APM Industries Ltd.
|BSE: 523537||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE170D01025|
|BSE LIVE 15:40 | 27 Apr||63.55||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||137.27|
|Mkt Cap.(Rs cr)||137.27|
APM Industries Ltd. (APMINDS) - Director Report
Company director report
TO THE MEMBERS
Your Directors are pleased to present the 42nd Annual Report together withthe audited financial statements for the financial year ended March 31 2016.
(Rs. In lacs)
During the year 2015-16 the production of Synthetic Blended Yarn was marginally loweri.e. 176 lac kg as compared to 184 lac kg. in 2014-15 and the gross revenue decreased by14.34% from Rs.316 crores to Rs.271 crores in 2015-16. The gross revenue decreased due toreduction in sale volume and price of finished products. However the profit were higherbecause of reduction in raw material prices. Your company achieved a net profit Rs.20.10crores in 2015-16 as against Rs.18.85 Crores during the previous year which is higher by6.63%.
The earnings per share for the year 2015-16 was Rs.9.30 as compared to the previousyears Rs.8.72.
TRANSFER TO RESERVES
An amount of Rs.5.00 crores has been transferred to General Reserve for the FinancialYear 31st March 2016.
The export turnover decreased to Rs.258 lacs from Rs.477 lacs in the previous year dueto Global recession.
EXPANSION AND MODERNIZATION
The company continues to modernize its plant and machinery and add balancing equipment.The production capacity increased from 50336 to 52976 Spindles during the Financial Year2015-16.
The company has planned to replace 7632 spindles along with other balancing machineryfor modernization of plant & machinery and up-gradation of Effluent Treatment Plant tothe level of Zero Liquid Discharge in the year 2016-17. This would enable the company toimprove productivity as well as quality of its products and fulfill requirement underRajasthan Pollution Control Act.
The Company has incorporated a wholly owned subsidiary in the name of APM FinvestLimited for entering into non-banking finance lending and investment business. Theapplication for seeking Certificate of NBFC Registration from the Reserve Bank of India isunder process. The Company has subscribed the 2000000 equity shares of Rs.10/- each ofAPM Finvest Limited on 17th June 2016.
The companys performance in the current year is expected to be satisfactory.
Our company has not accepted any public deposits during the Financial Year and as suchno amount of principal or interest was outstanding as on March 31 2016.
Your Directors in their meetings held on November 6 2015 and March 11 2016 had paidinterim dividends @ 75% i.e. Re.1.50 per equity share and @ 100% i.e. Rs.2.00 per equityshare respectively. The total dividend for financial year 2015-16 is 175% i.e. Rs.3.50 perequity share. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisionsof Section 134(3) (c) of the Companies Act 2013 the Board hereby submits itsresponsibility Statement:
(a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards had been followed and there are no material departuresfrom the same;
(b) 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 as at March 31 2016 and of the profitand loss of the company for that period;
(c) the Directors 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) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable Financial and Operationalinformation complying with applicable statutes safeguarding assets from unauthorized useor losses executing transactions with proper authorization and ensuring compliance ofinternal policies.
The Company uses ERP (Enterprise Resource Planning) system to record data foraccounting and to connect to different locations for efficient exchange of information.The Company has in place adequate internal financial controls with reference to financialstatements. During the year such controls were tested and no reportable material weaknessin the design or operation was observed. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. In accordance with the provisions of the Act and the Article of association of theCompany Smt Uma Hada was appointed as an Additional Director of the Company w.e.f. 8thApril 2015 in order to comply with the requirement of having a woman director in theBoard. She holds office as a Director up to the date of the 41st Annual GeneralMeeting of the Company and her appointment as Non Executive Independent Director has alsobeen approved by the members in the 41st Annual General Meeting.
ii. During the year Shri R L Toshniwal has resigned from the Directorship of theCompany w.e.f. 5th August 2015. Your Directors place on record their sincereappreciation for the services rendered by him during his tenure on the Board.
