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Asia Capital Ltd.

BSE: 538777 Sector: Financials
NSE: N.A. ISIN Code: INE131Q01011
BSE LIVE 15:14 | 28 Feb 15.17 0.72
(4.98%)
OPEN

15.17

HIGH

15.17

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15.17

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 15.17
PREVIOUS CLOSE 14.45
VOLUME 4
52-Week high 15.17
52-Week low 12.50
P/E 44.62
Mkt Cap.(Rs cr) 4.69
Buy Price 15.17
Buy Qty 138.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.17
CLOSE 14.45
VOLUME 4
52-Week high 15.17
52-Week low 12.50
P/E 44.62
Mkt Cap.(Rs cr) 4.69
Buy Price 15.17
Buy Qty 138.00
Sell Price 0.00
Sell Qty 0.00

Asia Capital Ltd. (ASIACAPITAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 32nd Annual Report of yourCompany together with the Audited financial Statements for the financial year ended 31stMarch 2016.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2016is summarized below:

Particulars Amount (Rs.)
FY 2015-16 FY 2014-15
Gross Income 414203278 433144452
Profit Before Interest and Depreciation 2054917 873616
Finance Charges Nil Nil
Gross Profit 2054917 873616
Provision for Depreciation 26887 22203
Net Profit Before Tax 2028030 851413
Provision for Tax 626663 265272
Net Profit After Tax 1401367 586141
Proposed Dividend Nil Nil
Transfer to Special Reserve (RBI) 280273 117228
Paid-up Share Capital 30920000 30920000
Reserves and Surplus 2883904 1489125

2. Year in Retrospect

During the year under review total income of the Company was Rs. 4142.03 lacs asagainst Rs. 4331.44 lacs in the previous year. The Company was able to earn a profitafter tax of Rs. 14.01 lacs in the current financial year as against a profit of Rs. 5.86lacs in the financial year 2014-15. Your Directors are putting in their best efforts toimprove the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2015-16 and the previousyear are as follows:

(Rs. In lacs)
Particulars FY 2015-16 FY 2014-15
Securities Premium Account Nil Nil
Special Reserve (RBI) 5.03 2.23
Profit & Loss A/c (Cr.) 23.80 12.66
Total 28.83 14.89

4. Public Deposits

During the financial year 2015-16 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.

5. Material Changes after the close of the Financial Year

Same as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred during the period fromclosure of the financial year of the Company as on 31st March 2016 till thedate of this report.

6. 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.

7. Subsidiaries/Joint Ventures/Associates

As on 31st March 2016 the Company had no Subsidiaries Joint Ventures (JVs)or Associate Companies. Accordingly statement containing the salient feature of thefinancial statement of a company’s subsidiary or subsidiaries associate company orcompanies and joint venture or ventures in Form AOC-1 is not applicable.

The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year: Nil

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

8. Change in the Nature of Business

There has been no major change in the nature of business of your Company. Further sincethere is no subsidiary joint venture and associate company there is no question formentioning of change in nature of business of such companies.

9. 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 yourCompany held on 30th September 2014 to hold office up to 5 (five) consecutiveyears 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

Details of change in the Board of Directors and the Key Managerial Personnel duringthe year under review are as below:

Name Designation Date of Appointment Date of Resignation Date of change in designation
Mr. Ankit Jain Chief Financial Officer 12-05-2014 19-10-2015 N.A.
Mr. Atin Jain Chief Financial Officer 16-11-2015 N.A. N.A.
Ms. Preeti Chauhan Company Secretary 15-05-2014 14-09-2015 N.A.
Ms. Babita Company Secretary 14-09-2015 30-11-2015 N.A.
Ms. Kaveri Ghosh Company Secretary 01-02-2016 N.A. N.A.

Mr. Manoj 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. AllBoard Members and Senior Management personnel have affirmed compliance with the Code ofConduct. The Managing Director has also confirmed and certified the same. Thecertification as per Regulation 17 (8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is enclosed at the end of the Report on CorporateGovernance.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under section 149(6) of theCompanies Act 2013 and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

11. Disclosure of commission paid to Managing or Whole Time Directors

There is no commission paid or payable by your company to the Managing Director or theWhole Time Director.

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 Seven (7) 20-05-2015 03-07-2015
20-07-2015 12-09-2015
13-11-2015 14-12-2015

& 01-02-2016

13. Annual Evaluation of Board Performance and Performance of its Committees andIndividual 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 Chairman 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 theChairman 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. Remuneration Policy for the Directors Key Managerial Personnel and other 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 Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-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– Chairman (Independent Director)

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

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

Stakeholders Relationship Committee:

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

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

3. Mr. Surendra Kumar Jain– Member (Non-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

The information on conservation of energy and technology absorption stipulated underSection 134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is attached as Annexure-II.

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’swebsite: www.asiacapital.in. Details of Related Party Transactions as per AOC-2 areprovided in Annexure-IV.

20. Loans 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 Section 92 of the Companies Act and Rule 12(1) of the Companies (Managementand Administration) Rules 2014 the extract of Annual Return in Form MGT-9 is providedin Annexure-V.

22. Auditors and Auditors’ Report

At the last Annual General Meeting of the Company M/s Prakash & Santosh CharteredAccountants New Delhi were appointed as the Auditors to hold office till the conclusionof the 32nd Annual General Meeting.

