Board’s Report

To the Members,

Your Directors are pleased to present their Twenty Fourth Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on March 31, 2017.

The Directors feel it appropriate to present the consolidated financial performance of the Company in the manner set out below, which factors the prevailing geo-political and economic environments and the associated risks and rewards.

(Figures in Rs, /Crore)

Your Directors have made the following appropriations out of the standalone profits of the Company:

(Figures in Rs, /Crore)

Surplus in the Statement of Profit and Loss

* Net of the Dividend Distribution Tax credit of Rs, 2.8 Crore on account of dividend received from subsidiary companies.

Financial Performance of the Company

The Standalone and Consolidated Financial Statements of the Company for the Financial Year 2016-17 have been prepared, for the first time, in accordance with the Indian Accounting Standards (Ind AS) as required under the Companies Act, 2013.

The consolidated revenues of your Company was Rs, 41,156.1 Crore as against Rs, 35, 476.2 Crore in the previous year registering a growth of 16% . The consolidated net profit for the year grew by 9.6% to Rs, 464.2 Crore for 2016-17 as against Rs, 423.5 Crore in the previous year. The Company completed ten years of listing during the financial year with revenue CAGR of 17% and profit CAGR of 16%.

The Earnings Per Share (EPS) on a consolidated basis (based on weighted average number of shares during the year) increased to Rs, 11.6 for the year under review as compared to Rs, 10.6 for the previous year.

A detailed analysis on the financial performance of the Company is given as part of the Management Discussion and Analysis report, which forms part of this report.

Statement on the salient features of the financial statements of Subsidiaries and Associate in the prescribed Form AOC 1 is appended as part of this report. The details of the subsidiaries incorporated during the financial year under review are given as part of notes to the consolidated financial statements.

Dividend

During the last financial year, the Board of Directors had declared a Special (Interim) Dividend of Rs, 2/- per share (i.e. 100% of the Face Value), to commemorate the completion of 10 years of listing on the bourses.

In addition, considering the improved performance of the Company, the Directors are pleased to recommend an enhanced dividend of Rs, 2.30 per share (i.e.115% of the Face Value) for the year ended 31st March 2017 as compared to Rs, 2.10 per share (i.e. 105% of the Face Value) for the previous year.

Indian Operations Information Technology Products

Personal Computing & Printing

Rising incomes have led to improvements in the standard of living. This, coupled with quicker adoption to changing trends has perceptibly transformed consumer behavior and spending patterns. These changes have negatively impacted the demand and purchasing frequency of IT products by the consumers. This trend which revealed itself over the past few years, is now more evident with proliferation of low-cost, big screen smart phones, which offer a compelling substitute to a PC for content consumption.

The absence of forceful demand drivers along with the effects of demonetization in the second half of the year adversely impacted the consumer segment. Your Company, however, overcame these challenges and grew its revenue in the PC space faster than industry, through systematic expansion of the partner base and effective capitalization of opportunities presented by the E-Commerce industry.

Some strategies which helped us grow the overall Consumer Group revenues are:

- Proactive strategic alignment with Acer, a brand which was looking to recover its growth momentum in the Consumer PC market.

- Rapid alignment with HP's Go-to-Market (GTM) strategy and to their objectives for growing their share in the A3 print segment. This, coupled with alignment with HP in their GTM strategy for Ink-Tank based printers, helped us generate growth in the Small Office/Home Office segments and gain wallet-share with HP.

- Successful capitalization of a growing opportunity in the E-Commerce segment's demand for external hard drives. This was possible due to a strong collaboration with Western Digital (WD) and proactive planning towards Just-In-Time (JIT) inventory to efficiently cater to the segment's demand pattern.

Future growth in the Consumer segment would be ensured through active participation in all possible growth opportunities (including the gaming segment), enabled by strong partnerships with key vendors & partners and through incremental enhancement of the portfolio.

Commercial, Enterprise & Infrastructure

The changing business mix of your Company has mirrored the growing technology adoption by Indian customers over the years. Your Company has kept pace with the fast changing demand pattern for technology products and solutions through proactive investments in skills and resources. This has enabled your Company evolve from a Volume Distributor of basic PC products to a Value Added Distributor for Enterprise grade Systems and recently, to a Solution oriented Distributor for its Technology vendors and partners.

Your Company's revenues in the Commercial, Enterprise & Infrastructure space grew on the back of strong engagement with technology vendors and aggressive participation in all available opportunities.

Growth in the Enterprise segment during FY 16-17 was fueled largely by infrastructure upgrades carried out by customers in the Telecom and BFSI segments. Investments in IT products and solutions remained guarded in the other Enterprise sectors. After showing buoyancy over the past few years, demand in the SMB and mid-market segment remained lackluster during the last fiscal.

Future growth in this segment is expected to be fueled strongly by Government investments for digitization of the country through the Smart City & Digital India projects. Your Company is strongly positioned to leverage the opportunities that will potentially arise from these investments.

Mobility

Over the years, your Company has successfully built a niche for itself in the Mobility space through strong partnerships with select Smartphone brands. Apart from being one of the largest partners for the Apple iPhone portfolio, during FY 16-17 it also secured the contract to distribute Google's Pixel brand of smart phones in India.

The company considers E-Commerce as a valuable GTM path and during the year under review, generated 16% of its domestic mobility revenues from the E-Commerce players.

The Smartphone space will continue to provide growth opportunities in the coming years and your Company will aim to take advantage of the same through judicious addition to its portfolio.

Services

Cloud Services

Cloud Computing being clearly established as the future of buying and consuming IT infrastructure and Services, your Company has made significant investments over the past two years towards building its capabilities as a Distributor and Services provider for Cloud products and Solutions. It is building its offerings in the Cloud space in partnership with the Big Four in the Cloud Business - Amazon Web Services (AWS), Microsoft, IBM and Oracle. Your Company offers Cloud Consulting, Migration, Support and Managed Cloud Services and has gained early recognition in this area from Oracle as "The Cloud (laas/PaaS) Transformation Partner of the year 2016-17".

It has launched a "state of the art" Unified Digital Cloud Business Platform, integrated across multiple cloud technology vendors, products and Cloud Services. This essential, self-service platform offers your Company's partners and customers a seamless interface for selecting and ordering products and services from a catalogue, while allowing a choice of monthly / quarterly / annual billing, as per individual consumption patterns.

Other Services

Your Company was an early investor in the digital printing space and we are now witnessing a transition of several applications from conventional commercial printing to digital printing. Printing technology providers like HP have developed products and solutions to address the "print on-demand" requirements of a rapidly growing class of customers in this digital age. It is a matter of great pride for your Company that its "Centre of Excellence" for Digital Printing Technology is one of its kind in the country and has been recognized by HP as best-in-class in Asia.

Application and usage of 3D Printing technology is evolving at a rapid pace and your Company expects increasing adoption of this technology in verticals like Automobiles, Education, R&D, Manufacturing, Aviation, Defense and Health Care, where there is a growing demand for customized parts at an optimal price, with the shortest possible lead time for design and development. To capture this opportunity and build an early mover advantage, your Company is investing in a digital parts manufacturing unit.

Automated Distribution Centers

The Automated Distribution Centers (ADCs) located in Chennai & Kolkata are leased out to and operated by ProConnect Supply Chain Solutions Limited, a wholly owned subsidiary. Operations out of these ADCs have demonstrated your Company's capabilities in bringing efficiency through automation and process orientation in a cost-efficient manner in compliance with best practices in the Supply Chain business. The ADCs are equipped with Very Narrow Aisle (VNA) design and use hand-held, Radio Frequency controlled devices. Phase 2 expansion of Chennai ADC has been rolled out to meet the growing capacity needs for such state-of-the-art infrastructure.

Indian Subsidiaries

Cadens worth (India) Limited - (Cadens worth)

Changes in Vendor GTM strategies and evolving market dynamics has nullified the specific advantage of housing select Distribution portfolios under Cadens worth (India) Limited. Hence, in order to maximize synergies and bring in cost optimization through integrated resource utilization, your Company decided to recommend merging of the operations of Cadensworth with that of your Company's. The Board of Directors, during its meeting held on May 24, 2016 gave its consent to the proposal and decided to merge Cadensworth (India) Limited with the Company with effect from April 1, 2016, under a scheme of arrangement (merger), subject to necessary statutory and other approvals.

Both National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) have communicated no objection in this regard. Pursuant to the notification by the Ministry of Corporate Affairs, the petition for the approval of the Scheme filed with the Hon'ble Madras High Court has been transferred to National Company Law Tribunal (NCLT), Chennai Bench.

Pending approval of the Scheme by NCLT, the results of the said subsidiary as at and for the year ended March 31, 2017 have not been included in the Standalone Financial Statements. However, it is part of Consolidated Financial Statements.

ProConnect Supply Chain Solutions Limited - (ProConnect)

ProConnect Supply Chain Solutions Limited (ProConnect), the wholly owned subsidiary of your Company, is engaged in providing supply chain solutions to varied industry verticals in India. Apart from your Company, ProConnect has 123 independent customers, who together contributed 65% of the consolidated total revenue for FY 16-17. For the year under review, on consolidated basis, Revenue grew by 64 % and Profit After Tax by 106 % YoY.

ProConnect is an emerging integrated logistics service provider. With a network of 150 warehouses spanning an area of 4.8 Million sq.ft. of storage space, it focuses on offering customized supply chain solutions to customers, pan India.

Robust systems, well-defined processes and tight control over every aspect of its services are the hallmark of ProConnect's business offering to its customers. IP enabled physical surveillance ensure safety of goods and sanctity of stocks through avoidance of handling damage, pilferage and theft. A Disaster Recovery (DR) facility has also been set up in Chennai to enable seamless and continuous operations.

In an effort to take advantage of technological advancements, ProConnect has moved its workloads to the Cloud and has also invested in Customer Relationship Management (CRM) tools. Moving its Warehousing Management Systems (WMS) to the Cloud has enabled the Company realize 99.9% uptime for its operations.

Some of its Value-added offerings include GPS tracking for all high value shipments, enabling accurate cargo tracking & TAT management and electronic validation of receipt against ex-warehouse deliveries.

ProConnect has tapped into opportunities provided from E-Commerce segment and now manages Fulfillment Centers for some of the major E-Commerce players.

ProConnect expects to derive benefits from transition to the GST regime by way of consolidation of warehouses as well as increased business opportunities for its integrated services. ProConnect's investments and diligent process changes would enable your Company to transition seamlessly to the GST era.

To augment its presence in the Eastern and North-Eastern region of India, an area offering high growth potential, ProConnect has acquired a 76% stake in Rajprotim Supply Chain Solutions Limited a Warehousing and Logistics Company headquartered in Kolkata.

Ensure Support Services (India) Limited - (Ensure)

Ensure Support Services India Limited (Ensure), a wholly owned subsidiary of your Company, provides complete post-sales services covering call center support, national service delivery, warehousing & logistics including imports & re-exports, backend repairs, and online CRM for complaint and inventory management services for a range of products that includes mobile phones, desktops, laptops, printers, plotters, servers, networking components and storage products. It operates through a network of 40 company owned and 156 partner service centers.

Moving up the value chain, Ensure is investing in increasing its capabilities in the Enterprise space. The company has built a customer base of 1800 for its Infrastructure Management Services. It is building skills in Managed Security Services and Managed Print Services, potentially high growth areas in this digitized and Opex oriented age. Ensure also offers last mile support for ecommerce companies in India.

Initiatives like Work Force Management, Central Control Tower for monitoring and managing field engineers, Spare Parts forecasting system for improved fulfillment rate has enabled Ensure upgrade its performance and productivity levels. This is further evidenced by the results of online customer satisfaction surveys, which have been better than industry standards.

Indian Associate

Redington (India) Investments Limited is an Associate Company of your Company. It has a wholly owned subsidiary, Currents Technology Retail (India) Limited ("Currents") which manages a chain of retail stores across India. The company focuses operations in specific clusters of markets in the North, South and Eastern regions. During the year, the company has consolidated its brand in these respective catchments, backed by a strong Apple product line-up.

Overseas Operations

Your Company's overseas operations are carried out through two wholly owned subsidiaries; Redington International Mauritius Limited, Mauritius (RIML) addressing Middle East, Turkey, Africa (META) region and Redington Distribution Pte Limited, Singapore (RDPL) addressing the South Asian region comprising of Sri Lanka, Bangladesh, Nepal and Maldives markets.

During 2016-17, RDPL as a consolidated entity, posted strong double digit growth in Earnings. It is expected that it will continue to grow in the coming years.

For Redington Gulf FZE (Redington Gulf), a wholly owned subsidiary of RIML addressing the META region, the year gone by was yet another period filled with turmoil due to varying challenges across the region - depreciating currencies in Turkey & Nigeria (as also continuing constraints on repatriation of US Dollars from Nigeria), coup attempt & its aftermath of political uncertainty in Turkey and a spate of credit defaults in the UAE markets, significantly heightening credit risk.

Increased credit risk in the UAE has resulted in an appreciable reduction in the appetite of the credit insurers. Redington Gulf has initiated certain changes to its risk management practices and has also taken measures to restrict extension of credit to resellers in the UAE. The business landscape in the Gulf Cooperation Council (GCC) countries is expected to undergo a significant change with the planned implementation of VAT effective January'18 in the region.

However, undeterred by the challenges, Redington Gulf has maintained its record of impressive growth in revenues and profits while retaining its position as the largest technology distributor in the region. You would also be pleased to know that Redington Gulf has been adjudged as one of the Top 24 "Great Places to Work" in the UAE.

Your company's subsidiary Arena decided to divest its stake in Adeo, as this investment was no longer a strategic fit to its business.

Personal Computing & Printing

The PC market globally and in the META has continued to decline, though the rate of decline has slowed down. In spite of this declining industry trend, Redington Gulf continued to demonstrate growth in the total number of PCs shipped. It has also fortified its position with certain key vendors such as HP and Dell.

To further address the challenges of declining segment growth, Redington Gulf focused on significantly improving its Working Capital efficiencies. These efforts brought about rich dividends with a significant reduction in Working Capital deployment. It is committed to continuing these steps towards efficient Working Capital management.

In the printing segment, Redington Gulf now has a comprehensive print portfolio with the addition of brands such as Ricoh and Epson. In addition, a key initiative undertaken was to commence distribution of the HP commercial line of printers (A3), which is a focus area for the vendor due to its huge potential.

Converged Infrastructure

The Enterprise customers in the region have demonstrated a growing tendency of opting for Value-for-Money, mid-level infrastructure, rather than the traditional Capex-intensive, system-heavy solutions. Redington Gulf is well poised to leverage this shift, aligning itself with Converged and Hyper-Converged infrastructure providers such as EMC VXRail, Pivot3 and Simplivity (recently acquired by HPE).

With the networking space being transformed through "Software Defined Networking", Redington Gulf has positioned itself to exploit opportunities in this space by strengthening its alliances and investing strategically in partnerships with key vendors like VMware, NSX, etc. Expanding its reach into newer market segments, it has partnered with Huawei, a company which has been rapidly gaining market share in the enterprise networking space.

In order to showcase its capabilities in Private Cloud and Software Defined Networking Solutions to potential end-customers, Redington Gulf has invested in a state-of-the-art Solution Center - "Red Vault", boasting of the largest transparent touch screen interface in the region.

Software and Security Solutions

Software Solutions and Enterprise Linux continue to generate demand and Redington Gulf's strategic alliance with Red Hat, the leader in the software space is a key relationship in this area. We would continue to expand and invest in our partnership with Red Hat.

Redington Gulf has partnered with Fortinet, which, according to IDC, is the number one security vendor in the region. We have highly-skilled pre-sales consultants, giving the capability to execute major security projects for different industry verticals. We plan to sign up with key end-point and network security vendors, while acquiring skills in the area of consulting services on Cyber Security.

Mobility

Over the last few years, Redington Gulf's reputation as a leading Telecom distributor was limited to Africa. However, with the acquisition of the distribution agreement for iPhones for KSA during FY 16-17, in addition to UAE and Africa, it now has a dominant position in the Mobility distribution in these 3 regions.

In addition to a good brand portfolio, Redington Gulf has built distribution reach in the Middle East through a fleet of vans that cater to multiple reseller points in Tier-1 cities, as well as resellers in Tier-2 towns.

Cloud Computing, Big Data Analytics and Internet of Things

To position itself as a relevant partner in the Cloud Computing space, Redington Gulf has entered into strategic alliances with leading Cloud providers in the region - Microsoft and Amazon Web Services. In order to address the opportunities presented by growing Cloud adoption in the region, it has developed "Red Cloud", a Cloud aggregation portal. The portal serves as a marketplace and one-stop shop for Cloud solutions, thereby ensuring hassle free migration for the customers

The company recognizes the growing importance of Big Data Analytics in studying business trends and for developing effective business strategies. By on boarding Splunk, a Magic Quadrant Leader on Big Data Analytics, Redington Gulf is developing the competency to take this technology to the market and building a pipeline as the technology gathers momentum.

Directors and Key Managerial Personnel

The details of changes in the Directorships during the Financial Year 2016-17 is given below:

a) Details of Appointment:

b) Details of Resignation/Retirement:

The Board place on record their appreciation of the services rendered by each director during their tenure in the Company.

During course of the year, Mr. Nainesh Jaisingh, citing his added roles and responsibilities within his organization, resigned from the Board and Mr. Udai Dhawan, Managing Director and Head of Standard Chartered Private Equity in India, was appointed on the Board as an Additional Director effective 10^th January 2017. Your Company has received notice from a member proposing Mr. Dhawan's appointment as Director of the Company, along with the requisite deposit. Resolution for appointment of Mr. Udai Dhawan as Director of the Company is included in the notice of Annual General Meeting.

The tenure of appointment of Mr. Raj Shankar as Managing Director will come to an end on 25^th July 2017. The Board of Directors at their meeting held on 25^th May 2017 have approved re-appointment of Mr. Raj Shankar as Managing Director for a period of five years with effect from 26^th July 2017 subject to the approval of shareholders in the ensuing Annual General Meeting and the approval of the Central Government, since he is a non-resident.

Mr. B. Ramaratnam and Mr. Tu, Shu-Chyuan, Directors of the Company are liable to retire by rotation, and being eligible, have offered themselves for re-appointment.

Brief resumes of the Directors who are getting appointed / reappointed are furnished in the Notice of Annual General Meeting.

Directors' Responsibility Statement

In compliance with Section 134(5) of the Companies Act, 2013, the Directors of the Company, state that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors 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 as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Credit Rating

During the year,

- CRISIL (A S&P Global Company) has reaffirmed its rating on the long-term bank facilities of your Company as AA -. However, it has upgraded the outlook from "STABLE" to "POSITIVE". The current rating stands at AA- Positive (read as double A minus, Positive). The rating on the short-term debt and bank loan facilities had been reaffirmed at 'CRISIL A1 ' (read as CRISIL A one plus), which is the highest rating for this category.

- ICRA (A Moody's Investors Service Company) reaffirmed its ratings for the long-term fund based facilities as 'ICRA AA-' (read as ICRA Double A minus). It has also reaffirmed its rating on the short-term debt program/commercial paper, fund and no fund based facilities at 'ICRA A1 ' (read as ICRA A one plus), their highest rating in this category.

These high ratings from the leading two rating agencies benefit the Company in its borrowing program and helps in reducing the interest rates in India.

Auditors

The Company's Statutory Auditors, Deloitte Haskins & Sells ("DHS"), Chartered Accountants (Firm Registration No. 008072S) issued their report on the Standalone and Consolidated Financial Statements of the Company and the same is appended here to this Report. The Auditors' Reports on the Standalone and Consolidated Financial Statements does not contain any qualification, reservation or adverse remark.

In terms of Section 139 of the Companies Act, 2013 the term of appointment of DHS, will end at the conclusion of the 24^th Annual General Meeting.

The Board at its meeting held on 25^th May 2017, considering the recommendation of the Audit Committee, recommended the appointment of BSR & Co. LLP, Chartered Accountants, (Firm Reg No 101248W/W-100022) as Statutory Auditors for a period of five years commencing from the conclusion of the 24^th Annual General Meeting , subject to the approval of shareholders of the Company at the ensuing Annual General Meeting .

The Company has received a certificate from BSR & Co. LLP, Chartered Accountants to the effect that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013, and they are not disqualified in terms of provisions of the Companies Act, 2013, from being appointed as Statutory Auditors of the Company. BSR & Co. LLP, Chartered Accountants are subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Other Reports

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance , Business Responsibility Report and Management Discussion and Analysis is attached to this Annual Report.

Disclosures

Board and its committees

The details of composition of Board and its committees and its meetings held during the financial year are given in the Corporate Governance Report.

Independent Director Declaration

All the Independent Directors have given declaration in terms of Section 149(6) of the Companies Act, 2013.

Internal Financial Controls

The Company prepared a comprehensive document on Internal Financial Controls (IFC) in line with the requirement under the Companies Act 2013, which included Entity Level Controls (ELC), Efficiency Controls, Risk Controls, Fraud Preventative Controls, Information Technology General Controls (ITGC) and Internal Controls on Financial Reporting (ICFR). A brief note on IFC including ICFR is given in Annexure A to this Report.

The Board opines that the internal controls implemented by the Company for preparation of financial statements are adequate and sufficient.

Risk Management

The Risk Management Committee, implements and monitors the Risk management practices in the Company. This Committee meets periodically and reviews the potential Risks associated with the Company and discusses steps taken by the management to mitigate the same.

Details of Employee Benefit Scheme

The disclosures as required under Regulation 14 of SEBI (Share Based Employee benefits) Regulations, 2014 is given in Annexure B to this Report. The certificate from the statutory auditors of the Company stating that Employee Stock Option Plan 2008 and Employee Stock Purchase Scheme, 2006 have been implemented in accordance with SEBI (Share Based Employee benefits) Regulations, 2014 and the resolution passed in the general meeting is also appended thereto.

Information on Conservation of Energy and Technology Absorption

A. Conservation of Energy:

i. Steps taken for Conservation of Energy:

The operations of your Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing usage of power and virtualization of Data Centre.

B. Technology Absorption:

i. Effort made towards technology absorption:

Your Company continues to use the latest technologies for improving the quality of services it offers. Digitalization adoption and absorption across cloud technology, virtualization and mobility resulted in better operational efficiencies and Turnaround Time (TAT). Business Intelligence (Bl) and Analytics facilitates key decisions and improves process efficiency.

ii. Import of Technology:

The Company has not imported any technology during the year.

iii. Expenditure on Research and Development:

Since your Company is involved in the Wholesale Distribution of Technology Products, there is no expenditure incurred on research and development.

Foreign Exchange earnings and outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is given in notes 39 and 40 of the standalone financial statements.

Policy on Appointment and Remuneration of Directors

The Board on the recommendation of the Nomination and Remuneration Committee has laid down a policy on appointment of Directors and remuneration for the Directors, Key Managerial Personnel and Other Employees. The same is enclosed as Annexure C to this report.

Performance evaluation of the Board and Committees

The details of annual evaluation made by the Board of its own performance and that of its committees and individual Directors and performance criteria for Independent Director laid down by Nomination and Remuneration Committee are enclosed as Annexure D to this report.

Particulars of Employees

The Particulars of employees required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been given in the Annexure E appended hereto and forms part of this report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given and investments made are given under Note 14 and 5 respectively to the Standalone Financial Statements. Corporate Social Responsibility

The Committee for Corporate Social Responsibility (CSR) has formulated and recommended to Board a policy on CSR indicating the activities to be undertaken by the Company. The Annual Report on CSR is given under Annexure F to this report.

Secretarial Audit Report

Pursuant to Section 204 of Companies Act, 2013, a Secretarial Audit was conducted by a Practicing Company Secretary, Mrs. R. Bhuvana. The report furnished by the Auditor is enclosed as Annexure G to this report and such report does not contain any qualification, reservation or adverse remark.

Vigil Mechanism

The Company has implemented a vigil mechanism to provide a framework for the Company's employees and Directors to promote responsible and secure whistle blowing. It protects employees who raise a concern about serious irregularities within the Company. A brief summary of the vigil mechanism implemented by the Company is annexed under Annexure H to this report.

Extract of Annual Return

Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure I to this Report.

Others

- There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

- The Company has not received any deposits as defined under Companies Act, 2013 during the Financial Year 2016-17.

- None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure J in Form AOC-2.

- There are no material changes and commitments affecting the financial position of the Company which have occurred between 31^st March 2017 and the date of this report.

-The Dividend Distribution Policy pursuant to SEBI (LODR) Regulations, 2015 is disclosed in Annexure K and on the website of the Company.

We blinks

Policy on Related Party Transaction http://redinatonindia.com/imaaes/PolicvondealinawithRelatedPartvTransactions.pdf

Policy for determining Material Subsidiaries http://redinatonindia.com/imaaes/PolicvonMaterialSubsidiaries.pdf

Details of Familiarization Programmes http://redinatonindia.com/imaaes/Familiarizationproarammes.pdf

Criteria of Making payment to Non http://redinatonindia.com/imaaes/PolicvonpavmenttoDirectors.pdf

Executive Directors

Compliance with other regulations

Auditors Certificate on Downstream Investment

With regard to the downstream investments in Indian subsidiaries, the Company is in compliance with the FDI regulations and the Company has obtained a certificate from the statutory auditors in this regard.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from women employees against Sexual Harassment. No complaint was reported by any women employees pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

Acknowledgment

Your Directors take this opportunity to thank the shareholders including the principal shareholders, suppliers, customers, bankers, business partners/associates, for their consistent support and encouragement to the Company. Please join me and the Board Members in conveying our sincere appreciation to all employees of the Company, its Subsidiaries and Associate for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry.

On behalf of the Board of Directors

Place : Chennai J Ramachandran

Date : May 25, 2017 Chairman