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Ballarpur Industries Ltd.

BSE: 500102 Sector: Industrials
NSE: BALLARPUR ISIN Code: INE294A01037
BSE LIVE 15:52 | 02 Dec 16.60 -0.20
(-1.19%)
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16.80

HIGH

17.35

LOW

16.20

NSE LIVE 15:53 | 02 Dec 16.65 -0.15
(-0.89%)
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17.00

HIGH

17.35

LOW

16.20

OPEN 16.80
PREVIOUS CLOSE 16.80
VOLUME 880224
52-Week high 21.80
52-Week low 11.80
P/E
Mkt Cap.(Rs cr) 1088.13
Buy Price 16.60
Buy Qty 45794.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.80
CLOSE 16.80
VOLUME 880224
52-Week high 21.80
52-Week low 11.80
P/E
Mkt Cap.(Rs cr) 1088.13
Buy Price 16.60
Buy Qty 45794.00
Sell Price 0.00
Sell Qty 0.00

Ballarpur Industries Ltd. (BALLARPUR) - Director Report

Company director report

Your Directors have pleasure in presenting the Seventy First Annual Report togetherwith the Audited Financial Statements for the financial year ended 31 March 2016.

FINANCIAL HIGHLIGHTS

The Company is in the process of transitioning from a 12 month financial year ending inJune to a 12 month financial year ending in March to comply with the requirement ofuniform accounting year (April-March) as prescribed in the Companies Act 2013 ("theAct"). Consequently the previous financial year (2014-15) was for a 9 month periodbetween 1 July 2014 and 31 March 2015 whereas the current financial year (201516) isfor 12 months between 1 April 2015 and ending 31 March 2016. Accordingly the figuresare not comparable for the periods under discussion. The subsequent financial years of theCompany shall comprise 12 months from April-March and data will be comparable.

OPERATIONS

A detailed review of the operations and performance of the Company is provided in theManagement Discussion and Analysis Report which is given as a separate chapter in theAnnual Report.

DIVIDEND

Given the tight liquidity situation faced by the Company your Directors have notrecommended any dividend on the equity share capital of the Company for the financial yearended 31 March 2016.

FIXED DEPOSITS

No amount of principal or interest on erstwhile fixed deposits was outstanding as on 31March 2016. Further the Company has not invited any fresh deposits.

DIRECTORATE

Mr. A.P. Singh Nominee Director of Life Insurance Corporation of India (LIC) hadresigned from the Board of Directors on 25 June 2015 as he had completed 2 terms of 3years each as a Nominee Director of LIC. Mr. Bhaskaran Nayar Venugopal was appointed asNominee Director of LIC on the Board with effect from 10 July 2015 pursuant to theprovisions of the Act and the Articles of Association of the Company .

To strengthen the leadership at the Board level with independent professionals inaccordance with the provisions of the Act read with the Articles of Association of theCompany and Regulation 16 (1)(b) of Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 {SEBI LODR} Mr. A. P. Singh wasappointed as an Additional Director (Independent) by the Directors on 10 July 2015 andsubsequently appointed as an Independent Director of the Company by Members at the AnnualGeneral Meeting (AGM) held on 30 September 2015 to hold office for a term of 5consecutive years upto 9 July 2020.

As per the provisions of the Act Mr. B. Hariharan retires by rotation at theforthcoming AGM and being eligible offers himself for re-appointment. His profile isprovided in the Corporate Governance Report.

The Nomination and Remuneration Committee has formulated criteria and policy for theidentification / appointment / removal of directors key managerial personnel & seniormanagement their remuneration and evaluation. The same is also briefed in the CorporateGovernance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration confirming that they meet thecriteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI LODR.

MEETINGS OF THE BOARD

The details of meetings of the Board of Directors of the Company are contained in theCorporate Governance Report.

