You are here » Home » Companies » Company Overview » Asia Capital Ltd

Asia Capital Ltd.

BSE: 538777 Sector: Financials
NSE: N.A. ISIN Code: INE131Q01011
BSE LIVE 15:14 | 24 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 15.80
PREVIOUS CLOSE 15.05
VOLUME 10
52-Week high
52-Week low
P/E 33.62
Mkt Cap.(Rs cr) 5
Buy Price 15.80
Buy Qty 32.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.80
CLOSE 15.05
VOLUME 10
52-Week high
52-Week low
P/E 33.62
Mkt Cap.(Rs cr) 5
Buy Price 15.80
Buy Qty 32.00
Sell Price 0.00
Sell Qty 0.00

Asia Capital Ltd. (ASIACAPITAL) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the 33rd Annual Report ofyour Company together with the Audited Financial Statements for the financial year ended31st March 2017.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2017is summarized below:-

Particulars

Amount (Rs.)

FY 2016-17 FY 2015-16
Gross Income 424153373 414203278
Profit Before Interest and Depreciation 2018412 2054917
Finance Charges 47000 Nil
Gross Profit 1971412 2054917
Provision for Depreciation 27216 26887
Net Profit Before Tax 1944196 2028030
Provision for Tax 613222 626663
Net Profit After Tax 1330974 1401367
Proposed Dividend Nil Nil
Transfer to Special Reserve (RBI) 266195 280273
Paid-up Share Capital 30920000 30920000
Reserves and Surplus 4211710 2883904

2. Financial Review

During the year under review the total income of the Company was Rs. 4241.53 lakhs asagainst Rs. 4142.03 lakhs in the previous year. The Company was able to earn a profitafter tax of Rs. 13.31 lakhs in the current financial year as against a profit of Rs.14.01 lakhs in the financial year 2015-16. Your Directors are putting in their bestefforts to improve the performance of the Company.

3. Share Capital

During the year there was no change in the Company's issued subscribed and paid-upequity share capital.

4. Reserves & Surplus

The net movement in the major reserves of the Company for financial year 2016-17 andthe previous year are as follows:

(Rs. In lakhs)
Particulars FY 2016-17 FY 2015-16
Securities Premium Account Nil Nil
Special Reserve (RBI) 7.70 5.03
Profit & Loss A/c (Cr.) 34.42 23.80
Total 42.12 28.83

5. Public Deposits

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

6. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year i.e. 31stMarch 2017 and the date of this Board's Report i.e. 10th August 2017.

7. Dividend

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

8. Subsidiaries/Joint Ventures/Associates

During the financial year 2016-17 no entity became or ceased to be the subsidiaryjoint venture or associate of the Company. Accordingly statement containing the salientfeature of the financial statement of a company's subsidiary or subsidiaries associatecompany or companies and joint venture or ventures in Form AOC-1 is not applicable.

Policy for determining material subsidiaries of the Company has been provided on thewebsite www.asiacapital.in.

9. Change in the Nature of Business

There has been no major change in the nature of business of your Company during thefinancial year 2016-17. Further since there is no subsidiary joint venture and associatecompany there is no question for mentioning of change in nature of business of suchcompanies.

10. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors of the Company at the Annual General Meeting of your

Company held on 30th September 2014 to hold office up to 5 (five)consecutive years up to 31st March 2019:

_ Mr. Atul Aggarwal

_ Mr. Saurabh Madan

_ Mrs. Shallu Jain

In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors are non rotational. The details of the familiarization programmesfor Independent Directors are disclosed on the Company's website –www.asiacapital.in.

In terms of Section 203 of the Act the following were designated as Key ManagerialPersonnel of your Company by the Board:

_ Mr. Deepak Kumar Jain Managing Director

_ Mr. Atin Jain Chief Financial Officer

_ Ms. Kaveri Ghosh Company Secretary

There is no change in the Board of Directors and the Key Managerial Personnel duringthe year under review.

