The Company has a Prevention of Sexual Harassment Policy which has laid down a process for dealing with such issues.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

ACKNOWLEDGEMENT

Your Directors acknowledge the co-operation and assistance received from various departments of the Central & State Government, banks and Non-banking finance companies. Directors also express their gratitude and thanks to Customers, Suppliers and other Business Associates for their continued co-operation and patronage.

Your Directors wish to place on record their appreciation of the sincere services rendered by the workmen, staff and executives of the Company at all levels ensuring satisfactory management of the Company. Your Directors also thank the shareholders for their continued support.

For and on behalf of the Board

Sd/-

Date: 14th August, 2018 Arvind Singhania

Place: New Delhi Chairman & CEO.