Agarwal Industrial Corporation Ltd.
|BSE: 531921||Sector: Industrials|
|NSE: AGARIND||ISIN Code: INE204E01012|
|BSE LIVE 15:40 | 23 Jan||339.95||
|NSE LIVE 15:48 | 23 Jan||339.20||
|Mkt Cap.(Rs cr)||294.40|
|Mkt Cap.(Rs cr)||294.40|
Agarwal Industrial Corporation Ltd. (AGARIND) - Director Report
Company director report
TO THE MEMBERS
The Directors have pleasure in presenting the Twenty First Annual Report of the Companytogether with its Audited Statement of Profit and Loss for the year ended March 31 2015and the Balance Sheet as on that date:
( Rs In Lacs )
RESULTS OF OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY
Your Directors are pleased to report that the total Income for the year ended March 312015 was Rs 22007.70 Lacs as compared to previous year's total income of Rs 17704.36 Lacsthus registering an increase of 24.30 % over the previous year. Consequently Profitsbefore Tax increased by 30.65 %. Profit After Tax by 16.64 % and Cash Profits by 9.82%.
Please refer to the Chapter on Management Discussion and Analysis for detailed analysisof the performance of the Company regarding business scenario and new expansion projectinitiated during the financial year ended March 31 2015
Your Directors have recommended a dividend of Rs1.50 per equity share of the face valueof Rs10/ each. for the financial year ended March 31 2015. The dividend payout is subjectto approval of the members at the ensuing Annual General Meeting.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("The Act ") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statement is provided in this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Bituminex Cochin Pvt Ltd (BCPL) is the Wholly Owned Subsidiary (W.O.S ) of yourCompany.
The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiaryprepared in accordance with the relevant Accounting Standards of the Institute ofChartered Accountants of India duly audited by the Statutory Auditors form a part of theAnnual Report and are reflected in the Consolidated Accounts.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.
Pursuant to the provisions of Section 136 of the Act the financial statement of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiary are available on the website of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with Stock Exchanges is presented in a separatesection forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 with regard to Corporate SocialResponsibility shall be applicable with effect from the financial year 2015-16.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with thesize scale and nature of its operations. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct. The provisions of thispolicy are in line with the provisions of Section 177 (9) of the Act and the revisedClause 49 of the Listing Agreement. The Whistle Blower Policy can be accessed on theCompany's website- www.aicltd.in.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure I.
Details pertaining to the composition of Audit Committee are included in the CorporateGovernance Report which forms part of the Annual Report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions (RPTs) that were entered into during the financial yearwere on an arm's length basis and in the ordinary course of business. However as abundantprecaution the requisite approvals of the Audit Committee the Board and Members wereduly obtained. The Policy on materiality of related party transactions may be accessed onthe Company's website- www.aicltd.in.
Yours Directors draw attention of the members to Discussion and Analysis Report for theyear under review attached to this Annual Report for related party disclosures.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013 ("THE ACT")
Particulars of loans given investments made and securities provided are mentioned inthe financial statement under Note 12 13 15 and 18 of the said statement. Your Companyhas not provided any guarantee or given security in connection with loan to any other bodycorporate or person.
The Company has constituted a Risk Management Committee details of which are set outin the Corporate Governance Report.
The Company has adopted a Risk Management Policy pursuant to the provisions of Section134 of the Act which has a Risk Management framework to identify and evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on business objective and enhance the Company's competitive advantage. The riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 149 of the Act and pursuant to the provisions of Clause 49 of theListing Agreement with the Stock Exchanges the Members in the previous Annual GeneralMeeting of the Company held on September 30 2014 appointed Mr. Jaswant D. Sharma Mr.Rajkumar Mehta Mr. Harikrishna Patni and Mr. Alok Bharara and Ms. Priti Lodha (WomanDirector) as Independent Directors of the Company for a period of five years commencingfrom September 30 2014. Mr. R. T. Rajguroo an Independent Director resigned from theBoard with effect from 16/4/2014 and the Board placed on record its appreciation for hisvaluable contribution to the progress of the Company.
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed both under the Act and Clause 49of the Listing Agreement with the Stock Exchanges.