Mr. Surendra Kumar Jain Director of the Company is liable to retire by rotation in theensuing Annual General Meeting as per Section 152 (6) of the Companies Act 2013 and beingeligible offer himself for re-appointment. The Directors have recommended hisreappointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Managementpersonnel of the Company and the Independent Directors as per Schedule-IV of the CompaniesAct 2013 which are also posted on the Company's website www.asiacapital.in. All BoardMembers and Senior Management personnel have affirmed compliance with the Code of Conduct.The Managing Director has also confirmed and certified the same. The certification as perRegulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is enclosed at the end of the Report on Corporate Governance.

11. Declaration of Independence by the Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under section149(6)of the Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Independent Directors have also confirmedthat they have complied with the code for Independent Directors.

12. Number of Meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors Four (4) 18-05-2016 28-07-2016
08-11-2016 08-02-2017

13. Annual Evaluation of Board Performance and Performance of its Committees and

Individual Directors

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance performance of the Directors individually as well as theevaluation of the working of its Committees. A feedback was sought from the Directorsabout their views on the performance of the Board covering various criteria. A feedbackwas also taken from the Directors on their assessment of the performance of the otherDirectors. The Nomination and Remuneration Committee (NRC) then discussed the abovefeedback received from all the Directors. Based on the inputs received the Chairperson ofthe NRC also made a presentation to the Independent Directors at their meetingsummarizing the inputs received from the Directors regarding Board's performance as awhole and of the Chairman. Post the meeting of the Independent Directors theircollective feedback on the performance of the Board (as a whole) was discussed by theChairperson of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. The areason which the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. Thefeedback was provided to the Directors as appropriate. The significant highlightslearning and action points arising out of the evaluation were presented to the Board.

14. Nomination and Remuneration Policy for the Directors Key Managerial Personnel andother Employees

In accordance with Section 178 of the Companies Act 2013 read with the rules mentionedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board of Directors of the Company has formulated the Nomination and RemunerationPolicy of your Company on the recommendations of the Nomination and RemunerationCommittee. The Policy includes criteria for determining positive attributesqualifications independence of a director Board diversity remuneration and othermatters provided u/s 178(3).

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors Key Managerial Personnel etc and other matters is set-out inAnnexure-I to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

_ Audit Committee

_ Nomination and Remuneration Committee

_ Stakeholders Relationship Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mrs. Shallu Jain–Chairperson (Independent Director)

2. Mr. Atul Aggarwal–Member (Independent Director)

3. Mr. Deepak Kumar Jain–Member (Executive Director)

Stakeholders Relationship Committee:

1. Mrs. Shallu Jain–Chairperson (Independent Director)

2. Mr. Atul Aggarwal–Member (Independent Director)

3. Mr. Deepak Kumar Jain–Member (Executive Director)

Nomination and Remuneration Committee:

1. Mrs. Shallu Jain– Chairperson (Independent Director)

2. Mr. Atul Aggarwal–Member (Independent Director)

3. Mr. Surendra Kumar Jain–Member (Executive Director)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

17. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure-II to thisReport.

18. Particulars of Employees and Remuneration

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of Directors/employees of your Company is set out in Annexure-III to thisReport.

19. Related Party Transactions

In line with the requirements of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aPolicy on Related Party Transactions and the same is uploaded on the Company's website:www.asiacapital.in. Details of Related Party Transactions as per AOC-2 are provided inAnnexure-IV to this Report.

20. Particulars of Loans Guarantees and Investments

Disclosure of details of loans guarantees and investments under Section 186 of theCompanies Act 2013 read with Rule 13 of the Companies (Meetings of Board and its Powers)Rules 2014 are not applicable on your Company as it is a Non Banking Finance Company(NBFC) registered with the Reserve Bank of India.

21. Extract of Annual Return

Pursuant to the provisions of the Section 92 of the Companies Act 2013 and Rule 12(1)of the Companies (Management and Administration) Rules 2014 the extract of Annual Returnin Form MGT-9 is provided in Annexure-V to this Report.

22. Auditors and Auditor's Report

At the last Annual General Meeting of the Company M/s Prakash & Santosh CharteredAccountants New Delhi were appointed as the Statutory Auditors to hold office for aperiod of 5 years i.e. from the conclusion of the 32nd Annual General Meetingtill the conclusion of the 35th Annual General Meeting (subject to ratificationby the members of their appointment at every AGM). The Audit Committee and the Board ofDirectors recommend the ratification of appointment of M/s Prakash & SantoshChartered Accountants as the Statutory Auditors of your Company.

M/s Prakash & Santosh Chartered Accountants New Delhi have confirmed that theirreappointment if made would be within the prescribed limits u/s 139 and 141 of theCompanies Act 2013 and that they are not disqualified for re-appointment.

The Auditor's Report for the financial year 2016-17 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

23. Secretarial Audit Report

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 appointedM/s Shilpi S. Jain & Co. Company Secretaries as Secretarial Auditor of the Companyfor the financial year 2016-17. The Secretarial Audit Report provided by the SecretarialAuditors is annexed as Annexure-VI to this Report.

The Secretarial Auditor's Report for the financial year 2016-17 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations.

In terms of section 138 of the Companies Act 2013 M/s Shiv Saroj & AssociatesChartered Accountants has been appointed as the Internal Auditors of your Company. TheInternal Auditor monitors the compliance with the objective of providing to the Board ofDirectors an independent and reasonable assurance on the adequacy and effectiveness of theorganization's governance processes.

25. Risk Management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

26. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.

27. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.

Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a vigil mechanism wasestablished for directors and employees to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. The copy of vigil mechanism policy is uploaded on the website of yourcompany- www.asiacapital.in.

28. Management Discussion and Analysis Report and Corporate Governance

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure-VIIto this Report.

Further a Report on Corporate Governance and Certificate on compliance of conditions ofcorporate governance as per the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as Annexure-VIII to this Report.

29. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders. The Board has also approved the Code for FairDisclosure in line with SEBI (Prohibition of Insider Trading) Regulation 2015 and thesame can be accessed on company's website–www.asiacapital.in.

30. Corporate Social Responsibility

Provisions of the Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable on the Company.

31. Significant/Material orders Passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

32. Disclosures required under the Non-Systemically Important Non-Banking

Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2015

There was no auction conducted by the Company during the financial year 2016-17 inrespect of defaulter in any loan accounts.

33. General

Your Board of Directors confirms that

(a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise;

(b) Your Company does not have any ESOP scheme for its employees/Directors; and

(c) There is no scheme in your Company to finance any employee to purchase shares ofyour Company.

34. Directors' Responsibility Statement

Pursuant to the provisions of the Section 134(3)(c) and 134(5) of the Companies Act2013 the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards and Schedule-III of the Companies Act2013 have been followed and there are no material departures from the same;

b. the Directors have 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 your Company as at 31st March 2017 and ofthe profit and loss of the Company for the financial year ended 31st March2017;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern' basis;

e. proper internal financial controls laid down by the Directors were followed by the

Company and that such internal financial controls are adequate and were operatingeffectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited under script code 538777. Thelisting fee for the financial year 2016-17 has been paid to BSE Limited.

36. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe cooperation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

By the order of the Board
For Asia Capital Limited
sd/- sd/-
Deepak Kumar Jain Surendra Kumar Jain
Date: 10th August 2017 Managing Director Director
Place: Delhi DIN: 00098116 DIN: 00097859
R/o 100 Vaishali Pitampura R/o 100 Vaishali Pitampura
Delhi-110 034 Delhi-110 034

ANNEXURE-I TO THE BOARD'S REPORT

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is formulated in compliance with Section 178 ofthe Companies Act 2013 read along with the applicable rules thereto and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to time.This policy on nomination and remuneration of Directors Key Managerial Personnel andSenior Management has been formulated by the Nomination and Remuneration Committee (NRC orthe Committee) and has been approved by the Board of Directors.

Definitions:

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

"Key Managerial Personnel" means: i. Managing Director or Chief ExecutiveOfficer or Manager and in their absence a

Whole-time Director; ii. Chief Financial Officer; iii. Company Secretary; and iv. Suchother officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who aremembers of its core management team excluding Board of Directors comprising all members ofmanagement one level below the Executive Directors including the functional heads.

Objective:

The objective of the policy is to ensure that

_ the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

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

_ 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.

Role of the Committee:

The role of the NRC are inter alia includes the following:

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

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

_ To identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy.

_ To carry out evaluation of Director's performance.

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

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

_ To devise a policy on Board diversity composition size.

_ Succession planning for replacing Key Executives and overseeing.

_ To carry out any other function as is mandated by the Board from time to time and/orenforced by any statutory notification amendment or modification as may be applicable.

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

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT _

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

TERM/TENURE

a) Managing Director/Whole-time Director:

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

b) Independent Director:

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

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

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

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

EVALUATION

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

REMOVAL

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

RETIREMENT

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

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL _

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

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

2) Remuneration to Non-Executive/Independent Directors: a) TheNon-Executive/Independent Directors may receive sitting fees and such other remunerationas permissible under the provisions of Companies Act 2013. The amount of sitting feesshall be such as may be recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors. b) All the remuneration of theNon-Executive/Independent Directors (excluding remuneration for attending meetings asprescribed under Section 197 (5) of the Companies Act 2013) shall be subject toceiling/limits as provided under Companies Act 2013 and rules made there under or anyother enactment for the time being in force. The amount of such remuneration shall be suchas may be recommended by the Nomination and Remuneration Committee and approved by theBoard of Directors or shareholders as the case may be. c) An Independent Director shallnot be eligible to get Stock Options and also shall not be eligible to participate in anyshare based payment schemes of the Company. d) Any remuneration paid to Non-Executive/Independent Directors for services rendered which are of professional in natureshall not be considered as part of the remuneration for the purposes of clause (b) aboveif the following conditions are satisfied: i) The Services are rendered by such Directorin his capacity as the professional; and ii) In the opinion of the Committee the directorpossesses the requisite qualification for the practice of that profession. e) TheCompensation Committee of the Company constituted for the purpose of administering theEmployee Stock Option/Purchase Schemes shall determine the stock options and other sharebased payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy. b) The Fixed pay shall include monthlyremuneration employer's contribution to Provident Fund contribution to pension fundpension schemes etc. as decided from to time. c) The Incentive pay shall be decided basedon the balance between performance of the Company and performance of the Key ManagerialPersonnel and Senior Management to be decided annually or at such intervals as may beconsidered appropriate.

IMPLEMENTATION

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

_ Company shall disclose the remuneration policy and evaluation criteria in its AnnualReport.

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

ANNEXURE-II TO THE BOARD'S REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 134(3) (m) of the Companies Act 2013 read with Rule 8 the Companies (Accounts)Rules 2014

A. Conservation of energy
(i) The steps taken or impact on conservation of energy General measures for conservation of energy are pursued on an
(ii) The steps taken by the company for utilizing alternate sources of energy ongoing basis
(iii) The capital investment on energy conservation equipments N.A.
B. Technology absorption
(i) The efforts made towards technology absorption No new Technology has been adopted during the year under review
(ii) The benefits derived like product improvement cost reduction product development or import substitution N.A.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) The details of technology imported N.A.
(b) The year of import N.A.
(c) Whether the technology been fully absorbed N.A.
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
(iv) Expenditure on Research & Development N.A.
C. Foreign exchange earnings and Outgo
(a) Total Foreign Exchange Earnings in 2016- 17 (Equivalent Rs.) Nil
(b) Total Foreign Exchange outgo in 2016-17 (Equivalent Rs.) Nil

ANNEXURE-III TO THE BOARD'S REPORT

INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of Your Company for the financial year 2016-17 is as follows:

Name of the Director Total Remuneration Ratio of remuneration of director to the Median remuneration
(Rs.)
Mr. Surendra Kumar Jain Nil N.A.
Mr. Deepak Kumar Jain Nil N.A.
Mr. Manoj Kumar Jain Nil N.A.
Mrs. Shallu Jain Nil N.A.
Mr. Atul Aggarwal Nil N.A.
Mr. Saurabh Madan Nil N.A.

B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2016-17 is as follows:

Name Designation Remuneration (Rs.) Increase
2016-17 2015-16 %
Mr. Surendra Kumar Jain Chairman Nil Nil N.A.
Mr. Deepak Kumar Jain Managing Director Nil Nil N.A.
Mr. Manoj Kumar Jain Director Nil Nil N.A.
Mrs. Shallu Jain Director Nil Nil N.A.
Mr. Atul Aggarwal Director Nil Nil N.A.
Mr. Saurabh Madan Director Nil Nil N.A.
Mr. Atin Jain Chief Financial Officer 600000 225000 N.A.
Ms. Kaveri Ghosh Company Secretary 270000 45000 N.A.

*Mr. Atin Jain was appointed w.e.f. 16-11-2015 and Ms. Kaveri Ghosh was appointedw.e.f. 01-02-2016.

C. Percentage increase in the median remuneration of all employees in the financialyear 2016-17:

2016-17 2015-16 Increase (%)
Median remuneration of all employees per annum 1170000/- 1025550/- Nil **

** The CFO & CS were not paid full year salary during the financial year 2015-2016as the position was vacant for some time during this period.

D. Number of permanent employees on the rolls of the Company as on 31stMarch 2017:

SN Category Number of Employee
1. Executive Manager Cadre 3(MD CS & CFO)
2. Staff 1
3. Other lower level employees 1
Total 5

E. Explanation on the relationship between average increase in remuneration and CompanyPerformance:

There is no increase in average remuneration of all employees in the financial year2016-17 as compared to the financial year 2015-16. The difference is due to the CFO &CS were not paid full year salary during the financial year 2015-2016 as the position wasvacant for some time during this period.

The key indices of Company's performance are:

(Rs. In lakhs)
2016-17 2015-16 Growth/ (Decline) (%)
Total Revenue 4241.53 4142.03 2.40%
Profit Before Tax 19.44 20.28 (4.14)%
Profit after Tax 13.31 14.01 (5.00)%

Your Company is committed in ensuring fair pay and a healthy work environment for allits employees. Your Company offers competitive compensation to its employees.

F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of Your Company:

There is no change in the remuneration of the Key Managerial Personnel during the year.Whereas the Profit before Tax decline by 4.14% in 2016-17 compared to 2015-16.

G. Details of Share price and market capitalization:

The details of variation in the market capitalization and price earnings ratio as atthe closing date of the current and previous financial years are as follows:

As on 31st March 2017 As on 31st March 2016 Increase/ (decrease) in %
Price Earnings Ratio 35.00 27.78 25.99%
Market Capitalization 4.653 3.865 20.38%
(Amount in Crores)
Net worth (Amount in Crores) 3.51 3.38 3.85%

The script of the Company was traded at Rs. 15.05 per share as on 31st March2017 at BSE Limited.

Comparison of share price at the time of first public offer and market price of theshare of 31st March 2017:

Share price at the time of first public offer - Rs. 10/- per share. Market price of theShare as on 31st March 2017 - Rs. 15.05 per share.

H. Comparison of average percentage increase in salary of employees other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:

(Amount in Rs.)
2016-17 2015-16 Increase (%)
Average salary of all Employees (other than Key Managerial Personnel) 150000 150000 0%
Salary of MD & CEO Nil Nil 0%
Salary of CFO & CS 870000 725550 0%

There is no change in remuneration paid to the employees and key managerial personnel.

I. Key parameters for the variable component of remuneration paid to the Directors:

There is no variable component of remuneration payable to any director of your Company.

J. There are no employees of the Company who receive remuneration in excess of thehighest paid Director of the Company: N.A. (none of the directors is taking any salary)

K. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.

L. Statement containing the particulars of top 10 employees and every other employee inaccordance with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

List of employees of the Company employed throughout the financial year 2016-17 andwere paid remuneration not less than Rs. 1.20 crores per annum: Nil

Employees employed for the part of the year and were paid remuneration during thefinancial year 2016-17 at a rate which in aggregate was not less than Rs. 80.50 lakhs permonth: Nil

ANNEXURE-IV TO THE BOARD'S REPORT

FORM NO. AOC -2

[Pursuant to section 134 (3) (h) of the Companies Act and Rule 8(2) of the Companies(Accounts) Rules 2014]

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in section 188(1) of the Companies Act 2013including certain arms length transaction under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Sl. No. Particulars Details
1. Name (s) of the related party & nature of relationship
2. Nature of contracts/arrangements/transaction
3. Duration of the contracts/arrangements/transaction
4. Salient terms of the contracts or arrangements or transaction including the value if any
5. Justification for entering into such contracts or arrangements or transactions' N.A.
6. Date of approval by the Board
7. Amount paid as advances if any
8. Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis