Your Directors have immense pleasure in presenting the 36th Annual Report on thebusiness and operations of the Company together with Audited Statement of Accounts of yourCompany for the financial year ended the 31st March 2017.
1. FINANCIAL HIGHLIGHTS
| || ||(Rs. in Crores) |
|PARTICULARS ||2016-2017 ||2015-2016 |
|Sales ||819.38 ||818.18 |
|Profit Before Interest Depreciation & Tax (PBDIT) ||92.92 ||91.16 |
|Less : Interest & Finance Charges ||46.84 ||30.29 |
|Profit Before Depreciation & Tax (PBIT) ||46.08 ||60.87 |
|Less : Depreciation ||6.06 ||4.70 |
|Profit Before Tax (PBT) ||40.02 ||56.17 |
|Less : Provision for Current Tax /Deferred Tax ||13.61 ||19.70 |
|Profit After Tax (PAT) ||26.41 ||36.47 |
In view of the adequate profits earned by the Company your Directors have recommendedFinal dividend of Re. 0.30/- per share (15%) on equity shares at the face value of Rs. 2/-each for the financial year.
There was no transfer to General Reserve during the year 2016-17.
3. BUSINESS AND OPERATIONS REVIEW
During the year under review your Company has achieved gross sales of Rs. 819 croreswith a EBIDTA of Rs. 92.92 crores. Arcotech continues to be an innovative process andsystem-oriented company. We have transitioned into a leading engineering company withprecision products for a wide range of end segments. Arcotech is today one of India's onlycompletely integrated company for Copper and Copper Alloy Components.
Strips and Foils
Arcotech adopts the best technology in the industry and has a 24000 MTPA productioncapacity to manufacture Copper and Cu alloys like Brass Phosphor Bronze Leaded BrassCupro Nickel in the form of strips foils sheets ingots rods profiles bus bars and isone of the largest producers in South Asia.
It is the only company having all three casting systems facilities namely DC CastingContinuous Casting Batch Mould Casting as well as extrusion / conforming lines. Thecompany's integrated manufacturing facility comprises of melting & casting to rollingon advance 20 Hi Mills to produce wide range of strips ranging from 0.035 mm - 12 mm inthickness and from 4 mm to 406 mm in width with precise tolerances.
The company concentrates on getting the highest value addition by making consistentquality and precision products for highly critical end use applications Arcotech alsouses modern technology to make specialized alloys which give higher returns.
The company has over 150 Customers to whom the company is supplying its productsconsistently. Your company is proud to have leading companies of its field as itscustomers apart from prestigious orders from the Indian Mint and Indian OrdinanceFactories.
Stamping and R&D
Arcotech has moved up the value chain and has resulted into expansion in marketpresence and capability to directly serve OEM and Tier 1customers with end product forindustries such as Automotive Modular Switches Home Appliances TelecommunicationsSwitchgear Coinage Electronics White Goods etc.
Arcotech has a State-of-the-Art Stamping Division with a fully equipped tool room formanufacturing Components/ Stamped parts like Terminals Lugs Power Connectors PCB Boardsand Connectors Electrical contact parts Keys Coin Blanks and other special components.
Arcotech has a world class R&D Center with Product and Tool Designers working onSolidworks and an in-house toolroom with machinery from Sodick Japan and Hass USA. Thisallows us to manufacture precise tools at excellent costing for Mass Production/ RapidPrototyping/ Small Batch Production. We are able to manufacture complex Progressive Toolsto Stage tooling depending on volumes and timelines Arcotech is also using best in classstamping presses from Yamada Dobby Japan Micron Taiwan and Schuler Germany. This allowshigh speed precision stamping for components.
Arcotech is the only vertically integrated company having Raw Material Tool Room ToolDesign Product Design Plating Quality and Validation Testing and of course stamping atan integrated facility. In addition to its leadership position in Copper & Copperalloy flat products the company has emerged as one stop solution provider for customizedcomponents. This gives Arcotech a unique and distinct advantage.
Millions of people everyday use material processed by Arcotech in various forms and bynumerous manufacturers of Electronic Electrical/ Power Transmission Switchgear HTCables Auto Components Radiators Keys & Locks Zippers Sanitary fittings TorchesCoins and many more.
The company also is into Aluminum Products to manufacture packaging products fromAluminium. Arcotech has created the brands "ArcoFresh" and"SuperFresh" to manufacture and market Household Foil and Container forWholesale and Retail usage. The brand has been well received during its launch and companyexpects constant growth for this segment.
4. DIRECTORS AND KEY MANEGERIAL PERSONNEL
In pursuance with the provisions of Companies Act 2013 Shri Rishabh SarafNon-Executive Director of the Company who retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. In terms ofRegulation 36 of SEBI (LODR) Regulations 2015 the details of the Director to bere-appointed are being provided in the notice of the ensuing Annual General Meeting.
The Board of the Company is constituted in accordance with the provisions of CompaniesAct 2013 and rules made there under and Regulation 17(1) of SEBI (LODR) Regulations2015.
None of the directors of the Company resigned from the board of the Company during theyear under review.
Change in Key Managerial Personnel:
a) During the Year Shri Amit Sharma resigned from the post of Chief Financial Officerof the Company w.e.f 13th February 2017.
5. BOARD DIVERSITY AND POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Company believes that building a diverse and inclusive culture is integral to itssuccess. A diverse Board among others will enhance the quality of decisions by utilizingdifferent skills qualifications professional experience and knowledge of the Boardmembers necessary for achieving sustainable and balanced development. Accordingly theBoard has adopted a policy on 'Nomination Remuneration and Board Diversity' which setsout the criteria for determining qualifications positive attributes and independence of aDirector. The detailed policy is available on the Company's website athttp://www.arcotech.in/New14/NOMINATION.pdf and http://www.arcotech.in/New14/Policy-on-Board-Diversity.pdf is also provided in the Corporate Governance Report whichforms part of this Report.
Annual Board Evaluation and Familiarisation Programme for Independent Directors
The statement pursuant to the provisions of the Companies Act 2013 and Regulation17(10) SEBI (LODR) Regulations 2015 indicating the manner in which formal annualevaluation of the Directors the Board and the Board level Committees are given in thereport on Corporate Governance which forms part of this Annual Report. A note on thefamiliarisation programme adopted by the Company is available at Company's websitehttp://www.arcotech.in/New14/ Familiarisation-programmes-for-Independent-Directors.pdf
Declaration by Independent Directors
The company has received necessary declaration from each independent director undersection 149 (7) of the Companies Act 2013 that he/ she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and Reg. 16(1) (b) and Reg. 25 ofSEBI (LODR) Regulations 2015. The Independent Directors have also confirmed that theyhave complied with the Company's code of conduct.
6. AUDITORS AND AUDITORS REPORT
The Auditors of the Company M/s. Amit Joshi & Associates (FRN: 004898N) CharteredAccountants hold office until the conclusion of 40th Annual General Meeting (AGM) of theCompany subject to ratification of their appointment by the Members of the Company atevery AGM.
The Auditors have confirmed their eligibility to the effect that ratification of theirappointment if made would be within the prescribed limit under the Companies Act 2013and that they are not disqualified for ratification of their appointment. The Board ofDirectors on recommendation of the Audit Committee propose the ratification of appointmentof M/s. Amit Joshi & Associates (FRN: 004898N) Chartered Accountants as StatutoryAuditors of the Company at the forthcoming AGM.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
7. COST AUDITOR
The Board of your Company has appointed M/s SS Chug & Co. Cost Accountantsregistration no. 101595 for conducting the audit of cost records of the Company for thefinancial year 2017-18.
8. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of your Company has appointed M/s A. Upadhyaya & Associates CompanySecretaries Certificate of Practice no. 4729 for conducting the secretarial audit of theCompany for the financial year 2017-18. The secretarial auditor's report for the financialyear 2016-17 is attached and does not contain any qualifications reservations or adverseremarks or disclaimers.
9. NUMBER OF MEETINGS OF THE BOARD
During the year under review there were total 5 (Five) meetings of the Board wereconvened and held the details of which are given in the Report on Corporate Governancewhich is a forming part of this report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 and Reg.17 (2) of SEBI (LODR)Regulations 2015.
The Composition and function of Audit Committee of the Board of Directors of theCompany is disclosed in the Report on Corporate Governance which is forming part of thisreport.
10. VIGIL MECHANISM
The Company has a established vigil mechanism which incorporates a whistle blowerpolicy in terms of the listing agreement for directors and employees to report theirgenuine concerns. The objective of the policy is to create a window for any person whoobserves an unethical behavior actual or suspected fraud or violation of Company's codeof conduct. Protected disclosures can be made by the whistle blower through an email orphone or a letter to the chairman of the audit committee. The policy can be assessed fromthe Company's website http://www.arcotech.in/ New14/WHISTLEBLOWERPOLICY.pdf.
