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Aditya Birla Money Ltd.

BSE: 532974 Sector: Financials
NSE: BIRLAMONEY ISIN Code: INE865C01022
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OPEN 142.10
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VOLUME 93932
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P/E 130.37
Mkt Cap.(Rs cr) 790
Buy Price 142.10
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OPEN 142.10
CLOSE 135.35
VOLUME 93932
52-Week high 142.10
52-Week low 23.10
P/E 130.37
Mkt Cap.(Rs cr) 790
Buy Price 142.10
Buy Qty 128156.00
Sell Price 0.00
Sell Qty 0.00

Aditya Birla Money Ltd. (BIRLAMONEY) - Director Report

Company director report

Dear Shareholders

We are pleased to present the 21 Annual Report together with the Audited Standaloneand Consolidated Accounts of your Company for the financial year ended March 31 2017.

1. FINANCIAL PERFORMANCE SUMMARY

The highlights of the financial results of the Company on a standalone and consolidatedbasis are as follows:

(Rs. in Crores)
Standalone Consolidated
Particulars Year ended March 31 2017 Year ended March 31 2016 Year ended March 31 2017 Year ended March 31 2016
Income from Operations 117.69 111.56 124.59 119.65
Other Income 7.21 6.83 8.52 8.00
Total Income 124.90 118.38 133.11 127.65
Profit before Interest Depreciation and Taxation 15.46 12.02 16.68 14.32
Less : Interest 5.44 6.35 5.44 6.35
Profit before Depreciation and Taxation 10.02 5.66 11.24 7.97
Less : Depreciation 3.06 3.78 3.16 3.96
Profit / (Loss) Before Taxation 6.96 1.88 8.08 4.01
Current Tax 0.81 0.68 0.81 1.05
MAT Credit Written back - - - (0.36)
Profit / (Loss) After Tax 6.15 1.20 7.27 3.33
Profit / (Loss) brought forward from previous year (25.67) (26.86) (27.91) (31.24)
Balance carried to Balance Sheet (19.52) (25.67) (20.63) (27.91)

2. BUSINESS PERFORMANCE

The Company on a Standalone basis has achieved total income of Rs.125 crores ascompared to Rs.118.38 crores during the previous year. The Income from Operations duringthe year was at Rs.117.69 crores as compared to Rs.111.56 crores during the previous year.The Company on a standalone basis has posted a Net Profit of Rs.6.15 crores during theyear ended March 31 2017.

On a Consolidated basis the Company's Income from Operations was stable at Rs.133.11crores as compared to Rs.127.65 crores in the previous year. The Company has posted aConsolidated Net Profit of Rs.7.27 crores during the year ended March 31 2017 as comparedto Rs.3.23 crores in the previous financial year.

3. RESERVES

The Reserves & Surplus of the Company as on March 31 2017 stood at Rs.27.77crores. No amount is proposed to be transferred to Reserves during the year.

4. DIVIDEND

In order to conserve cash for Company's operations your Directors do not recommend anydividend for the year under review.

5. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.25 crores. The Issued Subscribed andPaid- up Capital of the Company was Rs.15.54 crores as on March 31 2016 consisting of55400000 Equity shares of Re.1/- each and 1000000 8% Redeemable Non-ConvertibleNon-Cumulative Preference shares of Rs.100/- each.

6. CREDIT RATING

During the year CRISIL has re-affirmed A1+ rating for the short term debt programme ofthe company.

7. PUBLIC DEPOSITS

During the year the Company has not accepted or renewed any deposit from the public ascovered under Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

8. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements set out by Securities and ExchangeBoard of India (SEBI). During the year under review the Company was in compliance withthe provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015pertaining to the Corporate Governance compliances.

The Report on Corporate Governance as stipulated under Chapter IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport. The Practising Company Secretary's

Certificate confirming compliance with Chapter IV of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is given in Annexure I and the same forms partof the Directors' Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report on the operations of thecompany is provided as a separate section and forms part of the Annual Report.

10. SUBSIDIARY

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited(“ABCBL”) which isengaged in the business of commodity broking.

During the year ABCBL has posted total Income of Rs.8.22 crores as compared to Rs.9.44crores during previous year. The subsidiary has posted a Net Profit of Rs.1.13 crores ascompared to a Net Profit of Rs.2.13 crores in the previous year.

The Policy for determining material subsidiaries may be accessed on the Company'swebsite at http://www. adityabirlamoney.com/about-us/investor.

The audited financial statements of the Company's subsidiaries and related informationhave been placed on the website of the Company viz. www.adityabirlamoney.com. Any Memberwho is interested in obtaining a copy of audited financial statements of the Company'ssubsidiaries may write to the Company Secretary at the Registered Office of the Company.

The Consolidated Financial Statements prepared pursuant to Section 129(3) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordancewith the Accounting Standards prescribed by the Institute of Chartered Accountants ofIndia forms part of the Annual Report. The statement containing the salient features ofthe financial statements of the Company's subsidiary is set out in Annexure II to thisreport.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year no significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status of the Company.

12. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has put in place adequate internal control systems commensurate with thesize of its operations. The internal control systems comprising of policies andprocedures are designed to ensure orderly and efficient conduct of its businessincluding adherence to Company's policies safeguarding its assets prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.

The Company has the required internal financial controls in place as prescribed underthe Companies Act 2013.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 are given in the notes to the financial statements.

14. RISK MANAGEMENT POLICY

The Company has a robust Risk Management Policy in place which includes identifying theelements of risk in the opinion of the Board that may threaten the existence of theCompany. The Company has a Risk Governance Committee to evaluate the significant riskexposure of the Company & assessing Management's action to mitigate the exposure intimely manner and approving the implementation of the Enterprise Risk Management Frameworkfor the Company. During the year the Risk Governance Committee met on March 09 2017 andhad discussions on various risk areas and mitigations initiated by the Company.

15. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors of the Company has constituteda Corporate Social Responsibility (“CSR”) Committee which is chaired by Mr. G.Vijayaraghavan Directors of the Company. The other members of the Committee are Mr. GopiKrishna Tulsian and Ms. Pinky A Mehta Directors of the Company.

The Company also has in place a CSR Policy and the same is available on the website ofthe Company at www.adityabirlamoney.com. A detailed Report is attached as Annexure VIforming part of this report.

16. RELATED PARTY TRANSACTIONS

During the financial year the Company has entered into related party transactionswhich were on an arm's length basis and in the ordinary course of business. All relatedparty transactions have been approved by the Audit Committee of the Board of Directors ofthe Company and the same are being reviewed by it on a periodic basis.

The Board has formulated a Related Party Transactions Policy for the purpose ofidentification and monitoring of such transactions and the same is posted on the Company'swebsite viz.www.adityabirlamoney.com.

Details of Related Party Transaction for the year 2016-17 are mentioned in Note No.30of notes to financial statement for FY 2016-17 and the material transaction is stated inForm AOC 2 enclosed as Annexure V.

17. COST AUDIT

The provisions of Cost audit as prescribed under Section 148 of the Companies Act 2013are not applicable to the Company.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The information relating to the Conservation of Energy and Technology Absorptionrequired under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules 2014 are notapplicable to the Company due to the very nature of the industry in which it operates.During the year under review there were no foreign exchange earnings (Previous Year -Nil) and outgo (Previous Year - Nil) respectively.

19. DIRECTORS

Changes in Board Constitution -

Since Last AGM there is no such changes made in Constitution of Board of Directors.Further Ms. Pinky A. Mehta retires from office by rotation and being eligible has offeredherself for re-appointment. The Directors recommend the said re-appointment. Items seekingyour approval on the above re-appointment are included in the Notice convening the AnnualGeneral Meeting. Brief resume of the Director seeking appointments / re-appointments formpart of the Notice of the ensuing Annual General Meeting.

Board Meetings -

The Board of Directors of the Company met 4 (four) times during the year i.e. on May06 2016 July 29 2016 October 24 2016 and January 25 2017.

Composition of the Audit Committee -

The Board has constituted the Audit Committee which comprises of Mr. P. Sudhir Rao(Chairman) Mr. G. Vijayaraghavan and Mr. Shriram Jagetiya as the members. Other detailsof the Audit Committee are listed in the Corporate Governance Report. The Audit Committeemet 4 times during the year under review.

Independent Director's confirmation -

The Independent Directors on the Company's Board have given their respectivedeclarations that they meet the criteria of Independence as provided in Section 149(6) ofthe Act and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) 2015.

Annual Evaluation -

The evaluation framework for assessing the performance of Directors of your Companycomprises of contributions at the meetings strategic perspective or inputs regarding thegrowth and performance of your Company among others. Pursuant to the provisions of theAct and the Listing Regulations the Directors have carried out the annual performanceevaluation of the Board Independent Directors Non-executive Directors ExecutiveDirectors Committees and the Chairman of the Board. The manner of evaluation is providedin the Corporate Governance Report. The details of programme for familiarisation ofIndependent Directors of your Company are available on your Company's website viz.www.adityabirlamoney.com.

Key Managerial Personnel -

During the period under review Ms. Sumathy Ravichandran resigned from the office ofChief Financial Officer of the Company with effect from July 31 2016 and the Board hasappointed Mr. Pradeep Sharma as the Chief Financial Officer effective August 01 2016.

Policy on Remuneration to Directors Key Managerial Personnel -

The Nomination and Remuneration Committee has formulated the policy on remuneration forthe Directors Key Managerial Personnel which is appended herewith as Annexure VII andalso posted on the website www.adityabirlamoney.com.

20. DISCLOSURE PURSUANT TO SECTION 62(1)(B) OF THE COMPANIES ACT 2013 READ WITH RULE12 OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES 2014 & SECURITIES EXCHANGE BOARDOF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS 2014

The Company had formulated the ABML Employee Stock Option Scheme 2014 (ABML ESOP Scheme2014) with the approval of the shareholders at the Annual General Meeting dated September09 2014.

Nature of Disclosure Particulars
Options granted on December 02 2014 2509341
Options outstanding as on April 01 2016 1979120
Options vested during the year 25% of the options granted
Options exercised as on March 31 2017 Nil
Total number of shares arising as a result of exercise of options Nil
Options lapsed 533275 (due to resignation of employees)
Exercise Price Rs.34.25/- per option
Variation of terms of options Nil
Money realised by exercise of options Nil
Options outstanding as on March 31 2017 1445845
Employee-wise details of options granted
No. of options granted No. of options outstanding
(i) Key Managerial Personnel
Mr. Murali Krishnan L.R. Manager 27473 25756
Mr. Pradeep Sharma Chief Financial Officer Nil Nil
Mr. Vikashh K Agarwal Company Secretary 32967 30907
Mr. Saurabh Shukla Head Broking and Retail Business.
(ii) Any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year Options Granted 225275
Options Outstanding - 211195
(iii) Identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. Nil

The Company has complied with and shall comply with the applicable provisions under theCompanies Act 2013 the SEBI (Share Based Employee Benefits) Regulations 2014 and theAccounting Standards. The Disclosures prescribed in Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 has been posted on the Company's website at the linkat the link http://www.adityabirlamoney.com/about-us/investor.

A certificate received from the Statutory Auditors on the implementation of theCompany's Employees Stock

Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspectionby the Members.

21. INTERNAL AUDIT FRAMEWORK

The Company has in place a robust internal audit framework to monitor the efficacy ofinternal controls with the purpose of providing to the Audit Committee and the Board ofDirectors an independent objective and reasonable assurance on the adequacy andeffectiveness of the organisation's risk management control and governance processes.

The framework is commensurate with the nature of the business and the size of itsoperations. Internal auditing of the Company involves the utilisation of a systematicmethodology for analysing business processes or organisational problems and recommendingsolutions to add value and improve the processes. The audit approach verifies compliancewith the regulatory operational and system related procedures and controls.

As per the provisions of Section 138 of the Companies Act 2013 M/s. PKF Sridhar &Santhanam Chartered Accountants have been appointed as the Internal Auditors by the Boardof Directors of the Company. The audit scope and plans are approved by the Board everyyear.

Internal Audit Process followed by the Company is as follows:

? Establish and communicate the scope and objectives of audit to the management

? Develop an understanding of the business area under review.

? Identify control procedures used to ensure each key transaction type is properlycontrolled and monitored.

? Develop and execute a risk-based sampling and testing approach to determine whetherthe key controls are operating as intended.

? Report the key audit findings and recommendations made by the auditors to the Boardof Directors of the Company

? Monitor the implementation of audit recommendations and ensure periodic reporting tothe Board of Directors of the Company

? Audit findings are used as a key input in the risk management process and all the keyrisks of the Company are mapped to the audit processes to ensure a risk- based auditapproach.

? The internal audit activity is monitored on an ongoing basis

22. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the names and otherparticulars of employees are to be set out in the Directors' Report as an addendumthereto. However having regard to the provisions of Section 136(1) of the Act the AnnualReport excluding the aforesaid information about the employees is being sent to theMembers of the Company. The said information is available for inspection at the RegisteredOffice of the Company during the working hours. Any Member interested in obtaining suchparticulars may write to the Company Secretary at the Registered Office of the Company andthe same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are appended as Annexure to the Boards' Report asAnnexure III.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(10) of the Companies Act 2013 andChapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has in place a vigil mechanism wherein the directors and employees to reporttheir concerns about unethical behaviour and actual or suspected fraud or violation ofthe Company's Code of Conduct to the Value Standards Committee. The Company Secretary ofthe Company acts as the Secretary to the Values Standard Committee. On a quarterly basisan update on the issues reported under this policy is placed before the Audit Committee ofthe Board of Directors for its review and perusal. The vigil mechanism Policy is postedon the Company's website at www.adityabirlamoney.com.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION PROHIBITION AND

REDRESSAL) ACT 2013.

The Company has implemented a policy for prevention of Sexual Harassment in line withthe requirements of the Sexual Harassment at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) presided by a senior levelwoman employee has been set up to redress complaints received on sexual harassment. Allemployees (including permanent contractual temporary trainees) are covered under thispolicy.

During the year under review the Company has not received any complaint under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

No. of complaints received None
No. of complaints disposed off Not Applicable

25. EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92 (3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return forthe financial year March 31 2017 in Form MGT-9 is given in Annexure IV to this report.

26. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The Ministry of Corporate Affairs (MCA) Government of India has notified the Companies(Indian Accounting Standards) Rules 2015 on February 16 2015. Further a Press Releasewas issued by the MCA on January 18 2016 outlining the roadmap for implementation ofIndian Accounting Standards (Ind AS) converged with International Financial ReportingStandards (IFRS). The accounts of the Company are consolidated by Aditya Birla NuvoLimited (ABNL) the ultimate holding Company. As Indian Accounting Standards (IND AS) isapplicable to ABNL the Company has prepared its account under IND AS and Indian GenerallyAccepted Accounting Principles (IGAAP).

27. DIRECTORS' RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirementsof the Act and the Accounting Standards. The financial statements reflect fairly the formand substance of transactions carried out during the year under review and reasonablypresents the Company's financial condition and results of operations.

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief:

(i) in the preparation of the annual accounts the applicable standards have beenfollowed along with proper explanation relating to material departures if any;

(ii) appropriate accounting policies have been selected and applied consistently andsuch judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the profit of theCompany for the year ended on that date;

(iii) proper and sufficient care has been taken 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;

(iv) the attached Statement of Accounts for the period ended March 31 2017 have beenprepared on a “going concern basis”;

(v) proper internal financial controls were in place and that the financial controlswere adequate and were operating efficiently.

(vi) proper systems are in place to ensure compliance of all laws applicable to theCompany and that such systems were adequate and operating efficiently;

28. STATUTORY AUDITORS AND THEIR REPORT

M/s. S.R. Batliboi & Co. LLP (Registration No.301003E/E300005) CharteredAccountants Mumbai were appointed in the 19 Annual General Meeting as the StatutoryAuditors of the Company for a period of five years to hold office upto the conclusion ofthe Twenty Fourth Annual General Meeting. As required by the provisions of the CompaniesAct 2013 their appointment should be ratified by the Members at every AGM. Accordinglyrequisite resolution forms part of the notice convening AGM for ratification appointmentof Auditor.

The observations if any made by the Auditors of the Company in their report read withrelevant notes to the Accounts are self-explanatory and therefore do not call for anyfurther comments. The observations reported under Emphasis of Matter by the Auditors ofthe Company in their report with relevant notes to the Accounts are self-explanatory anddo not call for any further explanation / comments.

29. SECRETARIAL AUDITORS

In terms of the provision of the Section 204 of the Act read with Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014 the Board has appointed M/s. BNP & AssociatesCompany Secretaries

Mumbai as the Secretarial Auditor for conducting a Secretarial Audit of the Company forthe financial year ended March 31 2017. The report of the Secretarial Auditors isattached as Annexure VIII. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

30. APPRECIATION

Your Directors take this opportunity to express their sincere appreciation for theexcellent support and co-operation extended by the shareholders customers bankers andother business associates. Your Directors gratefully acknowledge the ongoing cooperationand support provided by Central and State Governments and all Regulatory bodies. YourDirectors place on record their deep appreciation for the exemplary contribution made bythe employees of the Company at all levels. Their dedicated efforts and enthusiasm havebeen pivotal to your Company's growth.

For and on behalf of the Board of Directors
Gopi Krishna Tulsian Tushar Shah
Director Director
DIN : 00017786 DIN : 07504267
Place : Mumbai
Date : April 28 2017

ANNEXURE I TO DIRECTOR'S REPORT

PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE

To : The Members of Aditya Birla Money Limited

1. We have examined the compliance of conditions of Corporate Governance by M/s. AdityaBirla Money Limited for the year ended on 31st March 2017 as stipulated as per therelevant provisions of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) as referred to inRegulation 15 (2) of the Listing Regulations for the period 1st April 2016 to 31st March2017 with the relevant records and documents maintained by the Company and furnished tous and the Report on Corporate Governance as approved by the Board of Directors.

2. The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to review of procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporategovernance as stipulated in the said clause. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

3. Based on the aforesaid examination and according to the information and explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above mentioned Listing Regulations.

4. We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

B. CHANDRA
PRACTICING COMPANY SECRETARY
CP No.7859
Place : Chennai
Date : April 28 2017

ANNEXURE II TO DIRECTOR'S REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rupees)

Sl. No. Particulars As on March 31 2017
1. No. of Subsidiaries One
2. Name of the Subsidiary Aditya Birla Commodities Broking Limited (ABCBL)
3. Reporting period for the Subsidiary April 2016 - March 2017
4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable
5. Share Capital (in Rs.) 5500000 Equity Shares of Rs.10/- each aggregating to Rs.55000000 (Rupees Five Crore and Fifty Lakhs only)
6. Reserves & Surplus (in Rs.) (11154156)
7. Total Liabilities (in Rs.) 223742777
8. Investments (in Rs.) Nil
9. Turnover (in Rs.) 82172035
10. Profit Before Taxation (in Rs.) 11281832
11. Provision for Taxation (in Rs.) Nil
12. Profit after Taxation (in Rs.) 11281832
13. Proposed Dividend (in Rs.) -
14. % of Shareholding 100%

Further the Company does not have any other subsidiaries: 1. which are yet to commenceoperations 2. which have been liquidated or sold during the year

The Company does not have any Associate Companies or Joint Ventures

For and on behalf of the Board of Directors
Gopi Krishna Tulsian Tushar Shah
Director Director
DIN : 00017786 DIN : 07504267
Place : Mumbai
Date : April 28 2017

ANNEXURE III TO DIRECTOR'S REPORT

The information required under Section 197 of the Companies 2013 read with Rule 5(1)of Companies (Appointment and Remuneration) Rules 2014 are given below:

a) The ratio of the remuneration to each Director to the median remuneration of theemployees of the Company for the year ended March 31 2017 is not comparable as noremuneration were paid to the Non-executive Directors of the Company. .

b) The median remuneration of employees of the Company for the financial year 2016-17was Rs.3.12 lakhs.

c) During the financial year under review there was an increase of 9.81% in the medianremuneration of employees.

The calculation of percentage increase in median remuneration is done based oncomparable employees..

d) There were 679 permanent employees on the rolls of Company as on 31 March 2017.

e) The average increase made in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2016-17 was 10.84%. The increase in averageremuneration of the employees of the Company was in line with the Human ResourcePhilosophy & Performance of the Company and was in line with the market trends.

f) Percentage of increase in Remuneration of the Manager Chief Financial Officer andCompany Secretary of the Company during the Financial Year 2016-2017:

S. No Name of Key Managerial Personnel Designation Remuneration for financial year 2016-17 (in lakhs) % increase in Remuneration in financial year 2016-17
1. Mr. Murali Krishnan L. R. Manager 22.82 14.30
.
2 Mr. Vikashh K Agarwal Company Secretary 36.02 12.40
3 *Ms. Sumathy Ravichandran (From 06.05.2016 to 31.07.2016) Chief Financial Officer 0.42 NA
.
4 *Mr. Pradeep Sharma (Appointed with effect from 01.08.2016) Chief Financial Officer 62.13 NA

*Ms. Sumathy Ravichandran appointed on 06.05.2016 and resigned on 31.07.2016 and in herplace Mr. Pradeep Sharma was appointed as Chief Financial Officer with effect from01.08.2016. g) It is hereby affirmed that the remuneration paid is as per the RemunerationPhilosophy / Policy of the Company.

ANNEXURE V TO DIRECTOR'S REPORT

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm's length basis NIL

All transactions entered into by the Company during the year with related parties wereon arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basisa) Name(s) of the related party and nature of relationship NIL b) Nature ofcontracts/arrangements/transactions NIL c) Salient terms of the contracts or arrangementsor transactions including the value if any NIL d) Date(s) of approval by the Board ifany NIL e) Amount paid as advances if any NIL.

ANNEXURE VII TO DIRECTOR'S REPORT

Policy on Remuneration to Directors Key Managerial Personnel and Other Employees

The Nomination and Remuneration Committee has recommended to the Board a policy onremuneration for the Directors Key Managerial Personnel and other employees. The keyhighlights of the policy are reproduced herein below:

Objectives of the Executive Remuneration Program:

Our executive compensation program is designed to attract retain and reward talentedexecutives who will contribute to our long-term success and thereby build value for ourshareholders.

Our executive compensation program is intended to:

1. Provide for monetary and non-monetary remuneration elements to our executives on aholistic basis.

2. Emphasise “Pay for Performance” by aligning incentives with businessstrategies to reward executives who achieve or exceed Group business and individualgoals.

Business and Talent Competitors

We benchmark our executive pay practices and levels against peer companies in similarindustries geographies and of similar size.

Executive Pay-mix

Our executive pay-mix aims to strike the appropriate balance between key components:(i) Fixed Cash compensation (Basic Salary + Allowances) (ii) Annual Incentive Plan (iii)Long-Term Incentives

(iv) Perks and Benefits

Performance Goal Setting

We aim to ensure that for both annual incentive plans and long term incentive plansthe target performance goals shall

be achievable and realistic.

Performance Measurement & Executive Benefits

Our executives are eligible to participate in our broad-based retirement health andwelfare and other employee benefit plans. In addition to these broad-based plans theyare eligible for other benefits plans commensurate with their roles. These benefits aredesigned to encourage long-term careers with the Group.