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Atlas Jewellery India Ltd.

BSE: 514394 Sector: Industrials
NSE: N.A. ISIN Code: INE022N01019
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OPEN 61.25
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VOLUME 5016
52-Week high 61.25
52-Week low 15.00
P/E
Mkt Cap.(Rs cr) 616.48
Buy Price 61.25
Buy Qty 25203.00
Sell Price 0.00
Sell Qty 0.00

Atlas Jewellery India Ltd. (ATLASJEWELLERY) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

To

The Members of ATLAS Jewellery India Limited

Your Directors have pleasure in presenting the Twenty Sixth Annual Report together withthe audited financial statements for the financial year ended March 31 2016.

1. FINANCIAL RESULTS

A brief summary of the audited financials of the company for the year ended March 312016 is as follows:

Rs. In Lacs
Particulars 2015-2016 2014-2015
Gross Income 2147.47 20546.63
Profit/ (Loss) before tax and Exceptional items (497.25) 477.42
Less: Exceptional items 209.26 0
Profit/ (Loss) before tax (706.51) 477.42
Less: Tax Expenses (67.48) 160.23
Profit/ Loss after tax (639.03) 317.19

2. REVIEW OF BUSINESS OPERATIONS

The Company is presently engaged in the business of domestic retail trade of goldjewellery and other precious ornaments. During the year the revenue from operations wasRs. 2147.47 Lacs as compared to the revenue of Rs. 20546.63 Lacs in the year 2014-15which also includes export sale of Rs. 19016.98 Lacs.

The current year Loss after tax Rs. 639.03 Lacs as compared to the profit after tax oflast year of Rs. 317.19 Lacs.

3. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

1. Matters related to the Promoter/ Promoter Group

Material Changes

• The Promoters Mr. M.M. Ramachandran and ATLAS Jewellery Private Limited havebeen facing significant liquidity issues in the year under review.

• As per information available with the Company the promoter who is anon-resident Indian residing in the U.A.E. and his U.A.E based Companies are under severefinancial difficulties. The promoter himself is in judicial custody for alleged default inrepaying bank borrowings.

• ATLAS Jewellery Private Limited is also facing financial difficulties and itslender (South Indian Bank) has filed an application before the Debts Recovery Tribunal(DRT) for the realization of their dues.

• South Indian Bank in their application before DRT has also sought to takepossession of the entire shareholding of the Promoter in ATLAS Jewellery India Ltd (AJIL).

• The promoter Mr. M.M. Ramachandran and his spouse Mrs. Indira Ramachandran haveresigned from the Board of the Company with effect from 10th November 2015 andllthFebruary 2016 respectively. As a consequence presently there is no promoterrepresentation on the Board of the Company.

Impact on Financials

• The promoter's financial condition is presently un-certain. Coupled with thefact that a petition has been filed in the DRT for takeover of promoter’s entireshareholding in the Company the implications for the promoter’s position will beclear only after due adjudication. The uncertainty has adversely impacted businessdevelopment

• In case the promoter is unable to resolve his financial difficulties at theearliest the same may have severe reputational impact on the future operations of theCompany and its capability to raise resources or continue its operations. Further thePromoters are not part of the Board or Management of the Company which also impacts fundraising activities of the Company.

2. Non- Realization of Export Proceeds of USD Material Changes

• The Company’s export proceeds for the Financial Year 2014-15 to the tuneof USD 20774488.11 have remained unrealized as on date.

Financial Impact

• The non-realization of the export proceeds has had a severe impact on thefinancials of the Company and its operations.

• The Company is making all efforts to realize its dues and till date its effortshas not met with any success and may significantly impact its future prospects to continueits business operations.

• The Company is also evaluating the option of initiating legal proceedings inIndia/Abroad against the importer. This would however further strain the financialposition of the Company due to likely costs.

3. Company's inability to raise funds Material Changes

• The promoters were in the process of raising additional funds for the Companyfrom India/Abroad and the Company under the personal guarantee of the promoter had alsomade applications for working capital funding with various banks/institutions.

• However with the promoter facing legal action and being no longer part of theBoard of the Company the planned funding did not materialize. The Company could nottherefore embark on its stated business and other plans.

Financial Impact

• With the planned funding not being available the Company had to drasticallyreduce its retails operations leading to huge financial loss.

• The Company was forced to surrender its Chennai Showroom drastically reduce itsretail operations in Mumbai and scale down its retail operations in Bangalore due toresources constraints.

• Due to funds crunch it could not recruit the right talent in sales andmarketing build up the requisite level of stocking and initiate marketing activities. Allthese adversely impacted its retail operations and all its showroom continue to registercash losses.

• If the Company is unable to turn around at the very earliest it would not beable to sustain its retail operations.

4. DIVIDEND

In view of the loss your Directors regret their inability to recommend dividend forthe Financial Year 2015-16.

5. RESERVES AND SURPLUS

During the Financial Year 2015-16 the company has not transferred any amount to itsReserves and Surplus.

6. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 2000000000/- (Rupees Two HundredCrore) comprising 200000000 (Twenty Crore) Equity Shares of Rs. 10 (Rupees Ten) each.The Issued Subscribed and Paid-up Equity Share Capital of the Company is Rs.1006545330/- (Rupees One Hundred Crore Sixty Five Lacs Forty Five Thousand ThreeHundred and Thirty) consisting of 100654533 (Ten Crore Six Lacs Fifty Four ThousandFive Hundred Thirty Three) Equity Shares of Rs. 10 (Rupees Ten) each.

The Company has not allotted any shares during the year under review.

7. INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed toeffectively control the operations at its Head Office Branch Office and showrooms. Theinternal control systems are designed to ensure that the financial and other records arereliable for the preparation of financial statements and for maintaining assets. TheCompany has well designed Standard Operating Procedures. Independent Internal Auditorsconduct audit covering a wide range of operational matters and ensure compliance withspecified standards. Planned periodic reviews are carried out by Internal Audit. Thefindings of Internal Audit are reviewed by the top management and by the Audit Committeeof the Board of Directors.

8. RISK AND AREA OF CONCERN

The company has laid down a well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor andnon-business risks. The Audit Committee and the Board periodically review the risks andsuggest steps to be taken to manage/ mitigate the same through a properly definedframework.

During the year a risk analysis and assessment was conducted and no major risks werenoticed which may threaten the existence of the company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Induction

The Board made following appointments based on the recommendation of the Nomination& Remuneration Committee:

• Appointment of Mr. Mohandas K as an Additional Director in the capacity ofIndependent Director of the Company effective November 14 2015.

• Appointment of Dr. (Mr.) Sunil Kumar Gupta as an Additional Director in thecapacity of Independent Director of the Company effective November 14 2015.

• Appointment of Ms. Reema Jain as an Additional Director in the capacity ofIndependent Director of the Company effective April 23 2016.

The Company has received notices under Section 160 of the Companies Act 2013 frommembers signifying their intention to propose the candidature of above mentioned directorsfor the office of Director.

The information on the particulars of Director eligible for appointment in terms ofRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015has been provided in the notes to the notice convening the Annual General Meeting.

Re-appointment

As per the provisions of the Companies Act 2013 Mr. Nanda Kumaran Puthezhath willretire by rotation at the ensuing AGM and being eligible offered himself forre-appointment. The Board recommends his re-appointment.

Retirements and Resignations

Mr. Shrirang Vasanth Khadilkar Mr. Supratik Chatterjee Dr. M.M. Ramachandran &Mrs. Indira Ramachandran Directors of the Company have resigned w.e.f. September 022015 October 19 2015 November 10 2015 & February 11 2016 respectively. The Boardconveys its appreciation for the services rendered by them during their tenure ofdirectorship.

Further details regarding Board of Directors are given in the Corporate GovernanceReport forming part of this Directors’ Report.

10. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.

11. BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committeesattendance of Directors and sitting fee/ commission/ remuneration paid to them is givenseparately in the attached Corporate Governance Report.

12. EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.

13. REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. More details on the same are given in the Corporate Governance Report.

14. AUDIT COMMITTEE

The Audit Committee comprises of Dr. (Mr.) Sunil Kumar Gupta as Chairman and Mr. SunilPant and Mr. Nanda Kumaran Puthezhath as members. The details of term of reference of theAudit Committee member dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.

15. STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee comprises of Mr. K Mohandas as Chairman and Mr.Nanda Kumaran Puthezhath Mr. Sunil Pant and Dr. (Mr.) Sunil Kumar Gupta as members. Thedetails of term of reference of the Committee member dates of meeting held and attendanceof the Directors are given separately in the Corporate Governance Report.

16. NOMINATION & REMUNERATION COMMITTEE

Nomination & Remuneration Committee comprises of Mr. Sunil Pant as Chairman and Dr.(Mr.) Sunil Kumar Gupta and Mr. Mohandas K as members. The details of term of reference ofthe Committee member dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.

17. VIGIL MECHANISM POLICY(VMP)

The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation ofthe company’s Codeof Conduct. The mechanism provides for adequate safeguards against victimization ofDirectors and employees who avail the mechanism. In exceptional cases Directors andemployees have direct access to the Chairman of the Audit Committee.

The Vigil Mechanism Policy (VMP) is available on the company’s website.

18. DOCUMENT RETENTION AND ARCHIVAL POLICY(DRAP)

Pursuant to the Regulation 9 of SEBI (LODR) Regulations 2015 mandates that every listedentity shall formulate a policy for preservation of documents and Regulation 30(8) of theRegulations is also required to have an archival policy on archiving all informationdisclosed to stock exchange(s) and the same being hosted on the Company’s website.

19. MATERIALITY OF RELATED PARTY TRANSACTIONS POLICY(MRTP)

Pursuant to Regulation 23 of SEBI (LODR) Regulations 2015 mandates that every listedentity shall formulate a policy on materiality of related party transactions and ondealing with related party transactions and the same being hosted on the Company’swebsite.

20. MATERIALITY DISCLOSURE POLICY(MDP)

Pursuant to the Regulation 30 of SEBI (LODR) Regulations 2015 mandates that everylisted entity shall make disclosures of any events or information which in the opinion ofthe Board of Directors of the listed company is material and the same being hosted on theCompany’s website.

21. CODE OF CONDUCT

Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Managing Director is attached asAnnexure I' which forms a part of this Report of the Directors. The Code of Conduct isavailable on the Company’s website www.atlasjewelleryindia.com.

22. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Ac 2013and Rules framed thereunder-

a) The Company has in place a policy on prevention prohibition and redressal of sexualharassment at work place which has been made part to the ATLAS Code of Business Conductand Ethics applicable to all the employees of the Company. A copy of which is given toevery employee and his consent for compliance duly taken.

b) All women permanent temporary or contractual including those of service providersare covered under the policy;

c) An internal complaints Committee comprising of five women members of which threerepresent management staff one comprises Non- executive Independent Director of theCompany and the other a non-governmental representative has been set-up to redress anycomplaints relating to sexual harassment.

During the year the Company has not received any complaint related to sexualharassment.

23. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given in‘Annexure II'.

24. AUDITORS AND AUDITORS' REPORT

The Auditors M/s A. Kay Mehra & Co. Chartered Accountants (FRN: 050004C) retireat the ensuing Annual General Meeting and being eligible offer themselves forre-appointment for a period of 1 year from the conclusion of this Annual General Meeting[AGM] till the conclusion of the AGM to be held in year 2017. They have confirmed theireligibility under Section 141 of the Companies Act 2013 and the Rules framed there underfor re-appointment as auditors of the Company. The Members are requested to confirm there-appointment of Statutory Auditors

There are no qualifications or reservation or remarks made by the Auditors in theirReport.

25. COST AUDIT

The Cost Audit is not applicable on your Company.

26. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Parveen Rastogi & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2015-16. The report of theSecretarial Auditors is annexed as ‘Annexure III' to this report.

There are no qualifications or observations or remarks made by the Secretarial Auditorin their Report.

27. LOANS GUARANTEES OR INVESTMENT

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

28. FIXED DEPOSIT

Your company has not accepted any fixed deposit and accordingly no amount wasoutstanding as at the Balance Sheet date.

29. SUBSIDIARIES

The Company does not have any subsidiary within the meaning of the Companies Act 2013.

30. RELATED PARTY TRANSACTIONS

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 and Regulation 23 of the SEBI (Listing ObligationsDisclosure Requirements) Regulations 2015 during the year under review.

31. EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act2013 read with the Companies (Management and Administration) Rules 2014 as prescribed inForm No. MGT-9 is given in ‘Annexure IV'

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 134(3)(m) of the Companies Act2013 are set out in ‘Annexure V' which forms part of the report.

33. LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange AhmedabadStock Exchange Jaipur Stock Exchange and Delhi Stock Exchange.

34. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2016 98.72% of the share capital stands dematerialized.

35. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportis as follows:

INDUSTRY STRUCTURE AND DEVELOPMENTS

Overview of Gems and Jewellery Sector

The Gems and Jewellery sector plays a significant role in the Indian economycontributing around 6-7 per cent of the country’s GDP. One of the fastest growingsectors it is highly export oriented and Labour intensive.