iii. The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of Independence as prescribed both underthe Companies Act 2013 and Regulation 16(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
iv. As per the provisions of Companies Act 2013 Shri S G Rajgarhia retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommends his re-appointment.
v. During the year w.e.f 20th May 2015 Shri F.C. Goel Company Secretaryof the Company resigned from the services of the
Company. Consequent to the resignation of Shri F.C. Goel the Board appointed MissJyoti Upadhyay as the Company Secretary of the Company w.e.f 20th May 2015.
vi. Pursuant to the provisions of the Companies Act 2013 and Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Nomination andRemuneration Committee has carried out evaluation of every Director's performance. TheIndependent Directors in a separate meeting has also carried out the performanceevaluation of the Non-Independent Directors and the Board as a whole and of the Chairmanof the company and has reviewed the performance of the Secretarial Department. Theperformance evaluation of all the Independent Directors has been done by the entire Boardexcluding the Director being evaluated. The Directors expressed their satisfaction withthe evaluation process.
AUDITORS STATUTORY AUDITORS
At the Annual General meeting held on 25th September 2014 M/s Chaturvedi& Co. Chartered Accountant were appointed as Statutory Auditors of the Company tohold the office till the conclusion of the 43rd Annual General Meeting subjectto annual ratification by the members at the Annual General Meeting in accordance with theprovisions of Section 139 of the Companies Act 2013 and rules there under. Accordinglythe appointment of M/s Chaturvedi & Co. Chartered Accountant as statutory auditors ofthe Company is placed for ratification by the shareholders. In this regard the Company hasreceived a certificate from the auditors to the effect that if they are re-appointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Shri Pradip Kumar Muduli Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year ended 31.03.2016. The Report ofthe Secretarial Audit Report is annexed herewith as ANNEXURE - I to this Report.
Pursuant to provisions of Section 148 of the Companies Act 2013 the Board ofDirectors has re-appointed Shri N K Goel Cost Accountant Delhi as Cost Auditor of theCompany for the financial year 2016-17.
Pursuant to provisions of Section 138 of the Companies Act 2013 the Board ofDirectors has re-appointed M/s VCG & Co. Chartered Accountant Delhi as InternalAuditors of the Company for the financial year 2016-17.
The Auditors Report read with notes to the financial statements isself-explanatory and does not call for any further explanations by the Board. TheAuditors Report does not contain any qualification reservation or adverse remark.
The Board of Directors duly met 6 (Six) times in respect of which proper notices weregiven and the proceedings were properly recorded and signed. The Board has complete accessto all information with the Company. All Board meetings are governed by a structuredagenda which is backed by comprehensive background information.
COMMITTEES OF THE BOARD
Currently the Board has five committees they are:
- AUDIT COMMITTEE
The Audit Committee meets at due intervals to conduct the required business. TheCommittee comprises of Independent Directors namely Shri K R Gupta (Chairman) Shri R RBagri Shri S G Rajgarhia and Smt Uma Hada as other members.
The composition role functions and powers of the Audit Committee are in accordancewith the applicable laws and the listing agreements with the Stock Exchange.
- CSR COMMITTEE
The Corporate Social Responsibility Committee comprises of three members. Shri R KRajgarhia is the Chairman and the other members of the Committee are Shri R R Bagri andShri H R Sharma. The Annual Report on CSR activities is annexed herewith marked asANNEXURE - II to this Report.
- NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of three members. Shri K R Gupta isthe Chairman and the other members of the Committee are Shri R K Rajgarhia and Shri R RBagri. The policies of the Company are attached herewith marked as ANNEXURE - III to thisReport.
- STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee comprises of three members. Shri K R Gupta isthe Chairman and the other members of the Committee are Shri R R Bagri and Shri H RSharma. The Committee looks into the mechanism of redressal of grievances of shareholders.
