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Atul Ltd.

BSE: 500027 Sector: Industrials
NSE: ATUL ISIN Code: INE100A01010
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OPEN 2479.75
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VOLUME 1053
52-Week high 2588.00
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P/E 31.70
Mkt Cap.(Rs cr) 7,193
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OPEN 2479.75
CLOSE 2457.70
VOLUME 1053
52-Week high 2588.00
52-Week low 1900.30
P/E 31.70
Mkt Cap.(Rs cr) 7,193
Buy Price 0.00
Buy Qty 0.00
Sell Price 2425.20
Sell Qty 4.00

Atul Ltd. (ATUL) - Director Report

Company director report

Dear Members

The Board of Directors (Board) presents the Annual Report of Atul Ltd together with theaudited Financial Statements for the year ended March 31 2017.

01. Financial results

(Rs. cr)
2016-17 2015-16
Sales 2639 2403
Revenue from operations 2848 2609
Other income 43 43
Total revenue 2891 2652
Profit before tax 400 400
Provision for tax 115 126
Profit for the year 285 274
Balance brought forward 1145 900
Transfer from comprehensive income 3 (2)
Disposable surplus 1433 1172
Less:
Dividend paid 30 25
Dividend distribution tax (net) 6 2
Balance carried forward 1397 1145

02. Performance

Sales increased by 10% from Rs. 2403 cr to Rs. 2639 cr mainly due to highervolumes (16%) partly offset by lower prices (6%). Sales in India increased by 3% from Rs.1198 cr to Rs. 1239 cr. Sales outside India increased by 16% from Rs. 1205 cr to Rs.1400 cr. The Earning per share increased from Rs. 92.53 to Rs. 96.18. While the operatingprofit before working capital changes increased by 1% from Rs. 478 cr to Rs. 485 cr thenet cash flow from operating activities decreased by 3% from Rs. 375 cr to Rs. 364 cr.Sales of Life Science Chemicals (LSC) Segment increased by 10% from Rs. 737 cr to Rs. 807cr mainly because of higher sales in Sub-segments Crop Protection and Aromatics - I; itsEBIT decreased by 19% from Rs. 161 cr to Rs. 130 cr. Sales of Performance and OtherChemicals (POC) Segment increased by 10% from Rs. 1666 cr to Rs. 1832 cr mainly becauseof higher sales in Sub-segments Aromatics - II and Polymers; its EBIT increased by 16%from Rs. 249 cr stagnant at Rs. 290 cr. More details are given in the ManagementDiscussion and Analysis (MDA) Report. The borrowings of the Company decreased (includingcurrent maturities of long-term borrowings) by 49% from Rs. 302 cr to Rs. 155 cr despitepayments towards capital expenditure of Rs. 176 cr.

Credit Analysis and Research Ltd (CARE) maintained its credit rating at ‘AA+'(double A plus) for long-term borrowings of the Company. Its rating for short-termborrowings and commercial paper remained at ‘A1+' (A1 plus) the highest possibleawarded by CARE.

The Company completed 3 expansion projects with an investment of Rs. 117 cr which areexpected to generate sales of Rs. 220 cr at full capacity utilisation.

03. Dividend

The Board recommends payment of dividend of Rs. 10 per share on 29661733Equity shares of Rs. 10 each fully paid up. The dividend will entail an outflow ofRs. 35.70 cr {including dividend distribution tax (net)} on the paid-up Equity sharecapital of Rs. 29.66 cr.

04. Conservation of energy technology absorption foreign exchange earnings and outgo

Information required under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 (3) of the Companies (Accounts) Rules 2014 as amended from time to timeforms a part of this Report which is given at page number 24.

05. Insurance

The Company has taken adequate insurance to cover the risks to its employees property(land and buildings) plant equipment other assets and third parties.

06. Risk Management

Risk Management is an integral part of the business practices of the Company. Theframework of RiskManagement concentrates on formalising a system to deal with the mostrelevant risks building on existing management practices knowledge and structures. Withthe help of a reputed international consultancy firm the Company has developed andimplemented a comprehensive Risk Management System to ensure that risks to the continuedexistence of the Company as a going concern and to its growth are identifiedand remediedon a timely basis. While defining and developing the formalised Risk

Management System leading standards and practices have been considered. The RiskManagement System is relevant to business reality pragmatic and simple and involves thefollowing: i) Risk identification and definition Focused on identifying relevant riskscreating / updating clear definitions to ensure undisputed understanding along withdetails of the underlying root causes / contributing factors. ii) Riskclassification Focused on understanding the various impacts of risks and the level ofinfluence on its root causes. This involves identifying various processes generating theroot causes and clear understanding of risk interrelationships. iii) Risk assessment andprioritisation Focused on determining risk priority and risk ownership for critical risks.This involves assessment of the various impacts taking into consideration risk appetiteand existing mitigation controls. iv) Risk mitigation Focused on addressing critical risksto restrict their impact(s) to an acceptable level (within the defined risk appetite).This involves a clear definition of actions responsibilities and milestones. v) Riskreporting and monitoring Focused on providing to the Board and the Audit Committeeperiodic information on risk profile evolution and mitigation plans.

Roles and responsibilities

Governance

The Board has approved the Risk ManagementPolicy of the Company. The Company has laiddown procedures to inform the Board on i) to iv) above.

The Audit Committee periodically reviews the Risk Management System and gives itsrecommendations if any to the Board. The Board reviews and guides the

Risk Policy.

Implementation

Implementation of the Risk Management Policy is the responsibility of the Management.It ensures functioning of the Risk Management System as per the guidance of the AuditCommittee. The Company has Risk Management Oversight Structure in which each Sub-segmenthas Chief Risk and Compliance Officer.

The Management at various levels takes accountability for risk identificationappropriateness of risk analysis and timeliness as well as adequacy of risk mitigationdecisions at both individual and aggregate levels.

It is also responsible for the implementation tracking and reporting of definedmitigation plans including periodic reporting to the Audit Committee and the Board.

07. Internal Financial Controls

The Internal Financial Controls over financial reporting are designed to providereasonable assurance regarding the reliability of financial reporting and the preparationof the Financial Statements.

These include those policies and procedures that: i) pertain to the maintenance ofrecords which in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company ii) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of the Financial Statementsin accordance with Generally Accepted Accounting Principles and that receipts andexpenditures are being made only in accordance with authorisations of the Management andthe Directors of the Company and iii) provide reasonable assurance regarding prevention ortimely detection of unauthorised acquisition use or disposition of the assets that canhave a material effect on the Financial Statements. A reputed international consultancyfirm has reviewed the adequacy of the InternalFinancial Controls with respect to theFinancial Statements.

The Management assessed the effectiveness of the Internal Financial Controls overfinancial reporting as of March 31 2017 and the Board believes that the controls areadequate.

08. Fixed deposits

During 2016-17 the Company did not accept any fixed deposits.

09. Loans guarantees investments and security

P articulars of loans guarantees investments and security provided are given at pagenumbers 108 and 110.

10. Subsidiary associate and joint venture companies

During 2016-17 Atul Finserv Ltd a wholly-owned subsidiary of the Companyformed two wholly-owned subsidiary companies Atul Fin Resources Ltd and AtulNivesh Ltd. There were no other changes in the subsidiary associate and joint venturecompanies which were reported earlier.

Performance and financial position of such companies are given at page number 26.

11. Related Party Transactions

All the transactions entered into with the related parties were in ordinary course ofbusiness and on arm's length basis. Details of such transactions are given at page number120. No transactions were entered into by the Company which required disclosure in FormAOC-2.

12. Corporate Social Responsibility

Composition of the Corporate Social Responsibility (CSR) Committee the CSR Policy andthe CSR Report are given at page number 28.

13. Extract of the Annual Return

This is given at page number 31.

14. Auditors

Statutory Auditors

Dalal & Shah Chartered Accountants LLP the Statutory Auditors of the Company willretire at the conclusion of the ensuing Annual General Meeting (AGM).

Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder it ismandatory for the Company to rotate the current Statutory Auditors on completion of amaximum term permitted under the said Section. Accordingly based on the recommendation ofthe Audit Committee the Board at its meeting held on May 05 2017 recommended theappointment of Deloitte Haskins & Sells LLPChartered Accountants as the StatutoryAuditors of the Company. Deloitte Haskins & Sells LLP will hold the office for aperiod of 5 consecutive years from the conclusion of the 40th AGM of theCompany till the conclusion of the 45th AGM to be held in the year 2022subject to the approval of the Shareholder(s) of the Company at the ensuing AGM andratification at subsequent AGMs. Deloitte Haskins & Sells LLP have given their consentto act as the Auditors and confirmed their eligibility for appointment.

The relevant Notes forming part of the accounts are self-explanatory and give fullinformation and explanation in respect of the observations made by the Auditors in theirreport.

Cost Auditors

The Shareholders ratified the appointment of R Nanabhoy & Co as the Cost Auditorsfor 2016-17 on July 29 2016.

Secretarial Auditors

The Board appointed Mr A C Doshi Practising Company Secretary as the SecretarialAuditor for 2016-17 on April 29 2015 and his report is given at page number 42.

15. Directors' responsibility statement

Pursuant to Section 134 (5) of the Companies Act 2013 the Directors confirm that tothe best of their knowledge and belief:

15.1 The applicable Accounting Standards were followed along with proper explanationsrelating to material departures in the preparation of the annual accounts. 15.2 TheAccounting Policies were selected and applied consistently and judgements and estimateswere made that were reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period.

15.3 Proper and sufficientcare was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.

15.4 The attached annual accounts for the year ended March 31 2017 were prepared on agoing concern basis. 15.5 Adequate Internal Financial Controls to be followed by theCompany were laid down; and they were adequate and operating effectively.

15.6 Proper systems were devised to ensure compliance with the provisions of allapplicable laws and the same were adequate and operating effectively.

16. Directors

16.1 Appointments / Reappointments / Cessations 16.1.1 Subject to the approval of theMembers in the AGMMr S A Lalbhai was reappointed as a Managing Director effectiveDecember 15 2016 for a period of 5 years.

16.1.2 According to Article 86 of the Articles of Association of the Company Mr R AShah and Mr T R Gopi Kannan retire by rotation and being eligible offer themselves forreappointment at the forthcoming AGM scheduled on July 28 2017.

16.2 Policies on appointment and remuneration 16.2.1 Appointment

While recommending appointment of the Directors the Nomination and RemunerationCommittee considers the following factors: i) Qualification: well-educated and experiencedin senior leadership positions in industry / profession ii) Traits: positive attributesand qualities iii) Independence: criteria prescribed in Section 149 (6) of theCompanies Act 2013 for the Independent Directors including no pecuniary interest andconflict of interest 16.2.2 Remuneration of the Non-executive Directors i) Sitting fees:up to Rs. 20000 for attending a Board Committee and any other meeting ii) Commission: upto 1% of net profit as may be decided by the Board based on the following factors: a.Membership of Committee(s) b. Profit c. Attendance d. Category (Independent orNon-independent)

16.2.3 Remuneration of the Executive Directors

This is given under para number 17.2. 16.3 Criteria and method of annual evaluation

16.3.1 The criteria for evaluation of performance of a) the Non-independentDirectors (Executive) b) the Non-independent Directors (Non-executive) c) theIndependent Directors d) the Chairman e) the Committees of the Board and f) theBoard as a whole are summarised in the table at the end of the Directors' Report at pagenumber 22.

16.3.2 The Independent Directors have carried out annual: i) Review of performance ofthe Non-independent Directors Executive ii) Review of performance of the Non-independentDirectors Non-executive iii) Review of performance of the Chairman iv) Assessment ofquality quantity and timeliness of the flow of information to the Board v) Review ofperformance of the Board as a whole 16.3.3 The Board has carried out annual evaluation ofperformance of: i) Its Committees namely Audit Nomination and Remuneration StakeholdersRelationshipCorporate Social Responsibility and Investment ii) The Independent DirectorsThe templates for the above purpose were circulated in advance for feedback of theDirectors.

16.4 Familiarisation Program for the Independent Directors The Company hasFamiliarisation Programs for its Independent Directors. It comprises amongst otherspresentations by and discussions with the senior Management on the nature of theindustries in which it operates its vision and strategy and its organisation structure. Avisit is organised to one or more of its manufacturing sites. Details of the program arealso available at http://www.atul.co.in/investors/ familiarisation_program.html

17. K ey Managerial Personnel and employees

17.1 Appointments and cessations of the Key Managerial Personnel

There were no appointments / cessation of the Key Managerial Personnel during 2016-17.17.2 Remuneration

The Remuneration Policy of the Key Managerial Personnel and other employees consists ofthe following: 17.2.1 Components: i) Fixed pay a. Basic salary b. Allowances c.Perquisites d. Retirals ii) Variable pay

17.2.2 Factors for determining and changing fixed pay i) Existing compensation ii)Education iii) Experience iv) Salary bands v) Performance vi) Market benchmark

17.2.3 Factors for determining and changing variable pay i) Business performance ii)Individual performance iii) Grade

18. Analysis of remuneration

The information required pursuant to Sections 134 (3)(q) and 197 (12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company forms part of this Report.However as per the provisions of Sections 134 and 136 of the Act the Report andthe Accounts are being sent to the Members and others entitled thereto excluding theinformation on employees' particulars which are available for inspection by theMembers at the registered office of the Company during business hours on workingdays of the Company up to the date of ensuing AGM.

Any Member interested in obtaining a copy of such statement may write to the CompanySecretary at the Registered office of the Company.

19. Management Discussion and Analysis

The Management Discussion and Analysis Report covering performance of the two reportingsegments namely LSC and POC is given at page number 46.

20.other Corporate Governance Report

20.1 Statement of declaration given by the Independent Directors.

The Independent Directors have given declarations under Section 149 (6) of theCompanies Act 2013. 20.2 Report The Corporate Governance Report along with thecertificate from the Statutory Auditors regarding compliance of the conditions ofCorporate Governance pursuant to Regulation 34 (3) read with Schedule V of the Securitiesand Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 isgiven at page number 53. Details about the number of meetings of the Board held during2016-17 are given at page number 56. The composition of the Audit Committee is given atpage number 59.

All the recommendations given by the Audit Committee were accepted by the Board.

20.3 Whistle-blowing Policy

The Board on the recommendation of the Audit Committee had approved a vigilmechanism (Whistle-blowing Policy). The policy provides an independent mechanism forreporting and resolving complaints pertaining to unethical behaviour actual or suspectedfraud and violation of the Code of Conduct of the Company and is displayed on the website(of the Company) at http://www.atul.co.in/ investors/pdf/Whistle_Blowing_Policy.pdf Nopersonnel has been denied access to the Audit Committee.

21. Business Responsibility Report

As per Regulation 34 of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBusiness Responsibility Report is given at page number 68.

22. Dividend Distribution Policy

As per Regulation 43A of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theDividend Distribution Policy is given at page number 74.

23. Acknowledgements

The Board expresses its sincere thanks to all the employees customers supplierslenders regulatory and Government authorities Stock Exchanges investors for theirsupport.

For and on behalf of
the Board of Directors
Mumbai (Sunil Siddharth Lalbhai)
May 05 2017 Chairman and Managing Director

 

Table
Evaluation of Evaluation by Criteria
Non-independent Director (Executive) Independent Directors Qualification Experience Availability and attendance Integrity Commitment Governance Transparency Communication Business leadership People leadership Investor relations
Non-independent Director (Non-executive) Independent Directors Qualification Experience Availability and attendance Integrit y Commitment Governance Independence Communication Preparedness Participation and Value addition
Independent Director All other Board Members Qualification Experience Availability and attendance Integrity Commitment Governance Independence Communication Preparedness Participation and Value addition
Chairman Independent Directors Qualification Experience Availability and attendance Integrity Commitment Governance Impartiality Communication Business leadership People leadership and Meeting conduct
Committees Board Members Composition Process and Dynamics
Board as a whole Independent Directors Composition Process and Dynamics

1. Conservation of energy technology absorption and foreign exchange earnings andoutgo 1.1 Conservation of energy

1.1.1 Measures taken i) Installation of new efficient boiler to enhance co-generationof steam and electricity ii) Implementation of encon scheme to generate low pressure steamfrom autoclave cooling and fractionation system iii) Replacement of 19 bar steam with 7bar to reduce electricity generation cost 1.1.2 Additional investments and proposals ifany being implemented i) Optimisation of cooling water networks to decrease pumpingenergy ii) Recovery and use of steam condensate as boiler feed water iii) Replacement ofconventional agitators by energy efficient agitators

1.2 T echnology absorption

1.2.1 Research and Development i) Specific areas in which Research and Development(R&D) was carried out by the Company:

The Company focused its R&D efforts on process improvement of its existingproducts recovery of products from pollutants and process development of new products andformulations. The R&D departments also helped in trouble-shooting in manufacturingdepartments. ii) Benefits derived from R&D:

The Company was able to increase yields decrease consumption of raw materials andsolvents recover from pollutants and introduce new products and formulations. iii) Futureplan:

The Company is investing further in people and equipment so as to strengthen itsR&D and thereby enhance its capability to face the future. iv) R&D expenditure:

(Rs. cr)
Capital Recurring Total Total R&D expenditure as a percentage of total sales
18.93 19.00 37.93 1.44

1.2.2 T echnology absorption adaptation and innovation i) Efforts in brief madetowards technology absorption adaptation and innovation:

The Company upgraded many of its processes and operations imbibing new technology usingmore efficient equipment and incorporating automation. ii) Benefits derived as a result ofthe above efforts for example product improvement cost reduction product developmentimport substitution: The above efforts have resulted in quality improvement enhancedyields higher throughput and reduction in manpower. iii) Technology if any importedduring last 3 years reckoned from the beginning of the financial year:

The Company did not import any technology.

1.3 F oreign exchange earnings and outgo

1.3.1 Export sales: activities development initiatives and future plan

The Company sold its products in 68 countries directly and through its subsidiarycompanies in the USA the UK the UAE China and Brazil. Sales outside India*increased by 16% from Rs. 1148 cr to Rs. 1332 cr mainly due to higher volumes ascompared to the previous year. The Company is taking further steps to strengthen itsinternational marketing network. * Free On Board (FOB) value

1.3.2 Total foreign exchange earnings and outgo
(Rs. cr)
Particulars 2016-17 2015-16
Earnings
Exports – FOB value 1332.49 1148.03
Dividend etc 5.27 24.48
Outgo
Loan repayment 218.08 132.58
Payment for raw materials books and periodicals dividend etc 411.07 392.69

2. Subsidiary associate and joint venture companies 1 2.1 Operationalcompanies

(Rs. cr)
No. Name Equity share capital Reserves and surplus Total assets Total liabilities Investments Turnover Profit before tax Provision for tax Profit after tax Dividend % shareholding Reporting currency
Subsidiary companies
01. Amal Ltd 7.03 (8.14) 4.87 5.98 0.02 28.67 8.89 8.89 36.74 INR
02. Atul Bioscience Ltd 10.84 11.96 54.51 31.71 0.01 64.80 11.65 4.12 7.53 6.50 100 INR
03. Atul Biospace Ltd 8.46 1.91 10.65 0.28 5.10 11.60 1.68 0.59 1.09 100 INR
04. Atul Brasil Quimicos Ltda 1.46 (1.26) 0.70 0.50 0.05 (1.06) (1.06) 100 BRL
05. Atul China Ltd 3.19 (1.21) 18.78 16.79 77.47 0.10 0.10 100 CNY
06. Atul Crop Care Ltd 0.05 0.93 1.70 0.72 0.14 8.04 0.51 0.13 0.38 26 INR
07. Atul Europe Ltd 26.61 1.70 71.11 42.80 7.48 180.12 7.36 0.65 6.71 5.27 100 GBP
08. Atul Finserv Ltd 12.61 2.76 15.48 0.11 14.25 0.59 0.24 0.24 100 INR
09. Atul Infotech Pvt Ltd 0.16 11.00 14.72 3.56 0.02 3.33 0.47 0.14 0.33 100 INR
10. Atul Middle East FZ LLC 0.53 (0.28) 0.26 0.01 (0.14) (0.14) 100 AED
11. Atul Rajasthan Date Palms Ltd 8.11 0.33 22.64 14.20 0.65 0.32 0.03 0.29 74 INR
12. Atul USA Inc 12.97 5.09 43.28 25.22 196.01 1.42 0.48 0.94 100 USD
13. DPD Ltd 2.02 11.08 15.35 2.25 16.34 5.01 0.97 4.04 4.04 98 GBP
14. Lapox Polymers Ltd 0.05 0.80 1.96 1.11 0.11 7.53 0.32 0.11 0.21 20 INR
Joint venture company
01. Rudolf Atul Chemicals Ltd 5.84 14.51 40.35 20.00 73.11 14.64 5.11 9.53 17.91 50 INR

1 As per Ind-AS

2.2 Non-operational companies

(Rs. cr)
No. Name Equity share capital Reserves and surplus Total assets Total liabilities Investments Turnover Profit before tax Provision for tax Profit after tax Dividend % shareholding Reporting currency
Subsidiary companies
01. Aasthan Dates Ltd 2.10 (0.33) 1.77 0.03 100 INR
02. Anchor Adhesives Pvt Ltd 0.59 (0.18) 0.41 0.03 0.03 0.01 0.02 100 INR
03. Atul Aarogya Ltd 0.06 0.07 0.13 0.11 41.67 INR
04. Atul Ayurveda Ltd 0.06 0.02 0.08 0.04 41.67 INR
05. Atul Clean Energy Ltd 0.06 (0.01) 0.05 0.03 28.47 INR
06. Atul Deutschland GmbH 0.69 (0.24) 0.51 0.06 (0.03) (0.03) 100 Euro
07. Atul Elkay Polymers Ltd 0.05 (0.03) 0.15 0.13 0.01 (0.01) (0.01) 50 INR
08. Atul Entertainment Ltd 0.06 0.02 0.08 0.05 41.67 INR
09. Atul Fin Resources Ltd 2.50 (0.01) 2.50 0.01 0.01 (0.01) 100.00 INR
10. Atul Hospitality Ltd 0.06 0.02 0.08 0.03 41.67 INR
11. Atul Nivesh Ltd 2.50 (0.01) 2.49 0.01 0.01 (0.01) 100.00 INR
12. Atul (Retail) Brands Ltd 0.06 (0.01) 0.05 0.04 43.05 INR
13. Atul Seeds Ltd 0.06 0.06 0.03 41.67 INR
14. Biyaban Agri Ltd 1.09 (0.45) 0.64 0.01 (0.06) 100 INR
15. Jayati Infrastructure Ltd 0.06 0.06 0.03 (0.06) 41.67 INR
16. Osia Dairy Ltd 0.06 0.06 0.03 41.67 INR
17. Osia Infrastructure Ltd 0.06 0.06 0.04 40 INR
18. Raja Dates Ltd 4.10 (0.23) 4.67 0.80 0.01 (0.10) (0.10) 100 INR

AED: United Arab Emirate Dirham BRL: Brazilian Real CNY: Chinese Yuan GBP: GreatBritain Pound INR: Indian Rupee USD: United States Dollar

Rate of exchange considered as on March 31 2017 are 1 AED = Rs. 17.67 1 BRL = Rs.20.62 1 CNY = Rs. 9.42 1 Euro = Rs. 69.25 1 GBP = Rs. 80.88 1 USD = Rs. 64.84 Below 2companies are under liquidation: a) Subsidiary company: Gujarat Synthwood Ltd b) Associatecompany: AtRo Ltd

6. Statement of particulars under Sections 134 (3)(q) and 197 (12) of theCompanies Act 2013 *

Particulars Status
i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year

Number of times

if total remuneration of the Director is considered if total remuneration of the Director excluding variable pay and commission is considered
R A Shah 2.99 0.56
S S Baijal 5.10 0.87
B S Mehta 3.73 0.75
H S Shah 1.90 0.30
S M Datta 2.68 0.44
V S Rangan 4.11 0.62
M M Chitale 2.86 0.37
S A Panse 2.86 0.37
B R Arora 2.86 0.37
S S Lalbhai 220.02 89.42
S A Lalbhai 70.20 29.56
B N Mohanan 36.65 27.43
T R Gopi Kannan 45.53 36.92
ii) Percentage increase in remuneration of each of the Director the Chief Financial Officer the Chief Executive Officer the Company Secretary or the Manager if any in the financial year Directors %
R A Shah 6.67
S S Baijal 3.80
B S Mehta 3.45
H S Shah (49.21)
S M Datta (21.82)
V S Rangan
M M Chitale 64.29
S A Panse 4.55
B R Arora
Chairman and Managing Director
S S Lalbhai 7.83
Managing Director
S A Lalbhai 9.64
Whole-time Director
B N Mohanan 12.49
Whole-time Director and Chief Financial Officer
T R Gopi Kannan 3.50
Company Secretary
L P Patni 13.66
iii) Percentage increase in the median remuneration of employees in the financial year 17.68%
iv) Number of permanent employees on the rolls of Company 2434
v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration Average increase for Key Managerial Personnel and for other employees was about 8%.
and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration There is no exceptional increase in remuneration of Key Managerial Personnel.
vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company It is affirmed that the remuneration is as per the Remuneration Policy of the Company.

* Read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and forming part of the Directors' Report for the year ended March 31 2017.