Ace Software Exports Ltd.
|BSE: 531525||Sector: IT|
|NSE: N.A.||ISIN Code: INE849B01010|
|BSE LIVE 13:56 | 11 Dec||21.85||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||10|
|Mkt Cap.(Rs cr)||10.23|
Ace Software Exports Ltd. (ACESOFTEXP) - Director Report
Company director report
Your directors are pleased to present the Twenty Second Annual Report and theCompanys audited financial statement for the financial year ended March 31 2016.
The Companys financial performance for the year ended March 31 2016 issummarized below;
Our total income on a standalone basis increase to Rs.805.29 Lacs from Rs. 591.51 Lacsin the previous year at a growth rate of 36.14%. Revenues-Consolidated
Our total income on a consolidated basis increase to Rs. 805.47 Lacs from Rs. 591.69Lacs in the previous year at a growth rate of 36.13%.
TRANSFER TO RESERVES:
The Company has not transferred any sum to the General Reserves.
With a view to plough back profit of the year and in order to conserve resources foroperational purposes the board of directors of your company does not recommend anydividend for the year.
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
No significant and material orders passed by the regulators or courts or tribunalsimpacting going concern status and Companys operations in future. FIXEDDEPOSITS/DETAILS OF DEPOSIT
The Company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date. EXTRACTS OF ANNUAL RETURNS:
Pursuant to Section 134(3) (a) of Companies Act 2013 extract of the annual return isappended as Annexure-1 to the Boards Report.
BOARD OF DIRECTORS AND MEETING:
Four board meetings were held during the year ended on March 312016. These were heldon May 29 2015 August 13 2015 November 05 2015 and February 13 2016.
Pursuant to Schedule IV of the Companies Act 2013 and the Rules made thereunder theindependent directors of the Company shall hold at least one meeting in a year withoutthe attendance of non independent directors and members of the Management. All theindependent directors of the Company shall strive to be present at such meetings. Themeeting shall review the performance of non independent directors and the Board as awhole; review the performance of the chairman of the Board taking into account the viewsof the executive directors and non-executive directors; assess the quality quantity andtimeliness of flow of information between the Management and the board that is necessaryfor it to effectively and reasonably perform its duties. Meeting of Independent Directorswas held on March 12 2016.
Terms and conditions of appointment of Independent directors uploaded on the website ofthe company.
Audit Committee has been reconstituted as per the provision of section 177 of theCompanies Act 2013 and listing agreement.
Four meetings of Audit Committee were held during the year ended on March 312016.These were held on May 29 2015 August 13 2015 November 05 2015 and February 13 2016.
Nomination and Remuneration Committee (NRC) :
NRC identifies persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and carries out evaluation of every directorsperformance and works as per the policy formulated thereof.
Four meetings were held during the year ended on March 31 2016. These were held on May28 2015 August 13 2015 November 7 2015 and February 15 2016.
Details of Remuneration paid to executive directors independent directors and KMPsduring the year is given under the Annexure -1 (Extract of Annual Return) StakeholdersRelationship Committee
Constituted for considering and resolving grievances of security holders anddissemination of information to shareholders
Four meetings were held during the year ended on March 31 2016. These were held on May28 2015 August 17 2015 November 7 2015 and February 15
AUDITORS STATUTORY AUDITOR
Kalaria & Sampat Chartered Accounts Statutory Auditors of the Company holdoffice till the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
Hemali S. Patel Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 and Rules thereunder.
The secretarial audit report for FY 2015-16 forms part of the Annual Report as Annexure-2 to the Boards report. The Auditors Report does not contain anyqualification reservation or adverse remark.
REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its officers or employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report. SUBSIDIARIES AND ASSOCIATES:
During the year the Board of Directors (the Board) reviewed affairs of thesubsidiaries. In accordance with section 129 (3) of the Companies Act 2013 we haveprepared consolidated financial statements of the company and all its subsidiaries whichform part of the Annual Report. Further a statement of our subsidiaries containing thesalient features of the financial statement of our subsidiaries in the prescribed formatAOC-1 is appended to the consolidated financial statements and hence not repeated here forthe sake of brevity. Further pursuant to the provisions of section 136 of the Act thefinancial statements along with relevant documents and separate audited accounts inrespect of subsidiaries are available on the website of the company.