Based on its potential for growth and value addition the Government of India hasdeclared the Gems and Jewellery sector as a focus area for export promotion. TheGovernment has recently undertaken various measures to promote investments and to upgradetechnology and skills to promote 'Brand India’ in the international market.

India is deemed to be the hub of the global Jewellery market because of its low costsand availability of high-skilled Labour. India is the world's largest cutting andpolishing center for diamonds with the cutting and polishing industry being wellsupported by government policies. Moreover India exports 95 per cent of the world'sdiamonds as per statistics from the Gems and Jewellery Export promotion Council (GJEPC).

The industry has generated US$ 38.6 billion of revenue from exports in 2015-16 makingit the second largest exporter after petrochemicals.

India's Gems and Jewellery sector has been contributing in a big way to the country'sforeign exchange earnings (FEEs). The Government of India has viewed the sector as athrust area for export promotion. The Indian government presently allows 100 per centForeign Direct Investment (FDI) in the sector through the automatic route.

Indian Retail Segment and Growth of Organized Sector

While the overall retail gems and Jewellery sector is growing 10% annually theorganized retail segment is expanding 30-40% in recent years with Gold Jewellery making upfor 80% of the Rs.300000-crore gems and Jewellery market of the country. Currently theorganized segment accounts for 22% while the unorganized one primarily comprising localand independent stores makes up for 78% of the retail gems and Jewellery market.

With the changing lifestyles and growing disposable income the outlook and buyingpatterns of consumers in the recent years have changed rapidly. Indian consumers nowdemand greater transparency better service and a more compelling value proposition drivenby brand and fashion. Consumers are now beginning to move towards branded Jewellery andare also willing to pay justified premium for high quality and inventive designs as aconsequence the share of the organized segment has grown substantially. The unorganizedsegment is however struggling to match this growth rate.

Owing to free delivery and heavy discounting the overall online retail market in Indiais estimated to rise have risen to $6 billion in 2015 compared with $3.5 billion lastyear (states Gartner Inc.). CLSA Asia Pacific Markets forecasts that the market might growto $22 billion by 2018. On-line retail Jewellery segment is also growing steadily. Howeverthe total sale of online jewellery ventures (including some initiative by traditionalplayers) tally to no more than $200 million or Rs. 1256 crore.

According to a FICCI AT-Kearney study the Indian Jewellery market is expected to touchclose to $85 Billion or Rs. 5 30000 crore by 2018. Further according to a report byResearch and Markets the Jewellery market in India is expected to grow at a CompoundAnnual Growth Rate (CAGR) of 15.95 per cent over the period 2014-2019.

OPPORTUNITIES AND THREATS

The Indian retail sector is growing rapidly and this growth is significantly driven bylarge retailers/ brands. The leading brands are pulling the organized market and areopening opportunities to grow. The large brands are also increasing their reach at a fastpace through setting up of retail showrooms on-line sales portals and franchise routesespecially in tier- 1 and tier-2 cities. These players are also offering a variety ofdiscount schemes including financing schemes to consumers to further boost sales.

Future growth outlook for the sector looks reasonably robust however the competition isexpected to be stiff and very consumer centric added to this would the challenges posed bythe un-organized sector which still account for more than 80% of the market.

The Country's un-branded Gem's & Jewellery Sector is presently facing intensecompetition with branded players having become very aggressive and we expect thissituation to further intensify in the near future. The branded players with their ownmanufacturing set-ups Pan India network of showrooms strong online presence and accessto funds at relatively cheaper rates will pose a big challenge for AJIL which has justthree showrooms in operation and no funding support.

36. CORPORATE GOVERNANCE

As per the applicable provisions of Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a detailed Corporate Governance Report hasbeen given in this Report. A certificate from auditors confirming compliance with theconditions of Corporate Governance as stipulated under Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as Annexure 'VI'.

37. ANNEXURES FORMING A PART OF DIRECTOR'S REPORT

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report:

Annexure Particulars
I Managing Director's Certificate under Schedule V Part D of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 on compliance of Code of Conduct
II Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act 2013
III Secretarial Audit Report
IV Extract of the Annual Return in Form MGT-9
V Particulars of Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
VI Certificate from Auditors on Corporate Governance

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant or material orders passed by the Regulators Courts orTribunals which impact the going concern status of the Company and its future operations.

39. DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to inform Members that the Audited Accounts containing FinancialStatements for the Financial Year 2015-16 are in conformity with the requirements of theCompanies Act 2013. They believe that the Financial Statements reflect fairly the formand substance of transactions carried out during the year and reasonably present theCompany's financial condition and results of operation.

In terms of provisions of Section 134(3)(c) of the Companies Act 2013 your Directorsfurther confirm as under:

i. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialperiod and of profit or loss of the Company for that period;

iii. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the annual accounts on a "going concernbasis".

v. That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. That the Directors had devised proper system to ensure compliance with theprovision of all applicable laws and that such systems were adequate and operatingeffectively.

The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the Company's approved policies and procedures have been followed.

40. GREEN INITIATIVE

In accordance with the "Green Initiative" the Company has been sending AnnualReport/Notice of AGM in electronic mode to those Shareholders whose email ids areregistered with the Company and /or the Depository Participants.

Directors are thankful to the Shareholders for actively participating in the GreenInitiative.

41. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion and Analysis Reportdescribing the Company’s objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include the status of the promoters change ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation arrangement of funds.

42. APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company’s employees at all levels.

Date: July 30 2016 For and on behalf of the Board of Directors
Place: New Delhi For ATLAS Jewellery India Limited
Sd/- Sd/-
(Nanda Kumaran Puthezhath) (Sunil Pant)
Managing Director Director
DIN:02547619 DIN:07068748

1) STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) AND SECTION197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:

Non-executive director Ratio to median remuneration
The Company is not paying any salary to the Non executive directors NA
Executive Directors
Nanda Kumaran Puthezhath 13.08 times

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager % increase in remuneration in the financial year
Mr. Nanda Kumaran Puthezhath Managing Director NA
Mr. Chandan Mahapatra CFO & CS NA

(iii) The percentage increase in the median remuneration of employees in the financialyear :4.28%

(iv) The number of permanent employees on the rolls of company : 39

(v) The explanation on the relationship between average increase in remuneration andcompany performance:

Due to the present financial position of the Company there was no major increase inthe salary of employees during the financial year under review.

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company :

Aggregate remuneration of KMPs in FY 15-16 (Rs. In Lakhs) Rs. 98.55
Revenue (Rs. In Lakhs) Rs 2147.47
Remuneration of KMP (as % of revenue) 4.59%
Profit before tax (PBT) (Rs. In Lakhs) (Rs 706.51)
Remuneration of KMP (as % of PBT) NA

(vii) Variations in the market capitalization of the company price earnings ratio asat the closing date of the current financial year and previous financial year

Particulars March 31 2016 March 31 2015 % Change
Market Capitalization (in lakhs) 19627.63 84348.50 (76.73%)
Price Earnings Ratio NA 261.88 -

(viii) Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last publicoffer:

Particulars March 31 2016 IPO % Change
Share price at BSE 19.50 10 95%

(ix) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof:

As explained above there was no major increment in the salary of employees and therewas no percentile increase in the managerial remuneration.

(x) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company

MD CFO & CS CEO
Remuneration in FY 15-16 Rs 31.64 Lacs Rs 27.02 Lacs Rs 39.89 Lacs
Revenue (Rs in Lakhs) Rs 2147.47
Remuneration as a % of Revenue 1.47% 1.26% 1.86%
Profit before tax (PBT) (Rs. In Lakhs) (Rs 706.51)
Remuneration as a % of PBT NA NA NA

(xi) The key parameters for any variable component of remuneration availed by thedirectors;

There is no variable component in the remuneration of Directors and other KMPs

(xii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:

The ratio of the remuneration of Managing Director is 0.78 in comparison to the highestpaid employee.

(xiii) Affirmation that the remuneration is as per the remuneration policy of thecompany

It is affirmed that the remuneration is as per the remuneration policy of the company

2) The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Sl. No Name Designation/ Nature of Duties Remuneration Received [Rs.] Qualification Experience in years Age in years Date of commencement of employment Last employment held
1 2 3 4 5 6 7 8 9
1 David Rajkumar Stanley* Chief Executive Officer Rs 39.89 Lacs Master of Business Administration (Marketing) 30 years 52 years June 09 2014 MD-AMC Cookware India Private Limited

*Ceased to be CEO w.e.f. September 30 2015 Notes;

> All appointments are non-contractual

> Remuneration as shown above comprises of Salary Leave Salary Bonus Gratuitywhere paid Leave Travel Assistance Medical Benefit House Rent Allowance Perquisitesand Company's Contribution to Provident Fund and Superannuation Fund. Remuneration on Cashbasis

> None of the above employees hold equity shares in the Company

> None of the above employees is related to any Director of the Company employed forpart of the financial year.

#MDEnd#

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