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Ajanta Soya Ltd.

BSE: 519216 Sector: Others
NSE: N.A. ISIN Code: INE601B01015
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VOLUME 5212
52-Week high 43.90
52-Week low 11.12
P/E 7.55
Mkt Cap.(Rs cr) 56.03
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 37.40
CLOSE 38.00
VOLUME 5212
52-Week high 43.90
52-Week low 11.12
P/E 7.55
Mkt Cap.(Rs cr) 56.03
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ajanta Soya Ltd. (AJANTASOYA) - Director Report

Company director report

DIRECTORS’ REPORT

TO THE MEMBERS OF AJANTA SOYA LIMITED

The Directors hereby present their 25th Annual Report on the business andoperations of the Company and the financial accounts for the year ended 31stMarch 2016.

Financial Highlights (Amount in Lacs)

Particulars Current Year Previous Year
Revenue from operations 57911.83 55266.42
Other Income 337.45 190.51
Profit/(Loss) before Tax 707.90 224.74
Provision for Tax 198.92 (29.88)
Profit/(Loss) after Tax 508.98 254.62
Transfer to Reserve Nil Nil
Reserves and surpluses 1628.52 1119.54
Earning per share 3.28 1.64

Company Performance

During the year under review total income of the Company was Rs. 58249.27 Lac asagainst Rs. 55456.93 Lac in the previous year. The Company was able to earn Profit aftertax for the year of Rs. 508.98 Lacs against a Profit after tax of Rs. 254.62 Lacs in theprevious year. Your Directors are putting in their best efforts to improve the performanceof the Company.

Statement of Company’s Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oilwith shortening products (bakery & biscuit). During the year company has produced106271.921 MT of Vanaspati/Refined Oil as against 89472.406 MT in the previous year.

The most popular brands of Vanaspati/Refined oil are "Dhruv" and"Anchal" both of which enjoy a considerable market share. Detailed informationon the operations of the Company and details on the state of affairs of the Company arecovered in the Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company

There has been no change in the nature of business of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company-31st March 2016 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back theProfits into the business of the Company thus no dividend is being recommended for thisyear.

Share Capital

The paid up Equity Share Capital as on 31st March 2016 was 15.50 crores.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 details of Loans Guaranteesand Investments covered under the provisions of Section 186 of the Companies Act 2013 areas under below.

Detail of Investment as on 31st March 2016
Name of Company Amount (INR)
- DG Estates Pvt. Ltd 14725000
- Dhruv Globals Limited 3680500
- Ajanta Realtech Pvt Ltd 13110000
Investments in Mutual Funds
- LIC of India - Profit Plus Growth Fund 1357000
Investments in Mutual Funds
SBI Mag Insta Cash Fund Liquid Floater Regular Plan 36268473
Investments in Mutual Funds
SBI Premium Liquid Fund - Regular Plan 150000000

 

Detail of Guarantee as on 31st March 2016
Name of Company Amount (INR)
Guarantee issued in favour of bank on behalf of Dhruv Globals Limited 698000000

During the financial year ended 31st March 2016 no Loan u/s 186 of theCompanies Act 2013 was made by the Company.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year2015-16 in terms of Chapter V of the Companies Act 2013.

Report on Subsidiaries Associates and Joint Venture companies

The Company has no subsidiaries associates and joint ventures companies.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1’whichforms part of this report.

Listing

At present the equity shares of the Company are listed at Bombay Stock Exchange Ltd.(BSE). The annual listing fees for the financial year 2016-17 to BSE has been paid.