Further The Company has adopted a Policy in line with the requirements of the ListingRegulations. The objective of this policy is to lay down criteria for identification anddealing with material subsidiaries and to formulate a governance framework forsubsidiaries of the Company. The policy on Material Subsidiary is available on the websiteof the Company
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and other applicable provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees for the purposeof attending meetings of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are as under;.
(A) Conservation of energy
- the Steps taken or impact on conservation of energy
Company is ever mindful of the need for energy conservation not only as a method ofcost reduction but also because it is a global imperative. We have ensured that thefollowing measures are institutionalized across all our facilities:
i. Optimal cooling of work areas and data centers.
ii. Switching off computers when not in use.
iii. Utilization of lights and stand alone air conditioners only when required.
iv. Minimal usage of AC s and lights during weekend.
- the steps taken by the company for utilizing alternate source of energy & Capitalinvestment on energy conservation equipments
At present Company has not utilize any alternate source of energy and emphasize on theConservation of energy and be frugal in utilizing the energy.
- Impact of these measures:
Taking effective measurements in saving energy has significantly benefitted thecompany.
(B) Technology absorption:- the efforts made towards technology absorption benefitderives & Research and Development
i. The Company continues to use the latest technologies for improving the productivityand quality of its services and products. The Companys operations do not requiresignificant import of technology. Company has not incurred any expenses for research anddevelopment.
(c) Foreign exchange earnings and outgo :-
The Company continues to use risk management frame work adopted by board in (a)Overseeing and approving the Companys enterprise wide risk management framework; and(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. TheCompanys management systems organizational structures processes standards codeof conduct that governs how the Company conducts the business and manages associatedrisks.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act 2013 every company having net worth ofRs. 500 crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5crore or more during any financial year shall constitute a Corporate Social ResponsibilityCommittee. Our company has not triggered any of the above limits; hence no committee inthis regard has been constituted.
DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR &LIABLE TO RETIRE BY ROTATION
During the financial year 2015-16 following director is appointed.
* Appointed as an Independent Director at the AGM.
Pursuant to the provisions of section 203 of the Companies Act 2013 the keymanagerial personnel of the Company are
There has been no change in the key managerial personnel during the year.
RETIRE BY ROTATION
Pursuant to the provisions of section 152(6) of the Companies Act 2013 VikramBhupatbhai Sanghani and Sanjay Harilal Dhamsania Directors are liable to retire byrotation and being eligible offer themselves for re-appointment.
Appointment is recommended by Nomination and Remuneration Committee.
BOARDS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors Responsibility Statements it is hereby confirmed that -
a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance system establishedand maintained by the Company work performed by the internal statutory and secretarialauditor and external consultants audit of financial reporting by the statutory auditorand reviews performed by management and audit committee the board is of the opinion thatthe Companys internal financial controls were adequate and effective during FY2015-16.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL EVALUATION
The policy of the company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website (
There has been no change in the policy since the last fiscal year. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the company.
The evaluation of all the directors and the board as a whole was conducted based on thecriteria and framework adopted by the board. The board approved the evaluation results ascollected by the nomination and remuneration committee.
PARTICULARS OF EMPLOYEES
The table containing particulars of employees in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-3 to the Boards report.
There are no employees in the Company drawing remuneration who are in receipt ofremuneration of One Crore and Two lakh or more or employed for part of the yearand in receipt of Eight lakh and Fifty Thousand or more a month under Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read withCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.
Details of top ten employees in terms of remuneration drawn is appended as Annexure-3ato the Boards Report.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
The Internal Complaints Committee ("ICC") has been set up to redress thecomplaints received regarding sexual harassment. All employees are covered under thispolicy.
The following is the summary of the complaints received and disposed off during thefinancial Year 2015-16:
a) No. of complaints received: NIL
b) No. of complaints disposed off: NIL VIGIL MECHANISM
The Company has established a whistle blower policy and also established a mechanismfor directors and employees to report their concerns. The same has been uploaded on thewebsite of the company link to open the policy is
All related party transactions that were entered into during the financial year were onan arms length basis and prior approval of Audit Committee and Board of Directorswere obtained.
