FOCUSSING ON GROWTH & INNOVATION ESS DEE ALUMINIUM LIMITED ANNUAL REPORT

Transcription

1

2 FOCUSSING ON GROWTH & INNOVATION ESS DEE ALUMINIUM LIMITED ANNUAL REPORT

3

4 Index Index Chairman's Statement 01 From e MD's Desk 04 Business Review 06 HR Initiatives 10 Notice 13 Directors' Report 21 Management Discussion & Analysis Report 29 Corporate Governance Report 33 Auditors' Report - Standalone 69 Financial - Standalone 75 Auditors' Report - Consolidated 103 Financial - Consolidated 109

5 Annual Report Chairman's Statement India's economy recorded a grow of 7.3 per cent for e fiscal year at ended in March 2015, provisionally, as per e Central Statiical Organization. Lower Oil Prices resulted in lower fiscal burden from subsidies ereby aiding ability in terms of e macro economy. The Indian economy is expected to recover but at a mode rate and will be dependent on invement activity picking up. This will happen as and when ere is resolution of alled projects resulting in improved business and consumer confidence. The inflation numbers too have been somewhat encouraging. During e year , eight core infraructure induries grew by 3.5 per cent while during e quarter ended June 2015, output of e eight core induries grew by 2.4 per cent as compared to e same period a year ago. Overall grow in e Index of Indurial Production (IIP) was 4.1 per cent during April 2015 as compared to 3.7 per cent April During e year , IIP grow was 2.8 per cent as compared to (-) 0.1 per cent in e previous year. GDP grow is forecaed to accelerate to 8.1 per cent in 2015 and 8.2 per cent in 2016, benefiting from e acceleration of infraructure projects, rong consumer spending due to lower inflation and monetary easing and gradual improvements in market sentiments according to an UN ESCAP report titled, 'Economic and Social Survey of Asia and e Pacific Dear Fellow Shareholders When everying seems to be going again you, remember at e airplane takes off again e wind, not wi it Henry Ford This is expected to be spurred by rong consumer spending amid low inflation, infraructure projects and government's reform measures. Invement is also expected to rebound, alough unevenly, given e ill low capacity-utilization rate of about 70 per cent. The report furer goes to highlight volatile capital flows following monetary policy normalization in e US remain as a downside risk. 1

6 According to a recently published research report by Visiongain, e world aluminium foil packaging market is expected to continue to record able grow between 2015 and China will account for approximately 45% of e global demand and developing countries are expected to account for a bigger market share over e next ten years as eir economies develop furer. Rising incomes will encourage consumer spending and e demand for aluminium foil packaging will increase as a consequence. TechNavio's analys had forecaed at e Global Aluminium Foil Packaging market could grow at a CAGR of 4.24 per cent between 2014 and The Numbers Our fully integrated business model, capabilities in providing cuomised packaging for e pharmaceutical indury, use of advance technology and management of resources, scale of operations, and geographically expanding operations and facilities provide us wi certain competitive advantages. Our wide portfolio of products also gives us an advantage over oer manufacturers as it is advantageous for consumers to buy from producers who provide end-to-end packaging solutions. We were us able to report a topline grow of 15 per cent at ` 77, lacs during FY As indicated in our la Annual Report, we have inveed heavily in e Company's Gross Block primarily for capacity augmentation. The Company has incurred a capex of more an ` 400 crores in e previous two years and resultantly ere has been an increase in depreciation as well as intere co. This has impacted e Net Profits which ood at ` 3, lacs, suggeing de-grow. However, is is typical of a manufacturing company where e benefits of such invements will become visible over e next few years. Our manufacturing facilities located at Daman in e weern part of India are in close proximity to e Mumbai port and at Kolkata and Hoera in e eaern part of India, are in close proximity of e Kolkata port. These operate as e hubs where our primary aluminium foil rolling and conversion activities are carried out. From ese hubs our printer ock is supplied to e printing units located across India at Goa, Daman and Vasai (focusing on e cuomer base in weern India including in e States of Maharashtra and Gujarat), Bangalore (focusing on e cuomer base in souern India), Baddi (focusing on e cuomer base in e States of Himachal Pradesh, Jammu and Kashmir and Uttaranchal) and Sikkim (focusing on e cuomer base in eaern and nor-eaern India). We continue to follow e rategy of being in close proximity to our clients ereby facilitating rong cuomer relationships, higher sales and minimisation of delivery cos. Am happy to share at despite tough macroeconomic conditions, we continue to maintain our leadership position in e domeic markets. We will now provide a special focus on our set of cuomers under e Navratna and e gold categories. We will also continue to leverage upon our well eablished network of marketing agents and diributors. In e International market we have adopted a cautious and gradual approach wi e implementation of our Technology Upgradation and Transformational Project which is expected to be completed by early This will lay a rong foundation for our International success and we will be oroughly prepared to drive exports to regulated markets wi emphasis on Blier and Cold Form Blier packaging. 2