Further Members in the previous Annual General Meeting of the Company also inaccordance with the Act and the Articles of Association of the Company modified theappointment of Mr. Jaiprakash Agarwal Mr. Lalit Agarwal and Mr. Ramchandra Agarwal asDirectors liable to retire by rotation.
In terms of Section 203 of the Act the following were designated as KMP of your Companyby the Board:
Mr. Jaiprakash Agarwal Managing Director.
Mr. Lalit Agarwal Whole Time Director
Mr. Ramchandra Agarwal Whole Time Director
Mr. Rakesh Bhalla - CFO & Company Secretary
During the year under review 12 (Twelve) Board Meetings were held and the interveninggap between the meetings did not exceed the period prescribed under the Act the detailsof which are given in the Corporate Governance Report.
The Company has adopted the Governance guidelines which inter alia cover aspectsrelated to composition and role of the Board Directors Board diversity definition ofindependence Director's term and Committees of the Board. It also covers aspects relatingto nomination appointment induction and development of Directors Directorsremuneration Code of Conduct Board Effectiveness Review and mandates of BoardCommittees.
A. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirement as prescribed by Securities Exchange Board of India(SEBI) under Clause 49 of the Listing Agreement.
The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee (NRC) reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the board as a whole was evaluated taking into account theviews of the Executive Directors and Non-Executive Directors. The same was discussed inthe Board meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual Directors was also discussed.
B. Appointment of Directors and Criteria for determining qualifications positiveattributes independence of a Director
The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of the Company. The NRC reviews and meets potential candidatesprior to recommending their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated tojheappointee
The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178 (3) of the Act andClause 49 of the Listing Agreement as stated under:
Independence: A Director will be considered as an 'Independent Director' if he/ shemeets with the criteria for 'Independence' as laid down in the Act Clause 49 of theListing Agreement.
Competency: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board has a mix of members with different educational qualifications knowledgeand with adequate experience in banking and finance accounting and taxation economicslegal and regulatory matters.
Additional Positive Attributes:
The Directors should not have any other pecuniary relationship with the Companyits subsidiaries associates or joint ventures and the Company's promoters except asprovided under law.
The Directors should maintain an arm's length relationship between themselvesand the employees of the Company as also with the Directors and employees of itssubsidiaries associates joint ventures promoters and stakeholders for whom therelationship with these entities is material.
The Directors should not be the subject of proved allegations of illegal orunethical behaviour in their private or professional lives.
The Directors should have the ability to devote sufficient time to the affairsof the Company.
C. Remuneration Policy
The Company had adopted a Remuneration Policy subject to review from time to time forthe Directors KMP and other employees pursuant to the provisions of the Act and Clause49 of the Listing Agreement. The key principles governing the Company's RemunerationPolicy are as follows:
Remuneration for Independent Directors and Non-Independent Non-Executive Directors
Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED)may be paid sitting fees for attending the meetings of the Board and of Committees ofwhich they may be members.
Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives.
Remuneration paid should be reflective of the size of the Company complexity ofthe sector/ industry/Company's operations and the Company's capacity to pay theremuneration and be consistent with recognized best practices.
The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.
Remuneration for Managing Director (MD)/ Executive Directors (ED)/ Key ManagerialPersonnel (KMP)/ rest of the Employees
The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements.
Basic/ fixed salary is provided to all employees to ensure that there is asteady income in line with their skills and experience.
It is affirmed that the remuneration paid to Directors KMP and all other employees isas per the Remuneration Policy of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no significant material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.
At the Annual General Meeting the Members will be requested to ratify there-appointment of M/s Ladha Singhal & Associates Chartered Accountants 209 ApolloComplex R.K.Singh Marg Off. Parsi Panchayat Road Near Sona Udyog Andheri [East]Mumbai - 400069 as the Auditors of the Company to hold office from the conclusion of thisAnnual General Meeting till the conclusion of the next Annual General Meeting at suchremuneration as may be mutually agreed upon between the Board of Directors of the Companyand the Auditors. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and they arenot disqualified for re-appointment.
The notes on financial statement referred to in the Auditors' Report are selfexplanatory and donot call for any further comments. The Auditors' Report does not containany qualification reservation or adverse remark.
The Board of Directors of your Company has appointed Mr. P.M. Vala Practicing CompanySecretary (Membership No.4237-FCS- 5193 CP- 4237 ) to undertake the Secretarial Audit ofthe Company for the financial year 2014-15. The Secretarial Audit Report is annexedherewith as Annexure II. The report does not contain any qualifications reservation oradverse remarks.
Pursuant to the provisions of Section 148 and other applicable provisions if any ofthe Companies Act 2013 and the Companies ( Cost Records and Audit ) Rules 2014(including any statutory modification(s) or re-enactments thereof for the time being inforce) the Board of Directors of the Company appointed Mr. Vinayak Kulkarni CostAccountant (Membership No - 28559 ) as the Cost Auditors to conduct the cost records ofthe Company for relevant segments for the financial year ending March 31 2016.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(M) of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo during the financial year ended March31 2015 is given as below :
(A) Conservation of Energy
a) The following measures are taken for conservation of electrical energy:
(i) Energy consumption remains under strict vigil of the factory management.
(ii) Evenly distribution of loads throughout the day reduces the maximum demand whichimprovise plant and equipment efficiency.
(iii) improvisation of power factor by using right type of power improvementcapacitors.
b) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy. A few proposals in this regard are under consideration of theCompany.
c) Impact of measures (a) and (b) results in reduction in number of units consumed andconsequently lowering of overall cost of production.
(B) Technology Absorption:
Company uses indigenous technology for our operations and the management keeps onreviewing and analyzing the means and methods by which the existing technology can bemodified upgraded or improved upon for better operations. It has yet to establish aseparate research and development division for this purpose.
(C) Foreign Exchange Earnings and Outgo:
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.
The disclosure required to be furnished pursuant to Section 197 (12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure III to this report.
However since there were no employees drawing remuneration in excess of the limits setout in the aforesaid rules the particulars of employees required to be furnished pursuantto Section 197 (12) read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 does not forms part of this AnnualReport.
The Company did not accept any Fixed Deposits from the public and no fixed depositswere outstanding or unclaimed as on March 31 2015.
LISTING OF SHARES
The equity shares of your Company have been listed on the BSE and the National StockExchange .The listing fees for the year 2015-16 have been duly paid.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state and confirm that:
(i) in the preparation of the annual accounts for the financial year ended March 312015 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and that there are no material departures from thesame;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profitsof the Company for the year ended on that date.
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the accounts for the financial year ended March 312015 on a 'going concern' basis;
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively;
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.
Your Company ensures maintaining highest standards of corporate governance as percorporate governance requirements formulated by SEBI. The report on Corporate Governanceas per Listing Agreement forms an integral part of the Annual Report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofcorporate governance is attached to report on corporate governance.
The Directors express their deep sense of appreciation for the contribution made by theemployees to the significant improvement in the operations of the Company.
The Directors also thank all their Bankers Members Customers Lenders VendorsBusiness Partners and all concerned Regulatory Authorities for their continuedco-operation and support.
Annexure - I
Form No. MGT- 9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31 2015
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies
(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -
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 Promters Shareholding (Please specify if there is change)
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):
Note : The above mentioned details regarding Shareholding Pattern of top tenShareholders (other than Directors Promoters and Holders of GDRs and ADRs) are based uponthe top ten shareholders during financial year 2014-15 derived from the Benpos receivedfrom the Depositories & furnished to us by the Registrar & Share Transfer Agent ofthe Company.
(V) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/accrued but not due forpayment:
( Rs in Lacs )
VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
(Rs in Lacs )
B. REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
-(Rs in Lacs )-
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Agarwal Industrial Corporation Limited
Eastern Court Unit No.201-202
Plot No.12 V.N.Purav Marg S.T.Road
Chembur Mumbai-400 071
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Agarwal Industrial CorporationLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the Agarwal Industrial Corporation Limited's books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended on31st March'2015 ('Audit Period') complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by Agarwal Industrial Corporation Limited for the financial year endedon 31st March'2015 according to the provisions of:
The Companies Act 2013 (the Act) and the Rules made thereunder
(i) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules madethereunder
(ii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iii) Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings
(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') to the extent applicable to the Company :-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)Regulations 2011(Not applicable to the Company during the Audit Period)
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992
(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) Guideline 1999 and The Securities and Exchange Board ofIndia(Share Based Employee Benefits) Regulations 2014 notified on 28th October'2014 (Notapplicable to the Company during the 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
(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 examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified before the Audit Period hence not applicable to the Company).
(ii) The Listing Agreements entered into by the Company with the BSE Limited & NSE.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried 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 and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meeting are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as may be.
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.
Finally I report that out of 3 Key Managerial Positions (KMP) two i.e. Chief FinancialOfficer (CFO) and Company Secretary (CS) have been held by a single person.
Note: This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.
Annexure A to Secretarial Audit Report
Agarwal Industrial Corporation Limited
Secretarial Audit Report of even date is to be read along with this letter.
1. The compliance of provisions of all laws rules regulations standards applicableto Agarwal Industrial Corporation Limited (the 'Company) s the responsibility of themanagement of the Company. Our examination was limited to the verification of records andprocedures on test check basis for the purpose of issue of the Secretarial Audit Report.
2. Maintenance of secretarial and other records of applicable laws is theresponsibility of the management of the Company. Our responsibility is to issueSecretarial Audit Report based on the audit of the relevant records maintained andfurnished to us by the Company along with explanations where so required.
3. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial and otherlegal records legal compliance mechanism and corporate conduct. The verification was doneon test check basis to ensure that correct facts as reflected in secretarial and otherrecords produced to us. We believe that the processes and practices we followed providesa reasonable basis for our opinion for the purpose of issue of the Secretarial AuditReport.
4. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
5. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and major events during the audit period.
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 - III
Information under Section 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of
Managerial Personnel) Rules 2014
a. The ratio of the Remuneration of each Director to the median Remuneration of theemployees of the Company for the financial year.
b. The percentage increase in Remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.
c. Comparison of the Remuneration of each Key Managerial Personnel against theperformance of the Company.
* for part of the year with effect from June 1 2013
d. The percentage increase in the median remuneration of employees in the financialyear ended March 31 2015 was 51.38% consequent to increase in number of employees otherthan KMPs during year under review.
e. The number of permanent employees on the rolls of company were 60 in number.
f. The explanation towards the relationship between average increase in remunerationand Company performance:
In view of the business performance the Company undertook normal salary revision infavour of the employees. The overall percentage increase of 26.86% has been primarilyprovided to offset inflation cost and increase in cost of living expenses.
g. Comparison of the Remuneration of the Key Managerial Personnel (KMP) with regard tothe performance of the Company
h. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer.
The market capitalization of the Company as at March 31 2015 at BSE is Rs 5071.87Lacs as against Rs 7607.80 Lacs as at March 31 2014 decrease of 33.33 % during the yearunder review. The Company has positive Earnings Per Share in the above years due to betterperformance of the Company. The market quotation (BSE closing) of the Equity Shares of theCompany as on March 31 2015 was Rs 92/- per share of face value Rs 10 each representingan increase of approximately 820% over the period.
The market capitalization of the Company as at March 31 2015 at NSE is Rs 5058.09Lacs as against Rs 9923.22 Lacs as at March 31 2014 decrease of 49.03 % during the yearunder review. The Company has positive Earnings Per Share in the above years due to betterperformance of the Company The market quotation (NSE closing) of the Equity Shares of theCompany as on March 31 2015 was Rs 91.75- per share of face value Rs 10 each representingan increase of approximately 817.50% over the period.
i. Average percentile increase already made in the salaries of employees other than theManagerial Personnel in the last financial year is 6.86% and increse in remunerationmanager person is 7.24 per cent.
No sitting fee remuneration or commission of whatsoever kind and nature was paid tothe Non- Executive Directors during the financial year ended March 31 2015.
Executive Directors :
Except the remuneration paid to Managing Director and Whole-Time Directors as stated inpara "c" above no commission of whatsoever kind and nature was paid to theExecutive Directors during the financial year ended March 31 2015.
Profit after Tax Minority Interest and Share of Associates
Profit after Tax of the Company for the financial year ended March 31 2015 was Rs579.23 Lacs. The Company has Wholly Owned Subsidiary Company and hence there is nominority interest. There are no associates and hence share of associates is nil.
Cash Flow Data
The following table sets forth selected items from the consolidated cash flowstatements: