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Artson Engineering Ltd.

BSE: 522134 Sector: Engineering
NSE: ARTSONENGG ISIN Code: INE133D01023
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VOLUME 1599
52-Week high 64.90
52-Week low 34.00
P/E 66.42
Mkt Cap.(Rs cr) 164.21
Buy Price 44.10
Buy Qty 25.00
Sell Price 44.50
Sell Qty 28.00
OPEN 43.00
CLOSE 43.70
VOLUME 1599
52-Week high 64.90
52-Week low 34.00
P/E 66.42
Mkt Cap.(Rs cr) 164.21
Buy Price 44.10
Buy Qty 25.00
Sell Price 44.50
Sell Qty 28.00

Artson Engineering Ltd. (ARTSONENGG) - Director Report

Company director report

TO THE MEMBERS

The Directors present their Thirty-Seven Annual Report along with the Audited FinancialStatement for the Financial Year ended 31st March 2016.

1. Performance of the Company

The Company’s performance for the year is summarised below:

Financial Highlights

(Rs. Crore)
Financial Year ended 31st March 2016 Financial Year ended 31st March 2015
Sales and Other Income 113.71 65.09
Profit/ (Loss) before Finance Cost Tax 7.44 3.41
Depreciation and Exceptional Items
Profit/ (Loss) before tax 2.85 (1.99)
Profit/ (Loss) after tax 2.85 (1.99)
Profit/ (Loss) brought forward (69.56) (67.40)
Profit/ (Loss) available for appropriation (66.71) (69.56)

Operations

The Company’s Total Income for the year under review aggregated Rs. 113.71 Crore(Previous year – Rs. 65.09 Crore). The operations of the Company for the period underreview resulted in a Profit after Tax of Rs. 2.85 Crore (Previous year – Loss afterTax Rs. 1.99 Crore).

The Company commenced the financial year with an order backlog of about Rs. 51.65Crore. During the year under review the Company received new orders with estimated valueof about Rs. 128.75 Crore and thus the orders available for execution aggregated approx.Rs. 180.40 Crore. The closing order backlog for Company for year ended 31stMarch 2016 stands at Rs. 72.75 Cr.

During the year under review the Company successfully completed the Tank Constructionproject in Gujarat India. The project in Sharjah UAE is nearing completion.

The Company increased the Structural Fabrication capacity by enhancing the facility atNagpur in Q2 FY15-16 and by starting operations at Asanbani near Jamshedpur and at Ranchiin Q3 of FY 15-16. The Company received approvals from M/s NTPC for supply of fabricatedstructures from Nagpur and Nashik units to power projects and have on-going supplycontracts in these and as well as other sectors’ projects.

Effect of the above resulted in the Company’s Turnover for the Financial Year15-16 to be close to expected levels and a growth of over 75% in Revenue and a positiveNet Profit of 2.85 Cr (243%). In the year 15-16 Company dispatched 10972 MT of FabricatedSteel Structures to various project. sites from its facilities at Nagpur Asanbani(Jamshedpur) Nashik and Ranchi The Company had mobilized the Sharjah project site at theend of FY14-15. During FY15-16 the Company has achieved substantial completion of the 30out of 31 Chemical Storage tanks and is poised to complete the scope in Q1 FY16-17.

The Company management put extra focus on liquidating the matters pertaining old claimsunder arbitration. The efforts have resulted in Company receiving a favorable order fromMumbai High Court settling the claim of Rs. 2.41 Cr along with interest from M/s IOCL.

However the expected order intake in United Arab Emirates (UAE) and Sales turn-overcould not be realized due to softness in Global Oil Industry and hence deferred investmentdecisions by prospective clients. Also Company’s Equipment Manufacturing segmentexperienced negative growth and pressure on margins.

The Company started pursuing the opportunities in Tank Construction and Maintenanceprojects in India during this year and have been qualified for few tenders in thissegment.

The Company has maintained impeccable record for Safety at all factory locations andproject sites. The Company received appreciation from Customers on this account.

