Companies & Industry »Directors' Report
Coromandel International Ltd - Directors' Report

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Code: COROMANDEL
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Your Board of Directors have pleasure in presenting the 53rd Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2015.

Summary of Financial Results

Rs. in Crore
2014-15 2013-14
Revenue:
From Operations 11285 9381
Other 56 61
Total Revenue 11341 9442
Profit:
Profit before interest, Depreciation 908 800
and Taxation
Less: interest 209 211
Depreciation 103 82
Profit Before Exceptional Items 596 507
& tax
exceptional Item 4 13
Profit Before Tax 592 494
Less: Provision for Tax 189 149
(including deferred tax)
Profit After tax 403 345

The results for the current year include results of erstwhile Sabero Organics Gujarat Limited, which has been amalgamated with your Company with effect from April 1,2014, pursuant to a Scheme of Amalgamation approved by the Hon`ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh and the Hon`ble High Court of Gujarat.

Transfer to Reserves

The Company proposes to transfer Rs. 300 crore to the General Reserves of the Company and retain Rs. 616.28 crore in the Profit and Loss Account.

Dividend

Your Directors are pleased to recommend a final Dividend of Rs. 2.50 per equity share of Rs. 1 each. The Company had announced an interim dividend of Rs. 2 per equity share on March 23, 2015 and paid the same during April 2015. The total dividend for the year ended March 31, 2015 would accordingly be Rs. 4.50 per equity share of Rs. 1 each. The total outgo for the year would be Rs. 157.53 crore, including dividend distribution tax of Rs. 26.47 crore.

Operations

After experiencing two difficult years, fertiliser industry`s performance improved during 2014-15, on account of normalisation of pipeline inventories, relatively stable currency rates and modest global prices of fertilisers and key inputs. The industry sales for DAP and complex fertilisers recovered moderately by 12%. However, the farm sector was impacted by deficit monsoons, lower reservoir levels, falling crop acreages and declining agri commodity prices in key markets.

Your Company leveraged its strengths to post significant growth during the year, by offering its complete portfolio of agri-inputs, comprising of fertilisers and organic manure, crop protection products and speciality nutrients. Further, your Company continued expansion of its rural retail footprint in Andhra Pradesh, Telangana and Karnataka to about 800 stores and improved its performance by growing the non-fertiliser business and increasing its realizations.

During the year, your Company has strengthened its market leadership position in complex fertilisers segment, growing the volumes by 32% and improving its market share from 23% to 26%. The overall market share in Phosphatic segment improved from 16% to 16.3% with a healthy volume growth of 15% over last year. The brand equity index in key markets has seen a turnaround, which resulted in increased market share in Andhra Pradesh, Telangana, Karnataka, Tamil Nadu, West Bengal and Maharashtra. The year saw establishment of Divisional Marketing Offices to improve customer interface and response time. With the setting up of focused Marketing, Supply Chain, Finance and HR support services at the regional level, it is expected that decision making and customer servicing will improve going forward.

On the Operations front, your Company effectively managed phosphoric acid availability to improve its capacity utilization. Fortified products like 24:24:0:8S and Zincated DAP were introduced during the year and production was successfully stabilized. Vizag plant operations, which were affected by Hud hud cyclone in October 2014, were efficiently handled and impact was minimized with nil injury to workmen. Your Company continued its focused commitment towards improving plant safety, and ensured Total Recordable injury Rate per million man hours (TRiR) of the fertiliser units is less than 1.

Crop Protection division strengthened its Exports business to key markets in Latin America (LATAM) and Europe and posted significant growth during the year. Domestic formulations business, though impacted by season failure, continued to improve its brand equity through umbrella branding "Gromor Suraksha". Your Company established a China desk for improving its sourcing efficiency, marketing, registration, technology partnerships and market information capabilities. To bring focus to product synthesis and new molecule development, an R&D Centre has been set up in Hyderabad. The facility will be used to establish new product pipeline on a continuous basis to meet global business needs and growth aspirations.

During the year, Sabero Organics Gujarat Limited, a subsidiary of the Company, was merged with the Company, pursuant to the Scheme of Amalgamation approved by the High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh and the High Court of Gujarat. The synergy of both the businesses will be leveraged to strengthen technical product portfolio and improve penetration globally.

Your Company continues to be among the market leaders in Water Soluble Fertilisers (WSF) and Sulphur product segments. During the year, Speciality Nutrients business strengthened its crop based promotion approach through launch of "Gromor Sampoorthi" initiative. The initiative aims at providing complete crop specific nutrition solution to maximize farmer`s yields through adoption of Speciality fertilisers. Business also leveraged strengths of its joint venture partner SQM, to introduce crop specific WSF grades and developing crop knowledge.

Retail business, despite low off take of fertilisers, reported growth in non fertiliser products. A number of new initiatives were introduced during 2014-15 to improve process efficiencies and facilitate long term growth. This has led to a growth in Retail margins by 12.5% over the previous year levels. Our retail outlets, spread across Andhra Pradesh, Telangana and Karnataka, have become the face of the Company and received many prestigious awards during the year, in recognition of its contribution to agriculture and business performance in rural retail.

Your Company enhanced its geographical presence in Northern and Western region post acquisition of Liberty Phosphate Limited in 2013-14. During the year, SSP business consolidated its operations to maximize synergy out of the combined team. As a result, sales volumes improved by 1.5%, inspite of severe crop losses in key operating markets. Specific focus was given to strengthen brand building initiatives for integrating Double Horse brand with Gromor through mass media campaigns.

During the year, your Company entered into a joint venture (JV) with Yanmar and Mitsui, for manufacturing and marketing farm implements - rice transplanters and combined harvesters. With reducing resources and dropping yields in india, your Company is now suitably positioned to offer cost effective solutions to farmers to improve their crop productivity. The JV will be leveraged to develop equipment, tailored for indian farm requirements and scale up its Farm Mechanization Services operations.

Your Company has recorded a total revenue of Rs. 11,341 crore. Profit for the year before depreciation, interest and taxation was Rs. 908 crore and Profit before tax was Rs. 592 crore. Net Profit after tax was Rs. 403 crore.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Report.

Directors` Responsibility Statement

The Directors` Responsibility Statement pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 ("the Act") is appended as Annexure A to this Report.

Consolidated Financial Results

Consolidated Financial Statements incorporating the operations of the Company, its subsidiaries and Joint Venture Companies is appended. As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures is enclosed as an Annexure B to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company and its subsidiary companies on request and will also be kept for inspection in the Registered Office of the Company.

Subsidiary Companies

During the year under review, Liberty Phosphate Limited (LPL), Liberty Urvarak Limited and Sabero Organic Gujarat Limited (Sabero) have ceased to be subsidiaries of the Company, consequent to their merger with the Company pursuant to Schemes of Amalgamation. Sabero Organics America SA, Brazil, Sabero Australia Pty Ltd.,

Australia, Sabero Europe BV, Netherland, Sabero Argentina SA, Argentina and Sabero Organics Mexico SA de CV, Mexico, which were subsidiaries of Sabero have now become direct subsidiaries of the Company consequent to the merger of Sabero with the Company. Similarly, Liberty Pesticides and Fertilisers Ltd., which was subsidiary of LPL, has also become a direct subsidiary of the Company.

Brief details of the performance of the subsidiaries of the Company are given below.

a) CFL mauritius Limited (CML)

CFL Mauritius Limited, a wholly owned subsidiary, incurred loss of US $ 0.05 million (equivalent to Rs. 0.31 crore) during the year ended December 31,2014. Primary source of income for this subsidiary is dividend income from Foskor (Pty) Ltd. and the subsidiary did not receive any dividend from Foskor during the year.

b) Parry Chemicals limited (Pd)

PCL, a wholly owned subsidiary of the Company, earned a total revenue of Rs. 1.12 crore for the year ended March 31, 2015 and Profit after Tax was Rs. 0.60 crore.

c) dare Investments limited (Du)

