Annual Report, 2016-17

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Transfer to Reserves
A sum of Rs. 75.00 Crores has been transferred to the Company’s
General Reserve account and the balance has been carried to
surplus in statement of profit and loss.
Directors’ Responsibility Statement
In terms of the provisions of the Companies Act, 2013, the
Directors confirm that:
i) In the preparation of the annual accounts for the year ended
on 31st March, 2017, the applicable accounting standards
have been followed and that no material departures have
been made from the same;
ii) Appropriate accounting policies have been selected and
applied consistently and judgments and estimates made are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as on 31st March 2017
and the profit and cash flow of the Company for the period
31st March 2017;
iii) Proper and sufficient care has been taken for themaintenance
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;
iv) The annual accounts have been prepared on a going concern
basis;
v) The Company is following up the proper Internal financial
controls and such internal financial controls are adequate
and are operating effectively; and
vi) The Company has devised proper system to ensure the
Compliance with the provisions of all the applicable laws and
that such systems are adequate and operating effectively.
Corporate Governance
The Company has complied with the Corporate Governance
requirements as stipulated under the SEBI (LODR) Regulations
2015. A separate section on corporate governance, along with
a certificate from the Practicing Company Secretary confirming
the compliance, is annexed and forms part of the Annual Report.
ManagementDiscussionandAnalysisReport
Management Discussion and Analysis on matters related to
the business performance as stipulated in the SEBI (LODR)
Regulations, 2015 is given as a separate section in the Annual
Report.
Related Party Transactions
For all related party transactions prior omnibus approval of the
Audit Committee is obtained on a yearly basis for the transactions
which are of a foreseen and repetitive nature and such approval
is in the interest of the Company. 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 and the Board of Directors
for their approval. All related party transactions are disclosed in
Note No. 35 to the financial statements. Material related party
transactions with subsidiaries which are at arm’s length price
are disclosed in Form AOC-2 annexed as Annexure- 2.
The Related Party Transactions Policy as approved by the Board
is uploaded on the Company’s website i.e. https://www.
Corporate Social Responsibility Initiatives
In terms of provisions of Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Corporate Social Responsibility Committee
(‘CSR Committee’) has formulated a CSR Policy indicating the
activities to be undertaken by the Company. The constitution
of CSR Committee is disclosed in Corporate Governance Report.
The CSR policy may be accessed on the Company’s website i.e.
Your Company strives to make a difference in the lives of
people with a special focus on neighbouring and local areas
of the Company’s manufacturing locations. Your Company
has implemented various CSR programmes / projects which
made positive impacts mainly in the areas of health, sanitation,
conservation of natural resources, sports and promoting
education. The CSR programmes initiated by the Company
includes taking steps for Swatch Bharat, preventive health
care, constructing sanitation facilities in the schools near the
manufacturing facilities, contributing to the education and
social economic development of under privileged children and
for slum area / rural area development. These CSR initiatives are
implemented directly and through various trusts / societies /
NGOs.
These projects are in accordance with Schedule VII of the
Companies Act, 2013.
The Annual report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 is set out as Annexure-3 forming part of this Report.
The Company has incurred CSR expenditure of Rs. 3.37 Crores
during the current financial year. The Company has spent about
65% of the proposed CSR Budget. The shortfall of 35% on CSR
was due to non-identification of appropriate projects / activities
in line with the CSR policy of the Company.
Scheme of Arrangement
During the year under review, the Board of Directors has
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