The Company has framed a policy for Determining material Subsidiaries. There is nosubsidiary of the company as on 31st march 2017.
12. DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(C) OF THE COMPANIES ACT2013
The Board of Directors hereby confirms in terms of Section 134(5) of the CompaniesAct 2013:
a) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures if any;
b) That appropriate accounting policies have been selected and applied consistentlyand made judgments and estimates that are reasonable and prudent have been made so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period.
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d) That the Annual Accounts have been prepared on a going concern basis.
e) That the Directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and are operating effectively.
f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
13. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of section 134(3)(a) of the Companies Act 2013 anextract of the Annual Return in Form MGT-9 is given as Annexure-B of this report.
14. FIXED DEPOSITS
During the Year under review your Company has not accepted any fix deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
15. STATUTORY STATEMENTS
A. Conservation of energy and technology absorption
The information relating to Conservation of Energy and Technology Absorption asrequired to be disclosed under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure - 'A'-Form A.
B. Foreign Exchange Earnings and outgo
During the year under review your Company has dealt with foreign exchange earning andoutgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed herewith as Annexure - 'A' -Form B.
C. Particulars of Employees
Information in accordance with the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended regarding employees is given in the Annexure to theDirectors' Report.
Disclosures regarding ratio of the remuneration of each Director to the medianemployee's remuneration and other details in terms of Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are as under :-
i) The Ratio of the remuneration of Directors to the Median remuneration of theemployees of the Company for the year 2016-17:
Executive Director: Mr. RN Pattanayak - 15:1
ii) The percentage increase in remuneration of each Director CFO and CS in thefinancial year:
There was no increase in the remuneration of any of the Director or CS during thefinancial year.
iii) The percentage increase in the median remuneration of employees in the financialyear: 3.63%
iv) The number of permanent employees on the rolls of Company: 241 employees as on31.03.2017
v) Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate of previous year.
|Particulars ||As at 31st March 2017 ||As at 31st March 2016 ||Variation(%) |
|Closing Share Price ||524.50 ||385.10 ||36.20 |
|Market Capitalization (Rs in Crores) || || || |
|(Market Value per share) || || || |
|*No. of Outstanding Shares) ||1101.45 ||808.71 ||36.20 |
|P/E ratio (Market Value per share/EPS) ||41.69 ||22.17 ||88.04 |
vi) average percentile increase already made in the salaries of employees other thanmanagerial 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: Therehas been no increase in the remuneration of KMP's during the financial year.
vii) Comparison of the each remuneration of the Key Managerial personnel against theperformance of the Company:
| ||WTD ||CFO* ||CS |
|Remuneration in FY 17 (Rs in Cr.) ||0.42 ||0.118 ||0.069 |
|Revenue (Rs in Cr.) || ||733.75 || |
|Remuneration as % of revenue ||0.057% ||0.016% ||0.009% |
|Profit before Tax (PBT) (Rs in Cr.) || ||40.02 || |
|Remuneration (as % of PBT) ||1.05% ||0.29% ||0.17% |
* Mr. Amit Sharma CFO resigned w.e.f from 13th February 2017.
viii) the key parameters for any variable component of remuneration availed by theDirectors: There is no such variable component
xi) The ratio of the remuneration of the highest paid director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid directorduring the year: NONE
x) The Remuneration is as per the remuneration policy of the Company.
16. CORPORATE GOVERNANCE
A separate report on Board of Directors of the Company on Corporate Governance isincluded in the Annual Report and the Certificate from M/s A. Upadhyaya & AssociatesPracticing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated in Schedule V of SEBI (LODR) Regulations 2015 is attached tothe report on Corporate Governance.
17. RISK MANAGEMENT POLICY
The company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the board of directors of the company.
The company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified bystatutory as well as internal auditors.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company has been committed towards the society at large. A separate note on thepolicy is a part of this report. The Company has duly formulated CSR policy in place.Policy can be assessed from the Company Website http:// www.arcotech.in/New14/CSR.pdf.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has not given any loan guarantee or investments under section 186 of theCompanies Act 2013
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
RELATED PARTY TRANSACTIONS
During the year the Company had not entered into any arrangement / transaction withrelated parties which could be considered material in accordance with the Company's Policyon Related Party Transactions and accordingly the disclosure of Related PartyTransactions in Form AOC 2 is not applicable.
The Policy on the Related Party Transactions is available on the Company's website athttp://www.arcotech.in/New14/Policy-on-Materiality-of-and-dealing-with-Related-Party-Transaction.pdf.
Details of related party transactions have been disclosed in notes to the financialStatements.
21. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Scenario & Future Challenges
During the year Industrial Output of the economy has been sluggish; primarily becauseof Demonetization drive of government and higher interest rates in macroeconomic concerns.However your Company's approach of diversification of customer base has helped it tomaintain steady growth. During the year a risk analysis assessment was conducted and nomajor risks were noticed which may threaten the existence of the Company.
(b) Human Resources / Industrial Relations
Your Company acknowledges the commitment competence and dedication of its employees atall areas of business. The Company is committed to nurture enhance and retain best talentthrough investment in its people to upgrade their technical domain and leadershipcapability. To retain leadership position the Company continuously innovates andcustomizes its Human Resource (HR) strategy to meet changing employee need. The Companyhas taken initiative for safety of employees and implemented regular safety auditimparted machine safety training wearing protective equipment's.
(c) Adequacy of Internal Controls
The company has a proper and adequate system of internal controls to ensure that allassets are safeguarded and protected against loss from unauthorized use or disposition andthat all transactions are authorized recorded and reported correctly. IndependentInternal auditors conduct audit covering a wide range of operational matters and ensurecompliance with specified standards.
(d) Operating Performance Future Outlook etc.
The foregoing paragraphs under the head - Financial Results Operations and FutureOutlook have discussed and analyzed other requisite issues mentioned in SEBI (LODR)Regulations 2015.
(e) Opportunities and Threats
Government focus on Non-ferrous Industry and implementation of GST will give boost tononferrous industry. However Govt. will have to take adequate steps to provide levelplaying field to Indian Non-ferrous Manufacturers by taking mitigant steps to nullify theimpact of inverted duty effect.
22. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has a policy on prohibition prevention and redressal of Sexual Harassmentof women at workplace and Matters connected therewith or incidental thereto covering allthe aspects as contained under "The Sexual Harassment of women at workplace(Prohibition Prevention and Redressal) Act 2013".
During the financial year 2016-17 no complaint was received under the policy.
23. INTERNAL FINANCIAL CONTROL
The Company has adequate internal control systems and procedures designed toeffectively control the operations at Its corporate office Head office and plants. Theinternal control systems are designed to ensure that the financial and Other records arereliable for the preparation of financial statements and for maintaining assets. TheCompany has well designed Standard Operating Procedures.
Independent Internal Auditors conduct audit covering a wide range of operationalmatters and ensure compliance with specified standards. Planned periodic reviews arecarried out by Internal Audit. The findings of Internal Audit are reviewed by the topmanagement and by the Audit Committee of the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance to AccountingPolicies and Procedures the Audit Committee was satisfied with the adequacy andeffectiveness of the Internal Controls and Systems followed by the Company.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain at the forefront of the Industry. YourCompany looks upon them as partners in its progress and has shared with them the rewardsof growth. Directors also take this opportunity to thank all Investors Banker ClientsVendors Companies Government authorities and Stock Exchange(s) for their continuedsupport.
| ||On behalf of the Board |
| ||For Arcotech Limited |
|Place : New Delhi ||(Arvind Kumar Saraf) |
|Date : 20th July 2017 ||Chairman |
| ||DIN : 00057323 |
A) ANNEXURE TO BOARD REPORT
The remuneration of Whole Time Director (Executive Director) for the financial yearended 31st March 2017.
|Name ||Age ||Designation ||Gross Remuneration ||Net Remuneration ||Total Experience ||Date of Commencement of Employment ||Last Employment |
| ||(Years) || ||(Rs.) ||(Rs.) ||(Years) || || |
|1 Shri. R N Pattanayak ||57 ||Whole Time Director ||4200000 ||3000000 ||31 ||18.12.2006 ||Business |
ANNEXURE - A'
Information under section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 and forming part of the Directors' Report for the year ended 31stMarch 2017.
I. CONSERVATION OF ENERGY
a) Energy conservation measures taken :
i. Implemented 3 phase variable voltage drive controlled through PID for energyconservation in vacuum Furnace.
ii. Provide blower shut off operation from remote side in BSC mill.
iii. Circuit modified to avoid re-start after resuming of power supply in BSC mill
iv. Implemented automatic control for cooling tower fan as per required process watertemperature resulting Into lowers consumption of energy.
b) Additional investment and proposals for reduction of energy consumption.
i. VFD for More number of machines shall be installed. ii. New Digital Drives areproposed to be installed in other finishing as well as intermediate mills for optimumutilization of power.
iii. Implementations of variable 3 phase voltage drive system to Bell furnace.
c) Impact of the measures at (a) and (b) above on reduction of energy consumption andconsequent impact on the cost of production of goods The measure would help in increasingthe productivity lowering the power cost.
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
(A) Power and Fuel Consumption
| ||Current Year 2016-2017 ||Previous Year 2015-2016 |
|1. Electricity || || |
|(a) Purchased (MWH) || || |
|(i) Units ||11440.74 ||13968.24 |
|(ii) Total Amount ('000') ||103241.093 ||121900.895 |
|(iii) Rate per unit (Rs.) ||9.02 ||8.72 |
|(b) Own Generation || || |
|(i) Through diesel generator || || |
|Units (MWH) ||84.028 ||105.632 |
|Units per Ltr of diesel ||2.21 ||2.20 |
|Cost/ Unit (Rs.) ||24.26 ||20.92 |
|(ii) Through steam turbine generator ||NIL- ||NIL- |
|2. Coal/ Furnace Oil/ Others ||-NA- ||-NA- |
(B) Consumption per unit of Production
| ||Production ||Standards ||Current Year ||Previous Year |
| ||Unit ||(If any) ||2016-2017 (Unit) ||2015-2016 (Unit) |
|1. Copper & Brass ||(MT) || ||19798 ||19934 |
|- Electricity || || ||1730 ||1420 |
|- Coal/ FO /Others || ||NA ||NA ||NA |
II. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
1. Research and Development (R&D)
Developed Radio frequency remote control in crane for codeless operation
Provided screw down electronic control system in TRM-1 for gauge controlling.
Automatic cut to length system implemented in existing CTL
Automatic speed synchronization done with 2HI main mill and 2HI up coiler foreasy Rolling.
2 HI automatic screw down system started for easy operation
(a) Specific areas in which R&D was carried out by the Company
Robertson and BSC Mill has been re-engineered and installed HMI for auto diacompensation and user friendly operation to meet the specific customer requirement and toachieve internationally acceptable quality parameter.
Study was conducted to do Soft Slitting of ETP Copper.
(b) Benefits derived as a result of the above R&D
Capable to do Hot Rolling of Nickel Brass to meet customized requirement ofcustomers.
Productivity has been increased (c) Future plan of action :
New Base for Bell Annealing - 1st will be installed.
2nd PSA plant will be commissioned.
(d) Expenditure on R&D:
|Capital ||: ||Not Allocated |
|Recurring ||: ||Not Allocated |
|Total ||: ||Not Allocated |
|Total R&D expenditure as a percentage of total turnover ||: ||Not Allocated |
2. Technology absorption adaptation and innovation:
|(a) Efforts in brief made towards technology commissioned. ||: ||Technological up gradation of various equipments have been undertaken. |
|(b) Benefits derived as a result of the above efforts. ||: ||Efficient consumption of electricity and lower Production cost due to increase in production. |
|(c) Technology imported during the last five years. ||: ||DC Caster Continuous Casting Line & Pin hole Detector 20Hi Mill Robertson Mill Coreless furnace consists of several imported mechanical electronic components. |
|3. Total Foreign exchange earnings and outgo : || || |
|(a) Activities relating to export initiatives taken to increase exports development of new export markets for products and export plans. ||: ||Company is constantly extends repeat from export customers based in Europe middle east Asia and USA. Company has in the last financial year added two large customers in USA & Italy. Company has also participated in Multiple Expo in USA UK Germany |
| || ||Thailand Shri Lanka etc.to further increase export sales of the Company. |
|(b) Total foreign exchange used and earned. (equivalent to Rupees) ||: || |
|- Used (on cash basis) ||: ||Rs. 495.67 Lacs |
|- Earned ||: ||Rs. 336.40 Lacs |
NOMINATION & REMUNERATION POLICY
The Company considers human resources as its invaluable assets. This policy onnomination and remuneration of Directors Key Managerial Personnel (KMPs) and otheremployees has been formulated in terms of the provisions of the Companies Act 2013 andthe listing agreement in order to pay equitable remuneration to the Directors KMPs andemployees of the Company and to harmonise the aspirations of human resources consistentwith the goals of the Company
2. OBJECTIVE AND PURPOSE OF THE POLICY
The objectives and purpose of this policy are:
2.1 To formulate the criteria for determining qualifications competencies positiveattributes and independence for appointment of a Director (Executive and Non-Executive)and recommend to the Board policies relating to the remuneration of the Directors KeyManagerial Personnel and other employees;
2.2 To formulate the criteria for evaluation of performance of all the Directors on theBoard;
2.3 To devise a policy on Board diversity; and
2.4 To lay out remuneration principles for employees linked to their effortperformance and achievement relating to the Company's goals
3. CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE
The Board has reconstituted the "Nomination and Remuneration Committee" ofthe Board on 8 August 2015. This is in line with the requirements under the New Act.
The Board has authority to reconstitute this Committee from time to time.
4. APPOINTMENT CRITERIA AND QUALIFICATION
The Board has authority to reconstitute this Committee from time to time:
4.1 The committee shall identify and ascertain the integrity qualification expertiseof the person for appointment as director KMP or senior management level and recommend tothe board his / her appointment.
4.2 A person to be appointed as director KMP or in senior management should possessadequate qualification expertise and experience for the position he/ she is consideredfor appointment. The committee has discretion to decide whether qualification expertiseand experience possessed by a person is sufficient/ satisfactory for the concerned person.
4.3 A person to be appointed as director should possess impeccable reputation forintegrity deep expertise and insights in sectors/ areas relevant to the company abilityto contribute to the company's growth and complementary skills in relation to the otherBoard members.
5. REMOVAL OF DIRECTOR OR KMP
Due to any of the reasons of disqualification mentioned in the Companies Act 2013rules made thereunder or under any other applicable Act rules and regulations thecommittee may recommend to the board with reason recorded in writing the removal of adirector or KMP subject to the provisions and compliance of the said Act rules andregulations.
6. RETIREMENT OF DIRECTOR OR KMP
The Whole Time Directors KMP and senior management personnel shall retire as per theapplicable provisions of the companies act 2013 and the prevailing policy of the company.The board will have the discretion to retain the Whole Time Director KMP seniormanagement personnel in the same position/ remuneration or otherwise even after attainingthe age of retirement for the benefit of the company.
7. REMUNERATION OF NON EXECUTIVE DIRECTORS
Non-executive Directors (NED) are remunerated by way of Sitting Fee for each meeting ofthe Board/ Committees of the Board attended by them.
8. REMUNERATION OF WHOLE TIME DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOREXECUTIVES
The following elements are taken into consideration for determining the Remuneration ofExecutive Director KMP and Senior Executives:
8.1 The remuneration policy reflects a balance between the interests of company'smain stakeholders as well as a balance between the Company's short term and long termstrategy. As a result the structure of the remuneration package for the Directors KMPand Senior Executives is designed to balance short term operational performance with themedium and long term objective of creating sustainable value within the Company whiletaking into account the interests of its stakeholders. Company strives for a highperformance in the field of sustainability and aims to maintain a good balance betweeneconomic gain respect for people and concern for the environment.
8.2 In designing and setting the levels of remuneration for the Directors KMP andSenior Executives the Committee also takes into provisions of the Corporate Governanceregulations societal and market trends and the interests of stakeholders.
8.3 The remuneration and commission to be paid to the Whole Time Director/ManagingDirector shall be in accordance with the provisions of the Companies Act 2013 and therules made thereunder.
8.4 Increments to the existing remuneration / compensation structure may berecommended by the Committee to the Board which should be within the limits approved bythe Shareholders in the case of Managing Director.
9. REMUNERATION OF OTHER EMPLOYEES
Remuneration of middle and lower level employees of the Company consists mostly offixed pay which is reviewed on an annual basis. Increase in the remuneration of employeesis affected based on an annual review taking into account performance of the employee andthe performance of the Company also.
10. TERMS OF APPOINTMENT
Term of Whole Time Director/Managing Director is generally for a period of 3 years andrenewed for similar periods from time to time. However the Board reserves the right toincrease/decrease the period as it may deem fit. However Company also employs contractualemployees as 'consultants' for shorter periods on need basis.
There is no system of granting of loans to Directors KMP and employees of the Company
12. POLICY REVIEW
This policy is framed based on the provisions of the Companies Act 2013 and rulesthereunder and the requirements of the Regulation 19 of SEBI (LODR) Regulations 2015.
In case of any subsequent changes in the provisions of the Companies Act 2013 or anyother regulations which makes any of the provisions in the policy inconsistent with theAct or regulations then the provisions of the Act or regulations would prevail over thepolicy and the provisions in the policy would be modified in due course to make itconsistent with law.
This policy shall be reviewed by the Nomination and Remuneration Committee as and whenany changes are to be incorporated in the policy due to change in regulations or as may befelt appropriate by the Committee.