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Whirlpool of India. Directors Report, Whirlpool Reports by Directors
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Whirlpool of India.

BSE: 500238|NSE: WHIRLPOOL|ISIN: INE716A01013|SECTOR: Consumer Goods - White Goods
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Directors Report Year End : Mar '16    « Mar 15
The Directors'' are pleased to present their 55th Annual Report and
 Audited Accounts for the yearended March 31st, 2016
 
 Financial Results
 
                                                        (Rs. in lacs) 
 Particulars                                For the year ended
 
                                     March 31, 2016   March 31, 2015
 
 Sales/ Income from operations
 (including excise duty)                 385,582          357,777
 
 Other Income                              5,147            3,800
 
 Profit/ (Loss) before Interest, 
 Depreciation, Extraordinary 
 items & Tax                              43,518           36,929
 
 Interest                                    (88)             (64)
 
 Depreciation                             (6,869)          (6,818)
 
 Profit/ (Loss) before tax                36,562           30,052
 
 Provision for Tax (including 
 deferred tax and wealth tax)            (11,743)          (9,001)
 
 Net Profit/ (Loss) for the year          24,738           21,051
 
 Credit/ (Debit) Balance B/F from 
 previous year                            61,035           43,462
 
 Depreciation adjustment                       -           (3,478) 
 
 Profit available for appropriation       85,773           61,035
 
 Surplus/ (Deficit) carried to 
 Balance Sheet                            85,773           61,035
 
 Performance of the Company
 
 During the year ended 31st March, 2016 the revenue from operations of
 the Company was Rs.385,582 lacs as compared to last years revenue from
 operations of Rs. 357,777 lacs up by 7.8%. Profit before tax was Rs.
 36,562 lacs as compared to corresponding profit of Rs. 30,052 lacs in
 the previous year up by 21.7%.
 
 Dividend
 
 No dividend on equity shares has been recommended by the Board for the
 year ended 31st March, 2016 considering the future capital investment
 plans of the company.
 
 Share Capital
 
 The paid up capital of the company as on 31st March, 2016 was Rs.8,6876
 lacs. During the year under review, the company did not issue any class
 or category of shares, Employee Stock Options, Convertible securities
 and consequently no change in the capital structure since previous
 year.
 
 Subsidiaries, Joint Ventures or Associate Companies
 
 The company does not have any subsidiary, joint venture or associate
 company during the period of reporting.  
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)
 
 As required under the listing SEBI (LODR) Regulations, 2015, MD&A is
 enclosed as Annexure A and is part of this Report.  
 
 SALES & MARKETING
 
 The consumer durables industry has witnessed a revival of demand in
 2015, primarily supported by urban demand, against the backdrop of a
 dynamic atmosphere bred by multiple factors like rising disposable
 income, easy finances and growing popularity of e-commerce platforms.
 
 Although certain inevitable challenges, such as a below-average monsoon
 and the consequent plunge in sentiment in rural markets, did dampen the
 demand and hit the industry sales, there was an overall optimism in the
 market sentiments on account of positive macro-economic trends like
 decline in inflation, inflationary expectation, falling interest rates
 and funding support from banks. Consequently, the industry clocked a
 vibrant growth of 25% during the festive season.
 
 Despite favorable government policy changes like custom duty reduction
 on refrigerator & MWO components and initiatives like Make in India,
 there is no significant near term price impact for the consumers.
 However, these developments are in the right direction to support
 domestic manufacturing and may subsequently bring down the cost of
 manufacturing in the long term.
 
 In this volatile and unforgiving environment, the focus of Sales and
 Marketing was as follows:
 
 1 Develop class leading products with meaningful innovations that stem
 from strong consumer insights.
 
 2.  The complete range of both Frost Free and Direct Cool refrigerator
 categories were invigorated with innovative features like 6th Sense
 Intellifresh Technology, 6th Sense Fresh Control Technology, Mcroblock
 etc., further strengthening our core equity of better cooling .
 
 3.  New products have been introduced in washing machine category as
 well. In fully automatic range, Stainwash Ultra and Stainwash Deep
 Clean come with intuitive 6th Sense Technology that removes up to 25
 tough stains. In semi-automatic range, Ace Supersoak and Ace TurboDry
 have been received by market with wide acclaim.
 
 4.  Air Conditiners category underwent a major haul with the launch of
 all new 3D Cool Xtreme range of Split Air conditioners tha give
 powerful performance even in extreme conditions during summer while
 being easy on the pocket. The new range comes with the innovative 3D
 Power Cool Technology and Dual Fan Compressor Technology (patent
 applied), which offers 3 times more powerful performance even in
 extreme conditions like high temperatures of 55°C and low voltage of up
 to B 5V.
 
 5.  Yet another innovation from Whirlpool, Jet chef microwave oven with
 unique text assisted display, 6th Sense HumiditySensor Technology and
 6th Sense WeightSensor Technology, adjusts the cooking time &
 temperature automatically to deliver perfect cooking results.
 
 6.  Project Akraman 3.0 scaled up multifold to strengthen trade
 relations, improve distribution network, ensure better product mix and
 sustain visibility at the shop floor all around the year through unique
 consumer engagement initiatives.
 
 INTERNATIONAL BUSINESS
 
 During the year in review, global demand scenario remained weak,
 especially in emerging markets, which are the company''s key export
 destinations. This is reflected in our revenue which was flat over the
 previous year. However on the positive side the company was able to
 improve its margins considerably driven by superior product mix and
 enhanced cost competitiveness. Srilanka was the outperformer during the
 year, where the Whirlpool brand did well and gained significant market
 share. This more than compensated for the unforeseen decline in
 shipments to Nepal due to the long blockade of the Indo Nepal border.
 During Q4 FY 15-16, the company managed to get significant breakthrough
 in select African markets like Morocco with its innovative washer
 models. This augurs well for our business during the ensuing year.
 
 The current year, FY 16-17, looks promising as the company has taken a
 host of initiatives to accelerate international business. Several
 business opportunities in South East Asia and Oceania region are on the
 unveil and we expect to see a ramp up of shipments to these regions in
 the forthcoming months. The company is also working on its business
 strategy to increase its presence in the neighboring SAARC markets.
 Overall, the exports business is poised to deliver superior growth in
 the coming year.
 
 CONSUMER SERVICES
 
 In the year under review we have made significant progress on Service
 Strategy. We continue to focus on the following key Deliverables;
 Deliver best-in-class service through differentiated service experience
 - ''Branded Service'' Evolve our Partners operation to become Direct to
 Home Channel for Selling Water Purifiers
 
 We are continuously focusing on developing our executional capabilities
 to provide our consumer with great service experience & in this regard
 we have rolled out Differential service model in Delhi & Mumbai.
 Differential service experience is all about understanding the consumer
 service needs for different product categories, like Direct Cool, Frost
 Free, MWO, RO, AC, Washing machines etc & trying to offer them the
 right service solution, thereby providing them with great service
 experience.
 
 To support our Service Strategy investments has been made in IT system,
 which is web based real time software that connects Whirlpool to all
 its service network real time. Differential remuneration has been
 introduced in our service network to drive better productivity &
 improve service levels. Governing Principle Scorecard continues to be
 our field performance & efficiency metrics, wherein Service Partners
 are rated on scale 1 to 5 on a set of defined parameters. This has
 helped us to create uniformity in our service deliveries PAN India.
 
 We continue to focus on training, development & engagement of service
 technician on an ongoing basis, as we believe that a highly trained &
 motivated Service technician is the key to drive better customer
 satisfaction. We are proud to mention that we have started our second
 Whirlpool Service training Academy which is a state of the Art training
 facility in Puducherry catering to our South region. With this we have
 two academies one in Gurgaon & second one at Puducherry.
 
 We have made progress in developing our Service Network as DTH channel
 & we see that larger number of service partners have now started
 selling Water Purifiers. This is strengthening our belief that when
 consumer is highly satisfied with existing service, only than they like
 to buy product from Service network. After sales care is very critical
 for water purifiers & to support the water category, we have invested
 in opening up exclusive service partners for water service Pan India.
 
 Our Service Business continues to grow through both our Service Partner
 Network & Spares parts Distribution channel.
 
 PEOPLE EXCELLENCE - OUR COMPETITWE ADVANTAGE
 
 We at Whirlpool believe in the ability of our people to enable business
 transformation and term this phenomenon as ''People Excellence''. In the
 year 2015-16, we displayed an indomitable Spirit of Winning and
 delivered great performance across business levers. Our focus on People
 Excellence played a vital role in supporting the business strategy
 through building and sustaining a winning culture. This was recognized
 by the industry and Whirlpool was adjudged as a Best Employer by Aon
 Hewitt. This was the second time in a row that Whirlpool was conferred
 the laurel, reiterating the inherent strength of the organization.
 
 To win at the market place, we executed Project Harvest which resulted
 in enhancing the efficiency and effectiveness of the organization. This
 was achieved through a process of de-layering and creating holistic
 roles. Besides maximizing organization productivity the project
 unlocked growth opportunities for younger and diverse talent. Along
 with this, we continued our focus on building Go To Market Capability
 (I grow- Sales, I Drive- Service, I Learn- retail).
 
 Our people excellence framework made exceptional contributions in the
 area of unleashing individual and collective talent. A vital role was
 played in equipping employees with the right skills and capabilities
 for today; and developing them for tomorrow. The Succession Planning
 processes, Future Leadership Program (FLP) & Young Leaders Program
 (YLP) have ensured we have a robust talent pipeline to enable business
 continuity and take strategic advantage of our strong human capital.
 
 Leadership development was anchored around the Whirlpool leadership
 Model and Beliefs. The model was cascaded to people managers across the
 country. ''Demystifying Leadership'' and making the leadership values a
 part of the everyday verbiage of employees, was, the fundamental
 objective of this cascade. The idea was to meticulously curate a
 culture which not only seeps in our ethos but also gives us a
 competitive advantage through inspiring extraordinary performance.
 
 Whirlpool is committed to enhance representation of women employees to
 reflect our customer base which is predominantly women. This premise
 made us focus our efforts towards creating an inclusive workplace for
 the set of ''diverse'' individuals employed. Mass hiring of women
 employees in the manufacturing units, organization wide campaigns ,
 coupled with a strategy to ensure attraction , development and
 retention for women talent ('' Be The Change'') remain unabated. These
 initiatives enhanced the representation of women employees manifold.
 
 We have a multi-generation workforce which helps us leverage the
 existing expertise of the older group along with the fresh perspective
 of the younger group. The coexistence of these two groups is both a
 challenge and a huge area for opportunity for us. The multi-generation
 talent allows us to take advantages of varied perspectives and ideas
 which stem the path for innovation & creativity. To make the most of
 these opportunities, measures are taken to keep the workforce ''happy &
 engaged''. With this aim in mind, it was imperative to revamp our
 policies, update our learning programs, shift the reward mechanisms and
 focus on challenging career opportunities.
 
 Going forward, being an employer and partner of choice is one of the
 key elements of our long term business strategy. An employer and
 partner of choice for us is geared towards identifying and retaining
 the right set of people for driving extraordinary performance and on
 building a winning culture which drives empowerment and freedom. Our
 efforts in this direction have been vindicated by our substantial
 increase in the year on year engagement score results ( 4%) and
 sustained recognition of best employer status.
 
 In total 1646 white collar employees were on the rolls of the company
 during the year ended 31st March 2016.
 
 FINANCE AND ACCOUNTS
 
 In 2015-16, the macro-economic environment showed improvement and saw
 modest uplift in demand but this has been limited to specific markets
 and channels, while competitive intensity has risen.
 
 The company''s performance has been very encouraging with 5.9% increase
 in net operating income vs. previous year, resulting in profit before
 tax higher by 21.7% compared to previous year.
 
 The Company focused on levers of our 3-Phase strategy with particular
 emphasis on Product Leadership, Channel Excellence and Cost Leadership.
 Initiatives under these initiatives helped the company grow its revenue
 and profitability. Working capital, as always, was managed efficiently
 and led to record generation of cash.
 
 BOARD MEETINGS
 
 During the year ended March 31,2016 four (4) meetings of the Board of
 Directors were held. Detailed information on the meetings of the Board
 and dates of the meetings are included in the report on Corporate
 Governance, which forms part of this Annual Report.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 Your directors intrinsically believe in the philosophy of Corporate
 Governance and are committed to it for the effective functioning of the
 Board. All directors, key managerial personnel and senior management
 have confirmed to comply with the company''s Code of conduct.
 
 The independent directors have confirmed and declared that they fulfill
 the criteria of independence as per the provisions of Sec. 149 (6) of
 the Companies Act, 2013 and are not disqualified to act as an
 independent director. The Board is also of the opinion that the
 Independent Directors fulfill the independence requirement in strict
 sense and are eligible to continue as Independent Director of the
 company. No director resigned from the company during the reporting
 period.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 134(3)(c) the Director hereby state and confirm
 that:
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) 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 and of the profit and
 loss of the company for that period;
 
 (c) 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;
 
 (d) the directors had prepared the annual accounts on a going concern
 basis;
 
 (e) the directors, had 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) 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.
 
 DIRECTOR RETIRING BY ROTATION
 
 In accordance with the provisions of the Companies Act, 2016 and the
 Article IB of the Articles of Association of the Company Mr. Arvind
 Uppal retires by rotation and being eligible offers himself for
 re-appointment.
 
 Details of the proposal for his appointment are mentioned in the
 explanatory statement annexed to the notice of the 55th Annual General
 Meeting. The board recommends his re-appointment
 
 KEY MANAGERIAL PERSONNEL
 
 As on 31st March, 2016, company has following Key Managerial Personnel
 In compliance with the provisions of Sec. 203 of the Companies Act,2016.
 
 1.  Mr. Arvind Uppal - Chairman and Executive Director.
 
 2.  Mr. Sunil D'' Souza - Managing Director
 
 3.  Mr. Anil Berera -Executive Director & Chief Financial Officer
 
 4.  Mr. Vikas Singhal - Executive Director
 
 5.  Mr. Ravi Sabharwal - Company Secretary
 
 INTERNAL FINANCIAL CONTROL
 
 The Board has adopted the policies and procedures for ensuring the
 orderly and efficient conduct of its business, including adherence to
 the Company’s policies, the safeguarding of its assets, the prevention
 and detection of frauds and errors, the accuracy and completeness of
 the accounting records, and the timely preparation of reliable
 financial disclosures.
 
 REMUNERATION POLICY & BOARD EVALUATION
 
 The Board on the recommendation of the Nomination & Remuneration
 Committee has framed a policy for selection and appointment of
 Directors, Senior Management and their remuneration, including criteria
 for determining qualifications, positive attributes, independence of
 directors, board diversity. Remuneration Policy of the company is based
 on the fundamental principles of payment for performance, potential,
 growth and aligning remuneration with the longer term interests of the
 Company and its shareholders, promoting a culture ( merit recognition
 and creating a linkage to corporate and individual performance. The
 criteria for performance evaluation of directors cover the areas
 relevant to their functioning as member of Board or its Committees
 thereof. The manner in which the performance evaluation of the board
 and its committees thereof, the Chairman and the directors individually
 has been carried out has been explained in the Corporate Governance
 Report.
 
 RELATED PARTIES DISCLOSURES
 
 Related party transactions are reviewed and approved by Audit committee
 and are also placed before the Board for necessary approval. The
 Company has developed a related party transactions manual, standard
 operating procedures for the purpose of identification and monitoring
 of such transactions.
 
 The board has approved policy for related party transactions which is
 available on company''s website at following link:
 http://www.whirlpoolindia.com/PDF/Related Party Policy Whirlpool.pdf
 
 There are no materially significant related party transactions made by
 the Company with Promoters, Directors, Key Managerial Personnel or
 other related parties which may have a potential conflict with the
 interest of the Company at large.
 
 Particulars of contracts or arrangements with related parties referred
 to in sub-section (1) of section 188 in the prescribed form (Form
 AOC-2) is attached a Annexure B.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 Loans, guarantees and investments covered under Section 186 of the
 Companies Act, 2013 form part of the notes to the financial statements
 provided in this Annual Report.
 
 AUDIT COMMITTEE
 
 The Audit Committee held four (4) meetings during the year. The members
 of the Audit Committee are:-
 
 Mr. Anand Bhatia, Chairman - Independent Director
 
 Mr. Simon J. Scarff, Member - Independent Director
 
 Mr. Sanjiv Verma, Member - Independent Director
 
 Mrs.SonuBhasin, Member - Independent Director
 
 Mr. Anil Berera, Member - Executive Director
 
 Mr. Anand Bhatia, Chairman of the Committee has adequate financial and
 accounting knowledge.
 
 The Chief Financial Officer, Internal Auditor and the Statutory
 Auditors of the Company are permanent invitees to the meetings of the
 Audit Committee. It is a practice of the Committee to extend an
 invitation to the Managing Director and Cost Auditor to attend the
 meeting as when required.
 
 Mr. Ravi Sabharwal, Company Secretary, is the Secretary of the Audit
 Committee. 
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Whirlpool of India has carefully created it''s CSR policy to ensure
 betterment of society, while keeping the humane touch intact. This
 reflects in the policy as mentioned below:
 
 1.  Promoting employment, enhancing vocational skills for employability
 of youth.
 
 2.  Cultivating community development plans in the vicinity of our
 factories based on needs and priorities of the host communities.
 
 3.  Any other project or aid which the committee considers suitable for
 the welfare of society or humanity at large, within the purview of
 Schedule VII (Section 135) or as authorized by Government.
 
 Whirlpool, true to its values, has been working relentlessly to bring
 the desired changes in the lives of those who need a little extra
 support to pave a better life. We have just been helping!
 
 Skill Development Program:
 
 In the second year of it''s implementation, our flagship CSR program on
 Skill Development has gained momentum and strength. We imparted
 vocational training to almost 2,700 youths across India through
 training partners recognized by National Skill Development Corporation
 (NSDC). Training imparted was in two domains; viz. Field Service
 Engineer and Retail Sales Associate following the methodology
 defined by NSDC and concerned Sector Skill Councils. Employment of
 successful candidates remains a key area of our focus and placement was
 obtained for approximately 60% of candidates.
 
 In financial year 2016-17, we plan to sustain this project and aim to
 empower approximately 3,500 youth through similar training programmes.
 Community Development Program:
 
 In line with defined policy, Whirlpool has implemented community
 development program in villages adjoining its manufacturing facilities
 in Pune, Faridabad and Puducherry. The programs are based on need
 assessment surveys done in the communities and strive to ease the most
 pressing issues of the local community.
 
 Our Integrated Child Development Program implemented in Pune, through
 Community Aid & Sponsorship Programme (CASP), a Pune based
 organization, committed to sustainable development and strengthening of
 child, family and community, is successfully completing it''s second
 year. It gives us pleasure to see the change that the program has
 brought to academic lives of 300 children we suppor t.
 
 While recognizing Healthcare & Elderly Care as the need of the
 community in Sanyasikuppam village, Whirlpool, through FXB India
 Suraksha, an organization with experience in such domain, has started
 a comprehensive community development programme for the villages around
 Puducherry factory. This program, with support from employees &
 community alike, is getting it''s share of acceptance and shall be
 touching lives of 750 people of Sanyasikuppam in one way or other.
 
 The baseline survey done at localities around Whirlpool Factory in
 Faridabad recognized the problem of School drop outs & lack of
 education in age group of 6-14 yrs of age. To address this issue,
 Whirlpool has started Basic Learning through Library Intervention
 Programme with Pratham Education Foundation a well recognized name
 in pre-school education to under-privileged children. The program
 focuses on providing quality basic education through it''s CAMaL
 methodology and help children get admitted to mainstream schooling
 system. This intervention shall help 1200 children to learn basic
 reading, writing & arithmetic every year through five centers run in
 the locality of AC Nagar of Faridabad.
 
 As per the provisions of the Companies Act, 2013 and the Companies
 (Corporate Social Responsibility) Rules, 2014 read with various
 clarifications issued by Ministry of Corporate Affairs, the Company has
 undertaken activities as per the CSR Policy (available on company''s
 website www.whirlpoolindia.com) and further details of the CSR
 activities are contained in the Annexure - C forming part of this
 Report.
 
 RISK MANAGEMENT POLICY
 
 The Company has formulated a policy and process for risk management.
 The company has set up a core group of leadership team, which
 identifies, assesses the risks and the trends, exposure and potential
 impact analysis at different level and lays down the procedure for
 minimization of the risks. Risk management forms an integral part of
 management policy and is an ongoing process integrated with operations.
 
 Company has identified various strategic, operational and financial
 risks which may impact company adversely; however, management believes
 that the mitigation plans for identified risks are in place and may not
 threaten the existence of the company.
 
 VIGIL MECHANISM
 
 Details of establishment of vigil mechanism are disclosed in the
 corporate governance report and is also available on company''s website
 at wwwwhir lpoolindia.com
 
 AUDITORS AND AUDITORS'' REPORT
 
 Statutory Auditors
 
 The Audit Committee has recommended to the Board, the re-appointment of
 M/s S. R. Batliboi & Co. LLP, as statutory auditors of the Company from
 the conclusion of the ensuing Annual General Meeting till the
 conclusion of 56th Annual General Meeting to be held in the year 2017
 and the necessary resolution for ratification of their appointment as
 statutory auditors is placed before the shareholders at the 55th Annual
 General Meeting.
 
 The auditor''s report does not contain any qualification or adverse
 remarks.  Secretarial Auditors
 
 The board had re-appointed Mr. N. C. Khanna (membership no. 4268 &
 certificate of practice no. 5143) a Practicing Company Secretary for
 carrying out secretarial audit in terms of the provisions of Section
 204 of the Companies Act, 2013 for the financial year 2015-2016. The
 report of the secretarial auditor is annexed to this repGkniKsxure D.
 The report does not contain any qualification or adverse remarks.
 
 Cost Auditors
 
 The Board of Directors, on recommendation of the Audit Committee, had
 re-appointed M/s R. J. Goel & Co., Cost accountants (Firm Registration
 No. 00026) as Cost Auditors of the Company, for the Financial Year
 2016-17, for conducting the audit of the cost records maintained by the
 Company for the various products as mandated by the Central Government,
 pursuant to its order dated 30th June, 2014 and any amendments thereof,
 subject to the ratification of the remuneration to be paid to the Cost
 Auditor by the shareholders in ensuing Annual general meeting.
 
 A certificate from them has been received to the effect that their
 appointment as Cost Auditors of the Company, if made, would be in
 accordance with the limits specified under of Section 141 of the
 Companies Act, 2013 and rules framed there under.
 
 The Company had filed the Cost Audit Report for FY 2015-16 on 29th
 September, 2015, which is within the time limit prescribed under the
 Companies (Cost Audit Report) Rules, 2011
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
 
 In terms of the provisions of Section 124 of the Companies Act, 2013,
 during the financial year there was no unclaimed amount required to be
 transferred to the Investor Education and Protection Fund established
 by Central Government.
 
 INSURANCE
 
 The Directors confirm that Fixed Assets and Stocks of the Company are
 adequately insured against fire and allied risk.
 
 LISTING OF SHARES
 
 Company''s equity shares are listed at BSE Ltd. and National Stock
 Exchange of India Ltd.
 
 CORPORATE GOVERNANCE
 
 A Certificate from the Statutory Auditors regarding compliance of the
 conditions of Corporate Governance as per the requirement of SEBI
 (Listing Obligations and Disclosures Requirements) Regulations, 2015 is
 enclosed as part of Corporate Governance Report.
 
 The Board of Directors support the concept of Corporate Governance and
 having regard to transparency, accountability and rationale behind the
 decisions have made proper disclosures separately under the heading
 Corporate Governance!''
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS & OUTGO
 
 In accordance with the requirements of Section B4(3)(m) of The
 Companies Act, 2016 read with Rule 8(3) of The Companies (Accounts)
 Rules, 2014, statement showing particulars with respect to Conservation
 of Energy, Technology Absorption and Foreign Exchange Earnings and
 Outgo are annexed hereto rfainexure E and form part of this report.
 
 PARTICULARS OF EMPLOYEES
 
 As required by the provisions of Section 197 of the Companies Act, 2013
 read with Rule 5 of The Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2011, the names and other particulars of
 employees are set out in the Annexure to this Report and forms pa of
 this report. However, as per the provisions of Section 136 of the
 Companies Act, 2013, the Directors'' Report is being sent to all members
 of the Company excluding the aforesaid information. The information on
 employees'' particulars will be available for inspection by the Members
 at the Registered Office of the Company during business hours on
 working days of the Company up to the date of the ensuing Annual
 General Meeting. If any Member is interested in obtaining a copy
 thereof, such Member may write to the Company Secretary in this regard.
 The ratio of the remuneration of each director to the median employee^
 remuneration and other details in terms of Section B7(E) of the
 Companies Act, 2016 read with Rule 5(1) of the Companies (Appointment
 and Remuneration of Managerial Personnel) Rules, 2011, are forming part
 of this report a Annexure F.
 
 EXTRACT OF THE ANNUAL RETURN
 
 The extract of the annual return in Form MGT-9 is enclosed as a part of
 this report in compliance with Section 134(3) of the Companies Act, 23B
 as Annexure G.
 
 GENERAL
 
 Your Directors state that no disclosure or reporting is required in
 respect of the following(s);
 
 1. Details relarig to deposits covered under Chapter V of the Companies
 Act, 2016.
 
 2.  No significant or material orders were passed by the Regulators or
 Courts or Tribunals which impact the going concern status and Companys
 operations in future.
 
 3.  There have been no material changes and commitments which affect
 the financial position of the company between the end of the financial
 year and the date of this report including change in capital structure.
 
 ACKNOWLEDGEMENT
 
 The Company''s growth has been achieved by continued support from all
 its stakeholders. The Company''s partners- different stakeholders,
 Customers, Suppliers, Employees, Investors, Community Members, Banks &
 Financial Institutions have been instrumental in the Company''s success.
 Your Directors'' wish to place on record their sincere thanks to these
 partners. The Directors'' would also like to express their appreciation
 to various agencies of Central & State Government for their continued
 support.
 
                           For and on behalf of the Board of Directors
 
 Place of
 signature : Gurgaon   Arvind Uppal            SunilD''Souza
 
 Date : May 20, 2016  [Chairman & Executive 
                       Director]              [Managing Director]
 
                       DIN 0004992             DIN 07194259
Source : Dion Global Solutions Limited
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