BOARD'S REPORT $

Your Directors are pleased to present the 34th Annual Report of the Company with Audited Financial Statement for the year ended March 31, 2016

PERFORMANCE REVIEW AND THE STATE OF  COMPANY'S AFFAIRS

Performance of your company has a strong connection to the performance of the rural and semi-urban economies of our country. Due to two consecutive below average monsoons, sluggishness in the economy continued during the financial year under review. There was no agility in the market due to poor demand conditions. Amidst the gloomy economic environment, strategies like aggressive ad campaign, improved operational efficiency, strengthening the Distribution reach, developing new markets and focusing more on higher realization applications etc., helped your company to show a reasonably good performance during the financial year under review.

The Company's key performance indicators are as under:

• Revenue from operations decreased marginally by 2% to 1005 Crores from 1021 Crores of previous year.

• Cash Profit increased marginally to Rs.76.68 Crores from Rs.76.30 Crores of previous year.

• Net Profit increased to Rs.24.43 crores from Rs.21.24 crores of previous year.

• The capital expenditure for 2015-16 was Rs.18.68 Crores, which was principally on account of ongoing expansion undertaken at the Textile Plant at Nagpur and other normal capital expenditure at various units.

There is no change of business during the year under review.

Your Company's shares are listed on the National Stock Exchange (NSE) and Bombay stock exchange Limited (BSE). Variations in the market capitalisation and price earnings ratio are provided hereunder:

Your Company made its initial public offer of equity shares in 1984-85. The closing price (quoted on stock exchanges) of your Company's share of Rs.10/- each fully paid-up as at March 31, 2016 and March 31, 2015, are 529% and 460% respectively over the price of last public offer made in the year 1991-92.

No material changes and commitments occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

During the year under review:

1. The Hon'ble Arbitral Tribunal constituted to adjudicate the dispute between your Company and M/s. Hyderabad Cricket Association (HCA) with regard to violation of certain Advertisement and displaying rights etc., granted in pursuance of an agreement entered on 16.10.2004 by HCA, passed an award dated March 15, 2016. As per the award it was held inter-alia, that the termination of the agreement by HCA is unsustainable and bad in law and thus, Rs.25.92 Crores were awarded as damages for the various violations committed by HCA under the agreement. Your Company awaits the compliance of the same by HCA.

2. In a defamation suit filed by your company, inter-alia, against Google Inc. USA, Hon'ble 1st Additional Chief Judge, City Civil Court, Secunderabad, the Appellant Court has set aside the judgment cum decree of the trial court, pursuant to which, withdrawal of certain defamatory material placed on the Google blog by one Mr. Gopala Krishna, against your Company including promoters was ordered.

The said person, an anti-asbestos lobbyist with vested interest, had posted certain derogatory remarks against the Company's Asbestos Cement Sheets business and Promoters on a blog banasbestosIndia hosted by Google Inc. through Google India Pvt. Ltd. Aggrieved by the said post, your Company pursued the matter with Google Inc. USA and vexed with its attitude had filed a suit in the nature of mandatory injunction directing Google Inc. to remove the said content.

The said lobbyist neither presented himself nor represented even once and his whereabouts are also not known. As on date the said content is not yet withdrawn and the compliance of the Appellate Order by Google Inc., USA., is awaited.

DIVIDEND AND GENERAL RESERVE

Your Directors declared interim dividend of Rs.3/- (i.e., 30%) per share of Rs.10/- each during the financial year under review. Your Directors recommend payment of Final Dividend of Rs.2/- (i.e. 20%) per share of Rs.10/- each for the said Financial Year. With the above, the total dividend recommended would be Rs.5/- (i.e., 50%) per share of Rs.10/-, which is on par with the previous year of Rs.5/-per share (i.e. 50%). The Company is absorbing Corporate Dividend Tax of Rs.161.65 Lakhs on the said Dividend.

Your Company proposes to transfer Rs.1,500 lacs to the general reserve for the financial year ended March 31,  2016.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is in the Business of Manufacture and Sale of Cement Asbestos Sheets, Fiber Cement Sheets (V-Boards), Panels and Spinning (Synthetic Spun Yarn). Segment-wise Management Discussion and Analysis is provided hereunder:

A. BUILDING PRODUCTS

i. Cement Asbestos Business

Industry structure and developments:

This industry exists for the last 80 years in India.

Cement Asbestos Products continue to be in demand because of the efforts made in making inroads into rural markets for the product, its affordability and other qualities such as corrosion resistance, weather and fire proof nature.

Currently there are about 20 entities in the Industry with about 72 manufacturing plants with an annual capacity of 57.00 Lac MT throughout the Country. The products are marketed under their respective brand names mainly through dealers for the retail segment and directly for projects and government departments.

Opportunities and threats:

Cement asbestos sheets are mainly used as roofing materials in rural and semi-urban housing and by industries and poultry sector.

Cement asbestos sheets are popular as they are inexpensive; need no maintenance and last long when compared to competing products such as thatched roofs, tiled roofs and galvanized iron sheets.

According to the information gathered by the Company, about 60% of rural people use thatched roof/tiles for the shelter. Thatched roof need regular replacement and tiled roof needs continued maintenance. Therefore, whenever the economic conditions improve, the first choice of the rural poor is to replace the roof over their head with the affordable and relatively durable product i.e. Cement Asbestos Sheets. Therefore, your Company sees increased potential for usage of Cement Asbestos Sheets in rural areas.

Presence of increased alternative products in the recent past like Galvam and other metal colour coated sheets is creating some impact on the sales volumes of this product  to some extent. However, your Company is introducing new colour coated sheets to overcome the same.

Risks and concerns:

Lack of entry barriers: Lack of entry barriers is attracting new entrants into this line of business.

Activities of Ban Asbestos Lobby: The activities of the Ban Asbestos Lobby instigated by the manufacturers of substitute products continue to be a matter of concern.

Outlook:

In the last year, growth of the Industry was not encouraging due to tight monetary conditions, low demand, low spend on infrastructure development, compounded by pressure on prices and also change of consumption pattern among the users. However, your Company could reduce the said impact to some extent by resorting to aggressive marketing strategies.

Your Company is continuously striving to enhance the product's distribution reach and increased market presence by strengthening network of stockists, resorting to aggressive advertisement campaign and introduction of new colour coated sheets. These, coupled with inherent advantages associated with the product such as cost affordability etc., are expected to result in a growth rate of 5% to 10% in the next fiscal.

ii. Boards

Industry structure and developments:

There are 8 players in the industry producing identical or  similar products with an annual capacity of 396000 MT.

Opportunities and threats:

Fibre Cement Boards (FCB) are environment friendly, save time, cost effective as well as a good substitute for wood and thus help in reducing deforestation. Further it can also be a substitute for gypsum board in certain applications. These products have good aesthetics appeal. They can be used both internally and externally. They are also durable and have a life of over 25 years or more with proper maintenance. Further, the product has Triple advantages of Fire, Water and termite resistance. FCB lends itself to any type of finish - paint, laminate, wall paper, tiles, marble etc.

FCB products are well accepted in Office and Commercial Segments. Of late, Hotel Industry started accepting

Drywalls as Guest Room Dividers. Wet Area application with the product has become an accepted norm and its ability to take the finish of Marble or Tiles is an added advantage.

As far as the Residential Segment is concerned, the entry level is with False Ceiling Tiles in bathrooms. In living rooms and kitchens, the product can be used as shelves and cupboards, because FCB does not get affected by Termite and it is a long life product; External Cladding with

V Premium Boards, Front Elevation with V Premium Planks and Duct Covering to service pipes are well appreciated & accepted by leading builders in lndia; Residential dwelling units with all internal walls made of FCB are catching up very fast.

V Premium stands the test of time, when exposed to different weather conditions; High levels of Fire Resistance (up to 3 hrs fire rating) and Noise Reduction Levels (up to 55 dB) enables easy entry of V Board, in to Hotel Segment. Increased awareness to FCB will help acceptance and market growth. Visaka is the only Company to have Green Certification from CII, for its Non Asbestos Fiber Cement Board Products.

On the negative side, Cellulose pulp has to be imported. Compared to wood and plywood, workability is a matter of concern. Further, initial handling is comparatively difficult. While consumers are preferring this product, the applicators like Carpenters are resisting initially due to difficulty in working on FCB compared to Plywood. Your Company is in the process of educating the applicators, through theoretical and practical training programmes, to ensure better acceptance.

Risks and Concerns:

Lack of entry barriers as well as import of cement board materials from Philippines/Thailand/China and Malaysia are matters of concern.

Outlook:

The industry is growing at an average rate of 15%. Saudi Arabia and Middle East markets are slightly down due to drop in crude oil prices, which is a matter of concern. To offset the same, your Company is exploring opportunities in African countries like Tanzania, Kenya; focusing on other Asian countries like Nepal, Sri Lanka and Pakistan. Your Company has enquiries from Philippines also. New applications for Acoustics and Tile underlay, wall lining

etc., is gaining popularity. As Plywood is turning out to be costlier, it is expected that manufacturers will shift towards Cement boards.

iii. Panels

Sandwich Panels are in demand in the market, for use as Partition Material. The 'Reinforced Building Board Sandwiched Panels' are made of two fibre-reinforced cement sheets enclosing a lightweight core. These panels are fully cured at factory and are ready for installation. These panels are cheaper compared to masonary partitions / wood partitions and are also easy to fix and takes comparatively less time for installation.

Performance of Building Products Division

As against a production of 855293 tonnes made during the previous year the Division has produced 797157 tonnes during the Financial Year ended 31st March, 2016. The sales during the Financial Year Ended on 31st March, 2016 is 796239 tonnes as against 805604 tonnes during the previous Financial year, registering a marginal decrease of 1.16%.

The net turnover of Building Products Division during the year was Rs.818 crores as compared to Rs.833 Crores during the previous year. The decrease was due to the subdued market conditions, modest growth in agriculture sector in the country coupled with change of consumption pattern among the users. The reduction is more on account of cement asbestos products while there is growth in the FCB business.

B. SYNTHETIC YARN BUSINESS

Industry structure and development: The year 2015-16 witnessed wide fluctuation in oil price between USD 28 and USD 70 per barrel, resulting in bottoming out of prices of petroleum products including Polyester fibre. This led to wild swings in the demand for Polyester based yarns. Timely purchase of raw material and execution of yarn contracts significantly helped your Company to reduce the impact of the vagary in oil prices. As a result of reduction in raw material and yarn prices in the year under review, the turnover of the company was less by about 8 Crores, though the volume of sales went up by about 241 tonnes.

The uncertainty in Chinese economy and its manufacturing facilities also had an impact on the supply side of yarns globally. There were not many new installations of Spinning capacity.

As the oil price is expected to increase in the coming months, it is expected that the demand for textiles will pick up and your Company is expected to perform better  in 2016-17.

Opportunities and threats:

With more and more customers consistently requiring good quality yarns, demand for your Company's yarns will continue to grow. Since, your Company has the largest installation of Murata Twin jet installation in the world, customers approach willingly as one-stop shopping for all their airjet spun yarn needs. The continued increase in per-capita consumption of textiles in India also provides further opportunities.

The El Nino effect which brought drought to India, resulted in water shortage for the fabric processing units. The temperature is set to decline from June 2016 onwards. With the onset of La Nina, bountiful rain all over the country is expected, which should trigger growth in textile business.

With more than 11 million cotton bales in stock (equivalent to half of annual global production), China is expected to flood the market with cotton fibre, which may result in lower price for cotton. Polyester, being a substitute for Cotton will also have immediate impact, in spite of increasing oil price. This could be a threat during the year  2016-17.

With India being the only well managed country amongst the BRICS nations, Rupee has strengthened from about Rs. 69/- to about Rs. 66/- during the first 2 months of 2016­17. If this strengthening trend of Indian Rupee continues, it will affect the export margins.

Risks and concerns:

The improved power situation in India during the last year is helping the spinners in Tamilnadu to compete with our fine yarns with attractive prices. This may affect your Company's profitability. The ongoing expansion of spinning capacity of your Company will give an additional production of about 250 tons per month from September 2016 onwards. Steps are initiated for improving Company's customer base for selling this additional volume. Any delay in acquiring new customers may increase its medium term inventory levels.

Production and Sales volumes:

The production in the spinning unit during the year 2015-16 was 9290 metric tonnes as compared to 8900  metric tonnes during the previous year. The sales were 9199 metric tonnes of yarn (including export of 2429 metric tonnes) during the year under review as compared to 8958 metric tonnes of yarn (including export of 2095 metric tonnes) in the previous year.

Financial Performance:

The net turnover of this division during the Current Year was Rs. 172 crores compared to Rs. 180 crores during the previous year.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate systems of internal financial controls commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power with authority limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management decisions and legal compliances. The Company uses ERP (Enterprise Resource Planning) system to record data for accounting and connects online to different locations for efficient exchange of information. This process ensures that all transaction controls are continually reviewed and risks of inaccurate Financial Reporting, if any, are dealt with immediately.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

Your Company believes that Human Resource is its most valuable resource and it is the quality and dynamism of human resources that enables it to make a significant contribution to enhance stakeholders' value. Your Company has taken a lot of initiatives to train its employees both in-house as well as through reputed Institutes. Your Company always strives to maintain good work culture, ethics, values and rewarding remuneration packages to keep its staff highly motivated.

During the year, the industrial relations at all the workplaces of the Company were cordial.

Your Directors would like to record their appreciation of the efficient and loyal service rendered by the Company's employees.

FIXED DEPOSITS

During the year under review, your Company has accepted deposits of Rs. 5.38 Crores from the public and shareholders. The amount of deposits outstanding as on March 31, 2016 was Rs. 10.88 Crores out of which Rs.9.98 Crores was accepted under the provisions of Chapter V of the Companies Act, 2013 (new Act) and the balance of Rs.0.90 Crores was accepted as per the provisions of the Companies Act, 1956 (old Act).

In this regard, it is further stated that

a) there were no deposits lying unpaid or unclaimed at the end of the year i.e. 31.03.2016;

b) There has been no default in repayment of deposits or payment of interest thereon during the year;

c) There are no deposits lying with the Company which are not in compliance with the requirements of Chapter V of the new Act other-than the deposits accepted under the provisions of old Act as aforesaid and

d) As provided under the new Act, the outstanding deposits accepted under the provisions of previous Act are being repaid as per the terms of each deposit.

UNCLAIMED DIVIDEND

As per the provisions of Section 205C of the Companies Act, 1956, unclaimed dividend amount of Rs. 8,84,304/-in respect of the year 2007 - 2008 has been transferred to Investor Education and Protection Fund on 03.09.2015 upon expiry of the mandatory 7 years period.

BANKS AND FINANCIAL INSTITUTIONS

Your Company has been prompt in making the payment of interest and repayment of loans to the Financial Institutions and interest on working capital to the banks. Banks and Financial Institutions continue to give their unstinted support. The Board records its appreciation for the same.

CORPORATE SOCIAL RESPONSIBILITY

Your Company, as a responsible Corporate Citizen established Visaka Charitable Trust in the year 2000, as a non-profit entity, to support initiatives that benefit the society at large. The Trust had been already undertaking various activities like provision of drinking water by digging  bore wells, construction of irrigation tanks in remote villages, building of Class Rooms in Schools and Colleges, reimbursement of salaries of teachers and supply of class room furniture and conducting health camps.

Keeping in view the above, your Board, thought it appropriate to spend CSR expenditure as mandated under Section 135 of the Companies Act, 2013 either in part or full through the same trust i.e., Visaka Charitable Trust, objectives of which entail, it to undertake the CSR activities as contemplated under Schedule VII of the Companies Act, 2013. Your company has during the financial year under review, out of the prescribed CSR expenditure amounting to Rs.85.01 Lacs, spent an amount of Rs29.01 Lakhs directly and the balance amount of Rs.56.00 Lakhs by way of contribution to the trust.

A report on CSR activities as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules,  2014 is enclosed herewith as Annexure - 1. Your Board undertakes to spend the amount towards the aforesaid identified CSR activities through the trust as per the CSR policy of the Company. CSR policy of the Company may be accessed on the Company's website at the link: www.visaka.in/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In pursuance of Article 130(e) of Articles of Association of the Company, Shri. G. Vamsi Krishna, Whole-time Director is liable to retire by rotation at the ensuing annual general meeting and being eligible, offers himself for reappointment.

All the independent Directors have given declarations stating that for the financial year 2016-17, they meet the criteria of Independence as contemplated under Section  149(6) read with Schedule IV to the Act/SEBI (Listing  Obligations and Disclosures Requirements) Regulations,  2015 and the same was taken on record by your Board in its meeting held on 10th May, 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company state that:

a. in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures; the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013.

b. they have 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 of the company for the same period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls in the company that are adequate and were operating effectively.

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report.

AUDITORS AND AUDITORS' REPORT

Statutory Audit:

M/s. M. Anandam & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office for a period of three years from the conclusion of Annual General Meeting of the Company held on 25.07.2014. The said appointment needs to be ratified by the members of the Company at every annual general meeting during the said period. The Statutory Auditors have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

As required above, the Board has, after considering the recommendations of its Audit Committee, incorporated a suitable resolution for your consideration in the notice calling ensuing Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report neither contain any qualification, reservation or adverse remark  nor reported any incident of fraud to the Audit Committee or Board for the year under review.

Cost Audit:

In terms of notification dated December 31, 2014 read with the Companies (Cost Records and Audit) Rules, 2014, under Companies Act, 2013, M/s. Sagar & Associates, Cost Accountants, Hyderabad were appointed as Cost Accountants of the Company for conducting the Cost Audit of Building Products Division as well as Textiles Products Division for the financial year 2015-16 at a remuneration of C1,50,000/- exclusive of out of pocket expenses and applicable taxes which was ratified by you at the 33rd Annual General Meeting of the Company.

Further, the Board after considering the recommendations of its Audit Committee, resolved to appoint the aforesaid firm as cost auditors for the financial year 2016-17 and appropriate resolutions in above connection seeking your approval, have been included in the notice calling ensuing Annual General Meeting of the Company.

Pursuant to section 148(6) of Companies Act, 2013 read with rule 6(6) of the Companies (cost records and audit) Rules, 2014, cost audit report for the financial year ended March 31, 2015 was filed with the Central Government on September 22, 2015.

Secretarial Audit:

Pursuant to Section 204 of the Companies Act, 2013, your Board appointed M/s Tumuluru & Co., Practicing Company Secretaries, Hyderabad as Secretarial Auditors for the financial year 2015-16 and Secretarial Audit Report for the Financial Year ended 31st March, 2016 is enclosed herewith as Annexure-2.

CRITERIA FOR IDENTIFICATION, APPOINTMENT, REMUNERATION AND EVALUATION OF PERFORMANE OF DIRECTORS

Your Company constituted Nomination and Remuneration Committee (hereinafter referred to as "the Committee"), to oversee, inter-alia, matters relating to:

a) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

b) formulate the criteria for determining qualifications,positive attributes and independence of a director;

c) recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees;

d) carry out evaluation of every director's performance including that of Independent Directors and

e) devise a policy on Board Diversity

Criteria to be followed for identification, appointment, remuneration and evaluation of performance of directors including Company's Board diversity etc., as approved by the Board, aids the committee in discharging aforesaid functions.

The criteria for appointment, qualifications and positive attributes along-with remuneration policy as applicable to Directors, KMPs and other Senior management personnel and criteria to be followed for performance evaluation of each director including Independent Directors of the Company is enclosed herewith as Annexure - 3

FORMAL ANNUAL EVALUATION MADE BY THE  BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company believes that it is the collective effectiveness of the Board that impacts Company's performance and thus, the primary evaluation platform is that of collective performance of the Board as a whole.

The parameters for Board performance evaluation, as laid under evaluation criteria adopted by the company, have been derived from the Board's core role of trusteeship to protect and enhance shareholder value as well as fulfil expectations of other stakeholders through strategic supervision of the Company.

The said criteria also contemplates evaluation of Directors based on their performance as directors apart from their specific role as independent, non-executive and executive directors as mentioned below:

a. Executive Directors, being evaluated as Directors as mentioned above, will also be evaluated on the basis of targets / Criteria given to executive Directors by the board from time to time as well as terms of their appointment.

b. Independent Directors, being evaluated as a Director, will also be evaluated on meeting their obligations connected with their independence criteria as well  as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013. The criteria also specifies that the Board would evaluate each committee's performance based on the mandate on which the committee has been constituted and the contributions made by each member of the said committee in effective discharge of the responsibilities of the said committee.

The Board of Directors of your Company has made annual evaluation of its performance, its committees and directors for the financial year 2015-16 based on afore stated criteria.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-4

PARTICULARS OF LOANS, GUARANTEES OR  INVESTMENTS

Details of investments and inter corporate deposits made by the Company, are given in the notes to the Financial Statements (Please refer Note Nos.12 and 17.1). During the year under review, your Company did not give any other loans or guarantees, provide any security or made any Investments as covered under Section 186 of the Companies Act, 2013, other than as disclosed above.

RELATED PARTY TRANSACTIONS

Related party transactions entered during the financial year under review are disclosed in Note No.28 of the Financial Statements of the company for the financial year ended March 31, 2016. These transactions entered were at an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure-5

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://www.visaka.in/vilrptpolicy.pdf>

RISK MANAGEMENT FRAMEWORK

As a diversified enterprise, your Company believes that, periodical review of various risks those have a bearing on the business and operations is vital to proactively manage uncertainty and changes in the internal and external environment so that it can limit negative impacts and capitalize on opportunities. Risk management framework enables a systematic approach to risk identification, leverage on any opportunities and provides strategies to manage, transfer and avoid or minimize the impact of the risks and also helps to ensure sustainable business growth with stability of affairs and operations of the Company.

Keeping the above in view, your Company's risk management is embedded in the business processes. As a part of review of business and operations, your Board with the help of the management periodically reviews various risks associated with the business and products of the Company and considers appropriate risk mitigation process. However, there are certain risks which cannot be avoided but the impact can only be minimized. The risks and concerns associated with each segment of your company's business are discussed while reviewing segment-wise Management and Discussion Analysis. The other risks that the management reviews also include:

a. Industry & Services Risk: this includes Economic risks like demand and supply chain, Profitability, Gestation period etc.; Services risk like infrastructure facilities; Market risk like consumer preferences and distribution channel etc.; Business dynamics like inflation/deflation etc.; Competition risks like cost effectiveness.

b. Management and Operational Risk: this includes Risks to Property; Clear and well defined work process; Changes in technology / up gradation; R&D Risks; Agency network Risks; Personnel & labour turnover Risk; Environmental and Pollution Control Regulations etc.; Locational benefits near metros.

c. Market Risk: this includes Raw Material rates; Quantities, quality, suppliers, lead time, interest rate risk and forex risk.

d. Political Risk: this includes Elections; War risk; Country/Area Risk; Insurance risk like Fire, strikes, riots and civil commotion, marine risk, cargo risk etc.; Fiscal/Monetary Policy Risk including Taxation risk.

e. Credit Risk: this includes Creditworthiness; Risk in settlement of dues by clients and Provisions for doubtful and bad debts.

f. Liquidity Risk: this includes risks like Financial solvency and liquidity; Borrowing limits, delays; Cash/Reserve management risks and Tax risks.

g. Disaster Risk: this includes Natural calamities like fires, floods, earthquakes etc.; Man made risk factors arising under the Factories Act, Mines Act etc.; Risk of failure of effective disaster Management plans formulated by the Company.

h. System Risk: this includes System capacities; System reliability; Obsolescence risk; Data Integrity risk & Co-ordination and Interface risk.

i. Legal Risk: this includes Contract risk; Contractual liability; Frauds; Judicial Risk and Insurance risk.

j. Government Policy: This includes Exemptions, import licenses, income tax and sales tax holidays, subsidies, tax benefits etc.

Further your Board has constituted a Risk Management  Committee, inter-alia, to monitor and review the risk  management framework.

OTHER DISCLOSURES

Board Meeting

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance on page no. 62 of this Annual Report.

Audit Committee

The Audit Committee comprises Independent Directors namely Shri B.B.Merchant (Chairman), Shri. VPattabhi and Shri. Gusti J. Noria apart from Smt. G. Saroja Vivekanand, Managing Director. All the recommendations made by the Audit Committee were accepted by the Board.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-6.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.visaka.biz  under investors/policy documents/Vigil Mechanism Policy link.

Particulars of Employees and related disclosures In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed herewith as Annexure-7.

Remuneration ratio of the Directors / Key Managerial Personnel/ Employees: Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure-8

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were  no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

iv. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

On behalf of the Board of Directors

BHAGIRAT B. MERCHANT

Chairman

Place: Secunderabad

Date: 10.05.2016