Corporate Governance

Corporate Governance is all about ethical conduct openness integrity andaccountability of an enterprise. Good Corporate Governance involves a commitment of theCompany to run the business in a legal ethical and transparent manner and runs from thetop and permeates throughout the organization. It involves a set of relationships betweena company’s management its Board shareholders and Stakeholders. It is a key elementin improving the economic efficiency of the enterprise. Credibility offered by CorporateGovernance helps in improving the con_dence of the investors – both domestic andforeign and establishing productive and lasting business relationship with allstakeholders. At ASL Corporate Governance is more a way of business life than a mere legalobligation. Strong governance practices of the Company have been rewarded in terms ofimproved share valuations stakeholder Rs. s con_dence improved market capitalizationcredit ratings etc. A certificate from Auditors of the Company regarding compliance ofthe conditions of Corporate Governance as stipulated under Schedule V of the ListingRegulations is attached in the Corporate Governance Report and forms part of this report.Certificate of the CEO/CFO inter-alia confirming the correctness of the financialstatements compliance with Company Rs. s Code of Conduct adequacy of the internalcontrol measures and reporting of matters to the auditors and the Audit committee in termsof Regulation 17 of the Listing Regulations is attached in the Corporate Governancereport and forms part of this report.

Credit Rating

During the year CRISIL have reaffirmed/issued the following ratings to the Company:

Long-Term Rating CRISIL BBB-/Stable (Upgraded from CRISIL BB+/Stable)
Short-Term Rating CRISIL A3 (Upgraded from CRISIL A4+)

Directors

In Pursuant to Sections 149 152 and other applicable provisions if any of theCompanies Act 2013 one-third of such of the Directors as are liable to retire byrotation shall retire every year and if eligible offer themselves for re-appointment atevery AGM. Consequently Mr Abhey Goyal Whole Time Director will retire by rotation atthe ensuing AGM and being eligible offer himself for re-appointment in accordance withthe provisions of the Companies Act 2013.

The term of appointment of Mr Abhey Goyal as Whole Time Director will end on 31stDecember 2016. Further on the recommendation of Nomination & Remuneration Committeethe Board of Directors of the Company had in its meeting held on August 13 2016re-appointed Mr Abhey Goyal (DIN: 02321262) as a Whole time Director for a period of 3years with effect from January 1 2017 subject to the approval of shareholders in theirgeneral meeting. The terms and conditions for his re-appointment are contained in theexplanatory statement forming part of the notice of the ensuing Annual General Meeting.

The brief resumes of the Directors who are to be appointed/ re-appointed in the ensuingAnnual General Meeting the nature of their expertise in specific functional areas namesof companies in which they have held directorships committee memberships/chairmanshipsand their shareholding etc. are furnished in Corporate Governance Report forming part ofthe Annual Report.

Pursuant to provisions of Section 134(3)(d) of the Companies Act 2013 with respect tostatement on declaration given by Independent Directors under Section 149(6) of the Actthe Board hereby confirms that all the Independent Directors of the Company have given adeclaration and have confirmed that they meet the criteria of independence as provided inthe said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Name Designation
Mr Sushil Goyal Managing Director
Mr Abhey Goyal Whole Time Director
Mr Jai Gopal Sharma Chief Financial Officer
Mr Kapil Company Secretary

During the year Ms Priya Pandey was resigned as Company Secretary w.e.f. May 19 2015and Mr Kapil was appointed as Company Secretary w.e.f. May 30 2015 of the Company.

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as ‘Annexure2’respectively which forms part of this report.

Particulars of remuneration of Directors/ KMP/Employees

There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given below:

Particulars

(i) The Ratio of the remuneration of each

Name of the Director Total Remuneration Ratio to the Median
Director to the median remuneration
of the employees of the Company for Mr Sushil Goyal 3000000 19
the financial year. Mr Abhey Goyal 1200000 8

(ii) The percentage increase in

Name % of Increase
remuneration of each Director Chief
Financial Officer Chief Executive Mr Sushil Goyal (Managing Director) 7%
Officer Company Secretary in the financial year. Mr Abhey Goyal (whole Time Director) Nil
Mr Jai Gopal Sharma (CFO) 9%
Ms Priya Pandey (Company Secretary)* Nil
Mr Kapil (Company Secretary)** Nil
*Resigned w.e.f. 19th May 2015
** Appointed w.e.f. 30th May 2015

 

(iii) The percentage increase in the median remuneration of employees in the financial year. The percentage increase in the Median Remuneration during the financial year is 8% This has been arrived at by comparing the median remuneration of the cost to the company as on 31st March 2015 and the median remuneration of the cost to the Company as on 31st March 2016.
(iv) The number of permanent employees on the rolls of the company. The total number of permanent employee of Ajanta Soya Limited as on 31st March 2016 was 99 (Ninety Nine).
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the manager ial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average % increase in salary was 9% for all employees who went through the compensation review cycle in the year. The compensation decisions for each year are taken after considering some parameters such as comparison of salaries at various levels with benchmark data and the approved compensation budget as per the financial plan for the financial year. The average % increase for managerial personnel as their salaries were lower as compared to the benchmark data.
(Vi) It is here by affirmed that the remuneration is as per the Remuneration Policy of the Company. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is affirmed that the remuneration paid to the Directors Key Managerial Personnel and senior Management is as per the Remuneration Policy of the Company.

Number of Meetings of the Board

During the Financial Year 2015-16 9 (Nine) number of Board meetings were held. Fordetails there of kindly refer to the section Board of Directors in the CorporateGovernance Report.

Performance Evaluation of the Board its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors.

A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Board Rs. s focus regulatory compliances andCorporate Governance etc. Similarly for evaluation of Individual Director’sperformance the questionnaire covers various aspects like his/her profile contributionin Board and Committee meetings execution and performance of specific dutiesobligations regulatory compliances and governance etc.

Board members had submitted their response on a scale of 5 (excellent) – 1 (poor)for evaluating the entire Board respective Committees of which they are members and oftheir peer Board members including Chairman of the Board. The Independent Directors hadmet separately without the presence of Non-Independent Directors and the members ofmanagement and discussed inter-alia the performance of non-Independent Directors andBoard as a whole and the performance of the Chairman of the Company after taking intoconsideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector Rs. s performance. The performance evaluation of all the Independent Directorshave been done by the entire Board excluding the Director being evaluated. On the basisof performance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31st March 2016 the Audit Committee of the Company comprises thefollowing directors: Mr Harsh Chander Kansal–Chairman (Independent Director) MrHemant Kumar Bansal-Member (Independent Director) Mr Abhey Goyal- Member (Executive andPromoter Director) Further all recommendations of Audit Committee were accepted by theBoard of Directors.

Statutory Auditors and their Report

The Auditors M/s Tas Associates Chartered Accountants were appointed with yourapproval at the 23rd AGM to hold such office till the conclusion of the 26thAGM.The Board in terms of Section 139 of the Act on the recommendation of the AuditCommittee has recommended for the ratification of the Members the appointment of M/s TasAssociates from the conclusion of the ensuing AGM till the conclusion of the 26thAGM.

The Board in terms of Section 142 of the Act on the recommendation of the AuditCommittee has also recommended for the approval of the Members the remuneration of M/sTas Associates for the financial year 2016-17.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor Rs. s Report areself-explanatory.

Cost Auditors and their Report

As per Section 148 of the Companies Act 2013 read with Rules framed thereunder M/sK.G. Goyal & Associates Cost Accountants (Firm Rs. s Membership No. 000024) werere-appointed as Cost Auditors for the financial year 2015- 16 to conduct cost audit of theaccounts maintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by theBoard of Directors on the recommendation of Audit Committee. The requisite resolution forratification of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing annual general meeting. They have also been appointed as CostAuditors for financial year 2016-17 by the Board of Directors upon recommendation ofAudit Committee to conduct cost audit of the accounts maintained by the Company inrespect of the various products prescribed under the applicable Cost Audit Rules.

Secretarial Auditors and their Report

Your Board during the year appointed M/s R & D Company Secretaries to conductsecretarial audit of the Company for the financial year ended 31st March 2016.The Report of M/s R & D Company Secretaries in terms of Section 204 of the Act isprovided in the ‘Annexure 3’ forming part of this Report.

Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement the Directors confirm:

a) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;

b) That they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe Profit and loss of the Company for that period;

c) That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility(CSR)

The Company does not come under the preview of Section 135 of the Companies Act 2013in relation to Corporate Social Responsibility for the financial year 2015-16.

Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government

The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company’spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has a well-placed proper and adequate IFC system which ensures that allassets are safeguarded and protected and that the transactions are authorised recordedand reported correctly. The Company’s IFC system also comprises due compliances withCompany Rs. s policies and Standard Operating Procedures (SOP Rs. s) and audit andcompliance by in-house Internal Audit Division supplemented by internal audit checks fromS. Chand Mittal & Co the Internal Auditors and various transaction auditors. TheInternal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the majority of the transactions in value terms. Independence of theaudit and compliance is ensured by direct reporting of Internal Audit Division andInternal Auditors to the Audit Committee of the Board. During the year the Internalauditors have also been engaged for providing assistance in improvising IFC framework(including preparation of Risk & Control Matrices for various processes) anddeployment of Self Assessment Tool.

Details of internal financial control and its adequacy in compliance with theprovisions of Rule 8 (5)(viii) of Companies (Accounts) Rules 2014 are included in theManagement Discussion and Analysis Report which forms part of this Report.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. Itestablishes various levels of accountability and overview within the Company whilevesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this programme each Function and Unit addresses opportunities andrisks through a comprehensive approach aligned to the Company’s objectives. TheCompany has laid down procedures to inform the Audit Committee as well as the Board ofDirectors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme whichgives an opportunity to increase the effectiveness of risk management practices and forimproving business efficiency. The Company’s social and environmental policiescorrelate strongly with the risk management strategy and ultimately the financialperformance. This risk management process which is facilitated by internal audit coversrisk identification assessment analysis and mitigation. Incorporating sustainability inthe process also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The current risk slate and the comprehensive riskpolicy have been further redefined during the year. The major risks forming part of theEnterprise Risk Management process are linked to the audit universe and are covered aspart of the annual risk based audit plan.

Vigil Mechanism Policy

The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company’s Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee.

Prevention of Sexual Harassment

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

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as ‘Annexure4’ to this Report.

Contracts or arrangements with Related Parties under Section 188(1) of the CompaniesAct 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm’slength basis. During the year the Company had not entered into any contract orarrangement with related parties which could be considered ‘material’ accordingto the policy of the Company on Materiality of Related Party Transactions. Accordinglythere are no transactions that are required to be reported in form AOC-2.

With reference to Clause 53(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your attention is drawn to the Related Party disclosuresset out in Note no. 36 of the Financial Statements.

Significant and material orders passed by the Regulators or Courts or Tribunalsimpacting the going concerns status and company Rs. s operations in future

The Company has not received any significant or material orders passed by anyregulatory Authority Court or Tribunal which shall impact the going concern status andCompany Rs. s operations in future.

Acknowledgements

Your Directors place on record their gratitude to the Central Government StateGovernments and Company’s Bankers for the assistance co-operation and encouragementthey extended to the Company. Your Directors also wish to place on record their sincerethanks and appreciation for the continuing support and unstinting efforts of investorsvendors dealers business associates and employees in ensuring an excellent allaroundoperational performance.

By order of the board
For Ajanta Soya Limited
Sushil Goyal Harsh Chander Kansal
DIN: 00125275 DIN: 00125411
Managing Director Director
Address: House No. 42-A Address: I-79Phase-1
Place: New Delhi Road No.78 West Punjabi Bagh Ashok Vihar
Date: 13th August 2016 New Delhi - 110026 New Delhi - 110052

Encl:

1. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo-Annexure-1

2. Company’s Policy on Directors’ appointment and remuneration-Annexure-2

3. Secretarial Audit Report-Annexure-3

4. Extract of Annual Return in MGT-9-Annexure-4

Annexure - 1

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Conservation of Energy
(i) Steps taken or impact on conservation of energy Steam Consumption reduced with use of double stage vacuum pump.
(ii) Steps taken by the Company for utilizing alternate sources of energy We are exploring the possibilities of installing solar power plant in future.
(iii) Capital investment on Energy Conservation equipment No major capital investment but with in-House balancing and minor modifications within systems.
Technology Absorption
(i) The efforts made towards technology absorption Tanker filling station has been provided with auto batching system through mass flow meter.
Manual filling machines are being replaced with automatic machines step by step.
(ii) The benefits derived like product improvement cost reduction product development or import substitution We are getting benefits with new technology absorption consistently with respect to cost reduction and product development.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NA
a) the details of technology imported; NA
b) the year of import; NA
c) whether the technology been fully absorbed; NA
d) if not fully absorbed areas where absorption has not NA
taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development. The product and process development is a continuous process which is being practiced without significant expenditure.

 

Foreign Exchange Earnings & Outgo
The Foreign Exchange earned in terms of actual inflows Earnings 38.96 Lac
during the year and the Foreign Exchange outgo during the year in terms of actual outflows. Outgo 31399.29 Lac

Annexure - 2

Company’s Policy on Directors’ appointment and remuneration

Our policy on the appointment and remuneration of directors and key managerialpersonnel provides a framework based on which our human resources management aligns theirrecruitment plans for the strategic growth of the Company. The nomination and remunerationpolicy is provided herewith pursuant to Section 178(4) of the Companies Act and Clause49(VI)(B)4) of the Listing Agreement. The policy is also available on our website www.ajantasoya.com.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Clause 49of the Listing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

Definitions:

"Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means:

(i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

(ii) Chief Financial Officer;

(iii) Company Secretary; and

(iv) Such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.

Objective:

The objective of the policy is to ensure that

• ?the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• ?relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• ?remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay re_ecting short and long-termperformance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

• To devise a policy on Board diversity composition size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT a)The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend his / her appointment as per Company’s Policy. b) A person shouldpossess adequate qualification expertise and experience for the position he/she isconsidered for appointment. The Committee has authority to decide whether qualificationexpertise and experience possessed by a person is sufficient / satisfactory for theposition. c) The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Whole Time Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director/ Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company. b) The Nomination and Remuneration Committeeshall make such recommendations to the Board of Directors as it may consider appropriatewith regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non-Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors. b) All the remuneration of theNon-Executive/Independent Directors (excluding remuneration for attending meetings asprescribed under Section 197 (5) of the Companies Act 2013) shall be subject to ceiling/limits as provided under Companies Act 2013 and rules made there under or any otherenactment for the time being in force. The amount of such remuneration shall be such asmay be recommended by the Nomination and Remuneration Committee and approved by the Boardof Directors or shareholders as the case may be. c) An Independent Director shall not beeligible to get Stock Options and also shall not be eligible to participate in any sharebased payment schemes of the Company. d) Any remuneration paid toNon-Executive/Independent Directors for services rendered which are of professional innature shall not be considered as part of the remuneration for the purposes of clause (b)above if the following conditions are satisfied: i. The Services are rendered by suchDirector in his capacity as the professional; and ii. In the opinion of the Committee thedirector possesses the requisite qualification for the practice of that profession. e) TheCompensation Committee of the Company constituted for the purpose of administering theEmployee Stock Option/ Purchase Schemes shall determine the stock options and other sharebased payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company’s Policy. b) The Compensation Committee of theCompany constituted for the purpose of administering the Employee Stock Option/ PurchaseSchemes shall determine the stock options and other share based payments to be made toKey Managerial Personnel and Senior Management. c) The Fixed pay shall include monthlyremuneration employer’s contribution to Provident Fund contribution to pensionfund pension schemes etc. as decided from to time. d) The Incentive pay shall be decidedbased on the balance between performance of the Company and performance of the KeyManagerial Personnel and Senior Management to be decided annually or at such intervals asmay be considered appropriate.

IMPLEMENTATION

• The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

• The Committee may Delegate any of its powers to one or more of its members.