7 Annual Report The collaboration wi Chemnitz University of Technology, Germany, has enabled us to enhance our manufacturing competencies by aiding in cuomized technology and process re-engineering. It has added significantly in terms of our exiing product line wi special focus on e Anti-Counterfeit feature, on New Product Development and in e area of joint intellectual property rights development. All is will enable us to eablish a rong footprint in e regulated markets, especially e regulated markets like Europe and US. Appointing a commercial partner is also a rategy which we will be pursuing aggressively once we are ready in terms of products and technology. Vote of Thanks The primary driver of our company's progress has been e support and commitment of our dedicated aff members and numerous akeholders. I take is opportunity to ank each one of you and conclude wi a promise at we shall leave no one unturned in eering our company to a higher grow phase. Sudip Dutta Chairman 3

8 From e Managing Director's Desk Ashis Bhattacharya, e Company's Managing Director, shares his vision as e Company completes anoer year of consolidation and marks measured eps towards positioning itself optimally while transitioning towards next grow curve. Hereunder are some key excerpts from a discussion where he provides his perspective on Ess Dee's progress in FY and provides an insight into what lies ahead for e company. Numbers and Beyond Our topline reflects a 15 per cent rise is year on account of our focussed sales and marketing efforts. We continue to be e backyard supplier of packaging materials for our cuomers rough our hub and spokes model, by enhancing eir co competitiveness. Wi a capital invement of more an ` 400 crores over e la two years, we are undertaking several technological upgradations. Resultantly ere has been an increase in depreciation as well as intere co during e year and is has impacted e bottomline which ood at ` 3, lacs reflecting a de-grow when compared wi e previous year. Product Mix Initiatives We have continued to focus on Pharmaceuticals and FMCG as our key target markets. Pharmaceutical packaging plays an indispensible role in preventing biological contamination and enabling pharmaceutical formulations to retain eir properties rough e entire logiical and purchase cycle. Wi an ageing global and Indian population and increasing affordability, e demand for packaging continues to hold tremendous potential globally as well as in India. Packaging materials used in e food and beverage segment come in close contact wi edible materials. This makes it imperative for food and beverage packaging materials to adhere to e highe heal and safety andards. As consumers find emselves in e middle of increasingly busy lifeyles, e need for ready to pick up and consume on-e-go food and beverages is growing, and e packaging indury needs to adapt to is change. The Asia Pacific sector is expected to witness highe grow in e global food and beverage packaging market and we are well placed to tap is demand. Aluminium foil packaging material is a part of e flexible packaging material and is basically produced using aluminium sheets. Aluminium foil can be used to wrap around any product for packaging purposes. Wi huge barrier properties, it continues to be a packaging material of choice for several products. We are in sync wi e emerging trends in e indury and are conantly improvising exiing products along wi pioneering e use of new technology for our cuomers. 4