DiL, a wholly owned subsidiary of the Company, did not have any significant operations and incurred a loss of Rs. 0.01 crore for the year ended March 31, 2015.

d) liberty Pesticides and Fertilisers limited (LPFL)

LPFL, a wholly owned subsidiary of the Company, did not have any significant operations during the year 2014-15.

e) Coromandel Brasil Limitada (CBL)

CBL, a Limited Liability Partnership, owned 100% by the Company and its subsidiary CFL Mauritius Ltd., is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from india. it incurred a net loss of Brazilian Reals 0.22 million (equivalent to Rs. 0.58 crore) for the year ended December 31, 2014.

f) Sabero organics america SA (SoAL)

SOAL is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from india. it incurred a net loss of Brazilian Reals 0.26 million (equivalent to Rs. 0.68 crore) for the year ended December 31, 2014.

g) Sabero Australia Pty Ltd. (SAPL)

SAPL did not have any significant operations during the year 2014-15. it incurred a net loss of AUD 0.03 million (equivalent to Rs. 0.14 crore) for the year ended March 31, 2015.

h) Sabero Europe BV (SEBV)

SEBV is primarily engaged in getting product registrations in Europe and procuring orders for supplies from india. it did not have any significant operations during the year ended May 31, 2014.

i) Sabero Argentina SA (SA)

SA is primarily engaged in getting product registrations in Argentina and procuring orders for supplies from india. it

incurred a net loss of Peso 0.01 million (equivalent to Rs. 0.01 crore) for the year ended December 31, 2014.

j) Sabero Organics Mexico SA de CV (SOM)

SOM is primarily engaged in getting product registrations in Mexico and procuring orders for supplies from india. it incurred a net loss of Peso 2.64 million (equivalent to Rs. 1.21 crore) for the year ended December 31, 2014.

Joint Venture Companies

a) Coromandel Sqm (India) Pvt Ltd.

The Joint Venture Company, formed to set up a Water Soluble Fertilisers (WSF) Plant at Kakinada, Andhra Pradesh, has earned a total income of Rs. 63.39 crore for the year ended March 31, 2015 and the net Profit was Rs. 2.02 crore.

b) Yanmar Coromandel Agrisolutions Private Limited

The Joint Venture formed during the year, would initially sell imported rice transplanters and combined harvesters and, over a period of time, increase the level of indigenization by manufacturing various components in order to reduce costs and customize the products for indian conditions. Coromandel holds 40% equity in the JV Company and the balance is held by Yanmar (40%) and Mitsui (20%). The JV Company has commenced operations and during the year ended March 31, 2015 recorded a revenue of Rs. 7.35 crore and incurred a loss of Rs. 1.71 crore.

c) Coromandel Getax Phosphates Pte. ltd

The Joint Venture Company based in Singapore was formed for leveraging opportunities for rock phosphate mining/ sourcing. it incurred a loss of US $ 0.15 million (equivalent to Rs. 0.94 crore) for the year ended December 31, 2014.

Associate Company

a) Sabero organic Philippines asia Inc (SoPA)

Consequent to the merger of Sabero with the Company, SOPA has become an associate company. The company is based in Philippines. However, no operations have commenced in the company.

Strategic Investments

a) Tunisian Indian Fertilisers S.A., Tunisia (TIFERT)

Your Company has a strategic investment of 15% equity stake in TiFERT, a company based in Tunisia, manufacturing phosphoric acid. The strategic investment in TiFERT is aimed at securing uninterrupted supply of phosphoric acid for the Company`s operations at Kakinada and Visakhapatnam. TiFERT`s plant in Tunisia, which was commissioned during the year 2013, could not operate at desired capacity due to paucity in supply of phosphate rock on account of social unrest in that country. With the normalcy returning in Tunisia, the rock supply situation is expected to improve resulting in better performance by TiFERT during the year 2015.

b) Foskor (Pty) limited, South africa

Your Company, along with CFL Mauritius Limited, holds 14% equity of Foskor (Pty) Limited and continues to leverage its relationship with Foskor in sourcing phosphoric acid, the key raw material, for manufacturing phosphatic fertilisers.

Safety, Health and Environment (SHE)

Company`s focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Company has put in place robust processes and performance indicators to track its SHE performance. There was a significant reduction in reportable incidents during the year. Your Company maintained high standards of environmental performances with all facilities operating well within norms. Your Company continued its efforts to track health indicators of all its operating staff working in critical areas through its occupational health centres at its factories.

Process safety focused on fertiliser plants and special drive carried out during annual turnaround time helped in addressing the process related Rs.near miss` incidents. Structural safety initiatives undertaken at Ennore and Visakhapatnam units will continue to improve the structural integrity. increased emphasis laid on contractor safety training, performance monitoring, continuous communication and initiation of a reward mechanism resulted in healthy plant safety environment.

Action plan implemented based on DuPont safety management evaluation assessment will continue to strengthen the safety culture of the organisation. All the plants continued to make significant progress in attaining external SHE recognition, and have been certified with iSO 14001 Environmental Management System certification and conforms to Process Safety Management System. The overall safety and environment continued to improve during the year.

Corporate Social responsibility Initiatives

The Company has taken up various Corporate Social Responsibility (CSR) initiatives in the past, directly and also through AMM Foundation, an autonomous public charitable trust engaged in philanthropic activities in the field of Education and Healthcare. With the enactment of the CSR provisions in the Act, Company has formed a CSR Committee and a CSR Policy in conformity with the provisions of the Act. The CSR Policy can be accessed on the Company`s website at the following link http://coromandel.biz/csr_policy.html. During the year, the Company has undertaken various CSR projects in the areas of education, health, water and sanitation. These projects are in accordance with Schedule Vii of the Act. As per the provisions of the Act, the Company was required to spend Rs. 13.23 crore towards CSR activities during the year 2014-15, of which the Company has spent Rs. 10.28 crore. Details of constitution of the CSR Committee, CSR Projects undertaken during the year and the reasons for not spending the balance amount are given in the Annexure C to this Report.

Awards and Recognition

Your Company continues to receive many awards and accolades from industry associations. During the year the Company received the following awards/accolades:

a) "Outstanding Agrisolutions Provider of india" from the Consortium of indian Farmers Associations at the 10th National Farmers Conference held in December 2014.

b) Rs.Agriculture Leadership Awards 2014` for empowering farms and farmers with agriculture inputs products and farm services.

c) CMO Asia Retail Excellence Award 2014 for Customer Loyalty Program initiative.

d) Cii-iTC Sustainability Awards 2014 - Commendation for Significant Achievement in Environment Management - by the Ennore Plant.

e) india Manufacturing Excellence Award (iMEA) for Workplace Safety Management in innovative category by Frost & Sullivan at Mumbai, for the Ennore Plant.

f) "Retailer of the Year" award under Rural impact and CSR Category by ABP News.

g) Prestigious Global Communicator Awards from Academy of interactive & Visual Arts, New York - Global Award of Excellence (Gold) for "Calendar 2013", Global Award of Distinction for "Voice (Silver) 2013"Cover page, Global Award of Distinction (Silver) for "Voice 2013".

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

Public Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 58A of the Companies Act, 1956, since 2003 and no amount of principal or interest was outstanding as on the Balance Sheet date.

Share Capital

The paid up equity share capital of the Company as on March 31, 2015 was Rs. 29.13 crore. During the year the Company had issued shares as detailed below:

a) 25,74,193 equity shares of Rs.1 each to the shareholders of erstwhile Liberty Phosphate Limited pursuant to a Scheme of Amalgamation;

b) 53,09,210 equity shares of Rs. 1 each to the shareholders of erstwhile Sabero Organics Gujarat Limited pursuant to a Scheme of Amalgamation; and

c) 1,85,132 equity shares of Rs. 1 each under ESOP Scheme 2007 of the Company.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure D to this Report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure E to this Report.

Extract of the Annual Return

In accordance with Section 134(3)(a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure F to this Report.

Corporate Governance

The Company is committed to maintain high standards of Corporate Governance. As stipulated under the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure G for information of the Members. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

Directors and Key Managerial Personnel

In accordance with Article 121 of the Company`s Articles of Association, read with Section 152 of the Act, Mr M M Venkatachalam retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Prasad Chandran was appointed as an Additional Director on April 18, 2014 and then as an independent Director of the Company at the last Annual General Meeting held on July 23, 2014.

All the independent Directors of the Company have given declarations under sub-section (6) of Section 149 of the Act, and the same have been considered and taken on record by the Board.

Mr. S Sankarasubramanian, Chief Financial Officer and Mr. P Varadarajan, Company Secretary, are the Key Managerial Personnel (KMP) of the Company in terms of the provisions of the Act. Mr. Kapil Mehan, Managing Director, who was one of the KMPs, has resigned and was relieved on February 13, 2015.

Familiarisation Programme for Independent directors

On their appointment, independent Directors are familiarized about the Company`s operations and businesses. interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

As part of the familiarization programme, a handbook is provided to all Directors including independent Directors at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, appointment process and evaluation, compensation, Board procedure and stakeholders` expectations. The handbook also provides the Directors with an insight into the Group`s practices.

The details of familiarisation programme as above are also disclosed on the Company`s website http://coromandel.biz/ investorsinformation_iDFP.

Number of Board Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2014-15, six Board Meetings were held, the details of which are given in the Report on Corporate Governance.

Internal Financial Control Systems

The Company has adequate internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. it has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the internal Financial Controls and System across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementation are reviewed by the Audit Committee and concerns, if any, are reported to Board.

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company. it also provides for necessary safeguards for protection against victimization for whistle blowing in good faith. The Whistle Blower Policy and the Vigil Mechanism is also placed on the website of the Company.

Board Evaluation

in accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, CSR Committee, Risk Management

Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

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. Salient features of the Remuneration Policy are set out in the Report on Corporate Governance.

Risk Management Policy

The Company has constituted a Risk Management Committee. Details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Management Discussion and Analysis Report.

Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company at http://coromandel.biz/pdf/investorsinformation/ PolicyOnMaterialSubsidiary.pdf related Party Transactions

All related party transactions that were entered into during the financial year were on arm`s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee / Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm`s length basis. The Company has formulated a policy for Related Party Transactions which has been approved by the Board and is placed on the website of the Company.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

Audit Committee

The Audit Committee comprises of Mr. Uday Chander Khanna, Chairman, Dr. BVR Mohan Reddy, Mr. Prasad Chandran and Mr. MM Venkatachalam. All the recommendations made by the Audit Committee were accepted by the Board.

Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the last Annual General Meeting held on July 23, 2014. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval. in this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Act.

Cost Auditors

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules 2014, as amended, the cost records of the Company are required to be audited. Based on the recommendations of the Audit Committee, your Board has appointed the following practicing Cost Accountants, Mr. V Kalyanaraman, Ms. Jyothi Satish and Mr. P D Dani, to audit the cost records of the Company as per details given below:

Name of the Cost auditor Units covered by the Cost auditor Remuneration Rs. in Lakhs*
Mr. V Kalyanaraman All units of the Company at Visakhapatnam, Kakinada, Ennore, Ranipet (pesticides), Ankleshwar and Jammu 7.00
Ms. Jyothi Satish All units of the Company manufacturing Single Super Phosphate 1.00
Mr P D Dani The Pesticides Units in Sarigam and Dahej 2.00

* Excluding reimbursement of out of pocket expenses and applicable taxes

The Cost Audit Report for the year 2013-14 has been filed with MCA within the prescribed time limit.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Tumuluru Krishna Murty of M/s. Tumuluru & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company. The report of the Secretarial Auditor is marked as Annexure H to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure I to this Report.

Employees` Stock options

The disclosures regarding Employee Stock Option Scheme as required under the Act and the applicable SEBi Regulations are appended as Annexure J to this Report for information of the Members.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of india and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

on behalf of the Board
Place: Secunderabad a. Vellayan
Date: April 30, 201 5 Chairman

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