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Albert David Ltd.

BSE: 524075 Sector: Health care
NSE: ALBERTDAVD ISIN Code: INE155C01010
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OPEN 342.75
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VOLUME 871
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52-Week low 238.20
P/E 28.86
Mkt Cap.(Rs cr) 196.25
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Sell Price 0.00
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OPEN 342.75
CLOSE 349.85
VOLUME 871
52-Week high 429.50
52-Week low 238.20
P/E 28.86
Mkt Cap.(Rs cr) 196.25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Albert David Ltd. (ALBERTDAVD) - Director Report

Company director report

TO THE SHAREHOLDERS

Ladies & Gentlemen

Your Directors have pleasure in presenting their 77th Annual Report on the business andoperations of the Company and the accounts for the financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY :

(Rs. in Lacs)
2015-2016 2014-2015
Revenue from operations/Net Sales 32123.52 32086.28
Earning before Interest Depreciation Tax & Ammortisation [EBIDTA] 3105.46 3658.38
Other Income 196.61 179.59
Finance Costs 181.09 269.62
Gross Profit (EBDTA) 3120.98 3568.35
Depreciation and Amortization 899.87 1541.46
Profit Before exceptional and extraordinary items and tax 2221.11 2026.89
Exceptional items 4080.75 -
Profit Before extraordinary items and tax 6301.86 2026.89
Extraordinary items - -
Profit Before Tax [PBT] 6301.86 2026.89
Tax expense including for earlier years 1502.27 656.86
Net Profit after Tax [PAT] 4799.59 1370.03
Balance of Profit brought forward from previous year 571.58 529.34
Less : Fixed Assets adjusted for over-aged assets (Net of deferred tax) (21.16) -
Surplus available for appropriation 5350.01 1899.37
Appropriations :
Interim Dividend 313.91 313.89
Tax on Dividend 63.90 63.90
Transfer to General Reserve 4000.00 950.00
Balance Carried to Balance Sheet 972.20 571.58

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/ STATE OFCOMPANY’S AFFAIRS :

During the year under review your Company achieved Net Sales of Rs.32123.52 Lacs andrecorded a Gross Profit of Rs.3120.98 Lacs compared to previous year's Net Sales of Rs.32086.28 Lacs and Gross Profit of Rs. 3568.35 Lacs. As reported in the last year yourCompany has successfully launched Dhup Tab & Drop (Vit.D3) Inbalanse-Z (probiotic)and Evict-XF (Laxative).

During the current financial year your Company plans to further strengthen Inbalanserange by launching Inbalanse Capsule & Inbalanse Readysolution.

Your Directors are hopeful of further growth in sales and better financial performanceduring the current year.

DIVIDEND

Interim Dividend of Rs.5.50 per equity share of Rs.10/- each for the financial yearended 31st March 2016 amounting to Rs.377.81 Lacs (inclusive of dividend distribution taxof Rs.63.90 Lacs) was paid during the year. Considering this no final dividend isrecommended by the Board.

TRANSFER TO RESERVES :

The Board proposes to transfer an amount of Rs.4000.00 Lacs to General Reserve.

CHANGE IN THE NATURE OF BUSINESS IF ANY :

During the year under review there has been no change in the nature of business of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE :

There was no material changes and commitments in the business operation of the Companyaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE :

There was no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company’s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS :

1. The Company has appointed Internal Auditors to observe the Internal Controlswhether the work flow of organization is being done through the approved policies of theCompany. In every quarter during the approval of Financial Statements Internal Auditorspresent the Internal Audit Report and Management comments on the Internal Auditobservations;

2. The Board of Directors of the Company have adopted various policies like RelatedParty Transaction Policy Whistle Blower Policy and other procedures for ensuring theorderly and efficient conduct of its business. The Company’s system of internalcontrol has been designed to provide a reasonable assurance with regard to maintaining ofproper accounting controls monitoring of operations safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

3. The Company is in process of installing ERP suite for a reliable high endcomprehensive disciplined and integrated business solution.

DEPOSITS :

The Company has outstanding deposits of Rs.437.75 Lacs as on 31st March 2016 which wasaccepted from the shareholders of the Company in terms of section 73 of the Companies Act2013. There was no overdue deposit as on 31st March 2016 except Rs.21.80 Lacs (includingaccrued interest of Rs.1.80 Lacs) which remained unclaimed.

STATUTORY AUDITORS :

M/s. G. Basu & Co. Kolkata Chartered Accountants (Firm Registration No.301174E)had been appointed as Statutory Auditors of the Company by the members in their AGM heldon 7th August 2014 till the AGM of the Company to be held in 2017 (subject toratification by members at every AGM). Accordingly appointment of M/s. G. Basu & Co.Chartered Accountant as Statutory Auditors of the Company for the financial year 2016-17is placed for ratification by the shareholders.

M/s. G. Basu & Co. Kolkata Chartered Accountants have signified their consent inwriting for such appointment along with a certificate stating that their appointment ifmade shall be in accordance with Section 139 read with Section 141 of the Companies Act2013.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

The Company does not have any subsidiary/joint ventures/associate companies.

AUDITORS’ REPORT :

The Auditors’ Report to the shareholders on the accounts of the Company for thefinancial year ended 31st March 2016 does not contain any qualification reservation oradverse remark or disclaimer.

SECRETARIAL AUDIT :

The provisions of Section 204 read with Section 134(3) of the Companies Act 2013mandates Secretarial Audit of the Company for the financial year 2015-2016 by a CompanySecretary in Practice and accordingly the Board have appointed M/s. MKB & AssociatesPracticing Company Secretary (C.P.No: 7596) as Secretarial Auditor to conduct Secretarialaudit of the Company for the Financial year ended on 31st March 2016.

Secretarial Audit Report issued by M/s. MKB & Associates Practicing CompanySecretary in form MR-3 is enclosed as "Annexure - 1" to this Annual Report.

There are no qualifications in Secretarial Audit Report.

COST AUDIT :

In accordance with the provisions of Section 148 of the Companies Act 2013 and theCompanies (Audit & Auditors) Rules 2014 the Company is required to appoint a costauditor to audit the cost records of the applicable products of the Company relating tothe business of manufacturing Bulk Drugs and Formulations. Accordingly M/s. S. Gupta& Co. Kolkata Cost Accountants (Registration No.000020) were appointed as the CostAuditors for auditing the Company's cost accounts for the year ended 31st March 2016.

As required under the Companies Act 2013 the remuneration payable to the cost auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a Resolution seeking Member's ratification for the remuneration payable toM/s. S. Gupta & Co. Cost Auditors is included in the Notice convening the AnnualGeneral Meeting.

SHARE CAPITAL :

There is no change in the Share Capital of the Company during the year.

EXTRACT OF THE ANNUAL RETURN :

The extract of the Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is enclosed as "Annexure - 2" to this Report.

THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOPURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT 2013 (ACT) READ WITH THECOMPANIES (ACCOUNTS) RULES 2014 :

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as "Annexure - 3" tothis Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Board of Directors of the Company have constituted Corporate Social ResponsibilityCommittee consisting of following persons namely Mr. A. K. Kothari designated asChairman Mr. K. P. Mundhra Executive Director and Dr. K. Lahiri Independent Director ofthe Company as members of the Committee.

The Board of Directors of the Company on the recommendation of CSR Committee hasadopted a CSR Policy at its meeting held on 13th November 2014 which inter-alia statesthe CSR activities to be taken by the Company. The Policy may be referred at the Company'sofficial website at http://www.albertdavidindia.com/investor-relation/si/csr.

The Company has contributed Rs.10.00 Lacs in discharging its corporate responsibilityobligation during the year. In terms of section 135 of the Companies Act 2013 an amountof Rs.34.80 Lacs was due. The balance amount of Rs.24.80 Lacs has been carried forward tothe next year as suitable project/programme could not be identified for carrying theactivities as per CSR Policy of the Company.

Report on Corporate Social Responsibility as per Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 is prepared and the same is enclosed as"Annexure - 4" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(a) Declaration by Independent Directors :

All the Independent Directors have submitted their declarations of independencepursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as laid down in section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.

(b) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. pursuant to Regulation 25(7) of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015. On appointment the IndependentDirector is issued a Letter of Appointment setting out in detail the terms ofappointment duties responsibilities and expected time commitments. Each newly appointedIndependent Director is taken through a formal induction program on the Company'soperations marketing finance and other important aspects. The Company Secretary briefsthe Director about their legal and regulatory responsibilities as a Director. The Directoris also explained in detail the various compliances required from him as a Director underthe various provisions of the Companies Act 2013 SEBI (LODR) Regulation 2015 SEBI(Prohibition of Insider Trading) Regulations 2011 the Code of Conduct of the Company andother relevant regulations. The details of familiarization program is available on theCompany's website under the weblink: http://www.albertdavidindia.com/investor-relation/si/familiarisation

(c) Non-Independent Director

In accordance with the provisions of Articles of Association of the Company Mrs.Prabhawati Devi Kothari Director of the Company is liable to retire by rotation andbeing eligible offer herself for re-appointment. The Board recommends her appointmentwith a view to avail her valuable advices and wise counsel.

A brief profile of the above Director seeking appointment/re-appointment required underRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 is given in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in section 164(2) of the Companies Act 2013 and rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

(d) Change in Directorship during the year

There was no change in Directorship during the year. Mr. K P Mundhra WholetimeDirector who was re-appointed by the Board as the Executive Director in its meeting heldon 28th March 2016 for a period of one year with effect from 1st April 2016 has resignedwith effect from 1st July 2016. The Board put on record their appreciation for thevaluable services rendered by Mr. K P Mundhra during his tenure.

(e) Key Managerial Personnel

Mr. A. K. Kothari Chairman & Managing Director Mr. K. P. Mundhra ExecutiveDirector Mr. S. C. Shah Vice President(Finance) & CFO and Dr. Indrajit DharAssociate Vice President (Accounts & Taxation)-cum-Company

Secretary were re-designated as Whole-time Key Managerial Personnel of the Company asper section 203(2) of the Companies Act 2013.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE :

Pursuant to the provisions of Section 178 of the Companies Act 2013 and the SEBIListing Regulations evaluation of all Board members is done on an annual basis. Theevaluation is done by the Board Nomination and Remuneration Committee and IndependentDirectors with specific focus on the performance and effective functioning of the Boardand Individual Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance.

a) Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top managementissues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment of director obligations and fiduciaryresponsibilities;

v. Guiding strategy; vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate governance;

viii. Attendance and contribution at Board/Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

During the financial year ended 31st March 2016 seven Board Meetings were held on 28thMay 2015 12th August 2015 14th November 2015 27th January 2016 10th February2016 14th March 2016 and 28th March 2016. The maximum time gap between any two meetingswas less than four months as stipulated under SEBI (LODR) Regulation 2015. Details ofboard meetings held during the financial year have been furnished in the CorporateGovernance Report forming part of this Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review a meeting of Independent Directors was held on 10thFebruary 2016 wherein the performance of the non-independent directors and the Board as awhole was reviewed. The Independent Directors at their meeting also assessed the qualityquantity and timeliness of flow of information between the Company management and theBoard of Directors of the Company.

COMMITTEES OF THE BOARD :

The Company has constituted/re-constituted various Board level committees in accordancewith the requirements of Companies Act 2013. Details of all the above Committees alongwith composition and meetings held during the year under review are provided in the Reporton Corporate Governance forming part of this report.

AUDIT COMMITTEE :

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstances where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE :

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION :

A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on Directors' appointment and remuneration by theNomination and Remuneration Committee which was approved by the Board of Directors at itsmeeting held on 27th May 2014. The said Policy is appended as "Annexure - 5" tothis Report. The said policy may also be referred to at the Company's official website atthe weblink http://www.albertdavidindia.com/investor-relation/si/nr-policy

WHISTLE BLOWER MECHANISM/VIGIL MECHANISM :

The Company has established an effective Whistle Blower Policy pursuant to CompaniesAct 2013. The said policy may be referred to at the Company's official website at theweblink http://www.albertdavidindia.com/investor-relation/si/ whistle-blower-policy

The Whistle Blower Policy aims for conducting the affairs in a fair and transparentmanner by adopting highest standards of professionalism honesty integrity and ethicalbehavior. All permanent employees of the Company are covered under the Whistle BlowerPolicy.

A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairman of the audit committee in exceptionalcases.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :

The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place a Prevention of Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at work place (Prevention Prohibition and Redressal)Act 2013. The Company has set up Internal Complaint Committee which is chaired by Femaleemployee of the Company. No complaints were received during the financial year 2015-2016.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

Details of Loans guarantees and investments covered under Section 186 of the Act formpart of the Note No.28.14 to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

A Related Party Policy has been devised by the Board of Directors at its meeting heldon 9th February 2015 for determining the materiality of transactions with related partiesand dealings with them. The said policy may be referred to at the Company's officialwebsite at the weblinkhttp://www.albertdavidindia.com/investor-relation/si/rp-transaction

The Audit Committee reviews all related party transactions quarterly.

There are no contracts or arrangements entered into by the Company during the year withRelated Parties referred to in Section 188(1) of the Companies Act 2013. There are nomaterially significant related party transactions made by the Company with promotersdirectors key managerial personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

Directors draw attention of the members to Note No.28.2 to the financial statementwhich set out related party disclosures.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL :

Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as"Annexure - 6" to this Annual Report.

Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosedas "Annexure - 7" to this Annual Report.

MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

A separate report on Corporate Governance and Management's Discussion and Analysis isannexed as part of the Annual Report along with the Auditor 's Certificate in compliancewith SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

RISK & MITIGATING STEPS :

The Company has identified various risks faced by the Company from different areas.Appropriate structures are present so that risks are inherently monitored and controlledinter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. Therisk management procedure is reviewed by the Audit Committee and Board of Directors on aquarterly basis at the time of review of quarterly financial results of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of theCompanies Act 2013 the Board of Directors of the Company hereby state and confirm that :

i) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any ;

ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended on31st March 2016 and of the profit of the Company for that period ;

iii) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records for the year ended 31st March 2016 in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities ;

iv) the Directors had prepared the annual accounts on a ‘going concernbasis’;

v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls with reference to the financialstatements are adequate and were operating effectively ; and

vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND :

The Company has transferred unclaimed dividend amounts till the year ended 31st March2008 to the Investor Education & Protection Fund established by the Central Governmentin compliance to the provisions of the Companies Act.

Pursuant to the provisions of IEPF (Uploading of Information regarding Unpaid andUnclaimed Amounts lying with companies) Rules 2012 the Company has uploaded the detailsof Unclaimed Dividend lying with the Company on the its websitehttp://www.albertdavidindia.com/investor-relation/si/iep-fund as also on the website ofMinistry of Corporate Affairs.

LISTING WITH STOCK EXCHANGES :

Your Company is listed with BSE Limited and the Company has paid the listing fees.

ACKNOWLEDGMENT :

The Board gratefully acknowledges the support given by medical profession tradeshareholders Company's bankers and stockists Central and State Government AuthoritiesStock Exchange CDSL NSDL and all other Business Associates for the growth of theorganization. The Board further expresses its appreciation for the services rendered bythe executives officers staffs and workers of the Company at all levels.

For and on behalf of the
Board of Directors
Kolkata A. K. Kothari
Dated : 30th May 2016 Chairman & Managing Director
DIN : 00051900

ANNEXURE-1

MKB & Associates Shantiniketan 5th Floor Room No.511 Company Secretaries 8 CamacStreet Kolkata-700017

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

[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]

To

The Members Albert David Limited 15 Chittaranjan Avenue Kolkata-700072

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s Albert David Limited(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

The Company's Management is responsible for preparation and maintenance of secretarialrecords and for devising proper systems to ensure compliance with the provisions ofapplicable laws and Regulations.

Based on the verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod covering the financial year ended on 31st March 2016 generally complied with thestatutory provisions listed hereunder and also that the Company has proper Board processesand compliance mechanism in place to the extent in the manner and subject to thereporting made hereinafter: We have examined the books papers minute books forms andreturns filed and other records maintained by the Company for the financial year ended on31st March 2016 to the extent applicable according to the provisions of :

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 and Rules made thereunder;

(iii) The Depositories Act 1996 and Regulations and Bye-laws framed thereunder; (iv)Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to theextent of Overseas Direct Investments Foreign Direct Investments and External CommercialBorrowings;

(v) The Regulations and Guidelines prescribed under the Securities & Exchange Boardof India Act 1992 ("SEBI Act") or by SEBI to the extent applicable :

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeover) Regulations 2011

b) The Securities Exchange Board of India (Prohibition of Insider Trading) Regulations1992 and the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015

c) The Securities Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014

e) The Securities Exchange Board of India (Issue and listing of Debt securities)Regulations 2008

f) The Securities Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations 1993

g) The Securities Exchange Board of India (Delisting of Equity Shares) Regulations2009

h) The Securities Exchange Board of India (Buyback of Securities) Regulations 1998

(vi) Other than fiscal labour and environmental laws which are generally applicable toall manufacturing/ trading companies the following laws/acts are also inter aliaapplicable to the Company :

a) The Drugs and Cosmetics Act 1940 and Rules made thereunder;

b) The Narcotic Drugs and Psychotropic Substances Act 1985; c) The Food Safety andStandards Act 2006;

d) The Patents Act 1970;

e) The Trade Marks Act 1999; We have also examined compliance with the applicableclauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries ofIndia[Applicable from 1st July 2015]; b) The Listing Agreements entered into by theCompany with BSE Limited (BSE) and the provisions of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. [Applicablefrom 1st December 2015]; During the period under review the Company has generallycomplied with the provisions of the Acts Rules Regulations Guidelines Standards etc.mentioned above.

We further report that

a) 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.

b) 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.

c) None of the directors in any meeting dissented on any resolution and hence there wasno instance of recording any dissenting member's view in the minutes.

We 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. We further report that during theperiod under audit the Company has sold its brand 'Actibile' to M/s. Zydus HealthcareLimited Ahmedabad for a lump sum consideration of Rs.55 crores.

This report is to be read with our letter of even date which is annexed as Annexure - Iwhich forms an integral part of this report.

FOR MKB & ASSOCIATES
COMPANY SECRETARIES
MANOJ KUMAR BANTHIA
[PARTNER]
Place : Kolkata ACS NO. 11470
Date : 30th May 2016 COP NO. 7596

Annexure - I

To

The Members Albert David Limited

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For MKB & Associates
Company Secretaries
Manoj Kumar Banthia
[Partner]
Date: 30th May 2016 ACS no. 11470
Place: Kolkata COP no. 7596

ANNEXURE-3

Information under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014

A. CONSERVATION OF ENERGY & ELECTRICITY :

Your company continues its policy of giving higher priority to energy conservationmeasures including regular review of energy generating and consumption points witheffective control on utilisation of energy. Some of the measures taken by the company areas under.

i) Steps taken or impact on conservation of energy

(a) Power factor maintained with automatic power factor system and availed rebate fromelectricity board.

(b) During winter all HVAC system is run with cooling water instead of runningchilling plant.

(c) Low cost briquette fired boiler is installed for fuel saving.

(d) New eco friendly D.G. Sets installed.

(e) LED Lights fitted in place of conventional lights.

Energy conservation measures stated above have resulted in efficiency in fuelconsumption.

ii) Steps taken by the company for utilising alternate sources of energy

Nil

iii) Capital investment on energy conservation equipments

NIL

B. TECHNOLOGY ABSORPTION :

(i) Efforts made towards technology absorption

The company always keep track of the latest development in the field of technology andremain in continuous touch with foreign manufacturers/machine suppliers for updation oflatest development in the pharmaceutical industry. Efforts are being made to adopt latesttechnology to upgrade its units for effective cost control and meet market demand.

(a) Research and Deveopment

The company's focus remains in improving & enhancing the R&D capabilities. TheDSIR approved R&D center located at 5/11 D. Gupta lane Kolkata - 700050 functionsin dedicated manner to deliver high quality and efficacious drug formulations in alldosage forms like Oral Solids Oral Liquids Topical & Injectable including someselect API synthesis & development. A good number of R&D Projects in product andprocess development have been taken up in this financial year as well which are atdifferent stages of completion.

(b) Specific areas in which R & D was carried out

• Scale-up of synthesis route of Miltefosine API its standardization &formulation development to maintain our leadership in providing sustainable treatmentoption for leishmaniasis (PKDL ML & CL worldwide).

• Substantial data has been generated to incorporate research findings on thebio-constituents present in Placentrex on product label. Also collaborative research workwith Research Institutions of repute has been initiated to expand its therapeuticprinciples and application.

• Developing new Formulations identified by marketing in both domestic &export segments.

• Process Validation & Stability studies of new formulations as well runningproducts Support Studies and documentation for Dossier submissions for exportregistration & Audits and Compliance study supports have been provided.

• Supporting Technology transfer to manufacturing and providing all kinds ofdocument support.

• Analysis support Analytical method Developments and its validations as requiredin various project plans is provided.

• Review of direct cost components of formulations and suggest measures for itscost saving wherever possible.

• Process trouble shooting and its improvement Quality complaints study QualityImprovement measures have been provided.

(c) Benefits Derived as a result of R&D

• Three new products have been launched resulting in expansion of domestic productbasket

• A number of drug product dossiers have been submitted to enhance geographicalreach of the products as well as renewal of export registrations

• Quality Improvement & enhancement of product life

• Enhancement of Regulatory Compliance standards ensuring more risk free productsto the user that increases brand value

• Robust process with productivity improvement.

(ii) Expenditure incurred on Research & Development

(Rs. in Lacs)
Particulars Financial Year 2015-2016 Financial Year 2014-2015
1. Capital Expenditure 33.29 50.60
2. Revenue Expenditure 288.37 325.84
Total 321.66 376.44
3. Total R&D Expenditure as a
percent of total turnover 1.00% 1.17%

C. FOREIGN EXCHANGE EARNINGS & OUTGO :

(a) Activity relating to Export –

Company's export efforts in the regions like Latin American countries countries onWest Coast and Central Africa countries in South East Asia and on East Cost of Africacontinue to grow. Besides efforts are being made to enter into new markets and as aprecursor to that regulatory activities like submission of registration dossiers for theproducts as also the data for Company where required have been initiated to widen theexport base.

(b) Total foreign exchange used and earned :

Earning in foreign currency - Rs.2718.48 Lacs (Previous Year Rs.3294.51 Lacs).(including deemed export in Indian Currency Rs.12.65 Lacs Previous Year Rs.38.25 Lacs)Outgo in foreign currency - Rs.2896.36 Lacs (Previous Year Rs.4023.53 Lacs).

For and on behalf of the
Board of Directors
A. K. Kothari
Kolkata Chairman & Managing Director
Dated : 30th May 2016 DIN : 00051900

ANNEXURE-4

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate SocialResponsibility Policy) Rules 2014

1. A brief outline of the Company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs.

• Promotion of education including special education and employment enhancingvocation skills especially among children women elderly and the differently abled andlivelihood enhancement projects.

• Ensuring environmental conservation and sustainability promotion of healthsafety measurers contribution to Prime Minister’s National Relief Fund or any otherwelfare fund set up by the Central Government for socioeconomic development.

• Rural development projects.

• Web link :www.albertdavidindia.com/index.php/investor-relation/si/policies-codes/policies

2. The Composition of the CSR Committee

Sl. No. Name Designation
1 Mr. A. K. Kothari Chairman (Chairman & Managing Director)
2 Mr. K. P. Mundhra Member (Executive Director)
3 Dr. K. Lahiri Member (Independent Director)

3. Average net profit of the Company for last three financial years :

Average Net Profit for the preceding three Financial Years : Rs.1739.90 Lacs as perSection 135(5) of the Companies Act 2013

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) :Rs.34.80 Lacs

5. Details of CSR spent during the financial year.

(a) Total amount spent for the financial year : Rs.10.00 Lacs (b) Amount unspent ifany : Rs.24.80 Lacs

(c) Manner in which the amount spent during the financial year is detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)
S. No CSR project or activity identified Sector in which the Project is covered Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Cumulative expenditure upto to the reporting period Amount spent : Direct/ through implementing agency
(Rs.) (Rs.) (Rs.) (Rs.)
1 Prime
Minister’s Relief Fund 700000 700000 700000 Direct
2 Swachh Direct
Bharat Kosh 300000 300000 300000
TOTAL 1000000 1000000 1000000

6. In case the Company has failed to spend the two per cent of the average net profitof the last three financial years or any part thereof the Company shall provide thereasons for not spending the amount in its Board report -

Other suitable projects/programme could not be identified for carrying the activitiesas per CSR Policy of the Company and it was decided to carry forward the unspent amount ofRs.24.80 Lacs to next year.

7. We hereby confirm that the implementation and monitoring of CSR Policy is incompliance with CSR objectives and Policy of the Company

For and on behalf of Corporates Social Responsibility Committee
K. P. Mundhra A. K. Kothari Dr. K. Lahiri
Member Chairman of the Committee Member
Kolkata
Dated : 30th May 2016

ANNEXURE-5

NOMINATION AND REMUNERATION POLICY

I. PREAMBLE

The Board of Directors of ALBERT DAVID LIMITED ("the Company") hadconstituted a Remuneration Committee consisting of four (4) Directors of which 50% wasIndependent Directors. In order to align with the provisions of the Companies Act 2013("the Act") and the Listing Agreement the Board on March 31 2014 renamed the"Remuneration Committee" as "Nomination and Remuneration Committee".

II. OBJECTIVE

The Nomination and Remuneration Committee and this Policy is in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Clause 49under the Listing Agreement. The Key Objectives of the Committee would be : a. To guidethe Board in relation to appointment and removal of Directors Key Managerial Personneland Senior Management. b. To evaluate the performance of the members of the Board andprovide necessary report to the Board for further evaluation of the Board. c. To recommendto the Board on Remuneration payable to the Directors Key Managerial Personnel and SeniorManagement. d. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany’s operations. e. To retain motivate and promote talent and to ensure longterm sustainability of talented managerial persons and create competitive advantage. f. Todevise a policy on Board diversity. g. To develop a succession plan for the Board and toregularly review the plan.

III. DEFINITIONS

a. "Act" means the Companies Act 2013 and Rules framed thereunder asamended from time to time.

b. "Board" means Board of Directors of the Company.

c. "Key Managerial Personnel" according to Section 2(51) of the CompaniesAct 2013 means:

i. the Chief Executive Officer or the Managing Director or the Manager;

ii. the Company Secretary; iii. the Whole-time Director;

iv. the Chief Financial Officer d. "Senior Management" means SeniorManagement Personnel of the Company who are ‘one level below the Key ManagerialPersonnel’. e. "Independent Director":- As provided under clause 49 of theListing Agreement and under Section 149(6) of the Companies Act 2013 ‘IndependentDirector’ shall mean a non-executive director other than a managing director or awhole-time director or a nominee director of the Company :

i. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

ii. (a) who is or was not a promoter of the company or its holding subsidiary orassociate company;

(b) who is not related to promoters or directors in the company its holdingsubsidiary or associate company;

iii. who has or had no pecuniary relationship with the company its holding subsidiaryor associate companyor their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

iv. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

v. who neither himself nor any of his relatives -a. holds or has held the position ofa key managerial personnel or is or has been employee of the company or its holdingsubsidiary or associate company in any of the three financial years immediately precedingthe financial year in which he is proposed to be appointed; b. is or has been an employeeor proprietor or a partner in any of the three financial years immediately preceding thefinancial year in which he is proposed to be appointed of -(A) a firm of auditors orcompany secretaries in practice or cost auditors of the company or its holding subsidiaryor associate company; or (B) any legal or a consulting firm that has or had anytransaction with the company its holding subsidiary or associate company amounting toten per cent or more of the gross turnover of such firm; c. holds together with hisrelatives two per cent or more of the total voting power of the company; or d. is a ChiefExecutive or director by whatever name called of any non-profit organization thatreceives twenty-five per cent or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds two percent or more of the total voting power of the company; vi. who possesses such otherqualifications as may be prescribed.

IV. ROLE OF COMMITTEE

1. Matters to be dealt :-

The Committee shall : i. Formulate the criteria for determining qualificationspositive attributes and independence of a director. ii. Identify persons who are qualifiedto become Director and persons who may be appointed in Key Managerial and SeniorManagement positions in accordance with the criteria laid down in this policy. iii.Recommend to the Board appointment and removal of Director KMP and Senior ManagementPersonnel.

2. Policy for appointment and removal a. Appointment i. The Committee shall identifyand ascertain the integrity qualification expertise and experience of the person forappointment as Director KMP or at Senior Management level and recommend to the Board his/ her appointment. ii. A person should possess adequate qualification expertise andexperience for the position he / she is considered for appointment. The Committee hasdiscretion to decide whether qualification expertise and experience possessed by a personis sufficient/satisfactory for the concerned position. iii. The Company shall not appointor continue the employment of any person as Whole-time Director who has attained the ageof seventy years. Provided that the term of the person holding this position may beextended beyond the age of seventy years with the approval of shareholders by passing aspecial resolution based on the explanatory statement annexed to the notice for suchmotion indicating the justification for extension of appointment beyond seventy years.

b. Term / Tenure

i. Managing Director/Whole-time Director :

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive 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.

ii. Independent Director :

• An Independent Director shall hold office for a term up to five consecutiveyears on the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sreport.

•l No Independent Director shall hold office for more than two consecutive termsbut such Independent Director shall be eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly.

• At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act and Listing Agreement from time to time.

c. Evaluation Criteria for Directors

Performance evaluation is a key mean by which Board can recognize and correct corporategovernance problems and add real value to the Company. The Board determines and discussesthe reasons for governance failures and how board evaluations can help prevent them fromoccurring. It then reviews the performance pressures facing boards and the benefits ofboard evaluations in meeting these pressures. All Board members are to participate in theevaluation and are encouraged to further discuss and refine their views during anexecutive session meeting. The following criteria are to be followed for reviewing thedirectors' performance:-

a. Accomplishment of the organization's mission objectives and strategic results forwhich the Executive Director is responsible.

b. Ensuring that the board is well informed on issues affecting the continuingrelevance of the mission and the performance and reputation of the Company.

c. Adequacy of processes which monitor business performance Board member interactionwith management adequacy of Board knowledge adequacy of business strategy Board beinginformed evaluation process for executives and Directors.

d. Appropriateness of balance and mix of skills size of Board contribution ofindividual Board members adequacy of performance feedback to Board members adequacy ofprocedures dealing with inadequate performance by a Board member.

e. Board's effectiveness in use of time whether Board allowed sufficient opportunityto adequately assess management performance Board's ability to keep abreast ofdevelopments in the wider environment which may affect adequacy of meeting frequency andduration.

f. Working relationship between chairman and chief executive officer segregation ofduties between Board and management ability of Directors to express views to each otherand to management in a constructive manner adequacy of Board discussions and managementof divergent views.

The evaluation will take place annually as per the requirement of law and ListingAgreement. The Board may undertake more frequent evaluations if warranted. Theperformance evaluation will typically address activities events and accomplishments thattook place during the most recently completed fiscal year.

d. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

e. 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.

3. Policy relating to the Remuneration a. Remuneration to Whole-time / Executive /Managing Director KMP and Senior Management Personnel:

i. Fixed pay: The Whole-time Director/ KMP and Senior Management Personnel shall beeligible for a monthly remuneration as may be approved by the Board on the recommendationof the Committee. The breakup of the pay scale and quantum of perquisites includingemployer's contribution to P.F pension scheme medical expenses club fees etc. shall bedecided and approved by the Board/ the Person authorized by the Board on therecommendation of the Committee and approved by the shareholders and Central Governmentwherever required.

ii. Minimum Remuneration: If in any financial year the Company has no profits or itsprofits are inadequate the Company shall pay remuneration to its Whole-time Director inaccordance with the provisions of Schedule V of the Act and if it is not able to complywith such provisions with the previous approval of the Central Government.

iii. Provisions for excess remuneration: If any Whole-time Director draws or receivesdirectly or indirectly by way of remuneration any such sums in excess of the limitsprescribed under the Act or without the prior sanction of the Central Government whererequired he / she shall refund such sums to the Company and until such sum is refundedhold it in trust for the Company. The Company shall not waive recovery of such sumrefundable to it unless permitted by the Central Government.

b. Remuneration to Non- Executive / Independent Director:

i. Remuneration: The remuneration / commission shall be fixed as per the slabs andconditions mentioned in the Articles of Association of the Company and the Act.

ii. Sitting Fees: The Non-Executive / Independent Director shall receive remunerationby way of fees for attending meetings of Board or Committee thereof as may be decided bythe Board from time to time. Provided that the amount of such fees shall not exceed Rs.One Lac per meeting of the Board or Committee or such amount as may be prescribed by theCentral Government from time to time.

iii. Commission: Commission may be paid within the monetary limit approved byshareholders subject to the limit not exceeding 1% of the profits of the Company computedas per the applicable provisions of the Act. iv. Stock Options: An Independent Directorshall not be entitled to any stock option of the Company.

V. MEMBERSHIP

a. The Committee shall consist of a minimum three (3) non-executive directors majorityof them being independent. b. Minimum two (2) members one of which must be an IndependentDirector shall constitute a quorum for the Committee meeting. c. Membership of theCommittee shall be disclosed in the Annual Report. d. Term of the Committee shall becontinued unless terminated by the Board of Directors.

VI. CHAIRPERSON

a. Chairperson of the Committee shall be an Independent Director.

b. Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

c. In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

d. Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

VII. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

VIII. COMMITTEE MEMBERS’ INTERESTS

a. A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b. The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

IX. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

X. VOTING

a. Matters arising for determination at Committee meetings shall be decided by amajority of votes of members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee. b. In the case of equality of votes theChairman of the meeting will have a casting vote.

XI. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

a. Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness.

b. Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act.

c. Identifying and recommending Directors who are to be put forward for retirement byrotation.

d. Determining the appropriate size diversity and composition of the Board.

e. Setting a formal and transparent procedure for selecting new Directors forappointment to the Board. f. Developing a succession plan for the Board and SeniorManagement and regularly reviewing the plan.

g. Evaluating the performance of the Board members and Senior Management in the contextof the Company’s performance from business and compliance perspective.

h. Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

i. Delegating any of its powers to one or more of its members or the Secretary of theCommittee.

j. Recommend any necessary changes to the Board.

k. Considering any other matters as may be requested by the Board.

XII. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include :

a. To consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

b. To approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

c. To delegate any of its powers to one or more of its members of the Committee.

d. To consider any other matters as may be requested by the Board. e. Professionalindemnity and liability insurance for Directors and senior management.

XIII. MINUTES OF THE COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeewithin 30 days from the date of the meeting. Minutes of the Committee meetings will betabled at the subsequent Board and Committee meeting.

XIV. AMENDMENT(S) / MODIFICATION(S)

The Nomination and Remuneration Committee will review and may amend / modify thisPolicy from time to time.

ANNEXURE-6

Statement of particulars as per Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (i) the ratio of the remuneration of each director tothe median remuneration of the employees of the Company for the financial year :

Name of the Director Ratio of the remuneration to the median remuneration of the employees
1 Mr. A. K. Kothari (Chairman & Managing Director) 25.00
2 Mr. K. P. Mundhra (Executive Director) 27.00
3 Mrs. P. D. Kothari (Director) * NIL
4 Mr. H. Kampani (Independent Director) * NIL
5 Mr. R. Singhi (Independent Director) * NIL
6 Dr. A. K. Bhattacharya (Independent Director) * NIL
7 Dr. K. Lahiri (Independent Director) * NIL
8 Mr. A. Sarkar (Independent Director) * NIL

* Mrs. P. D. Kothari Mr. H. Kampani Mr. R. Singhi Dr. A. K. Bhattacharya Dr. K.Lahiri and Mr. A. Sarkar were paid sitting fees for attending the meetings.

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager in the financial year :

Name of the Director Percentage increase in remuneration
1 Mr. A. K. Kothari (Chairman & Managing Director) 24.10
2 Mr. K. P. Mundhra (Executive Director and Chief Executive Officer) 13.26
3 Mrs. P. D. Kothari (Director) * NIL
4 Mr. H. Kampani (Independent Director) * NIL
5 Mr. R. Singhi (Independent Director) * NIL
6 Dr. A. K. Bhattacharya (Independent Director) * NIL
7 Dr. K. Lahiri (Independent Director) * NIL
8 Mr. A. Sarkar (Independent Director) * NIL
9 Mr. S. C. Shah (Chief Financial Officer) 6.72
10 Dr. I. Dhar (Company Secretary) 5.74

* Mrs. P. D. Kothari Mr. H. Kampani Mr. R. Singhi Dr. A. K. Bhattacharya Dr. K.Lahiri and Mr. A. Sarkar were paid sitting fees for attending the meetings.

(iii) The percentage of increase in the median remuneration of employees in thefinancial year : 6%

(iv) The number of permanent employees on the rolls of Company :

There are 1536 permanent employees on the rolls of the Company.

(v) The explanation on the relationship between average increase in remuneration andCompany performance :

S. No. Average increase in remuneration Company performance
1 9% Net Sales Growth for the financial year 2015-2016 is 0.12% and Net Profit Growth is 250% for the same period (including exceptional item)

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company :

S. No. Remuneration of Key Managerial Personnel Performance of the Company for the year ended 31st March 2016
1 The aggregate increase in remuneration for Whole-time Directors & Key Managerial Personnel is 15% for the financial year 2015-2016 Net Sales Growth for the financial year 2015-2016 is 0.12% and Net Profit Growth is 250% for the same period (including exceptional item)

(vii) Variations in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer :

S. No. Particular As at March 31 2016 As at March 31 2015
1 Market Capitalization BSE - Rs.1705300006 BSE - Rs.1568898834
2 Price Earnings Ratio BSE - Rs.23.71 * excluding BSE - Rs.11.45
(considering consolidated EPS) exceptional item

Our Market Capitalization increased by 8.69%. The Price Earnings Ratio increased by207.07%. The closing price of the Company’s Equity Shares on BSE as of March 31 2016was Rs.298.80 representing 1394% increase over the last Right Issue Price.

(viii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration :

Average salary increase of non-managerial employees is 9% in the financial year2015-2016 and average salary increase of managerial employees is 15%. There is noexceptional circumstance in increase in managerial remuneration.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company :

The increase in remuneration of each KMP is slightly higher than the growth percentageof Sales due to higher and additional responsibilities taken up by them.

(x) The key parameters for any variable component of remuneration availed by thedirectors :

There is no variable component of remuneration availed by the Directors.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year :

During the financial year 2015-2016 no employee received remuneration in excess of thehighest paid Director.

(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany :

Remuneration paid during the year ended March 31 2016 is as per the RemunerationPolicy of the Company.

For and on behalf of the
Board of Directors
Kolkata A. K. Kothari
Dated : 30th May 2016 Chairman & Managing Director
DIN : 00051900

Annexure-7

Information under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Employed throughout the year

Sl. No. Name Designation/ Nature of Duties Remuneration Received (Rs.) Qualification Experience (Years) Date of commencement of employment Age (Years) Last employment held Percentage of equity shares of the company held
1 A. K. Kothari Chairman & Managing Director 8454200.00 B.Com. 37 01.07.2008 63 None 1.79%
2 K. P. Mundhra Executive Director 8957958.00 M.Sc.(Hons.) 48 21.8.1970 72 General Assistant Indian Linoleums Ltd. NIL
3 H. P. Kabra President (Commercial) 8723337.00 B.Sc. MBA 44 27.04.1974 68 Sales Officer Bagalkot Udyog Ltd. NIL

Notes :

1. The person named above at Sl.No.1 & 2 is on contractual basis.

2. The above remuneration includes Salary H.R.A. Exgratia Leave Encashment availedand taxable perquisites.

3. The person named above at Sl.No.3 is not related to any of the Directors of thecompany.

For and on behalf of the
Board of Directors
Kolkata A. K. Kothari
Dated : 30th May 2016 Chairman & Managing Director
DIN : 00051900

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