- RISK MANAGEMENT COMMITTEE
The Risk Management Committee comprises of three members. Shri R R Bagri is theChairman and the other members of the Committee are Shri H R Sharma and Shri C S Vijay.TheCommittee is analyzing and managing the opportunity and threats faced by the company.
i) CORPORATE SOCIAL RESPONSIBILITY
The Policy on Corporate Social Responsibility may be accessed on the Companyswebsite at the link http://apmindustries.co.in/Annual%20Reports/Policy-CSR.pdf.
ii) RISK MANAGEMENT POLICY
Risk Management is continuous process of analyzing and managing the opportunities andthreats faced by the Company in its efforts to achieve its goals and to ensure thecontinuity of the business. The Risk Management Policy may be accessed on theCompanys website at the link http://apmindustries.co.in/Annual%20Reports/Policy-RM.pdf.
iii) VIGIL MECHANISM
The Company has a Whistle Blower Policy to deal with instances of unethical behavioractual or suspected fraud or violation of the companys code of conduct. The Policyon Vigil Mechanism / Whistle Blower may be accessed on the Companys website at thelink http://apmindustries.co.in/Annual%20Reports/Policy-WB.pdf.
iv) RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 during the financial year were in the ordinary course of business and onan arms length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. All related party transactions during the year 2015-16 are disclosedin Form No. AOC - 2 in ANNEXURE - IV. Suitable disclosure as required by the AccountingStandards (AS18) has been made in the notes to the Financial Statements. The Board hasapproved a policy for related party transactions which has been uploaded on theCompanys website at the link http://apmindustries.co.in/Annual%20Reports/Policy-PT.pdf.
v) PREVENTION OF SEXUAL HARASSMENT
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" the Company has in place a formal policy forprevention of sexual harassment of its women employees.
The policy may be accessed on the Companys website at the link
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
vi) NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management and theirremuneration. The policy may be accessed on the Companys website at the link
vii) POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES
This policy applies to disclosure of events affecting APM Industries limited. Thepolicy may be accessed on the Companys website at the link
viii) DOCUMENTS RETENTION AND ARCHIVAL POLICY
This policy deals with retention and archival of corporate records of APM IndustriesLimited. The policy may be accessed on the Companys website at the link
PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS Details of Loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013 aregiven in the notes to the Financial Statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed details as required under Section 134(3) (m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are annexed as ANNEXURE - V to thisReport. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of remuneration paid to the employees as required to be disclosed undersection 197(12) of the Act read with Rule 5 of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are set out in ANNEXURE - VI attachedhereto and form part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as ANNEXURE - VII.
The Company has implemented Corporate Governance practices. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of thisReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to the Report on CorporateGovernance as ANNEXURE - VIII to this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORTManagements Discussion and Analysis Report for the year 2015-16 under review asstipulated under Regulation 34(e) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 with the Stock Exchanges is presented in a separate section formingpart of the Annual Report.
TThe Companys credit rating impute by rating agency as given below:
Statements in the Boards Report and the Management Discussion & Analysisdescribing the Companys objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Companys operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
No significant or material orders were passed by the regulators or Courts or Tribunalswhich impact the going concern status and Companys operation in future.
The Directors acknowledge that the performance of the Company during the year 2015-16could be made possible only with the collective contribution and excellent performance ofthe Associates both in terms of operational parameters and also at the market place. TheDirectors express their appreciation for the support received from Associates of theCompany Shareholders Vendors Customers and other Stakeholders.
For and on behalf of the Board
ANNEXURE - I TO DIRECTORS REPORT Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016 [Pursuant to section 204(1)of the Companies Act 2013 and rule No. 9 of the Companies (Appointment and Remunerationot Managerial Personnel) Rules 2014]
APM Industries Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by APM Industries Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the APM Industries Limiteds books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31st March2016 complied with the statutory provisions listed hereunder and also that the Company hasproper Board- processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by APM Industries Limited ("the Company") for the financialyear ended on 31st March 2016 according to the provisions of:
i) The Companies Act 2013 (the Act) and the rules made thereunder and the applicableprovisions of the Companies Act 1956;
ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules madethereunder;
iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings (There is no Foreign Direct Investment Overseas Direct Investmentor External Commercial Borrowings during the audit period);
v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015; and
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client(Not applicable to the Company as its not registered as Registrar to Issue and ShareTransfer Agents during the audit period);
vi) Other laws applicable specifically to the company as per the representation made bythe Management.