PROMOTER GROUP

The Company is a part of the Avantha Group one of India's leading businessconglomerates led by the Chairman Mr. Gautam Thapar. The Avantha Group has a

FINANCIAL HIGHLIGHTS

Particulars

STANDALONE

CONSOLIDATED

2015-161 2014-15 2015-16 2014-15
Net Sales 580.53 446.27 4221.36 3193.75
Profit before Interest Depreciation Amortisation and Taxes 130.39 69.30 732.27 559.73
Less: Finance Cost 56.27 35.99 463.16 276.17
Profit before Depreciation Amortisation and Taxes 74.12 33.31 269.11 283.56
Less: Depreciation and Amortisation 58.10 44.35 264.56 203.00
Profit / (Loss) for the year before Tax 16.02 -11.04 4.55 80.56
Other Income - - 23.08 -
Exceptional item - - - -2.55
Less: Tax Expense -1.75 -19.98 -8.93 -16.86
Profit / (Loss) after Tax 17.77 8.94 36.56 94.87
Profit/ (Loss) from discontinued activities - - -265.97 -141.77
Less: Minority Interest - - -69.28 -25.55
Add: Balance brought forward from the previous year 256.21 246.83 440.97 520.09
Add: Debenture Redemption Reserve no longer required 12.50 15.64 47.50 34.39
Leaving a surplus of which your directors recommend be appropriated as follows: 286.48 271.41 328.34 533.13
Transfer to General Reserve - - - -
Distribution on unsecured perpetual securities - - 87.38 61.63
Transfer to Debenture Redemption Reserve - - - -
Adjustment for Depreciation - -0.58 - 7.05
Payment of Dividend: - - - -
Proposed Dividend on 655523839 Equity Shares of Rs. 2 /- each @ 10 percent - 13.11 - 13.11
Add: Dividend Tax - 2.67 16.52 10.37
Balance carried forward to next year's Account 286.48 256.21 224.44 440.97

worldwide presence in 90 countries with more than 25000 employees. As required by theSEBI LODR the Company periodically discloses its Promoter Group and persons acting inconcert in the shareholding pattern and other filings with the Stock Exchanges.

SUBSIDIARY COMPANIES

The Company has three Indian subsidiaries viz. BILT Graphic Paper Products Limited(BGPPL) BILT Tree Tech Limited (BTTL) and Premier Tissues (India) Limited (PTIL) and fiveforeign subsidiaries viz. four based in The Netherlands namely Ballarpur InternationalHoldings B.V. (BIH) Bilt Paper B.V. (BPBV) Ballarpur Paper Holdings B.V. (BPH)Ballarpur Speciality Paper Holdings B.V. (BSPH) and Sabah Forest Industries Sdn. Bhd.(SFI) based in Malaysia. BTTL and PTIL are direct subsidiaries and BGPPL is a step downsubsidiary of the Company.

The report on the performance and financial position of each of the subsidiarycompanies included in the consolidated financial statement are provided in the Notes toAccounts.

The Company has no joint venture or associate companies.

CONSOLIDATION OF ACCOUNTS

Management Discussion and Analysis Report as annexed herewith comprises a note on theperformance of each of the subsidiaries. Further consolidated financial statements of theaccounts of the Company and its aforesaid 8 subsidiaries are annexed to this Report.

The performance and financial position of each of the subsidiaries are detailed in'Statement containing salient features of the financial statement of subsidiaries in formAOC I pursuant to Section 129 of the Act'.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31March 2016 and the date of the Board's report i.e. 30 May 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirm that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed and there is no material departure;

• They had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit of the company for the financial year;

• They had taken proper and sufficient care for maintenance of adequate accountingrecords as provided in the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities;

• The annual accounts of the Company have been prepared on a "goingconcern" basis;

• They had laid down internal financial controls to be followed by the Company andthat such controls are adequate and were operating effectively; and

• They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITORS & AUDITORS' REPORTS

The Statutory Auditors of the Company M/s. K. K. Mankeshwar & Co. retire at theensuing Annual General Meeting and being eligible offer themselves for reappointment onterms to be recommended by the Audit Committee and Board of Directors in relation to thefinancial year 2017 till the conclusion of the next Annual General Meeting. The Companyhas received requisite certificate to the effect that their re-appointment if made at theensuing Annual General Meeting would be in accordance with Section 141 (3)(g) of the Act.The re-appointment proposed is within the time frame for transition under the thirdproviso to sub section (2) of Section 139 of the Act.