9 Annual Report Retaining Domeic Market Leadership The Indian economy is growing eadily and so is e packaging indury. As grow rides on increased indurial production and international trade, demand for packaging products has become more advanced and sophiicated. Wiin India, e increasing penetration of organized retail and especially foreign players who are large consumers of flexible packaging solutions and e increasing preference for branded products has intensified e demand for flexible packaging solutions. We continued to retain our leadership by focusing on cuomising and improvising our exiing product lines. New products were also developed enhance e per kilogram yield of products for our cuomer in terms of eir sales and e same are under trials and ability tes wi few of e cuomers. Global Foray This global packaging market is unique in e sense at it is impacted by overall economic heal, technological advancements to suit changing consumer trends. One of e key trends in e global packaging market is a shift toward smaller package sizes because families are shrinking and lifeyles are changing. Anoer factor which weighs heavily is e regulatory aspect. This has compelled a number of companies to bring significant changes in eir operations ranging from raw materials, procurement, and processes associated wi e entire packaging value chain to adhere to certain safety guidelines and practices. At Ess Dee too, we are extremely cautious and well aware of is and am happy to share at he fir phase of Technology Upgradation and Transformational Project which we implemented in 2015, is expected to be completed by early This will enable e company to drive exports to regulated markets wi emphasis on Blier and Cold Form Blier packaging. Maintaining Quality Along wi technological upgradations, maintaining quality forms and integral part of our business process. Again is has to be implemented in line wi changing trends. The ronger e barrier characteriics of packaging materials, e better is eir performance. A longer shelf life is important too, as companies look to expand into newer markets to boo revenues wiout compromising heavily on supply-chain efficiencies. Thus product quality will have to be suainable in addition to protecting e product. Quality will also have to focus on developing lightweight packaging materials so as to help save fuel during transportation in addition to making packaging more convenient while retaining e quality and integrity of products being packaged. We are implementing various Six Sigma Projects carrying on bo product and quality front in line wi e emerging indury trends. Equipment at various ages of process has been upgraded in consultation wi Chemnitz University, Germany, wi whom we collaborated la year. Outlook for e year Wi all ese measures, we will continue to consolidate our market position in India. Internationally, our focus is on expansion and pursuing grow rough selective acquisition opportunities whenever ey arise. We will continue to de-risk as well as expand our business by enlarging our product portfolio to meet more and more needs of our cuomers and also focus on innovation. All is will require a continuous development of our skilled work force. Wi all ese efforts underway, we look forward to anoer year of consolidation and progress. 5

10 Business Review END to END Capabilities Ess Dee offers primary packaging materials and packaging solutions principally for cuomers in e Pharmaceuticals, FMCG and Food induries. The Key product portfolio encompasses - aluminium rip foils, aluminium blier pack foil, PVC film, PVdC coated PVC film, metallised PVC film, cold forming blier laminates; child resiant blier pack laminates; laminates for oral rehydration salts, effervescent tablets and powders, cough lozenges etc. 6

11 Annual Report R&D collaboration wi Chemnitz University, Germany An Update The Collaboration wi Chemnitz University of Technology, Germany which took place a year ago, will see Ess Dee benefitting in terms of print and packaging and printed electronic areas in Packaging and Aluminium foils. The Company will be leveraging e research and knowledge bank of Chemnitz to improve manufacturing competencies especially for its global foray. The key areas which have benefitted rough is can be summarized as follows: Technology- Enhancing Manufacturing Competencies Cuomizing technology to suit specific client requirements Process re-engineering for optimization and enhancing efficiencies Product- Anti Counterfeit Three Dimensional Effect, Printing of Holograms, Concept of Security Printing in Currency Notes, Vignette, Multi-colour tonal designs, Water Marks, UV effects Peel-Push Bliers Separating e individual blier cavity at e perforations, peeling off e top layers (PET or PET/Paper at e designated place) and pushing e pharmaceutical product rough e foil Peel Open and Tear Open Version - Separating e individual blier cavity at e perforations All our product innovations are carefully engineered, bond rengs are used to provide e necessary peel-push, peel open or tear open features desired for e final product Market- European market intelligence Explore for a European commercial partner 7

12 Manufacturing Capabilities & Certifications Daman Unit I: Primary Foil Rolling Facilities 3 advanced aluminium foil cold rolling mills Ancillary equipment include separators, roll grinders, annealing furnaces Inalled capacity of tons per annum at an average gauge of 27, microns Certifications US FDA DMF Type III, ISO 9001:2008 Daman Unit II: Primary Foil Conversion Facilities Advanced laminating, coating and extrusion machines Manufactured plain ock is used but e printing units for cuomized slitting and printing Daman Kolkata Certifications US FDA DMF Type III, ISO 22000:2005,Heal Canada DMF II, BRC certification & Burford Research Goa Goa Facilities Virgin resin is calendared to rigid PVC film, commonly used in ermoforming in pharmaceutical blier pack Sensitive products such as PVC films are coated wi PVdC in is manufacturing facility Capacity: 4200 MT Certifications US FDA DMF Type III, ISO 9001:2008 Baddi US FDA DMF Type III ISO 9001:2008 Daman US FDA DMF Type III ISO 9001:2008 ISO 22000:2005 Heal Canada DMF Type II BRC Certification Burford Research Vasai US FDA DMF Type III ISO 9001:2008 Goa US FDA DMF Type III ISO 9001:2008 Bengaluru ISO 9001:2008 Sikkim ISO 9001:2008 Kolkata US FDA DMF Type III ISO 9001:2008 One of e Few companies in India in Packaging indury to operate on hub and spoke model Has 6 spokes located across India; All spokes have required regulatory approvals Manufacturing plants and spokes are rategically located near sea ports to ensure On time delivery Low Inventory Competitive Pricing Tailor Made offerings 8

13 Annual Report Marketing Strategy, e Road Ahead Ess Dee has a two pronged rategy based on its presence in e domeic and international markets: Domeic Markets - Leadership Positioning Focus on Volume based long term contracts Become major suppliers for e top brands of our key cuomers which is expected to yield higher revenues Launch specialized products using innovation and technology to create competitive advantage. Foray into new product segments in Aluminium foil packaging International Presence - Eablished Presence, expansion mode Focus on expanding presence globally wi special emphasis on e regulated markets of Europe and America rough technology collaboration wi Chemnitz university Partnership wi Global organizations to leverage Ess Dee's robu and Lean manufacturing capability Replicate hub and spoke model by creating spokes in key rategic locations outside India and leveraging e hubs in India Leverage exiing relationships wi MNCs working in India to expand e business in oer geographies 9

14 HR initiatives At Ess Dee, HR initiatives form an integral aspect of our grow rategy in line wi e overall organizational goals. Basic policies encompass 6-monly review of performance Comprehensive Talent Retention Syem New Biometric Attendance Syem and Fully Automated Payroll Syem Continuous progress rough Ideation Ess Dee Shine Ess Dee SHINE was launched in 2015 to create an eco-syem between employees, suppliers and cuomers, ereby nurturing excellence. SHINE ands for : Suainable Humane Innovative Nimble Eical QUARTERLY E-NEWSLETTER The Company circulates a quarterly newsletter from e MD's Office comprising contributions from various employees. This provides a great platform for employees to share eir views, observations, literary skills as well as corporate announcements. It is used as a very important tool for encouraging employee engagement and increasing connect wiin an organization such as Ess Dee which has diverse geographical footprint. Furer, e Company plans to implement various programs at e operational as well as rategic level to suit e nature of its operations and achieve e desired results. Operational Timesheet Analysis Collating Timesheets to gain insight into redundant work for optimum utilization of resources Putting proper metrics, checks and balances are in place Facilitate better time allocation of work in line wi individual KRA and e organisation's overall business goals Supervisory control and self-assessment by employees are bo more efficient wi timesheets in use 10

15 Annual Report Flexi Resource Manpower Optimization rough multi-tasking employee skill development Better manage sudden and unforeseen work load Strategic In-house Job Vacancy Fill-ups Fill up vacancies rough in-house resources whenever / wherever a suitable match is found ereby providing grow opportunities to employees and reducing manpower acquisition cos Succession Plan At all levels, from General Manager onwards, identify and groom junior to officiate in eir absence so as to prepare em for a senior role Leadership Plan Nurture high achievers towards varied roles based on e Competency Mapping Process Implement a comprehensive long-term training and empowering plan for ese resources to keep em motivated and performing at eir peak Circle of Excellence Initiate process at e Corporate Office and subsequently in e Plants Appoint Circle of Excellence, comprising of 6 high performers who aim to reach higher goals Allocate 2 Essdee-ites per mon under em for mentoring and training to build up bo eir functional and behavioural competencies Review at e end of e 6 mons and take e process forward Employee Engagement and Retention Holding emed office days to boo employee morale and reduce monotony at work Having a cock-board of group photos, funny shots, events photos for teams/ departments encourage and foer work relationships Encouraging charity work, volunteering, help team building in a friendly but competitive manner for a cause oer an office work Celebrating achievements and mileones and holding open discussions rough meetings/gaerings such as Town Hall or Brown bag meetings to build confidence Encouraging learning and skill development to build a high productive team 11

16 COMPANY INFORMATION BOARD OF DIRECTORS Mr. Sudip Dutta Mr. Ashis Bhattacharya Mr. T. S. Bhattacharya Mr. Gautam Mukherjee Mr. Dilip Phatarphekar Mr. Ramdas Baxi Mr. Madan Mohan Jain Ms. Vinaya Desai Mr. Satyabrata Ray Chairman Managing Director Independent Director Independent Director Independent Director Independent Director Independent Director Whole Time Director Whole Time Director CHIEF FINANCIAL OFFICER Mr. Subir Kumar Ray COMPANY SECRETARY Mr. Manoj Jain CORPORATE IDENTITY NUMBER L27203WB2004PLC STATUTORY AUDITORS M. P. Chitale & Co. Chartered Accountants Hamam House, Ambalal Doshi Marg, Fort, Mumbai REGISTRAR AND TRANSFER AGENTS Bigshare Services Private Limited E-2/3, Ansa Indurial Eate, Saki Vihar Road Saki Naka, Andheri Ea, Mumbai BANKERS State Bank of India IDBI Bank Limited Bank of Baroda State Bank of Patiala Bank of Maharashtra Axis Bank Limited The Shamrao Vial Co-operative Bank Limited Corporation Bank State Bank of Bikaner and Jaipur REGISTERED OFFICE 1, Sagore Dutta Ghat Road, Kamarhati, Kolkata PLANTS Plot No , Panchal Udyog Nagar P-32, Taratalla Road Bhimpore, Daman Kolkata No. 57/5/2, Bhenslore 1, Sagore Dutta Ghat Road Village Dunea, Nani Daman Kamarhati, Kolkata Plot No. 161, Kundaim Indurial Eate Kundaim, Goa Village & P. O. Hoera P. S. Mogra, Dirict Hooghly 12

17 Annual Report NOTICE NOTICE is hereby given at e Eleven Annual General Meeting of e members of Ess Dee Aluminium Limited will be held at Nazrul Mancha, 1, M. M. Feeder Road, Kolkata on Tuesday, 29 day of September, 2015 at a.m. to transact e following business: ORDINARY BUSINESS: 1. To receive, consider and adopt (a) e audited financial atement of e Company for e financial year ended 31 March, 2015, e reports of e Board of Directors' and Auditors' in respect ereof and (b) e audited consolidated financial atement of e Company for e financial year ended 31 March, To appoint a Director in place of Mr. Ashis Bhattacharya (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment. 3. To consider and if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED That pursuant to e provisions of section 139, 142 and oer applicable provisions of e Companies Act, 2013 and e Rules made ereunder, as amended from time to time, pursuant to e recommendations of e Audit Committee e Company hereby ratifies e appointment of M/s M.P. Chitale & Co,, Chartered Accountants, Mumbai (ICAI Regiration No W) as e Statutory auditors of e Company to hold office from e conclusion of is AGM till e conclusion of 13 Annual General Meeting ( AGM ) of e Company(subject to ratification of eir appointment at e AGM to be held in 2016 to examine and audit e accounts of e Company for e Financial Year on such remuneration plus service tax as may be mutually agreed between e Board of Directors and Auditors and out of pocket expenses.. SPECIAL BUSINESS: 4. To consider and if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 149, 152 read wi Schedule IV and all oer applicable provisions of e Companies Act, 2013 and e rules framed ereunder (including any atutory modification(s) or reenactment ereof for e time being in force) and Clause 49 of e Liing Agreement (as amended from time to time), Mr. Madan Mohan Jain (DIN: ), who has submitted a declaration at he meets e criteria for appointment of an Independent Director as provided in Section 149(6) of e Companies Act, 2013 and whose period of office was liable to retire by rotation under e provisions of Companies Act, 1956 and in respect of whom e Company has received a notice in writing under Section 160 of e Companies Act, 2013 from a member proposing his candidature for e office of Independent Director, being so eligible, be and is hereby appointed as an Independent Director of e Company to hold office for five consecutive years from e conclusion of is Annual General Meeting, not liable to retire by rotation. 5. To consider and if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 149, 152 read wi Schedule IV and all oer applicable provisions of e Companies Act, 2013 and e rules framed ereunder (including any atutory modification(s) or reenactment ereof for e time being in force) and Clause 49 of e Liing Agreement (as amended from time to time), Mr. T.S. Bhattacharya (DIN: ), who has submitted a declaration at he meets e criteria for appointment of an Independent Director as provided in Section 149(6) of e Companies Act, 2013 and whose period of office was liable to retire by rotation under e provisions of Companies Act, 1956 and in respect of whom e Company has received a notice in writing under Section 160 of e Companies Act, 2013 from a member proposing his candidature for e office of Independent Director, being so eligible, be and is hereby appointed as an Independent Director of e Company to hold office for five consecutive years from e conclusion of is Annual General Meeting, not liable to retire by rotation. 13

