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Colgate Palmolive (India) Directors Report, Colgate Reports by Directors
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Colgate Palmolive (India)

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Directors Report Year End : Mar '16    « Mar 15
The Directors have pleasure in presenting their Report and Audited
 Accounts of the Company for the year ended March 31, 2016.
 
 1.  Financial Results
 
                                                          (Rs. Crore)
 
                                        F. Y. 2015-16   F. Y. 2014-15
 
 Total Revenue (a b c)                       4,201.89        4,015.12
 
 Sales (Excluding Excise Duty) (a)           4,132.16        3,954.78
 
 Other Operating Revenue (b)                    30.12           27.17
 
 Other Income (c)                              39.611           33.17
 
 Profit before Tax from ordinary 
 activities                                    859.49          780.39
 
 Exceptional Item                               31.34              __
 
 Profit before Taxation                        828.15          780.39
 
 Tax Expense                                   251.64          221.41
 
 Profit for the year                           576.51          558.98
 
 Balance brought forward                       345.95          175.51 
 
 Adjustment of Depreciation as per
 Schedule-II
 of the Companies Act, 2013                        __           (0.17)
 
 Profit available for appropriation           922.461          734.32
 
 Appropriation :
 
 Dividend                                      271.99          326.38
 
 Dividend Distribution Tax                      55.37           61.99
 
 General Reserve                                    -               -
 
 Balance carried forward                       595.10          345.95
 
                                               922.46          734.32
 
 2.  Business Performance
 
 India''s economic growth rate as measured through GDP showed signs of
 steady recovery in F.Y. 2015-16 at around 7.6% as compared to 7.2% in
 2014-15. Much of that improvement is attributed to increase in urban
 consumption and infrastructure investments by the Government.  However,
 the rural consumption in 2015 has remained subdued due to two
 consecutive weak monsoons and drought conditions in some of the states
 in India.
 
 India''s Wholesale Price Index fell for the 17th consecutive month until
 March 2016 because of cheaper fuel and manufactured goods, indicating
 weak demand and lack of pricing power for the producers.  Inflation in
 2015-16 continued to moderate steadily as the Consumer Price inflation
 index has declined to 5% from 5.9% in 2014-15.  The Central Bank, which
 primarily looks at retail inflation data, had in the month of February
 2016, cut the policy rate by 0.25% and projected retail inflation at
 about 5%, this fiscal year. The Indian Meteorological Department has
 forecasted an above normal monsoon this year which will help in
 improving rural economy and drive the consumption.
 
 While the economic environment for the year looks positive, a revival
 in private investment, increase in rural consumption and good monsoon
 will remain as critical economic drivers of growth in F.Y. 2016-17.
 While the fiscal policies of the government are being focused around
 growing rural economy and improving public infrastructure, passing of
 reforms like GST could give further impetus to India''s economic agenda.
 
 Notwithstanding increased competitive intensity and low consumer demand
 in previous financial year, your Company delivered good results.
 
 Your Company''s Net Sales for the F.Y. 2015-16 stood at Rs. 41,32.16 Crore
 as compared to Rs. 39,54.78 Crore for the previous financial year. The
 Organic growth of the Company stands at 10% offset by phasing out of
 fiscal benefits in the State of Himachal Pradesh to give a reported
 growth of 4% over the same period of the previous year.
 
 Your Company''s Net Profit after Tax for the F.Y. 2015-16 is up at 32%
 which excludes the impact of phasing out of fiscal benefits in the State
 of Himachal Pradesh and restructuring cost related to toothpowder
 manufacturing facility at Aurangabad, in the State of Maharashtra.
 Including the aforesaid impact, the Net Profit after Tax of your Company
 for the F.Y. 2015-16 is Rs. 5,76.51 Crore as compared to Rs. 5,58.98 
 Crore for the previous financial year.
 
 Your Company has made outstanding market share progress with Toothpaste
 at 55.7% and Toothbrushes at 46.2% during the period of January to
 April 2016. This is a result of ongoing innovation supported by
 impeccable execution in all retail environments by your Company. Your
 Company''s efforts in the area of efficiency continue to pay-off with its
 ''Funding the Growth''initiatives, which deliver savings, allowing us to
 improve our investment levels while also delivering improved
 profitability.
 
 3.  Bonus Issue
 
 The Board of Directors of your Company, with a view to encourage the
 participation of retail investors, recommended a bonus issue of one
 equity share for every equity share held at their meeting held on July
 30, 2015. The said recommendation for issue of Bonus equity shares was
 approved by the shareholders through postal ballot and e-Voting on
 September 10, 2015.
 
 4.  Dividend
 
 Your Board declared three interim dividends, aggregating Rs. 10/- per
 share on the expanded capital base, for the F.Y. 2015-16. These
 dividends were paid on November 26, 2015, December 23, 2015 and April
 21, 2016. Having declared three interim dividends, your Board has not
 recommended a final dividend for the F.Y. 2015-16.
 
 5.  Colgate - the # 1 Most Trusted Brand in India
 
 Colgate was once again voted as the #1 ''Most Trusted Brand''in India in
 the Economic Times – Brand Equity Survey, across categories in 2015.
 This is the fifth consecutive year that Colgate has been voted as the #1
 ''Most Trusted Brand''. It is pertinent to note that Colgate is the only
 brand to feature in the top three from 2001-2015 since the inception of
 the survey.
 
 6.  Focus on Innovation and New Launches
 
 Your Company strongly believes that introducing new innovative products
 by leveraging technology from the Parent Company is a key driver of
 profitable growth. Your Company is focused on innovation that provides
 value-added new products across all price points. Beyond new products,
 innovation is embedded in your Company''s culture that encourages new
 ideas and process improvements in every aspect of the organization.
 
 Your Company''s continued commitment to grow the oral care category by
 adopting advanced products has resulted in several new product launches
 that are mentioned as below :
 
 In the toothpaste category, the Company introduced innovative products
 like :
 
 - Colgate Total Charcoal Deep Clean Toothpaste, a product which
 combines the science of Colgate Total with micro charcoal particles.
 The result is a clinically proven, unique and superior anti-germ
 technology with ultra-micro charcoal particles that prevents germ
 build-up on all mouth surfaces viz. teeth, gums, cheeks and tongue.
 
 - Colgate Active Salt Neem Toothpaste, addresses the inflammatory gum
 problem of pyorrhea. Its unique formula, containing Salt & Neem, helps
 strengthen the weakening gums and keep Pyorrhea away.
 
 - Colgate Sensitive Pro-Relief (CSPR) Enamel Repair Toothpaste, a
 scientifically advanced technology that provides long-term relief from
 the problem of tooth sensitivity.
 
 In the toothbrush category, the Company introduced innovative products
 like :
 
 - Colgate 360o Toothbrush range :
 
 360o Charcoal Gold, a never-seen- before gold coloured toothbrush that
 provides superior whole mouth cleaning.  It has Charcoal infused spiral
 bristles which gently polish teeth and give a deep & gentle clean.
 
 360o Whole Mouth Clean, provides 151% more germ removal than any
 ordinary toothbrush.
 
 360o Visible White with its spiral bristles and whitening cups
 effectively removes surface stains.
 
 360o Floss-Tip reaches 4X deeper with its Floss Tip technology that is
 designed to clean along the gumline.
 
 - Colgate ZigZag Black Toothbrush, a line extension of one of India''s
 most popular toothbrush brand ''Colgate ZigZag''. As the market leader,
 Colgate has introduced many ''firsts'' in the toothbrush category and
 Colgate ZigZag Black is the first black toothbrush in the Mass Segment.
 
 Colgate Pain Out - Your Company has recently introduced a completely
 new segment of express Relief from Tooth Pain with the launch of
 innovative Proprietary Ayurvedic Medicine Pain Out.  Colgate Pain Out
 is a revolutionary new product which provides express symptomatic
 relief from tooth pain with just one drop. This first-of-its-kind
 product has been conceptualized and introduced by your Company in
 India. Adopting innovations like these help reaffirm your Company''s
 position as a thought leader in the Oral Care category and as a Company
 which strives to understand and address the needs of the consumers.
 
 In the Personal Care category your Company has introduced for the first
 time, Palmolive''s Foaming Hand Wash range in two variants - one with
 delicate notes of ''Raspberry''and one with a fresh bouquet of ''Lime &
 Mint''. The rich foam from these hand washes gently clean and hydrate
 hands to make them feel soft & smooth. Your
 
 Company has also introduced two new variants of liquid Hand Wash – The
 Palmolive Black Orchid & Milk'', with milk proteins & a sensual scent of
 exotic flowers and The Palmolive Sea Minerals'', with 100% natural origin
 sea salt.
 
 Innovations like these will help your Company maintain its position of
 India''s most trusted Brand today, and hopefully for many years to come.
 
 7.  New projects and expansions
 
 As stated in the previous Annual Reports, your Company had set up the
 state-of-the-art Toothpaste manufacturing facility at Sanand in Gujarat
 in the year 2014 and a new state- of-the-art Toothbrush manufacturing
 facility at Sricity in Chittoor District in Andhra Pradesh in the year
 2015. The above facilities have already commenced commercial production
 and are catering to the domestic and the export markets (for Sanand
 Toothpaste facility).
 
 Your Company, with a long term vision of sustaining profitable growth,
 has made additional capital investments during the year for expanding
 the existing manufacturing capacities at its above Toothpaste and
 Toothbrush manufacturing facilities. Your Board strongly believes that
 such additional investments on capacity expansions have been made to
 grow the business and deliver a profitable growth over the long term.
 
 8.  Expiry of Fiscal Incentives at Baddi Facility
 
 As stated in the Annual Report for the F.Y. 2014-15, the income tax and
 excise benefits to the Company''s manufacturing facility at Baddi expired
 in the year 2015, and post its expiry, the Company has been paying
 applicable Excise duty on the production and Income tax on the Profits
 from the said facility.
 
 9.  Sustainability
 
 Your Company is committed to sustainability with focused and measurable
 goals. Your Company values sustainability through a commitment to the
 quality of the environment and extends it to the long term well-being
 of the people and communities, it serves. Through our sustainability
 efforts, we are ensuring that the business grows responsibly, while
 promoting the well-being of future generations.
 
 Considering this, your Company developed a plan that guides its
 sustainability initiative with key goals in the following three areas
 viz. People, Performance and Planet.
 
 The broad aspects covered in these goals are as under :
 
 - People            - Promoting healthier
                       lives, Contributing to the
                       Communities where we live
                       and work.
 
 - Performance       - Delivering Products that
                       delight consumers and respect
                       our Planet.
 
 - Planet            - Making every drop of water
                       count, Reducing our impact
                       on the climate and the
                       environment.
 
 Your Company believes that integrating sustainability into its everyday
 operations will help in making better business decisions and improve
 peoples''lives. The sustainability strategy will also continue to
 increase consumer loyalty, provide a competitive advantage and help to
 ensure long- term shareholder value. Amongst the sustainability
 initiatives in the area of People, Performance and Planet, listed are a
 few initiatives undertaken during the year :
 
 - Free Health Check-up for all the employees;
 
 - Initiatives on clean technology, energy efficiency, renewable energy
 etc.;
 
 - Sourcing of packaging material locally to reduce the fuel emission;
 
 - Usage of reused and recycled materials for packaging;
 
 - LEED certification for our new facilities;
 
 - Reducing consumption of water and energy per ton of product produced;
 and
 
 - Nil material to landfill
 
 More details on energy conservation measures undertaken by your Company
 are mentioned in Annexure - 3 to this Report.
 
 10. Responsibility Statement
 
 Pursuant to Section 134(3)(c) of the Companies Act, 2013, your
 Directors, based on the representations received from the Management,
 confirm :
 
 a) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that no material departures
 have been made from the same;
 
 b) that they have, in selection of the accounting policies, consulted
 the statutory auditors and have 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 and of the profit of the Company for that period;
 
 c) that to the best of their knowledge and information, 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;
 
 d) that they have prepared the annual accounts on a going concern
 basis;
 
 e) that they have 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) that they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 
 11.  Corporate Governance
 
 A separate report on Corporate Governance along with the Auditors''
 Certificate on its compliance together with the Management Discussion
 and Analysis Report is attached as Annexure - 1 to this Report.
 
 The details of number of meetings of the Board and its Committees are
 given in the Corporate Governance Report.
 
 12.  Corporate Social Responsibility
 
 Your Company''s success is linked to the Company''s values of Caring,
 Global Teamwork and Continuous Improvement. Your Company cares about
 people : Colgate people, customers, shareholders, business partners and
 the community at large. Your Company works towards protecting the
 environment, improving and enhancing the quality of life of individuals
 and communities through several partnerships and associations.
 
 Your Company and its employees are committed to bring in a positive
 change in the lives of many underserved communities. Your Company
 undertakes its Corporate Social Responsibility (CSR) activities through
 diverse effective programs. Some of the key CSR activities which your
 Company has undertaken during the year are in the areas of Promoting
 preventive health care, Promoting education, Addressing inequalities
 and Conservation of natural resources. These activities are broadly in
 accordance with the Schedule VII of the Companies Act, 2013.
 
 Your Board of Directors and the CSR Committee review and monitor, from
 time to time, all CSR initiatives being undertaken by the Company.
 
 Following are the key CSR programs undertaken by your Company during
 the Financial Year 2015-16 :
 
 - Bright Smiles, Bright FuturesTM
 
 - Oral Health Month
 
 - A Positive Step - A Program in collaboration with ''Network in Thane
 by People Living with HIV'', a Non-Governmental Organization (NGO), for
 addressing inequalities and promoting education for HIV infected and
 affected children. Under this initiative, 79 children are supported by
 your Company during the year.
 
 - Supporting ''Pratham''- An NGO, in the areas of providing quality
 education to the underprivileged children of India. Under their motto
 of ''Every child in school and learning well'', your Company supports the
 NGO in their initiatives like ''Laakhon Mein Ek''and ''Read India''that
 are aimed at promoting continuous education.
 
 - Supporting ''Seva Mandir''- A non- profit organization, working in the
 areas of conservation of natural resources, improving health and
 education of the people. Under the ''Colgate Seva Mandir Scholarship
 Fund''the corpus amount donated by the Company, is being used to
 support school education of children of class 8 to 12, especially for
 those who are from underserved families or those living in the tribal
 areas.
 
 - Skill development program for rural youth
 
 - Under a program named ''SAKSHAM'', your Company has partnered with
 SEEDS, for economic & social upliftment of rural youth through skill
 development programs that make them employable. The implementation
 partner is affiliated by National Skill Development Corporation (NSDC)
 and has necessary expertise including pan- India presence to promote
 this high impact initiative.
 
 - Donation to Chennai food victims - During the year, the State of
 Tamil Nadu, especially Chennai and surrounding areas had come to a
 standstill because of major foods. In this time of adversity, your
 Company had partnered with an emergency group, ''Action Aid'', a
 Non-Governmental Organization, which works towards helping communities
 in disaster management and contributed to support women with
 disabilities to help them regain livelihood.
 
 The details of the above programs/activities are elaborated in ''the
 Annual Report on CSR activities''which is attached as Annexure - 2 to
 this Report.
 
 The contents of the CSR Policy as well as the CSR programs undertaken
 by the Company are available on the Company''s website.
 
 13. Employee Relations
 
 The employee relations in the Company continued to be healthy, cordial
 and progressive.
 
 Your Company''s culture is one that reflects its values of Caring, Global
 Teamwork and Continuous Improvement, as well as, its unwavering
 commitment to integrity in everything we do. Our employees are our
 greatest asset, and your Company is committed to maintain an
 environment that respect their differences, value their contributions
 and provide opportunities for their personal and professional growth.
 
 Your Company recognizes its responsibility and continues to provide a
 safe working environment for its employees, free from sexual harassment
 and discrimination. Your Company also has a Policy on Prevention of
 Sexual Harassment which is reviewed by the Internal Complaints
 Committee (ICC) at regular intervals.
 
 Managing With Respect is the way Colgate people put Company Values
 into action. Each and every employee is expected to work with all
 stakeholders (other employees, customers, consumers, suppliers, etc.)
 in a respectful manner.  Each employee is also expected to strictly
 follow the Company''s Code of Conduct and any violation is treated with
 zero tolerance. By fully including ethics and integrity in the ongoing
 business relationships and decision-making, your Company demonstrates a
 commitment to a culture that promotes the highest ethical standards.
 During the year, 5 complaints were received, investigated and resolved
 by the ICC. There are no pending complaints at the end of the year
 2015-16.
 
 14.  Trade Relations
 
 Your Directors wish to record appreciation of the continued, unstinted
 support and co-operation from its retailers, stockists, suppliers of
 goods/ services, clearing and forwarding agents and all others
 associated with it. Your Company will continue to build and maintain a
 strong association with its business partners.
 
 15.  Particulars of Employees
 
 Information as per Section 197 of the Companies Act, 2013 (the ''Act'')
 read with the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 forms part of this Report as Annexure - 6.
 
 Details of employee remuneration in accordance with the Act and Rules
 mentioned above are available at the Registered Office of the Company
 during business hours on any working day of the Company up to the date
 of 75th Annual General Meeting. Any shareholder interested in obtaining
 a copy of the said statement may write to the Secretarial Department at
 the Registered Office of the Company. Such details are also available on
 your Company''s website.
 
 16.  Energy Conservation, Technology Absorption and Foreign Exchange
 
 The information required under Section 134(3)(m) of the Companies Act,
 2013 read with the Companies (Accounts) Rules, 2014 with respect to
 conservation of energy, technology absorption and foreign exchange
 earnings/outgo is appended hereto as Annexure - 3 and it forms part of
 this Report.
 
 17. Directors and Key Managerial Personnel
 
 Consequent to the elevation of role of the previous Chairman Mr. Mukul
 Deoras as the Chief Marketing Officer of Colgate-Palmolive Company, USA,
 the Board of Directors of your Company after considering the
 recommendation of the Nomination & Remuneration Committee, have
 appointed Mr. Vinod Nambiar as the ''Non- retiring Director and the
 Chairman of the Board''of the Company effective September 28, 2015.
 The Board of Directors of your Company have also appointed Mr. Nambiar
 as a member of the Nomination & Remuneration Committee effective
 September 28, 2015. Your Board strongly believes that appointment of
 Mr. Nambiar would add significant value and strength to the Board. The
 details of Mr. Nambiar are available on the Company website.
 
 Your Board places on record its appreciation for the outstanding
 contributions made by Mr. Mukul Deoras during his tenure as the
 Chairman of the Board of the Company.
 
 Following are the ''Non-executive & Independent Directors''of your
 Company, who were appointed by the shareholders at their 73rd Annual
 General Meeting for a term of five consecutive years effective July 25,
 2014.
 
 1.  Mr. R. A. Shah;
 
 2.  Mr. P. K. Ghosh;
 
 3.  Mr. J. K. Setna;
 
 4.  Mr. V. S. Mehta; and
 
 5.  Dr. (Ms.) Indu Shahani
 
 6.  Ms. Shyamala Gopinath was appointed by the shareholders at their
 74th Annual General Meeting for a term of five consecutive years
 effective July 30, 2015.
 
 The Independent Directors of the Company have furnished the
 declarations as required under Section 149(6) of the Act regarding
 their independence.
 
 Mr. Issam Bachaalani, Managing Director, Mr. Godfrey Nthunzi,
 Whole-time Director & CFO and Mr. Niket Ghate, Whole-time Director &
 Company Secretary are the Key Managerial Personnel of the Company.
 
 Pursuant to the provisions of Section 152 of the Act and under Article
 124 of the Company''s Articles of Association, Mr.  Niket Ghate retires
 by rotation at the ensuing 75th Annual General Meeting and, being
 eligible, offers himself for re-appointment.
 
 A detailed profile of all the directors of your Company is available on
 the company website www.colgatepalmolive.co.in
 
 18.  Familiarization Programme
 
 Your Company, for many years now, has been familiarizing the
 Independent Directors on its Board with detailed presentations by its
 business functional heads on the Company operations, strategic business
 plans, new products and technologies, including significant aspects of
 the Industry and its future outlook. The details of familiarization
 programmes extended to the Non-executive & Independent Directors during
 the year are available on the Company website at
 http://www.colgate.co.in/Colgate/IN/Corp_
 v2/RelatedInformation/Familarization- Programme.pdf
 
 19.  Policies
 
 The Board of Directors of your Company from time to time has framed and
 approved various Policies for better governance and administration of
 your Company. Some of the important Policies that were framed by your
 Board include the following :
 
 i. Nomination & Remuneration Policy : This policy sets the objective,
 terms of reference, functions and scope of the Nomination &
 Remuneration Committee for determining qualifications, experience,
 independence etc.  relating to the appointment and remuneration for the
 Directors, Key Managerial Personnel and Senior Management employees of
 the Company.
 
 ii. Corporate Social Responsibility Policy : This policy sets the scope
 for identification of the areas where the CSR activities will be
 performed, evaluation of CSR activities, review the CSR spending
 vis-a-vis the activities implemented and monitoring the process of CSR
 projects/programs of the Company.
 
 iii. Risk Management Policy : This policy provides the framework for
 identification of risks of the Company, risk assessment and
 prioritization, loss prevention measures and other risk management
 measures for the Company.
 
 iv. Policy on Related Party Transactions : This policy intends to
 regulate the transactions between the Company and its related parties
 based on the laws and regulations applicable to the Company from time
 to time.
 
 Apart from the above, your Company during the year has framed and
 approved certain additional Policies which include Policy on
 determination of Materiality of Event or Information, Record Management
 Policy and Code of Conduct for Dealing in Company''s Securities.
 
 Brief information about the aforesaid policies is stated in the
 Corporate Governance Report annexed to this Report.
 
 20.  Committees
 
 The Board of Directors of your Company has constituted various
 committees of the Board to assist in discharging its duties. These
 include Audit Committee, Nomination & Remuneration Committee, Risk
 Management Committee, Stakeholders''Relationship Committee and
 Corporate Social Responsibility Committee. The Board has approved the
 terms of reference for each of these committees. All these Committees
 of the Board hold their meetings at regular intervals and make their
 recommendations to the Board from time to time.
 
 The broad terms of reference of the said Committees are stated in the
 Corporate Governance Report annexed to this Report.
 
 21.  Annual Performance Evaluation by the Board
 
 Pursuant to the provisions of the Companies Act, 2013 and the SEBI
 (Listing Obligations & Disclosure Requirements) Regulations 2015, the
 Board has carried out an Annual Performance Evaluation of its own
 performance, the Directors individually as well as the evaluation of
 the working of the Committees. The manner in which the evaluation has
 been carried out has been explained in the Corporate Governance Report
 annexed to this Report.
 
 22.  Vigil Mechanism
 
 Your Company has an effective Vigil Mechanism system which is embedded
 in its Code of Conduct.  The Code of Conduct of your Company serves as
 a guide for daily business interactions, reflecting your Company''s
 standard for appropriate behaviour and living corporate values. The
 Code of Conduct applies to all Colgate people, including Directors,
 Officers, and all employees of the Company. Even your Company vendors
 and suppliers are also subject to these requirements as adherence to
 the Code is a prerequisite for conducting business with your Company.
 
 The Colgate-Palmolive EthicsLine phone number and e-mail id are
 available on the Company website to report any genuine concerns about
 unethical behaviour, any actual or suspected fraud or violation of
 Company''s Code of Conduct.
 
 23.  Loan, Guarantees and Investment
 
 Particulars of loans, guarantees and investment made by the Company
 pursuant to Section 186 of the Companies Act, 2013 are given in the
 Notes to the Financial Accounts.
 
 24.  Related Party Contracts & Arrangements
 
 All related party transactions done by the Company during the financial
 year were at arm''s length and in ordinary course of business. All
 related party transactions were placed in the meetings of Audit
 Committee and the Board of Directors for their necessary review and
 approval. During the financial year, your Company has not entered into
 any material transaction as per the SEBI (Listing Obligations &
 Disclosure Requirements) Regulations, 2015 with any of its related
 parties which may have potential conflict with the interest of the
 Company at large.  Disclosures pursuant to Accounting Standards on
 related party transactions have been made in the notes to the Financial
 Statements. To identify and monitor significant related party
 transactions, the Company has framed a policy on the related party
 transactions and the same is available on the Company''s website.
 
 25.  Auditors
 
 M/s. Price Waterhouse, Chartered Accountants, retire and are eligible
 for re-appointment as Auditors from the conclusion of this Annual
 General Meeting until the conclusion of the next Annual General
 Meeting. The Auditors''Report for the financial year 2015-16 does not
 contain any qualification, reservation or adverse remarks.
 
 26.  Secretarial Auditor & Secretarial Audit Report
 
 The Board had appointed M/s. S.N.  Ananthasubramanian & Co., Company
 Secretaries in Whole-time Practice, to conduct Secretarial Audit under
 the provisions of Section 204 of the Companies Act, 2013. The report of
 the Secretarial Auditor in Form MR-3 is annexed to this report as
 Annexure - 4. The Secretarial Auditors''Report for the Financial Year
 2015-16 does not contain any qualification, reservation or adverse
 remarks.
 
 27.  Extract of Annual Return
 
 Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the
 annual return in Form MGT-9 is annexed to this Report as Annexure - 5.
 
 28.  Business Responsibility Report
 
 The Business Responsibility Report for the Financial Year 2015-16, as
 stipulated under Regulation 34 of the Securities and Exchange Board of
 India (Listing Obligations and Disclosure Requirements) Regulations,
 2015 is annexed to this Report as Annexure - 7.
 
 29.  Significant and Material Orders passed by the Regulators or Courts
 
 There are no significant and material orders passed by the Regulators or
 Courts or Tribunals impacting the going concern status and operations
 of the Company in future. Additionally, there are no material changes
 and commitments which will affect the financial position of the Company.
 
 30.  Acknowledgements
 
 Your Directors sincerely appreciate the high degree of professionalism,
 commitment and dedication displayed by employees at all levels.  Your
 Directors also wish to place on record their gratitude towards the
 shareholders for their continued support and confidence.
 
 
 
                                               On behalf of the Board
 
 Issam Bachaalani                                          R. A. Shah
 
 Managing Director                                      Vice-Chairman
 
 (DIN : 06975320)                                     (DIN : 00009851)
 
 
 
 Niket Ghate                                          Godfrey Nthunzi
 
 Whole-time Director &                          Whole-time Director &
 
 Company Secretary                                                CFO
 
 (DIN : 00001925)                                     (DIN : 06450693)
 
 May 24, 2016
Source : Dion Global Solutions Limited
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