I have also examined compliance with the applicable clauses of the following:
(i) The Listing Agreements entered into by the Company with BSE Limited read with theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirement)Regulations 2015;
(ii) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to board and general meetings made effective from 1st July 2015.
I further report that there were no actions/event in pursuance of:
a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014;
c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;
e) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
During the period under review and as per the explanations and clarifications given tome and the representation made by the Management the Company has complied with theprovisions of the applicable laws rules regulations and guidelines etc as mentionedabove.
However the Company has spent an amount of Rs.41.45 Lacs against the amount ofRs.63.35 Lacs to be spent during the year towards Corporate Social Responsibility.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance except notes on itemsof business which are in the nature of Unpublished Price Sensitive Information have beengiven at a shorter period of time than stated above with the consent of a majority of theDirectors which includes one Independent Director and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.
Decisions at the meetings of the Board of Directors were taken unanimously.
I further report that as per the explanations given to me and the representation madeby the Management and relied upon by me there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines:-
As informed the Company has responded appropriately to notices received from variousstatutory/regulatory authorities including initiating actions for corrective measureswherever found necessary.
I further report that during the audit period there were no other specificevents/actions in pursuance of the above referred laws rules regulations and guidelinesetc having a major bearing on the Companys affairs.
Pradip Kumar Muduli
(Practising Company Secretary)
FCS No 6170
1 WO IJU.v 1 / U
C P No.:5730
Place : New Delhi
Date : 22/07/2016
Note : This report is to be read with my letter of even date which is annexed asANNEXURE A and forms an integral part of this report.
To The Members
APM Industries Limited
My report of even date is to be read along with this letter.
01. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onour audit.
02. I 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. I believe that the processes and practices I followed provide areasonable basis for my opinion.
03. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company including compliance of applicable Direct and Indirecttax laws since the same have been subject to review by Statutory Auditor and otherdesignated professionals.
04. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
05. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.
06. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
ANNEXURE - II TO DIRECTORS REPORT
REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES FOR THE FINANCIAL YEAR 2015 -2016A brief outline of the Company's CSR policy:
For your Company CSR means Corporate Sustainable Responsibility and this meansembedding CSR into its business model. The CSR activities and programs are initiatedtowards the communities and environment in which the Company operates. It represents thecontinuing commitment and actions of the Company towards socio-economic development.Web-link to the CSR policy and projects/ programs -
Details of Amount spent on CSR activities during the Financial Year 2015-16
Reason for unspent amount
The projects undertaken under Sl. No.3 above could not be completed because thedetails of schools where the CSR work to be conducted not received from respectiveauthorities. The unspent amount will be incurred in 2016-17.
The CSR Committee confirms that The implementation and monitoring of Corporate SocialResponsibility Policy is in compliance with CSR objectives and Policy of theCompany.
ANNEXURE - III TO DIRECTORS REPORT
A) POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE
This policy set out the guiding principles for the Nomination and RemunerationCommittee and Human Resources for identifying persons who are qualified to becomeDirectors and to determine the Independence of Directors in case of their appointment asIndependent Directors of the Company.
In this policy the following terms shall have the following meanings:"Director" means a Director appointed to the Board of a Company."Nomination and Remuneration Committee" means committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015."Independent Director" means an Independent Director referred to in sub section(6) of section 149 and Regulation 16(1) (b) of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015.
1. Policy for selection of Directors
Appointing Directors that are able to demonstrate to the satisfaction of the Boardthe following attributes skills and abilities:
a reputation for high standards of personal and professional ethics andintegrity;
the ability to form an independent view of matters before the Board usinghis/her own skills and experience;
the ability to interpret financial statements;
general understanding of the Companys business dynamics;
1.1.The proposed appointee shall also fulfill the following requirements:
Shall possess a Director Identification Number;
Shall not be disqualified under the Companies Act 2013;
Shall give his/her written consent to act as a Director;
Shall abide by code of conduct for Board Members and Senior Management;
Shall disclose his/her concern or interest in any Company or Companies or BodiesCorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every Financial Year and thereafter whenever there is achange in the disclosures already made
Such other requirements as may be prescribed from time to time under theCompanies Act 2013 Listing Agreements and other relevant laws.