The Company’s Management along with that of Tata Projects Limited is makingarduous efforts to revive the Company and record a better performance over the years tocome.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and FinancialReconstruction

The Company’s Miscellaneous Applications (MA) with the Board for Industrial andFinancial Reconstruction (BIFR) containing amongst others a proposal for modificationof the sanctioned scheme by converting the total outstanding loan availed from TataProjects Limited (TPL) the Holding Company aggregating Rs. 44.18 Crore (includinginterest upto 31st March 2013) into 441822878 4 % Optionally ConvertibleCumulative Redeemable Preference Shares of Rs. 1/- each to be allotted to TPL onpreferential allotment basis and also extension of the rehabilitation period is stillpending with the BIFR. No hearings were granted by the BIFR and hence the Companypreferred to file a Writ Petition seeking intervention of the Hon’ble Delhi HighCourt. The Hon’ble High Court disposed off the said Writ Petition with the directionsto the BIFR to grant hearing and dispose off all the pending MA in a time-bound manner. Inresponse to this the BIFR has conveyed that no hearings could be granted as there is noquorum in the Bench. It is expected that soon the Bench will be re-constituted andhearings will be granted.

3. Borrowings

As mentioned above the Miscellaneous Application pertaining to financial restructuringproposal is pending consideration by the BIFR. Accordingly the Company was not requiredto repay the balance installments of term-loan as well as the outstanding inter-corporatedeposits availed from Tata Projects Limited (TPL). At the hearings granted by the BIFRfrom time to time TPL and Bank of India (the Monitoring Agency) have informed BIFR abouttheir approval for the modifications proposed in the Miscellaneous Applications.

4. Short Term loan from Tata Capital Financial Services Limited and WorkingCapital Facilities

The Company has borrowed a short term loan aggregating Rs. 25 Crore (Working CapitalDemand Loan: Rs. 5 Crore and Short term loan: Rs. 20 Crore) from Tata Capital FinancialServices Limited. The Company has also availed working capital facilities from CorporationBank which aggregate to Rs. 6 Crore (Fund Based facilities limit of Rs. 1 Crore andNon-Fund Based facilities limit of Rs. 5 Crore)

5. Extract of the Annual Return

An extract of the Annual Return as provided under Section 92 (3) of the Companies Act2013 is annexed to this Report and forms part if this Report.

6. Number of meetings of the Board of Directors

6 (.Six) Board Meetings were held during the period under review. The dates of theseBoard Meetings are 4th May 2015 24th July 2015 10thAugust 2015 21st October 2015 19th January 2016 and 18thMarch 2016.

7. Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and the reviews performed by the Management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany’s internal financial controls were adequate and effective during the yearended 31st March 2016. Accordingly pursuant to Section 134(5) of theCompanies Act 2013 based on the above and the representations received from theOperating Management the Board of Directors to the best of their knowledge and abilityconfirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there were no material departures therefrom;

ii. they have in the selection of the accounting policies consulted the statutoryauditors and have applied their recommendations consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2016 and of the profit of theCompany for the year ended on that date;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively duringthe year ended 31st March 2016; and

vi. proper system has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively during theyear ended 31st March 2016.

8. Directors and Key Managerial Personnel

Mr. A. K. Misra a non-executive director and nominee of Tata Projects Limited resignedas a Director of the Company effective 5th May 2015. The Board has placed onrecord its appreciation of the significant role played by Mr. Misra during his tenure as aDirector.

Ms. Leja Hattiangadi who was appointed as an Additional Director (Non-Executive andIndependent) on 12th March 2015 and held office till the 36th AnnualGeneral Meeting was appointed at the Annual General Meeting held on 10thAugust 2015 as an Independent Director of the Company. The Board for Industrial andFinancial Reconstructions (BIFR) has vide its Discharge Order (F.No. 16(4) /G-71/2009/BIFR/SD dated) 4th September 2015 advised the Company that witheffect from 20 August 2014 Mr. Shashikant Oak had ceased to be the Special Director.Further pursuant to the Appointment Order (F.No.16(4)/02/2011/BIFR/SD.Apptt.) dated 20thOctober 2015 passed by the BIFR Mr. Mukesh Mohan Gupta has been appointed as the SpecialDirector of the Company.

As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr. Vinayak Deshpande retires by rotation and being eligible offers himself forre-appointment. There has been no change in the composition of the Board of Directorsexcept as mentioned above.

During the year under review Ms. Anuja Bhate had resigned as the Company Secretary ofthe Company. Pursuant to the provisions of Section 203 of the Companies Act 2013 readwith Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and upon the recommendation of Nomination and Remuneration Committee Ms. RajeshreeGaikwad was appointed as the Company Secretary of the Company with Effect from 21stOctober 2015. No other Key Managerial Personnel has been appointed or has tenderedresignation during the Financial Year 2014-15.

The Company has filed a Miscellaneous Application (No. 536/ 2013 dated 16thOctober 2013) [‘MA’] with the Board for Industrial and Financial Reconstruction(BIFR) seeking amongst others the exemption from the mandatory requirement pursuant toSection 269 of the Companies Act 1956 or any such provision under the Companies Act 2013regarding the appointment of Managing Director/ Whole Time Director / Manager until theperiod of rehabilitation of the Scheme. The said MA is pending consideration by the BIFR.In view thereof the Company has not appointed Managing Director/ Whole Time Director /Manager.

9. Declaration given by Independent Directors

As per the requirement of Section 149 (7) of the Companies Act 2013 Mr. Nalin ShahMr. Michael Bastian and Ms. Leja Hattiangadi Independent Directors have given theirrespective declarations that they meet the criteria of independence as specified underSection 149 (6) of the Act.

10. Particulars of Loans guarantees or investments

The Company has neither given any loans or guarantee nor provided any security inconnection with the loan to any body corporate or person nor has it acquired bysubscription purchase or otherwise the securities of any body corporate as providedunder Section 186 of the Companies Act 2013.

11. Remuneration Policy

Based on the recommendations of the Nomination and Remuneration Committee the Board ofDirectors has approved and adopted a Remuneration Policy for Directors Key ManagerialPersonnel and other employees of the Company as required under Section 178 (3) of theCompanies Act 2013. The Company has adopted Governance Guidelines which inter-alia coversthe composition and role of the Board Board Appointment Induction & DevelopmentDirector Remuneration Code of Conduct Board Effectiveness Review and mandates of theBoard Committees. The Remuneration Policy is annexed to this Report and forms part of thisReport.

12. Particulars of contracts or arrangements with related parties

All contracts/ arrangements/ transactions entered by the Company during the financialyear under review with related parties were in the ordinary course of business and onarm’s length basis. Particulars of contracts or arrangements with related parties inform No. AOC- 2 as required pursuant to the provisions of Section 134(3)(h) and Rule 8 ofthe Companies (Accounts) Rules 2014 is annexed to this Report and forms part of thisReport.

13. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgoings

Particulars prescribed under Section 134(3)(m) of the Companies Act 2013 are given inan Annexure to this Report and forms part of this Report.

14. Risk Management Policy

The Company has adopted a Risk Management and Mitigations Policy. A formal Riskreporting system has been devised by the Company. Risk Management Committee has also beenconstituted comprising of Director and senior officials of the Company.

The key risk management and mitigation practices include those relating toidentification of key risks to the business objectives impact assessment risk evaluationand reporting. Board of Directors Audit Committee and Risk Management Committee at itsperiodic meetings review the matters related to risk management and mitigation.

15. Annual Evaluation

The performance of Board of Directors and the committees constituted by the Board andthe individual directors has been evaluated during the Financial Year ended 31stMarch 2016.

16. Particulars of Subsidiary companies or Joint ventures or associate company

The Company does not have any joint venture with any person or an associate company asdefined under Section 2 (5) of the Companies Act 2013 (‘the Act’) or subsidiarycompany as defined under Section 2 (87) of the Act.

17. Particulars of Deposits

During the year under review the Company has neither accepted any deposits coveredunder Chapter V of the Companies Act 2013 nor has it accepted deposits which are not incompliance with the requirements of Chapter V.

18. Particulars of Material Orders

During the year under review neither any Regulator nor any Court or Tribunals haspassed any significant and material Order impacting the going concern status and theCompany’s operations in future.

19. Audit Committee

The Audit Committee comprises of Mr. Nalin Shah Mr. Michael Bastian the IndependentDirectors and Mr. Pralhad Pawar.

Mr. Nalin Shah and Mr. Michael Bastian are Chartered Accountants by profession and Mr.Pralhad Pawar is the Nominee Director of the Tata Projects Limited. The composition of theCommittee is as per the provisions of Section 177 of the Companies Act 2013. The AuditCommittee continues to provide valuable advice and guidance in the areas of costingfinance and internal controls. During the year under review the Committee met 5 (five)times on 4th May 2015 24th July 2015 10th August 201521st October 2015 and 19th January 2016.

20. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Michael Bastian Mr. NalinShah the Independent Directors and Mr. Vinayak Deshpande Mr. Nalin Shah and Mr. MichaelBastian are Chartered Accountants by profession and Mr. Vinayak Deshpande is the NomineeDirector of the Tata Projects Limited and also Chairman of Artson Engineering Limited. Thecomposition of the Committee is as per the provisions of Section 178 of the Companies Act2013. Mr. Michael Bastian Chairman of the Nomination and remuneration Committee waspresent at the Annual General Meeting held on 10th August 2015.

During the year under review 4 (four) Meetings of the Nomination and RemunerationCommittee were held on 4th May 2015 10th August 2015 19thJanuary 2016 and 18th March 2016.

21. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Michael Bastian Ms. LejaHattiangadi the Independent Directors and Mr. Pralhad Pawar The composition of theCommittee is as per the provisions of Section 178 of the Companies Act 2013.

During the year under review 4 (four) Meetings of the Stakeholder RelationshipCommittee were held on 4th May 2015 24th July 2015 21stOctober 2015 and 19th January 2016.

22. Auditors

M/s. Chokshi & Chokshi Chartered Accountants the Statutory Auditors of theCompany are due to retire at the ensuing Annual General Meeting. The Company has receiveda written consent and a certificate from the Statutory Auditors under Section 139 of theCompanies Act 2013 stating that the appointment if made will be in accordance with Rule4 (1) of the Companies (Audit and Auditors) Rules 2014.

23. Cost Auditors

The provisions related to Cost Audit were not applicable to the Company during the yearunder review.

24. Particulars of Employees

During the year under review there were no employees in the Company who drewremuneration more than the amounts prescribed under Section 197(12) of the Companies Act2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

25. Secretarial Audit Report

During the year under review the Company had appointed M/s. P. P. Shah PracticingCompany Secretaries Mumbai as the Secretarial Auditor for the Financial Year 2015-16. Thereport in form MR- 3 on the Audit carried out by the said Auditor is annexed to thisReport.

26. Purchase of shares of the Company

The Company does not give any loan guarantee or security or any financial assistanceto the employees of the Company for the purpose of a purchase or subscription for anyshares of the Company or its Holding company pursuant to Section 67 (2) of the CompaniesAct 2013.

27. Corporate Social Responsibility Committee

The provisions of Section 135 of the Companies Act 2013 are not presently applicableto the Company.

28. Vigil Mechanism

The Company has adopted a Whistle Blower Policy to report to the Management instancesof unethical behaviours actual or suspected fraud or violation of the Company’scode of conduct or ethics policy. Under this policy the employees can approach theCompany’s Ethics Counsellor/ Chairman of the Audit Committee.

29. Issue of shares with differential voting rights

The Company has not issued any shares with differential voting rights pursuant to theprovisions of Rule 4 of the Companies (Share Capital and Debenture) Rules 2014.

30. Issue of sweat equity shares

During the year under review the Company has not issued any sweat equity shares to anyof its employees pursuant to the provisions of Rule 8 of the Companies (Share Capital andDebenture) Rules 2014.

31. Employee Stock Option

The Company does not have any Employee Stock Option Scheme for its employees.

32. Report on Corporate Governance and Management Discussion and Analysis Report

SEBI has vide its Circular (Ref No. CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember 2014) amongst others made the compliance with the provisions of amended Clause49 of the Listing Agreement non-mandatory for time being to those companies havingpaid-up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25Crore as on the last day of the previous financial year. Considering that theCompany’s paid-up equity capital was Rs. 3.69 Crore and the Net Worth was negative ason 31st March 2014 compliance with the provisions of revised Clause 49 of theListing Agreement was not mandatory to the Company.

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Compliance with thecorporate governance provisions as specified in regulations 17 to 27 and 46 (2) and paraC D and E of Schedule V are not applicable to the Company since its paid up share capitaldoes not exceed Rupees 10 Crore and the Net Worth does not exceed Rupees 25 Crore as onthe last day of previous financial year i.e. 31st March 2015.

Accordingly for the year under review the reports stating compliance with the Code ofCorporate Governance and the Management Discussion and Analysis have not been annexed tothis Report.

33. Acknowledgements

The Directors wish to place on record their sincere appreciation for the unrelentingsupport received during the year from the Shareholders Tata Projects Limited customers– both in India and abroad suppliers and vendors Banks the Board for Industrialand Financial Reconstruction (BIFR) the Appellate Authority for Industrial and FinancialReconstruction (AAIFR) and other Government and Regulatory authorities Financing andlending institutions. The Board wishes to record its deep appreciation to all theemployees and workers of the Company for their dedication and commitment.

For and on behalf of the Board of Directors
VINAYAK DESHPANDE
Mumbai 22 April 2016 Chairman

ANNEXURE TO THE DIRECTORS’ REPORT

Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgoings

Information as per Section 134(3)(m) read with Companies (Accounts) Rules 2014 andforming part of the Directors’ Report for the Financial Year ended 31stMarch 2016:

A. Conservation of Energy

The Company is conscious of the need for energy conservation and striving to explorethe possibilities of reducing energy consumption in all the areas of operations includingthe office premises as well as its manufacturing facilities at Nashik and Nagpur.Environment and energy conservation days were observed to create awareness among employeesand business associates on conservation of energy.

B. Technology Absorption

Not applicable

C. Foreign Exchange Earnings and Outgoings

(Rs. Crore)
Financial Year ended 31st March 2016 Financial Year ended 31st March 2015
Earnings 35.42 2.10
Outgo 32.73 4.07

 

For and on behalf of the Board of Directors
VINAYAK DESHPANDE
Mumbai 22 April 2016 Chairman

ANNEXURE TO DIRECTORS’ REPORT – REFER POINT NO. 11

Remuneration Policy

Remuneration policy for Directors Key Managerial Personnel and other employees

The philosophy for remuneration of directors Key Managerial Personnel("KMP") and all other employees of Artson Engineering Limited("company") is based on the commitment of fostering a culture of leadership withtrust. The remuneration policy is aligned to this philosophy.

This remuneration policy has been prepared pursuant to the provisions of Section 178(3)of the Companies Act 2013 ("Act") and Clause 49(IV)(B)(1) of the Equity ListingAgreement ("Listing Agreement"). In case of any inconsistency between theprovisions of law and this remuneration policy the provisions of the law shall prevailand the company shall abide by the applicable law. While formulating this policy theNomination and Remuneration Committee ("NRC") has considered the factors laiddown under Section 178(4) of the Act which are as under: a. "the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivatedirectors of the quality required to run the company successfully; b. relationship ofremuneration to performance is clear and meets appropriate performance benchmarks; and c.remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals"

Key principles governing this remuneration policy are as follows:

Remuneration for independent directors and non-independent non-executive directors

Independent directors ("ID") and non-independent non-executivedirectors ("NED") may be paid sitting fees (for attending the meetings of theBoard and of committees of which they may be members) and commission within regulatorylimits.

Within the parameters prescribed by law the payment of sitting fees and commissionwill be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) should be reasonable and sufficientto attract retain and motivate directors aligned to the requirements of the company(taking into consideration the challenges faced by the company and its future growthimperatives).

Overall remuneration should be reflective of size of the company complexity of thesector/ industry/ company’s operations and the company’s capacity to pay theremuneration.

Overall remuneration practices should be consistent with recognized best practices.

Quantum of sitting fees may be subject to review on a periodic basis as required.

The aggregate commission payable to all the NEDs and IDs will be recommended by the NRCto the Board based on company performance profits return to investors shareholder valuecreation and any other significant qualitative parameters as may be decided by the Board.

The NRC will recommend to the Board the quantum of commission for each directorbased upon the outcome of the evaluation process which is driven by various factorsincluding attendance and time spent in the Board and committee meetings individualcontributions at the meetings and contributions made by directors other than in meetings.

In addition to the sitting fees and commission the company may pay to any directorsuch fair and reasonable expenditure as may have been incurred by the director whileperforming his/ her role as a director of the company. This could include reasonableexpenditure incurred by the director for attending Board/ Board committee meetingsgeneral meetings court convened meetings meetings with shareholders/ creditors/management site visits induction and training (organized by the company for directors)and in obtaining professional advice from independent advisors in the furtherance of his /her duties as a director.

Remuneration for managing director ("MD") / executive directors("ED")/ KMP/ rest of the employees

The extent of overall remuneration should be sufficient to attract and retain talentedand qualified individuals suitable for every role. Hence remuneration should be:

Market competitive (market for every role is defined as companies from whichthe company attracts talent or companies to which the company loses talent)

Driven by the role played by the individual

Reflective of size of the company complexity of the sector / industry / company’soperations and the company’s capacity to pay

Consistent with recognized best practices and

Aligned to any regulatory requirements.

In terms of remuneration mix or composition

The remuneration mix for the MD/ EDs is as per the contract approved by theshareholders.

In case of any change the same would require the approval of the shareholders.

Basic / fixed salary is provided to all employees to ensure that there is a steadyincome in line with their skills and experience.

In addition to the basic / fixed salary the company provides employees with certainperquisites allowances and benefits to enable a certain level of lifestyle and to offerscope for savings and tax optimization where possible. The company also provides allemployees with a social security net (subject to limits) by covering medical expenses andhospitalization through re-imbursements or insurance cover and accidental death anddismemberment through personal accident insurance.

The company provides retirement benefits as applicable.

[In addition to the basic/ fixed salary benefits perquisites and allowances asprovided above the company provides MD/ EDs such remuneration by way of commissioncalculated with reference to the net profits of the company in a particular financialyear as may be determined by the Board subject to the overall ceilings stipulated inSection 197 of the Act. The specific amount payable to the MD/ EDs would be based onperformance as evaluated by the Board or the NRC and approved by the Board.]

[In addition to the basic / fixed salary benefits perquisites and allowances asprovided above the company provides MD/ EDs such remuneration by way of an annualincentive remuneration / performance linked bonus subject to the achievement of certainperformance criteria and such other parameters as may be considered appropriate from timeto time by the Board. An indicative list of factors that may be considered fordetermination of the extent of this component are:

Company performance on certain defined qualitative and quantitative parameters as maybe decided by the Board from time to time Industry benchmarks of remunerationPerformance of the individual.

The company provides the rest of the employees a performance linked bonus. Theperformance linked bonus would be driven by the outcome of the performance appraisalprocess and the performance of the company.

Remuneration payable to Director for services rendered in other capacity

The remuneration payable to the Directors shall be inclusive of any remunerationpayable for services rendered by such director in any other capacity unless:

a) The services rendered are of a professional nature; and

b) The NRC is of the opinion that the director possesses requisite qualification forthe practice of the profession.

Policy implementation

The NRC is responsible for recommending the remuneration policy to the Board. The Boardis responsible for approving and overseeing implementation of the remuneration policy.

ANNEXURE TO DIRECTORS' REPORT - REFER POINT NO. 12 AOC -2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act 2013and Rule 8 (2) of the Companies (Accounts) Rules 2014

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis

Sr. No. Name(s) of the related party and nature of relationship Nature of Contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts/ arrangements/ transactions including the valueif any Dates of approval by the Board Amount paid as aadvances if any
NIL

2. Details of contracts or arrangements or transactions at arm’s lengthbasis

Sr. No. Name(s) of the related party and nature of relationship Nature of Contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts/ arrangements/ transactions including the value if any (`) Dates of approval by the Board Amount paid as advances if any (`)
1 Tata Projects Limited Steel Structure fabricated from rolled & built-up sections and plates From 23rd April 2015 to 22nd February 2016 151250000 N.A. 15125000
2 Steel Structure fabricated from rolled & built-up sections and plates From 17th June 2015 to 16th February 2016 399000000 N.A. 39900000
3 Tata Projects Limited Fabrication and Supply of steel Building Structures from rolled and built up sections and plates From 26th November 2015 to 25th May 2016 148750000 N.A. 14875000
4 Tata Projects Limited Fabrication and Supply of building structure made of rolled & built up sections From 28th October 2015 to 27th April 2016 132699420 N.A. 13269942
5 Tata Projects Limited Suply of Fabricated Structures from rolled & built up section From 1st April 2015 to 31st December 2015 153555388 N.A. 15355540
6 Tata Projects Limited Fabrication and supply of technological Structures IS2062 From 28th November 2015 to 27th of May 2016 107700000 N.A. 10770000
7 Tata Projects Limited Fabrication and supply of technological Structures IS2062 From 19th January 2016 47255280 N.A. NIL
8 Tata Projects Limited Hydro washing Surface preparation by Blasting supply & application of paint on the Internal Surface of 27 Nos of Tank (AED 3349825.00) From 21st January 2016 to 30th September 2016 61904766 NA AED 334982
9 Tata Projects Limited Erection of Storage Tank as per the Project technical specification (AED 913615.00) From 24th September 2015 to 15th December 2015 16408525 NA AED 91362
10 Tata Projects Limited Fabrication & supply of material for UG Tank 7012800 NA NIL
11 Tata Projects Limited Supply & Fabrication of RO Skid frames From 4th May 2015 to 31st March 2016 231500 NA NIL
12 Tata Projects Limited Supply & application of 2 pack coal tar Epoxy paint for Tank Bottom Plates (AED129996) 2312628 NA NIL
13 Tata Projects Limited Supply and Application Paint Epoxy & Phenolic 300 DFT ( AED 22914) From 24th August to 8th September 2015 411994 NA NIL
14 Tata Projects Limited Rectification work Structural Pipe Rack (AED 24999) From 21st August to 5th September 2015 443732 NA NIL
15 Tata Projects Limited Shares Services/ Reimbursement of Expenses From 1st April 2015 to 31st March 2016 8368734 NA NIL
16 Tata Projects Limited Shares Services Income From 1st April 2015 to 31st March 2016 6681259 NA NIL
17 Tata Projects Limited Bank Guarantee Commission From 21st March 2016 to 31st March 2016 37672 NA NIL
18 Tata Projects Limited RentMaintenance & Allied Service charges for use of 2737.25 Sq m at the Company's Registered Office at 11th Floor Hiranandani Knowledge Park Powai From 1st April 2015 4800000 NA NIL

Note : Amount of advances has been paid by Tata Projects Limited as per the contractualterms

For Artson Engineering Limited

VINAYAK DESHPANDE

Chairman

Mumbai 22nd April 2016

ANNEXURE TO DIRECTORS' REPORT - REFER POINT NO. 22

Information Pursuant to Section 197 of the Companies Act 2013 and Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

1 Ratio of Remuneration of Each director to the median remuneration of employeesfor the financial year ended 31st March 2016

(Rs. Lakh)
Designation Ratio Remuneration (*) Median Remuneration
Mr. Vinayak Deshpande Chairman 0 0.00 2.84
Mr. Nalin M Shah Independent Director 60% 1.70 2.84
Mr. Michael Bastian Independent Director 70% 2.00 2.84
Mr. A.K. Misra Director 11% 0.30 2.84
Mr. Shashikant Oak Special Director 32% 0.90 2.84
Mr. Pralhad Pawar Director 0% 0.00 2.84
Ms. Leja Hattiangadi Independent Director 53% 1.50 2.84
Mr. Mukesh Mohan Gupta Special Director 11% 0.30 2.84

(*) AEL paid only sitting fees to the non -executive directors except those nominatedby Tata Projects Limited & are presently in the employment with Tata Projects Limited

2 % Increase of remuneration of each Director CFO CEO CS in the FinancialYear

Directors
Mr. Vinayak Deshpande Chairman 0%
Mr. Nalin M Shah Director 152%
Mr. Michael Bastian Director 217%
Mr. A.K. Misra Director -17%
Mr. Shashikant Oak (@) Director 43%
Mr. Pralhad Pawar Director 0%
Ms. Leja Hattiangadi (*) Director 1567%
Mr Mukesh Mohan Gupta (@) Director N.A.
CFO & Company Secretary
Mr. Rajesh Mandale (**) CFO 0%
Ms. Anuja Bhate/ Ms Rajeshree Gaikwad CS -16%
(*) Part of the year for the year 2014-15
(**) Holding company - Tata Projects Limited deputed CFO for part of the year FY 2014-15

(@) Special Director for part of the year (FY 2015-16)

3 % Increase in median remuneration of employees in the Financial Year –11%

4 Number of permanent Employees on the roll of the company – 80

5 The explanation on the relationship between average increase in remunerationagainst the performance of the Company

2015-16 2014-15
Total Income (Rs. lakhs) 11371.34 6509.2
EBITDA (Rs. lakhs) 743.54 341.61
EBITDA as % of total Income 7% 5%
PAT (Rs. lakhs) 285.47 (199.50)
PTA as % of total Income 2.5% –3.1%

6 Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company

Average increase in the remuneration of Key Managerial Personnel is in line with marketscenario and as a measure to motivate employees for better future performance

(Rs. Lakh)
Ratio 2015-16 2014-15
7 Variations in the market capitalisation of the company 35% 13937.3 10337.6
8 Price earnings ratio 243% 0.77 (0.54)

9 Percentage increase over decrease in the market quotations of the shares ofthe company in comparison to the rate at which the company came out with the last publicoffer – 35%

(Note : Pursuant to the provisions contained in the rehabilitation scheme sanctioned bythe BIFR at its hearing held on 27th November 2007 ('Sanctioned Scheme') theface value of the Company's equity shares has been reduced from Rs. 10/- per share to Rs.1/- per share fully paid-up)

10 Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification there of and pointout if there are any exceptional circumstances for increase in the managerialremuneration.

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year 26% Percentile increase in the managerialremuneration 42%

Average increase in the remuneration of employees is in the line with market scenarioand as a measure to motivate employees for better future performance

11 Comparison of each remuneration of Key Managerial Personnel against theperformance of the Company

2015-16 2014-15
Total Income (Rs. Lakh) 11371.34 6509.2
EBITDA (Rs. Lakh) 743.54 341.61
EBITDA as % of total Income 7% 5%
PAT (Rs. Lakh) 285.47 (199.50)
PAT as % of total Income 2.5% –3.1%
Increase in the remuneration of the Company Secretory (-16%)
Increase in the remuneration of the CFO (0%)

12 The key parameter for any variable components of the remuneration of theDirector – NIL

13 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year 8.1%
Highest Remuneration paid to Director (Rs. Lakh) 2.00
Highest Remuneration paid to employees other than Director (Rs. Lakh) 24.79

14 It is affirmed that the remuneration paid to Directors Key ManagerialPersons and employees during the year is as per the remuneration policy of the Company

For ARTSON ENGINEERING LIMITED

VINAYAK DESHPANDE

Chairman

Mumbai 22nd April 2016

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