Annual Report, 2016-17

40 / 236

2013 and read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
stated in Annexure- 4 which forms part of this report.
Statutory Audit
The report given by M/s O.P. Bagla & Co., Chartered
Accountants, the Statutory Auditors of the Company on the
financial statements of the Company for the financial year
ended March 31, 2017 is a part of the Annual Report. There has
been no qualification, reservation, adverse remark, comments,
observations or disclaimer given by the Auditors in their report.
There were no frauds reported by the Statutory Auditors under
sub-section 12 of Section 143 of the Companies Act 2013.
M/s O.P. Bagla & Co., Chartered Accountants were appointed
as the Statutory Auditors of the Company and they have
completed more than ten years and also additional period of
3 years as stipulated under Section 139 of the Companies Act,
2013 read with the rules made thereunder. M/s O.P. Bagla &
Co., Chartered Accountants, will thus be holding the office
of the Statutory Auditors up to the conclusion of the ensuing
Annual General Meeting.
The Board places on record its appreciation for the contribution
of M/s O.P. Bagla & Co., Chartered Accountants, during their
tenure as the Statutory Auditors of the Company.
Thus, pursuant to the provisions of the Companies Act,
2013 read with the rules made thereunder, the Board has
recommended M/s Walker Chandiok & Co LLP (Firm Registration
Number 001076N/N500013) to be appointed as the Statutory
Auditors of the Company, in place of M/s O. P. Bagla & Co.,
Chartered Accountants, to hold the office for a period of five
years commencing from the conclusion of the ensuing Annual
General Meeting till the conclusion of the Annual General
Meeting for the financial year 2021-22.
They have consented for the said appointment and confirmed
their eligibility under Sections 139 & 141 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s Chandrasekaran
Associates, a firm of Company Secretaries in Practice, were
appointed, to undertake the Secretarial Audit of the Company
for the year ended on 31st March 2017. The Report of the
Secretarial Audit Report is annexed herewith as Annexure 5.
There are no qualifications, reservations, adverse remarks,
comments, observations or disclaimer made by the Secretarial
Auditors in their report.
Disclosures under the Companies Act, 2013
and rules thereunder:
Extract of Annual Return
The extract of the Annual Return in form MGT 9 is annexed
herewith as Annexure- 6.
Meetings of the Board
The Board of Directors met 7 (seven) times during the year 2016-
17. Details of the number of Meetings of Board held during the
financial year 2016-17 forms part of the Report on Corporate
Governance.
Particulars of Loans, Guarantee and Investments
Particulars of Loans, Guarantees and Investments, covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the Notes Nos. 5, 6, 11, 31 and 34 to the
Financial Statements.
Conservation of energy, technology absorption and foreign
exchange earnings/outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required
to be disclosed under the Companies Act, 2013 are provided in
Annexure - 7 to this report.
Audit Committee
The Composition of Audit Committee is disclosed in the
Corporate Governance Report. All the recommendations made
by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Company has established a Vigil Mechanism for directors
and employees by adopting the Whistle Blower Policy to report
genuine concerns or grievances. The Whistle Blower Policy may
be accessed on the website of the Company i.e. https://www.
Sexual Harassment ofWomen atWorkplace
(Prevention, Prohibition & Redressal), Act
2013
The Company has in place a Prevention of Sexual Harassment
Policy in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. This policy may be accessed on the Company’s
website i.e.
of_sexual_harassment_at_workplace.pdf
Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees
(permanent, Contractual, temporary, trainees) are covered
under this policy. The Company has not received any sexual
harassment complaints during the year 2016-17.
038