Board's explanation to Auditors' qualified opinion:

"The qualified opinion of Statutory Auditors in their report on continuation ofUnit Kamalapuram of the Company as a going concern is self-explanatory and also suitablyexplained in Note No.B-36 of the Notes to the Financial Statements and does not requireadditional comment." Further pursuant to Regulation 34 (2) (a) of SEBI LODR theimpact of qualification in the Auditors' Report on the financial statements of the Companyis at present not ascertainable as the Company has represented to and accordingly hasreceived an order for concession in electricity duty and VAT from Telangana Government asincentive to restart the operations at Unit Kamalapuram. The Company has represented toAndhra Pradesh Government to give concessions on similar lines so that the manufacturingactivity can be recommenced at the said Unit.

The Board has appointed M/s PDS & Co. Company Secretaries to conduct SecretarialAudit of the Company for the financial year 2015-2016. The Secretarial Audit Report forthe said financial year is annexed to this report and does not contain any qualificationreservation or adverse remark.

As per Section 148 of the Act read with Companies (Cost Records and Audits) Rules2014 as amended on the recommendation of the Audit Committee the Board of Directors hasappointed M/s. Bahadur Murao & Co. Cost Accountants Shop No. 25 DDA Market 'B' -Block Preet Vihar Delhi - 110092 (Registration No. 000008) being eligible and havingsought appointment as Cost Auditors of the Company to carry out the cost audit of paperin relation to the financial year ending March 31 2017. The Company has received theirwritten consent that the appointment is in accordance with the applicable provisions ofthe Act and rules framed thereunder. The remuneration of the Cost Auditors has beenapproved by the Board of Directors on the recommendation the Audit Committee and therequisite resolution for ratification of remuneration of the Cost Auditors by the membershas been set out in the Notice of the Seventy First Annual General Meeting of yourCompany.

CORPORATE GOVERNANCE

The Statutory Auditors M/s. K. K. Mankeshwar & Co. have certified compliance ofthe Company with the provisions of Corporate Governance in terms of Chapter IV of theSEBI LODR (earlier Clause 49 of the Listing Agreement with Stock Exchanges). Pursuant tothe requirement of the SEBI LODR the report on Corporate Governance together with thesaid Compliance certificate is attached and forms part of this Report.

RELATED PARTIES TRANSACTIONS AND LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

During the period under review all transactions with related parties referred to insub-section (1) of Section 188 and Regulation 23 of SEBI LODR (earlier Listing Agreementwith Stock Exchanges) were in the ordinary course of business and at arm's length dulyreviewed / approved by the Audit Committee of the Company. Further there were no materialcontracts arrangements or transactions with related parties which require disclosure inForm AOC-2.

Details of intercompany loans / guarantees / investments by the Company under Section186 of the Companies Act 2013 are provided in the financial statements.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for internalfinancial controls within the meaning of explanation to Section 134 (5) (e) of theCompanies Act 2013. For the year ended 31 March 2016 the Board is of the opinion thatthe Company has sound internal financial controls commensurate with the nature and size ofits business operations; wherein controls are in place and operating effectively and nomaterial weaknesses exist. The Company has a process in place to continuously monitor theexisting controls and identify gaps if any and implement new and / or improved controlswherever the effect of such gaps would have a material effect on the Company's operation.

RISK MANAGEMENT

BILT has adopted the group risk management policy. Accordingly all operationalprocesses are duly covered to assess the risk level. Business risks are assessed byoperational management and steps are taken for the minimization of the same.

STATUTORY COMMITTEES

Details of various Committees of the Board viz. Audit Nomination & RemunerationStakeholders Relationship Corporate Social Responsibility and Risk Management Committeeconstituted in compliance of the provisions of the Companies Act 2013 and SEBI LODR viz.constitution purpose attendance etc. has been provided in the Corporate GovernanceReport as annexed with this Report.

The Board has accepted recommendations of the Committees wherever made.

STATUTORY POLICIES

In compliance of the various provisions of the Companies Act 2013 and SEBI LODR theCompany has made the following policies which are available on the website of the Company:

Policy on materiality of and dealing with related party transactions.

Policy for determining material subsidiaries of the company.

Corporate Social Responsibility Policy.

A Whistle Blower Policy covering all employees and Directors for the vigil mechanisminter alia providing a direct access to a whistle blower to the Chairman of the AuditCommittee.

The Company has a Policy on "Prevention of Sexual Harassment of Women atWorkplace" and matters connected therewith or incidental thereto covering all theaspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013". There was no such incident duringthe year.

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

As required by the Companies Act 2013 read with Companies (Accounts) Rules 2014particulars pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo are given in the prescribed format as annexed with thisReport as Annexure 1.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended is annexed with this Report as Annexure 2.

extract of the annual return

An extract of the Annual Return as of 31 March 2016 pursuant to the sub-section (3)of Section 92 of the Companies Act 2013 and forming part of the report is annexed withthis Report as Annexure 3.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee. A report on CSR activitiesundertaken by the Company as per CSR Policy of the Company in terms of said section andthe Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed with thisReport as Annexure 4.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and appreciation to all of the Company'semployees for their professionalism creativity integrity and efforts in effectiveutilisation of available resources for the Company's performance.

The Directors would also like to thank the employee unions shareholders customersdealers suppliers bankers government and all other business associates for theircontinued support extended to the Company.

For and on behalf of the Board of Directors

GAUTAM THAPAR

Chairman DIN 00012289

B. HARIHARAN

Group Director (Finance)

DIN 00012432

Date 30 May 2016

Place New Delhi

ANNEXURE TO BOARD’S REPORT

ANNEXURE1

Pursuant to clause (m) of sub-section 3 of section 134 of the Companies Act 2013 andRule 8(3) of the Companies (Accounts) Rules 2014

Unit: Shree Gopal

1. CONSERVATION OF ENERGY:

a) energy conservation measures TAKEN

Unit Shree Gopal continued it's efforts to improve energy usage efficiency and increasecontributions from renewable sources of energy. Innovative ways and new technologies wereexplored to reduce energy consumption. Some of the measures adopted across the company forenergy conservation were :-

Unit: Shree Gopal

1. Reduced power consumption by 130kW as per below details:

• After taking various water saving measures the unit could reduce operation of3.5 Nos. bore wells in a day resulted in reduction in power consumption to the tune of 105kW/ Hr.

• Replaced energy in-efficient motor of 90kW/ 8 pole with new energy efficientmotor of the vacuum pump at PM-4 resulted in reduction in power consumption to the tune of3 kW/Hr.

• Installed VFD for black liquor supply pump to Soda recovery in New Pulp Millresulted in reduction in power consumption to the tune of 3 kW/Hr.

• Replaced energy inefficient deaerator pump & motor in Old Power Plant withenergy efficient ones resulted in reduction in power consumption to the tune of 5 kW/Hr.

• Replaced HPSV (High Pressure Sodium Vapour) HPMV (High Pressure MercuryVapour) MH (Metal Halide) lamps of 400W250W 125W 70W with CFL (Compact fluorescentlamp) of 85W 45W 35W & 20 watt respectively resulted in reduction in powerconsumption to the tune of 14 kW/ Hr. In addition to this modified lighting circuits wereprovided to reduce run hrs of these lamps and hence further reduction in powerconsumption.

2. Recognitions and monetary benefits due to energy conservation drive in the mills:

The unit could achieve the following recognitions & benefits by virtue ofconsistent & continuous improvement in Energy Terms:-

• Achieved specific energy consumption reduction target of 6.45% given by BEEIndia under PAT-1 scheme.

• Earned 35047 REC (Renewable Energy Credit) under renewable energy generation inFY-2015-16.

• Enhanced safety & plant load management: Installed & commissioned 16NosMOCBs (Minimum Oil Circuit Breakers) for improved flexibility.

(B) Energy Conservation measures planned:

The following jobs have been planned for implementation to further reduce energy andwater consumption:-

Unit: Shree Gopal

1. To reduce heat loss in the mills by :-

a. Re-insulating the identified steam pipe lines in the mills.

b. Installing thermo compression devices at the identified places in order to utilizecondensate flash vapours.

c. Replacing identified malfunctioning steam traps in the mills.

2. Optimization of specific steam consumption at dryer section of all paper machines.

3. Replacement of old energy inefficient vacuum pumps at paper machines PM-1 & 2with energy efficient ones.

4. Replacement of identified inefficient motors with energy efficient motors in themills.

5. Replacement of old energy inefficient air compressors with energy efficientcompressors

6. Installation of VFDs at identified pumps and compressors in the mills..

7. To replace DC motors/drives with AC motors drives along with VFD's.

8. Replacement of old energy inefficient non-star rated Air Conditioners with BEE's(Bureau of Energy Efficiency) star rated window/ Split air conditioners in the mills.

9. Replacement of energy inefficient lighting fixtures with new energy efficientfixtures.

10. To Increase water recycling for further reduction in water consumption vis- a visreduction in power consumption.

B) steps taken by the company for

UTILIZING ALTERNATE SOURCES OF ENERGY

1. Utilization of waste wood dust from chipper house in coal boilers as a supplementfuel. Chipper Wood dust is mixed with coal and fired into coal boilers resulted inreduction in Fossil fuel (i.e. coal) consumption.

2. Utilization of Day sun light in the mills.

C) capital investment on energy

CONSERVATION EQUIPMENTS

Investment for FY2015-16:

Nil

2. TECHNOLOGY ABSORPTION

A) EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

Unit: Shree Gopal

1. Installed new showers at wire section of all paper machines resulted in reduction inwater consumption.

2. Installed compressed air drying system (refrigeration type) at Machine House-1 forpaper machines PM-1 2 & 4.

3. Installed new design dandy roll at PM-4 to improve paper quality & productivityboth.

4. Installed flexi doctoring system at paper machines PM-4 PM-5 and PM-7 to improveproductivity.

5. Introduced nano-technology based retention aid system to improve drainage andoverall ash and fiber retention.

6. Installed new QCS at PM-5 to improve paper quality.

B) BENEFITS DERIVED AS A RESULT OF THE ABOVE

Unit: Shree Gopal

• Reduction in Water Consumption from 101 m3/MT to 76 m3/MT of paper.

• Reliability improvement

• Improvement in product Paper quality

• Reduction in product cost.

• Improvement in customers' satisfaction

C) In case of imported Technology (imported during the last 3 years reckoned from thebeginning of the financial year)

a) Technology Imported Year of Import
1. Unit Shree Gopal : Nil N. A.
b) Has Technology been fully absorbed N. A.
c) If not fully absorbed areas where this has not taken place reasons therefore and future plan of action N. A.

D) Expenditure on R&D (including through approved agency)

a) Capital : Nil
b) Revenue : 4.77 Lacs
c) Total Expenses as a percent of turnover (Net) : 0.0102%
3. FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Foreign exchange used : 10.24 Rs in Crores
b) Foreign exchange earned : 6.76 Rs in Crores

For and on behalf of the Board of Directors

GAUTAM THAPAR

Chairman DIN 00012289

B. HARIHARAN

Group Director (Finance)

DIN 00012432

Date 30 May 2016 Place New Delhi

ANNEXURE 2

THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATIONAND OTHER DETAILS IN TERMS OF SUB-SECTION 12 OF SECTION 197 OF THE COMPANIES ACT 2013READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT And Remuneration OF ManagerialPERSONNEL) RULES 2014:

Note: The information provided below is on standalone basis for Indian Listed entity.

1. Ratio of the remuneration of each director to the median remuneration of all theemployees of the Company for the financial year;

SL. NO. NAME OF DIRECTOR RATIO OF REMUNERATION TO MEDIAN REMUNERATION OF ALL EMPLOYEES
1 Mr. Gautam Thapar 0.43
2 Mr. R. R. Vederah 0.24
3 Mr. B. Hariharan* 45.92
4 Mr. Sanjay Labroo 0.14
5 Mr. A.S. Dulat 0.67
6 Mr. Ashish Guha 0.48
7 Mr. B. Venugopal 0.10
8 Mr. A. P. Singh 0.53
9 Ms. Nandini Adya 0.19

*Whole-time Director (Group Director - Finance)

For the aforesaid purposes median remuneration has been computed by ascertaining theannualised median salary for all employees of the Company employed at any time during thefinancial year 2015-2016 in all categories whether workmen or white collar employees.Remuneration includes variable pay paid during the year.

2. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

a) Non-Executive Directors: No increase.

Non-executive directors' commission is as permitted by the Companies Act and approvedby the shareholders. In addition to fixed sitting fee to directors for attending board /committee meetings commission is distributed amongst the Non-Executive Directors based onthe Board's decision and in recognition of their additional contribution as committeemembers / chairman and involvement in company's initiatives and strategic directions.Remuneration for the financial year 2015-2016 comprises attendance based sitting fee only.

b) Key Managerial Personnel

sl. no. NAME % INCREASE IN REMUNERATION IN THE FINANCIAL YEAR
1 Mr. B Hariharan (WTD) # -
2 Mr. Anup Kansal (CEO)* 32.24
3 Mr. Neehar Aggarwal (CEO)** -
4 Mr. Akhil Mahajan (CS) 10

# N.A. since the same is pursuant to limits prescribed under Section 197 of theCompanies Act 2013

* upto 14 October 2015

** appointed w.e.f. 6 November 2015 and no remuneration is payable

3. The percentage increase in the median remuneration of employees in the financialyear 2015-16: 1.57%

4. The number of permanent employees on the rolls of Company as on 31 March 2016: 1389

5. Relationship between average increase in remuneration and Company performance:

There has been average decrease in remuneration of the employees during Financial Year2016. Unit Kamalapuram is under closure in view of this staff strength is reduced to thebare minimum level for sustaining the activities.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company; Refer point 5 above.

7. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedCompanies and in case of unlisted Companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year.

AS AT 31ST MARCH 2015 AS AT 31ST MARCH 2016 PERCENTAGE INCREASE / (DECREASE)
Market capitalisation Rs. 901 crores Rs. 898 crores (0.33)
Price earnings ratio 98.07 50.74 (48.26)

The closing market price of the shares of the Company as at 31 March 2016 was Rs.13.70 (BSE). The Company's Initial Public Offer (IPO) issue price is strictly notcomparable with the price of share as IPO which was made way back. Further there have beenrights issue of securities split and buy back of shares restructurings acquisitions anddisposals since last IPO.

8. Average decrease in salary compare to March 2015 Vs March 2016 due toexits/retirement not filled.

9. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company: Refer point 5 above.

10. The key parameters for any variable component of remuneration availed by theDirectors; As explained above.

11. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

The remuneration detail is stated in Annexure to the Board's Report under Section197(12) of the Companies Act 2013.

12. Remuneration is as per the remuneration policy of the Company.

SL. NO. NAME DESIGNATION / NATURE OF DUTIES REMUNERATION (RS.) QUALIFICATION EXPERIENCE (YEARS) DATE OF COMMENCEMENT OF EMPLOYMENT AGE (YEARS) LAST EMPLOYMENT AND DESIGNATION HELD BEFORE JOINING THE COMPANY PERIOD OF LAST EMPLOYMENT
1 Bhargava Anil Head-Corporate Affairs 27974628 B.Tech PGDIT TMP Cert 42 9 October 2000 64 Executive Director- Sales & Marketing Punj Lloyd Ltd. 4 Years
2 Kansal Anup* Chief Executive Officer 11501605 BE (Pulp & Papers); PG in Management 25 1 October 2009 50 GM (Marketing) Grindwell Norton Ltd. 3 Years
3 Gupta Brij Bhushan** Vice President - Internal Audit 6591428 B.Com. ACA CIA CISA 28 4 September 2006 51 Senior Manager Ernst & Young 2 Years
4 Hariharan B. Group Director - Finance 19076054 B.Sc. AICWA ACS ACA 36 19 August 1985 59 Private Practice M/s. K. Venkatchalam Aiyer & Co. 2 Years
5 Sablok Vinod Kumar*** Vice President - Law 8535118 B.Sc. LLB 39 22 February 2006 63 Head of India Legal Operations Lex India 4 Years

* upto 14 October 2015

** upto 14 August 2015

*** upto 31 December 2015

i) Employment is contractual. Other terms and conditions as per Company's rules.

ii) Remuneration includes salary allowances perquisites medical expenses leavetravel concession Company's contribution to provident and supernnuation funds gratuitypaid (if any) rent paid in providing residential accomadation and performance incentive

iii) None of the employees is related to any Director of the Company.

For and on behalf of the Board of Directors

GAUTAM THAPAR

Chairman DIN 00012289

B. HARIHARAN

Group Director (Finance)

DIN 00012432

Date 30 May 2016

Place New Delhi

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