18 6. To consider and if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 148 and all oer applicable provisions of e Companies Act, 2013, e Companies (Audit and Auditors) Rules, 2014 (including any atutory modification(s) or re-enactment ereof, for e time being in force), Mr. Prasad Sawant, Co Accountants, appointed by e Board of Directors of e Company on e recommendations of e Audit Committee as e Co Auditor for conducting e audit of e Co Records of e Company for e financial year ending 31 March, 2016, be paid remuneration as set out in e Statement annexed to e Notice convening is Meeting and e same is being ratified and approved; RESOLVED FURTHER THAT e Board of Directors of e Company be and is hereby auorized to do all acts and take all such eps as may be necessary, proper or expedient to give effect to is resolution. By Order of e Board of Directors Manoj Jain Company Secretary Date: 14 Augu, 2015 Regiered Office: 1, Sagore Dutta Ghat Road, Kamarhati, Kolkata We Bengal , India CIN: L27203WB2004PLC inveorservice@essdee.in Website: 14

19 Annual Report NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING ( THE MEETING ) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The inrument appointing e proxy should, however, be deposited at e Regiered Office of e Company duly completed, amped and signed not less an 48 hours before e commencement of e Meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in e aggregate not more an ten percent of e total share capital of e Company carrying voting rights. A member holding more an ten percent of e total share capital of e Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any oer person or shareholder. 2. Corporate members intending to send eir auorised representatives to attend e meeting are requeed to send a certified copy of e Board Resolution auorizing eir representative to attend and vote on eir behalf at e Meeting. A proxy shall not have e right to speak at e meeting. The proxy holder shall prove his / her identity at e time of attending e meeting. 3. Route Map of Venue of e Meeting is attached wi e Notice. 4. A Statement pursuant to Section 102(1) of e Companies Act, 2013, relating to e Special Business to be transacted at e Meeting is annexed hereto. 5. The Regier of Members, Regier of Beneficial Owners and Share Transfer Books of e Company will remain rd closed from Wednesday, 23 September, 2015 to Tuesday, 29 September, 2015(bo days inclusive). 6. Brief Resume of e Directors, who are proposed to be appointed / re-appointed, nature of eir expertise in specific functional areas, names of e companies in which ey hold directorships and memberships / chairmanship of Board Committee relationships between directors inter-se and shareholding as ipulated under Clause 49 of e Liing Agreement entered into wi e Stock Exchanges, are provided in e Corporate Governance Report forming part of e Annual Report. 7. Shareholding of Directors seeking appointment / re-appointment: Mr. Ashis Bhattacharya holds 2 Equity Shares of e Company. Mr. Madan Mohan Jain and Mr. T.S.Bhattacharya, Independent Directors of e Company do not hold any shares in e Company. 8. Members are requeed to: a) bring eir attendance slip duly filled, signed and deliver e same at e entrance of e meeting hall. b) send eir queions to e Company, at e Corporate Office at lea 10 days before e Annual General Meeting for obtaining any information as regards accounts and operations of e Company so at e same could be compiled in time and made available at e meeting. 9. Members holding shares in dematerialised form are requeed to intimate all changes pertaining to eir bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name and address, etc. to eir Depository Participant only and not to e Company's Regirar and Transfer Agents, Bigshare Services Private Limited. Changes intimated to e Depository Participant will en be automatically reflected in e Company's records which will help e Company and Bigshare Services Private Limited to provide efficient and better services. Members holding shares in physical form are requeed to intimate such changes to Bigshare Services Private Limited. 10. Members holding shares in physical form are requeed to consider converting eir holding to dematerialized form to eliminate all risks associated wi physical shares and for ease in portfolio management. Members can contact e Company or Bigshare Services Private Limited, for assiance in is regard. 15