The details of the related party transactions as required under Section 134(3)(h) ofthe Companies Act 2013 r/w Rule 8 of the Companies (Accounts) Rules 2014 is attached asAnnexure - 4.
AGM held during the financial year 2015-16: 26th September 2015
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
a. Industry Structure & Development:
Ace provides Document Management Digital Publishing and Data Conversion solutionsusing optimal process engineering and cost-effective and flexible conversion systems. Weare a major full-service digital content provider and are able to deliver digital contentwith 99.995% accuracy and 100% application based integrity.
Ace has been active in catering to the outsourcing needs of publishers and otherorganizations since 1992. Over the years we have adopted a seamless partnership approach.Our clients tend to work with Ace as true partners; often with the feeling that this is avirtual extension of their own operations. It is our strong belief that this integrationis the cornerstone of the success of any business relationship.
The Companys business relates to database creation (E-Publishing) pertaining toInformation technology enabled services. This includes creating large volume full textimage based databases.
b. Opportunity Threats and Outlook Risk & Concerns
The large size of the addressable global market with relatively low current level ofpenetration suggests significant headroom for future growth. The Company has positioneditself well for the growth in business with an aligned strategy structure andcapabilities.
c. Segment/Product wise performance:
The companys operation falls under single segment namely "Computer Softwareand Services Exports" therefore segment wise performance is not furnished.
d. Internal control systems and their adequacy:
The company has an effective internal control system in place and this is periodicallyreviewed for its effectiveness. There are well defined Power and Authority limits toensure implimentation of the Corporate Policies. The company has a cross -functionalinternal Audit team with pre-determined roles responsibility and authorities. The teamensures an appropriate information flow and effective monitoring.
e. Discussion on financial performance with respect to operation performance:
The Financial Performance of the company during the year under review has been givenseparately in the Directors Report.
f. Material developments in Human Resources / Industrial Relations front includingnumber of people employed.
The human resource (HR) function of the Company is focused around providing its 46employees a meaningful and compelling environment. This positive and inspiring environmentfosters innovation stimulates performance culture and motivates employees to developthemselves personally and professionally.
Your Directors would like to express their appreciation for the assistance andco-operation received from the investors banks regulatory and governmental authorities.Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the executives staff of the Company.
ANNEXURE 1 EXTRACT OF ANNUAL RETURN Form No. MGT-9
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover ofthe company shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -
* Percentage shown is ownership interest and not shareholding.
Following entities are yet to commence business;
Rajkot Computer Education LLP Jubilant Exim LLP Speedwell Engineers LLP Cosmos ServicesLLP Citizen Solutions LLP Aspire Exim LLP.
During the year following company ceased to be associate company;
Ace Computer Education Pvt. Ltd.
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
(ii)Shareholding of Promoters
(iii) Change in Promoters' Shareholding
* Open market purchase
(iv) Shareholding pattern of top ten shareholders
(other than directors promoters and holders of ADRs)
(v) Shareholding of directors and key managerial personnel
# excluding following holding;
1) Shares held on behalf of HUF
2) Shares held in the joint name with others as a second or third holder.
3) Shares held on behalf of Ace Technologies by Vikram Bhupatbhai Sanghani and SanjayHarilal Dhamsania jointly. V) INDEBTEDNESS (Indebtedness of the Company including interestoutstanding/accrued but not due for payment.)
# secured over the company's fixed deposit receipts.
@ Loan taken from Directors and re-paid during the year.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
B. Remuneration to other directors
Remuneration to key managerial personnel other than MD / Manager / WTD
Penalties / punishment / compounding of offences
There were no penalties / punishment / compounding of offences for the year endingMarch 31 2016.
ANNEXURE -2 -SECRETARIAL AUDIT
Ace Software Exports Limited Rajkot
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions of Ace Software Exports Limited (hereinafter called the Company). SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on March 31 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter :
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of:
i. The Companies Act 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment. (Notapplicable to the Company during the Audit Period)
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) :
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the AuditPeriod);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client. (Notapplicable to the Company during the Audit Period)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period). I have also examinedcompliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to board and general meeting
(ii) The Listing Agreement entered into by the Company with Stock Exchange BSE Ltd.;
(iii) The Listing Agreements entered into by the Company with BSE Ltd read with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. (with effectfrom 1st December 2015)
As explained to me during the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept registration of offices nos. 803 to 810 in the name of the company located at 8thfloor of Everest building Opp. Shashtri Maidan is kept pending due to pendingdocumentation related to title search at relevant authorities.
vi. Other laws applicable specifically to the Company namely:
Software Technology Parks of India rules and regulations
I further report that the compliance by the Company of applicable financial laws likedirect and indirect tax laws has not been reviewed in this Audit since the same have beensubject to review by statutory financial audit and other designated professionals.
I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance to all Directors and asystem exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I report further that during the audit period there were no other specific events /actions in pursuance of the above referred laws rules regulations guidelines etc.having a major bearing on the Companys affairs.
I further report that during the audit period;
Approvals of members were taken through Postal Ballot during the audit period for;
1) Loan investments Security and Corporate Guarantee limit of the Company u/s 186 ofthe Companies Act 2013 to any person or in other bodies corporate as the case may be uptosum of Rs. 30 Crore.
2) Borrowing limits of the Company under section 180(1)(c) of the Companies Act 2013upto Rs. 30 Crore.
3) Creation of charges under section 180(1) (a) of the Companies Act 2013 on allmovable immovable properties both present and future for the loan/ borrowing limit of Rs.30 Crore.
Ace Software Exports Limited
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
ANNEXURE 3 PARTICULARS OF EMPLOYEES
a) Information as per Rule 5(1) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
i) The median remuneration of employees of the Company during the financial year wasRs.3 52800/-.
ii) In the financial year there was increase of 8.85% in the median remuneration ofemployees.
iii) There were 46 permanent employees on the rolls of Company as on March 31 2016;
Iv) Relationship between average increase in remuneration and company performance:- Theaverage increase in median remuneration was in line with the performance of the Company asRevenue from operations increased by 36.14% . The remuneration payable to the KMP is inaccordance with the Industry and Geographical standards
v) a) Variations in the market capitalization of the Company : The marketcapitalization as on March 312016 was 6.35 crore (4.02 crore. On March 312015
on the basis of last trading on security being March 25 2015)
b) Price Earnings ratio of the Company was 16.34 as at March 312016 and was 10.33 asat March 31 2015
c) Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offerin the year- The Company had come out with initial public offer (IPO) in 1996. The closingprice of the Companys equity shares on the BSE as of March 31 2016 was Rs. 13.56representing a 35.56 % increase over the IPO price.
vi) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015-16 was 8.85 % whereas theincrease in the managerial remuneration for the same financial year was 9.37%. Theremuneration payable to the KMP is in accordance with
the Industry and Geographical standards.
vii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other E mployees.
viii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year - Not Applicable; and
ix) It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other E mployees.
ANNEXURE 3a- Information as per Rule 5(2) of Chapter XIII the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 r.w Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016
ANNEXURE 4 - PARTICULARS OF CONTRACTS / ARRANGEMENTS MADE WITH RELATED PARTIES
[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014 - AOC-2]
This Form pertains to the disclosure of particulars of contracts / arrangements enteredinto by the Company with related parties referred to in Sub-section (1) of Section 188 ofthe Companies Act 2013 including certain arms length transactions under thirdproviso thereto.
Details of contracts or arrangements or transactions not at arms length basis
There were no contracts or arrangements or transactions entered in to during the yearended March 31 2016 which were not at arms length basis. Details of materialcontracts or arrangement or transactions at arms length basis
The details of material contracts or arrangement or transactions at arms lengthbasis for the year ended March 31 2016 are as follows:
Note: # Necessary approval had been taken in the Annual General Meeting of the Company.
* Advances given in the year 2013-14 as per the agreement to sale executed by thecompany for purchase of offices as mentioned above have been adjusted against propertiesduring the financial year.
All the related party transactions are approved by Audit Committee and Board ofDirectors and approval of members were obtained whenever necessary.