M/s Prakash & Santosh Chartered Accountants who retire at the ensuing AGM of yourCompany are eligible for re-appointment. Your Company has received written consent and acertificate stating that they satisfy the criteria provided under Section 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 and that theappointment if made shall be in accordance with the applicable provisions of theCompanies Act 2013 and rules issued thereunder. The Audit Committee and the Board ofDirectors recommend the appointment of M/s Prakash & Santosh Chartered Accountants asthe Auditors of your Company from the conclusion of 32nd Annual General Meetingtill the conclusion of the 35th Annual General Meeting of the Company.

The Auditors’ Report for the financial year 2015-16 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 appointedMs. Sangeeta Harpalani Practicing Company Secretary (FCS 6094 CP 8123) as SecretarialAuditor of the Company for the year 2015-16. The Secretarial Audit Report provided by theSecretarial Auditors is annexed as Annexure-VI.

The Secretarial Auditor’s Report for the financial year 2015-16 does not containany qualification observation or adverse remarks and accordingly no comments required byyour Board 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. TheCompany also has an Audit Committee who interacts with the Statutory Auditors InternalAuditors and Management in dealing with matters within its terms of reference.

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.

28. Corporate Governance

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

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

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 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) Directions2015

There was no auction conducted by the Company during the financial year in respect ofdefaulter 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 Section 134(3) (c) and 134(5) of the Companies Act 2013 the Directorsconfirm that: a. in the preparation of the annual accounts for the financial year ended 31stMarch 2016 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 2016 and ofthe profit and loss of the Company for the financial year ended 31st March2016;

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 theCompany 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 2015-16 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.

For and on Behalf of the Board
For Asia Capital Limited
sd/- sd/-
Deepak Kumar Jain Surendra Kumar Jain
Date: 28th July 2016 Managing Director Director
Place: Delhi DIN: 00098116 DIN: 00097859

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 Executive Officer or Manager and in their absence aWhole-time Director;

ii. Chief Financial Officer;

iii. Company Secretary; and

iv. Such other 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 toattract retain and motivate directors of the quality required to run the companysuccessfully;

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

• Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives 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 beappointed in Senior 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 timeand/ or enforced by any statutory notification amendment or modification as may beapplicable.

• 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 should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient/satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders 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 Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector/Whole-time Directors.

2) Remuneration to Non-Executive/Independent Directors:

a) The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013.

The amount of sitting fees shall be such as may be recommended by the Nomination andRemuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non-Executive/Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive/Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

e) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/Purchase Schemes shall determine the stockoptions and other share based payments to be made to Directors (other than IndependentDirectors).

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 Act2013and in accordance with the Company’s Policy.

b) The Fixed pay shall include monthly remuneration employer’s contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

c) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered 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 itsAnnual Report.

• 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 N.A. (General measures for
energy conservation of energy are pursued
(ii) The steps taken by the company for utilizing on an ongoing basis)
alternate sources of energy
(iii) The capital investment on energy N.A.
conservation equipments
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 2015- 16 (Equivalent Rs.) Nil
(b) Total Foreign Exchange outgo in 2015-16 (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 2015-16 is as follows:

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

B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2015-16 is as follows:

Name Designation Remuneration (Rs.) Increase
2015-16 2014-15 %
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.
Mr. Saurabh Madan Director Nil Nil N.A.
Mr. Atul Aggarwal Director Nil Nil N.A.
Mrs. Shallu Jain Director Nil Nil N.A.
Mr. Ankit Jain Chief Financial Officer 300000 531660 N.A.
Mr. Atin Jain* Chief Financial Officer 225000 Nil N.A.
Ms. Preeti Chauhan Company Secretary 97800 171000 N.A.
Ms. Babita Company Secretary 57750 Nil N.A.
Ms. Kaveri Ghosh* Company Secretary 45000 Nil 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 2015-16:

2015-16 2014-15 Increase (%)
Median remuneration of all employees per annum 1025550 987660 3.84%

D. Number of permanent employees on the rolls of the Company as on 31stMarch 2016:

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:

The increase in average remuneration of all employees in the financial year 2015-16 ascompared to the financial year 2014-15 was 3.84%.

The key indices of Company’s performance are:

(Rs. In lacs)
2015-16 2014-15 Growth (%)
Total Revenue 4142.03 4331.44 (4.37)%
Profit Before Tax 20.28 8.51 138.31%
Profit after Tax 14.01 5.86 139.08%

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:

The increase in remuneration being paid to the Key Managerial Personnel during the year2015-16 is as per the market trends. Whereas the Profit before Tax increased by 138.31% in2015-16 compared to 2014-15.

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 2016 As on 31st March 2015 Increase/ (decrease) in %
Price Earnings Ratio 27.78 N.A. N.A.
Market Capitalization (Amount in Rs. Cr) 3.865 N.A. N.A.
Net worth (Amount in Rs. Cr) 3.38 3.24 4.32%

The script of the Company was traded at Rs. 12.50 per share as on 31st March2016 at BSE Limited.

Comparison of share price at the time of first public offer and market price of theshare of 31st March 2016:

Share price at the time of first public offer - Rs. 10/- per share. Market price of theShare as on 31st March 2016 - Rs. 12.50 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.)
2015-16 2014-15 Increase (%)
Average salary of all Employees (other than Key Managerial Personnel) 150000 142500 5.26%
Salary of MD & CEO Nil Nil 0%
Salary of CFO & CS 725550 702660 3.26%

The increase in remuneration of employees other than the managerial personnel is inline with the increase in remuneration of managerial personnel and market practices.

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 2015-16 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 2015-16 at a rate which in aggregate was not less than Rs. 80.50 lakhs permonth: Nil