2. Criteria of Independence
The criteria of independence as laid down in Companies Act 2013 and Regulation 16 ofSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 is as below:
An Independent Director in relation to a company means a Director other than aManaging Director or a Whole-time Director or a Nominee Director:
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 or associate company; b) who is not related to promoters ordirectors in the company its holding subsidiary or associate company;
iii. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or 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 Directors amounting to two per cent ormore of its gross turnover or total income or fifty lakh rupees or such higher amount asmay be prescribed whichever is lower during the two immediately preceding financialyears or during the current financial year;
v. who neither himself nor any of his relatives:
a) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
b) is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the financial year in which he is proposed to be appointedof:
I) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
II) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;
c) holds together with his relatives two per cent. or more of the total voting power ofthe company; or
vi. who possesses appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations or other disciplines related to the Companysbusiness
vii. who is not less than 21 years of age.
viii. The Independent Directors shall abide by the provisions specified in Schedule IVof the Companies Act 2013.
3. Other Directorships
A Director shall not serve as Director in more than 20 Companies of which notmore than 10 Companies shall be Public Limited Companies.
A Director shall not serve as Independent Director in more than 7 ListedCompanies and 3 listed companies in case he is serving as a Whole-time Director in anyListed Company.
A Director shall not be a member in more than 10 Committees or act as Chairmanof more than 5 Committees across all Companies in which he holds Directorship.
B) REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES.
This policy set out the guiding principles for the Nomination and RemunerationCommittee and Human Resources for recommending to the Board the remuneration of theDirectors Key Managerial Personnel and other employees of the Company. In this policy thefollowing terms shall have the following meanings: "Director" means a Directorappointed to the Board of a Company. "Key Managerial Personnel" means
i. the Chief Executive Officer or the managing director or the
ii. the company secretary;
iii. the whole-time director;
iv. the Chief Financial Officer; and
v. such other officer as may be prescribed under the Companies
"Nomination and Remuneration Committee" means committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
1. Remuneration to Non-executive Directors
Non-Executive Directors are paid remuneration in the form of sitting fees for attendingthe Board Meetings and Committee Meetings as fixed by the Board of Directors from time totime subject to statutory provisions.
2. Remuneration to Chairman and Managing Director While deciding the remuneration ofChairman and Managing Director the Nomination and Remuneration Committee and the Boardshould consider pay and employment conditions in the industry and merit and seniority ofthe person.
The term of office and remuneration of Chairman and Managing Director are subject toapproval of the Board of Directors shareholders and the limit laid down under theCompanies Act 2013 from time to time.
3. Remuneration to Key Managerial Personnel and other employees
Remuneration of KMP and other employees is decided by the Chairman on therecommendation by the Managing Director.
For and on behalf of the Board
ANNEXURE - IV TO DIRECTORS REPORT
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1 Details of contracts or arrangements or transactions not at arms length basis:
2 Details of material contracts or arrangement or transactions at arms lengthbasis:
*NOTE: The details of names nature of relations ship; nature of such contracts /arrangements / transactions are disclosed in Note No. 30 forming part of the BalanceSheet.
Transactions like payment of remuneration and dividend are as per the terms approved bythe Board and shareholders as per applicable provisions. Transaction relating tocontribution to CSR activities was made in compliance with the requirements of the Section135 of the Companies Act 2013 after due approvals. Please refer CSR section inBoards report for more details in this regard.
ANNEXURE - V TO DIRECTORS REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (ACCOUNTS)
A. CONSERVATION OF ENERGY
(i) Energy conservation measures taken:
The Company has taken following Energy Conservation
Measures to save the Energy.
1. Replacement of 80 Nos. Administrative Office CFL Light of 72 Watt with 16 Watt LEDTube Lights.
2. Replacement of 50 Nos. Internal roads CFL Lights of 27 Watt with 18 Watt LED Lights.
3. Replacement of 150 Nos. Staff Colony Tube Lights of 36 Watt with 18 Watt LED TubeLights.
4. Replacement of one (1) submersible pump of 20 HP with energy efficient pump of 15HP.
5. Air leakage prevention work in various machines get conducted from outside agencyresulting saving of 2100 Units per day.
(ii) Steps taken for utilizing alternate sources of energy:
Installation of solar power rooftop system is under consideration.
(iii) Capital investment on energy conservation equipments - Rs.16.90 Lacs.
B. TECHNOLOGY ABSORPTION
Efforts made in R&D and Technology Absorption is given in Form B.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
The activities relating to exports initiatives taken to increase exports developmentof new export market for products and services and export plans:
We have been continuously developing new varieties of yarn to meet the requirement ofthe export market so that we can increase the export.
The information in respect of Foreign Exchange earnings and outgo is contained in item(f) & (g) in Note No.32 annexed to the Balance Sheet.
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSUMPTION OF ENERGY
A. Research & Development:
Specific areas in which R&D carried out by the Company:
The Company has been giving special emphasis on development of new products and costreduction. The Company has developed new products for exporters of fabrics furnishingsand Readymade garments keeping in touch with latest trend of fabrics and readymadegarment exports. The company has also developed new varieties of yarn for domesticmarkets.
Benefits derived as a result of R & D:
Product improvement enhancement in product range cost reduction and improvement incustomer satisfaction.
Future course of action:
To develop new varieties and shades as per market requirements.
Expenditure on R&D:
No specific expenditure exclusively on R&D has been incurred.
B. Technology Absorption Adaptation and Innovation:
The indigenous technology available is continuously being upgraded.
Improvement in the overall performance of the Company and increasing presence in newmarkets.
Particulars of imported technology:
For and on behalf of the Board
ANNEXURE - VI TO DIRECTORS REPORT
Statement of Disclosure of Remuneration under Section 197 of the Companies Act 2013and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
i Ratio of remuneration of each Executive Director to the median remuneration ofEmployees of the Company for the financial year 2015-16
the percentage increase in remuneration of Chairman Managing Director CFO and CompanySecretary during the financial year 2015-16 and Comparison on the Remuneration of KMPagainst performance of the Company
* Ms Jyoti Upadhyay appointed w.e.f. 20.05.2015
The Non-Executive Directors of the Company are entitled for sitting fees. The detail ofremuneration of Non-Executive Directors is provided in Corporate Governance Report and isgoverned by the Remuneration Policy. The ratio of remuneration and percentage increase forNon-executive Directors remuneration is therefore not considered for the purpose above.
The ratio of the remuneration of the highest paid Director to that of the employees whoare not Directors but receive remuneration in excess of the highest paid Director duringthe year :
There is no employee who receives remuneration in excess of remuneration paid to thehighest paid Director. iii. Affirmation that the remuneration is as per the remunerationpolicy of the Company : Remuneration is as per the Nomination and Remuneration policy ofthe Company.
Name of Employees of the Company as per Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 1. Employed throughout the year and in receipt ofremuneration in aggregate of not less than Rs.1.02 Crores.
2. Employed for part of the year and in receipt of remuneration of not less thanRs.8.50 lacs per month - NIL. NOTES
1. Remuneration as above includes salary commission allowances monetary value ofperquisites etc.
2. Shri R K Rajgarhia is related to Shri S G Rajgarhia a Director of the company.
3. Employment is contractual.
ANNEXURE -VII TO DIRECTORS REPORT
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.03.2016 [Pursuant tosection 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014]
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Shareholding
ii) Shareholding of Promoters
iii) Change in Promoters Shareholding (please specify if there is no change)
iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)
v) Shareholding of Directors and Key Managerial Personnel
Indebtedness of the Company including interest outstanding / accrued but not due forpayment
vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole-time Directors and/or Manager;
B Remuneration to other directors;
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD
viii) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: