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Era Infra Engineering Ltd.

BSE: 530323 | NSE: ERAINFRA | Series: NA | ISIN: INE039E01020 | SECTOR: Infrastructure - General

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2015. FINANCIAL RESULTS: The Summarized financial results of the Company for the year under review are as below: (Rs, in Lacs) Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014 Total Income 1,73,950.57 2,68,964.30 Profit (Loss) before depreciation & tax (44,255.45) (37,533.12) Depreciation 19,793.72 13,073.95 Profit (Loss) before tax & Extra Ordinary Items (64,049.17) (50,607.07) Exceptional Items 1,560.77 26,700.64 Profit(Loss) before tax (65,609.94) (77,307.71) Provision for tax - Current Tax - - - Deferred Tax - (26,922.06) - MAT Credit/Fringe Benefit Tax - - - Tax adjustment for earlier years 79.45 - Profit (Loss)after tax (65,689.39) (50,385.65) Proposed Dividend together with Tax thereon - - Transfer to General Reserve - - Transfer to Debenture Redemption Reserve - - Surplus (Deficit) carried to Balance Sheet (23,685.24) 55,189.73 FINANCIAL PERFORMANCE The turnover of the Company for the year ended 31st March, 2015, reported a decline of 35.33 % to Rs, 1,73,950.57 lacs from Rs, 2,68,964.30 lacs in the previous year. Loss before depreciation and taxation was Rs, 44,255.45 lacs and after providing Rs, 19,793.72 lacs towards depreciation, Rs,1,560.77 lacs towards Exceptional Item on account of Foreign Currency Fluctuation Loss and Rs, 79.45 lacs towards Tax adjustment for earlier years, the net loss amounts to Rs, 65,689.39 lacs. BUSINESS PERFORMANCE Era Infra Engineering Limited (EIEL), principally being a major EPC player was directly impacted due to the stress in the construction and infrastructure sector starting from F.Y. 2011-12 onwards. The company strongly faced the stress in the initial years wherein several key and most of small players shut down their operations. However company started facing crises due to continued slump in the construction and infrastructure sector, severely effecting the operations of the company, compounded with few of EIEL road projects getting considerably affected on account of delay in availability of land and environmental clearance which resulted in significant cost escalation thereby putting additional pressure on the financials of EIEL. Besides, company faced severe pressure on its operational cash flow and liquidity attributable to several external factors such as Slowdown in Infrastructure Sector, Decline in turnover and operating margins, Cash flow mismatch due to elongated Working Capital Cycle, Lack of adequate Working Capital - shortfall arising out of undisbursed/untied WC facilities, Increase in borrowing costs, thereby causing Company to approach for Corporate Debt Restructuring (CDR). The Company is under Corporate Debt Restructuring. Though we are working towards steering the Company out of the framework of CDR, order intake remains sluggish, since many of the stalled projects are yet to be kick-started. Projects already awarded are generally progressing slowly due to various continuing problems on ground, which remain unresolved over a period of time leading to cost escalations which remain unpaid. All these factors combined, have led to a vicious cycle culminating in a pile up of debt and high consequential costs. Your management has been striving hard and taking all efforts in ensuring repayment of interest due to CDR lenders. During the period under review the Company focused on realizing long pending receivables, arbitration awards, retention moneys. Further also the Company will have to continue focusing as before on sharply optimizing costs, improving productivity and systematically monetizing its non-key assets for overcoming the liquidity crisis. Our key priority is to deliver projects held up due to working capital shortage and sites that need to be expeditiously concluded. The Company is now concentrating on bidding projects relating to its core competency as also projects with high yielding margins. With the Government''s helping hand and positive attitude we look forward to a phased economic revival and boosting of business confidence due to hard policy decisions. We are hoping the government will come up with a clear cut road-map for implementing the policies. The upturn in sentiment means roads, ports and power projects will get on-stream. In addition to this, there will also be expediting of stalled infrastructure projects, revival of investment climate and sorting of infrastructure clearances. The government is expected to provide an environment conducive for growth investments, with major reforms in infrastructure sector, enabling all-round growth. Despite of the above said constrains, the Gross Order Book of Company as at 31.03.2015 is maintained at Rs, 15,936.43 Crores across sectors, to be implemented over a period of next two to three years. All ongoing projects are monitored on a regular basis by the senior management based at Noida offices. The company has aggressively invested in an in-house ERP system, which encompasses different areas of efficient construction management with greater efficiency, accuracy and predictability. The Company is professionally managed with well-qualified and experienced personnel in all areas including engineering, finance and administration combined with a full-fledged Enterprise Resource Planning (ERP) and MIS system. As on 31st March, 2015, the Company has on its roll approximately One Thousand Six Hundred employees. A few of recent Infrastructure projects (including Social Infra) secured by the company from prestigious clients in Public/ Private Sectors are as follows: 1. Construction of New Integrated Terminal Building at VSI Airport, Port Blair from Airport Authority of India, Port Blair. 2. Four Lining with paved side shoulders of Doral Kaplan to Punjab/Haryana border section of NH-71 (New) NH No. 52) from Km 211.390 to Km 238.695 in the state of Punjab on EPC mode under NHDP-IV from PWD, MORTH, Punjab. 3. Construction of New Paid Ward including Associated Works, operation & Maintenance during defect Liability period in AIIMS campus, Ansari Nagar, New Delhi for AIIMS, New Delhi from HSCC (India) Limited, New Delhi. 4. Assembly Hanger for Overhaul at HAL, SED, Sunbed, Kaput (O) i/c Water Supply, Sanitary Installation, Drainage, Development Works, Internal Electrical Installations, Cranes, Mechanical Works, HVAC System, Fire Fighting System, Fire Alarm System, Substation building and Under Ground Sump from CPWD, Kaput. 5. Rehabilitation and up gradation of NH-216 from Km. 3.800 to km 90.460 (Raigarh to Saraipalli Section) in the State of Chhattisgarh to two-lanes with paved shoulders under NHDP-IV on EPC basis by Ministry of Road Transport & Highways from PWD, MORTH, Raigarh. Presently the company operates through two strategic divisions: A) EPC Division (National & International) This division is in a growth phase, the order book position has improved considerably over the years and it has bagged orders from prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi Metro Rail Corporation Limited, Naya Raipur Development Authority etc. The division''s business extends across major sectors of infrastructural growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro, Aviation, Social Infra, Industrial Refinery. B) Equipment Management Division: This Division was set up to cater to the growing in-house and external demand for a wide range of construction machinery and to make revenue by using the equipment''s in most efficient manner and further to provide the strength to internal execution. The division''s large Equipment Bank spans machinery for diverse uses and includes Cranes/ Material Handling Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor Graders etc. DIVIDEND In view of the losses, your Directors do not recommend any dividend for the year ended March 31, 2015. MATERIAL CHANGES There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report. PUBLIC DEPOSITS Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately. DIRECTORS Since date of last report, Ms. Chetna Kumar, Mr. Kuldeep Kumar Khanna, Ms. Vandana Kaushik, Mr. Mast Ram were appointed as Independent Directors on 10.03.2015, 30.05.2015, 15.10.2015 & 02.12.2015 respectively. Whereas, Mr. Abhay Kumar Singh was appointed as Nominee Director of the Company on 10.03.2015. Further, Mr. Shiv Dayal Kapoor, Mr. Arvind Pande, Mr. Abhay Kumar Singh, Mr. Kuldeep Kumar Khanna, Ms. Chetna Kumar, Mr. S. D. Sharma & Ms. Vandana Kaushik have resigned from post of Directorship of the Company w.e.f. 22nd March, 2015, 30th May, 2015, 25th August, 2015, 25th August, 2015, 10th September, 2015, 11th September, 2015 & 02nd December, 2015 respectively. As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term upto five consecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company. During their tenure, they will not be liable to retire by rotation. The Company has received from all the Independent Directors consents for their appointment and declarations confirming that they meet the criteria of independence as envisaged under the Companies Act, 2013 and Listing Agreement. Notices under Section 160 of the Companies Act, 2013 have been received from members proposing their candidature along with requisite deposits. Accordingly, in terms of Section 149(10) read with Schedule IV of the Companies Act, 2013, the Board recommends the appointment of the Mr. Mast Ram as Independent Director from 30th December, 2015 till 29th December, 2020 and shall not be liable to retire by rotation during his tenure. In accordance with the provisions of the Companies Act, 2013, Mr. T.D. Arora, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment. Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the Annual General Meeting. AUDITORS & AUDIT REPORT: STATUTORY AUDITORS M/s. G.C. Sharda & Co., Chartered Accountants, have resigned as Statutory Auditor of the Company w.e.f. 16.09.2015. Further company has received Consent letter from M/s. S S Kothari Mehta & Co., Chartered Accountants (FRN : 000756N) to act as Statutory Auditors of the Company. The Board of Directors of the Company has pursuant to S. 139(8) of Companies Act, 2013 appointed in casual vacancy, M/s. S S Kothari Mehta & Co., Chartered Accountants as Statutory Auditors of the Company w.e.f. 02.12.2015 to hold the office till the ensuing General Meeting of the Company. As per the terms of provisions of S. 139(8) of Companies Act, 2013, Statutory Auditor appointed in Casual Vacancy is required to be approved by members of the Company in a General Meeting held within Three months from the date of their appointment. Accordingly, it is proposed for the members of the Company to take note and approve the appointment of M/s. S S Kothari Mehta & Co., Chartered Accountants to act as Statutory Auditors of the Company till ensuing 25th Annual General Meeting of the Company, where after their appointment for a term of five years from the conclusion of 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting of the Company, subject to ratification by shareholders at each annual general meeting. The Company has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period. The Auditors'' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments. SECRETARIAL AUDITOR As per provisions of Section 204 of the Act, the Board of Directors of the company appointed M/s. SKP & Co., Practicing Company Secretaries (C.P. No.: 6575), as Secretarial Auditors for the purpose of auditing the Secretarial activities of the Company for the financial year 2014-15. The Secretarial audit report issued by the said auditors in form MR-3 has been annexed to this report as ''Annexure 6''. The report is self-explanatory and do not call for any further comments. On the observations made in the Secretarial Audit Report, the proper steps are being taken by the Management so as to comply with the provisions. COST AUDITOR As per the Cost Audit Orders, Cost Audit is applicable to the Construction business of the Company for the FY 2014-15. In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. MS & Co., Cost Accountants (FRN. 102592) have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2014-15. Your Company has submitted its Cost Audit Report with the Ministry of Corporate Affairs. INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS The Company continues to engage M/s. P.C. Bindal as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. WHISTLE BLOWER/VIGIL MECHANISM As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism as specified under the non-mandatory requirements of clause 49 of Listing Agreement executed with Stock Exchanges). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board on 30th May, 2014. The Vigil Mechanism is available on the website of the Company at www.eragroup.co.in. RISK MANAGEMENT POLICY A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company is stated in the Corporate Governance Report. AUDIT COMMITTEE The restructuring in the Directorship of the Company, necessitated restructuring in the Audit Committee. The committee as on date of this report consists of three members namely Mr. Mast Ram, Ms. Vandana Kaushik and Mr. T. D. Arora out of which two are independent Directors. Mr. Mast Ram is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. The Committee composition is in accordance with the provisions of Companies Act and Listing Agreement. MEETINGS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings were held on 30th May, 2014; 14th August, 2014; 12th November, 2014, 7th January, 2015, 14th February, 2015 and 10th March, 2015 and Five Audit Committee Meetings were convened and held on 30th May, 2014; 14th August, 2014; 12th November, 2014, 14th February, 2015 and 10th March, 2015. Further details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 its Committees. The Nomination and Remuneration Committee (NRC) has framed this Directors'' Performance Evaluation Policy (''Policy'') and based on the recommendation of the NRC, this Policy has been approved by the Board on 10th March, 2015. Accordingly, the evaluation of Board was carried out by each Director, of each committee by each of its member and of the individual Director by all other Directors on the Board excepting the concerned Director himself. Evaluation process consisted of a number of questions which the Directors/Members of Committee/other Directors, as the case may be, as evaluators, considered. Scores were assigned (on scale of 1 to 5, with 5 being the highest) to each of the questions. The responses were submitted to the Chairperson of Board and in case of individual directors to NRC. The Concerned then collated and summarized the aggregate of scores assigned by all the Directors/Members to all questions and made a report which was made available for consideration to Board & Independent Directors of the Company. The Independent Directors of the Company at its meeting held on 10th March, 2015, positively reviewed the performance of non-independent directors and the Board as a whole; reviewed the performance of the Chairperson of the company, taking into account the views of the executive directors and non-executive directors; and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. DECLARATION BY INDEPENDENT DIRECTOR(S) The Independent Directors comply with the definition of Independent Director as given under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. While appointing / re-appointing any Independent Directors on the Board, the Committee considers the criteria as laid down in the Companies Act, 2013 and Clause 49 of the Listing Agreement. All the Independent Directors give a certificate confirming that they meet the independence criteria as mentioned in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been enclosed as Annexure 5. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report. APPOINTMENT & REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Appointment & Remuneration Policy is stated in the Corporate Governance Report. INFORMATION & STATEMENT OF PARTICULARS OF EMPLOYEES The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 3 EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT 9 as a part of this Annual Report as Annexure 1. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 In accordance with Section 134(3)(g) of the Companies Act, 2013, the particulars of loans guarantees and investments under Section 186 of the Companies Act, 2013 are provided in notes to financial statements, read with respective heads to the Financial Statements which forms part of this Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure 2. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS There are no significant and material orders passed by the regulators or tribunals impacting the going concern status and Company''s operations in future. SEXUAL HARASSMENT AT WORK PLACE In order to prevent sexual harassment of women at work place, company is fully determined and proper adjudication & recourse mechanism is in place to avoid any sexual harassment at work place. During the year Company has not received any complaint of harassment and no cases were filed pursuant to the Sexual Harassment of Women at work Place (Prevention, Prohibition and Redressal) Act, 2013, during the year under review. CORPORATE SOCIAL RESPONSIBILITY (CSR) As per the provisions of Section 135 of the Act, the Company has constituted the CSR committee and has also adopted CSR Policy. The details of the Committee & CSR Policy development & implementation is stated in the Corporate Governance Report. However as the Company does not have average net profits for the three immediately preceding financial years, the Section 135(5) of the Act pertaining to spending of 2% of average net profits of the company for immediately preceding three financial years and disclosure required to be given under Section 135(5) of the Act and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable, to the Company, for the financial year 2014-15. HUMAN RESOURCES Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. CONSOLIDATED FINANCIAL STATEMENTS In accordance with Section 129 of the Companies Act 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing AGM along with the Financial Statements of the Company. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES As required under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the subsidiaries, associates and joint venture companies in Form AOC.1 is annexed to the Financial Statements as Annexure 4 and forms part of the Annual Report, which covers the performance and financial position of the subsidiaries, associates and joint venture companies. The Company will make available the Annual Accounts of the subsidiary company and other related information upon request by any member of the Company or its subsidiary company. The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company during business hours. LISTING The Equity shares continue to be listed on the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fee for 2014-15 to the BSE Ltd. and the National Stock Exchange of India Ltd. and annual custody fee to National Securities Depository Limited and Central Depository Services (India ) Limited. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS A Company holds fiduciary relationship with its stakeholders and community, here the Board of Directors of the Company act as trustee to all the stakeholders of the Company to enhance the stakeholder''s value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance, and Management Discussion and Analysis, along with Certificate on its compliance from Mr. Pooja Anand, Company Secretary in Practice is enclosed with this Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy: The core activity of the company is civil construction which is not an energy intensive activity, however all steps are taken to conserve energy at all levels of operations wherever possible. There are no particulars required to be disclosed as required under the new provisions of Companies Act, 2013 & rules made thereunder. Technology Absorption: During the year, there was no Technology Absorption, as your Company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which need to be absorbed or adapted. There are no particulars required to be disclosed as required under the new provisions of Companies Act, 2013 & rules made thereunder. Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and more competitive in the prevailing environment and the effect of the same cannot be quantified. Foreign exchange earnings and outgo: The foreign exchange earning /outgo during the year are as under: (Rs, in Lacs) Particulars Current Year Previous Year Foreign Exchange Earnings Nil Nil Foreign Exchange Outgo 882.52 5870.99 DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors hereby state 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; and 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. 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. ACKNOWLEDGEMENT Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution. In the absence of Chairman of the Company, this Directors Report and its Annexures are signed by the Chairperson of the Meetings of Board of Directors held on December 02, 2015. For and on Behalf of the Board Place: Noida (T. D. Arora) Date: December 02, 2015 Whole Time Director

Director’s Report