20 11. Members are requeed to note at dividends not encashed / claimed wiin 7 years from e date of declaration of dividend will be transferred to Inveor Education and Protection Fund (IEPF). After transfer of e said amount to IEPF, no claims in is respect shall lie again IEPF or e Company. Pursuant to e provisions of Inveor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying wi companies) Rules, 2012, e Company has uploaded e details of unpaid and unclaimed amounts lying wi e Company as on 27 September, 2014 (date of la Annual General Meeting) on e website of e Company ( as also on e Miniry of Corporate Affairs website. 12. Members who have not yet encashed eir dividend warrants for e financial year , are requeed to make eir claims wiout any delay to Bigshare Services Private Limited. It may be noted at e unclaimed dividend for e financial year declared on 31 July, 2008 can be claimed by e members by 5 September, Members can avail of e facility of nomination in respect of shares held by em in physical form pursuant to e provisions of Section 72 of e Companies Act, Members desiring to avail of is facility may send eir nomination in e prescribed Form duly filled in to Bigshare Services Private Limited at eir address. 14. Pursuant to e provisions of Sections 101 and 136 of e Companies Act, 2013 read wi e Rules framed ereunder, e Notice calling e Annual General Meeting alongwi e Annual Report being sent by electronic mode to ose Members whose addresses are regiered wi e Depository or e Company's Regirar and Transfer Agents, unless e members have requeed for a physical copy of e same. For members who have not regiered eir addresses, physical copies would be sent by e permitted mode. Members are requeed to support is Green Initiative by regiering / updating eir addresses wi e Depository Participant (in case of shares held in dematerialized form) or wi e Company's Regirar and Transfer Agents (in case of shares held in physical form). Members may also note at e Notice of e Meeting and e Annual Report will also be available on e Company's website for eir download. 15. Inveor Grievance Redressal : The Company has designated an exclusive ID viz. inveorservice@essdee.in to enable inveors to regier eir complaints, if any. 16. Voting rough Electronic means: In compliance wi provisions of Section 108 of e Companies Act, 2013, read wi Rule 20 of Companies (Management and Adminiration) Rules, 2014, as amended by e Companies (Management and Adminiration) Rules, 2015 and Clause 35B of e Liing Agreement, e Company is pleased to provide members facility to exercise eir right to vote on resolutions proposed to be considered at e Annual General Meeting by electronic means and business may be transacted rough remote e-voting services. The facilities of caing e vote by e members using an electronic voting syems from a place oer an venue of AGM ( remote e-voting ) will be provided by e Central Depository Services (India) Limited (CDSL). The facilities for voting rough Ballot paper shall be made available at e AGM and members attending e meeting who have not ca eir vote by remote e-voting shall be able to exercise eir right at e meeting rough ballot paper. The inructions for shareholders voting electronically are as under: (i) The voting period begins on Friday, 25 September, 2015 at (9:00 AM) and ends on Monday, 28 September, 2015 (5:00 PM). During is period shareholders' of e Company, holding shares eier in physical form or in nd dematerialized form, as on e cut-off date Tuesday, 22 September, 2015 may ca eir vote electronically. The e-voting module shall be disabled by CDSL for voting ereafter. (ii) Shareholders who have already voted prior to e meeting date would not be entitled to vote at e meeting venue. (iii) The members who have ca eir vote by 'remote e-voting' prior to e date of AGM may also attend e AGM. (iv) The shareholders should log on to e e-voting website During e Voting period. (v) Click on Shareholders. 16