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Banco Products (India) Ltd.

BSE: 500039 Sector: Auto
NSE: BANCOINDIA ISIN Code: INE213C01025
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VOLUME 13816
52-Week high 276.25
52-Week low 192.00
P/E 15.56
Mkt Cap.(Rs cr) 1,587
Buy Price 0.00
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Sell Price 0.00
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OPEN 224.90
CLOSE 226.90
VOLUME 13816
52-Week high 276.25
52-Week low 192.00
P/E 15.56
Mkt Cap.(Rs cr) 1,587
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Banco Products (India) Ltd. (BANCOINDIA) - Director Report

Company director report

To

The Members of anco Products (India) Limited

Your Directors have pleasure in presenting the 56th Annual Report togetherwith the Audited Financial Statements of Banco Products (India) Limited ("theCompany") and its subsidiaries for the financial year ended on 31.03.2017.

1. OVERVIEW OF THE COMPANY'S PERFORMANCE :

Global economy in the year 2016-17 was characterized by subdued growth and geopoliticaluncertainties. In India the economy witnessed some path breaking initiatives such asdemonetization and passage of GST bill. Overall market in India showed signs of recoveryin FY 2017 though there was a temporary slow down for a few months post November 2016due to demonetization effect.

For your Company the year 2016-17 was yet another good year. Sales grew by 3.7%(consolidated 7.5%) while profit before tax expanded by 31% (consolidated 17%) over theprevious year.

Our strategy to create sustainable value for the organization is based on our focus onprofitable growth. Customer is at the centre stage of all our initiatives. In closecooperation with our customers we develop bespoke engineering solutions that are designedto deliver maximum efficiency under practical operating conditions. This innovation drivenapproach has helped us to establish and maintain leadership position as preferred enginecooling system provider to our customers in focus sectors such as Commercial Vehicles Agricultural tractors Off Highway equipments Power generation and Railways .

We continue to expand our customer and product portfolio. During the year under reviewyour Company accelerated product development initiatives and added new products for OEMReplacement and Exports markets. Flexibility in the designing approach speed inprototyping and in-house testing competence helps us to shorten time to marketsignificantly. During the year under review your Company successfully developed newcooling modules for BSIV compliant engines.

Your Company follows vertically integrated manufacturing approach. All the criticalcomponents are manufactured at our modern manufacturing plants located at Bhaili andWaghodia. During the year under review our plants increased production output andinitiated a number of continuous improvement initiatives to realize operations excellence.

At the same time we continue our relentless focus on cost and follow prudent financialdiscipline to improve efficiency across various organizational processes and functions.

These measures have helped your organization deliver improved top line and bottom lineperformance during the year under review and have reaffirmed solidity of the strategyfollowed.

2. FINANCIAL PERFORMANCE :

At a glance the summarized Standalone and Consolidated results of your Company aregiven below:

(Rs. in Crores)
PARTICULARS STANDALONE CONSOLIDATED
Year ended on 31.03.2017 Year ended on 31.03.2016 Year ended on 31.03.2017 Year ended on 31.03.2016
Total Turnover 502 484 1277 1188
Profit Before Taxation 135 103 140 119
Add / (Less) :
Provision for taxation (29) (22) (47) (35)
Deferred Tax Liability 1 1 3 6
Profit After Tax 107 82 96 90
Add :
Balance brought forward from
Previous Year 305 267 419 374
Profit available for Appropriation 412 349 515 464
Appropriations:
- Transfer to General Reserve (7) (7)
- Interim Dividend Paid (36) (4) (36) (4)
- Tax Paid on Interim Dividend (5) (5)
- Proposed Final Dividend (29) (29)
- Provision For Tax on Proposed Final Dividend (6) (6)
- Provision write back 6 1 6 1
Balance Carried to Balance Sheet 377 304 480 419

3. DIVIDEND:

Your Directors had declared and paid Interim Dividend during the year at 250% i.e. Rs.5/- per equity share of Rs.2.00 each absorbing Rs.35.76 Crores as dividend and Rs. 4.75Crores as Tax on Dividend (as per applicable provision under Section 115BBD of Income TaxAct) and have recommended final dividend at 200% i.e. Rs.4/- per equity share of Rs.2.00each for the financial year ended on 31.03.2017 as compared to Rs.4.60 per equity share(230%) during previous year.

The total dividend for the financial year ended 31st March 2017 would accordingly beRs.9/- per equity share of Rs.2.00 each i.e.450%.

4. RESERVE:

The Company has not transferred any amount to reserve.

5. OPERATIONS AND STATE OF AFFAIRS:

The Company undertook several initiatives during the year to upgrade technology andquality at its plants. We will accelerate investments in the coming year to meet futuregrowth in demand.

Our Research and Development capabilities including test equipments and designsoftware are being improved in line with modern practices. Our R& D spend during theyear was placed at 0.91% of turnover. Sales and Profit for Banco Products (India) Ltd.stood at:

(Rs.In Crores)
Particulars Year ended on 31.03.2017 Year ended on 31.03.2016
Sales (Net) 502 484
Profit after Tax (PAT) 107 82

During the period under review the Company's Domestic sales stood at Rs. 382 crores asagainst Rs.338 crores in the previous year. We expanded our business both in OEM andReplacement market

EXPORT SALES:

During the period under review the Company's Export sales stood at Rs. 120 crores asagainst Rs.146 crores in the previous year. Slow growth in global markets increasingcompetition and delay in realization of some customer projects besides Foreign Exchangefluctuations led to underperformance in export markets.

Overall sales mix was placed at Domestic 76% (previous year 70%) and Export 24%(previous year 30%).

6. MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("LODR") is includedin this report as per Annexure "A". Certain statements in this said report maybe forward looking. Many factors may affect the actual results which could be differentfrom what the Directors envisage in terms of the future performance and outlook. Theimportant factors that could influence the Company's operations include global anddomestic demand and supply conditions affecting selling prices of finished goods inputavailability and prices changes in government regulations tax laws economicdevelopments within the country and other factors.

7. CORPORATE SOCIAL RESPONSIBILITY:

The Company believed that it is vital for surrounding communities and stakeholders toprogress with the Company.

In compliance with the requirements of Section 135 of the Act. read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors haveconstituted a Corporate Social Responsibility Committee. The details of membership of theCommittee & the meetings held are detailed in the Corporate Governance Report formingpart of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on therecommendation of the Corporate Social Responsibility Committee is available on thewebsite of the Company as per the web link provided in the report on Corporate SocialResponsibility Activities as per Annexure "B" to this Report.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

In accordance with the provisions of Section 134(3)(m) of the Act read with Rule 8 ofThe Companies (Accounts) Rules 2014 the relevant information pertaining to Conservationof Energy Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as perAnnexure "C" to this Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) of the Companies Act 2013 your directors would like tostate: i) that in the preparation of the annual financial statements for the year ended31st March 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; ii) that such accounting policieshave been selected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany for the year ended 31st March 2017 and of the profit and loss of the Company forthat period; iii) that the proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; iv) that the annual financial statements have been prepared on agoing concern basis; v) that the proper internal financial controls were in place and thatthe financial controls were adequate and were operating effectively; vi) that the propersystems have been devised to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Shri Praveen Rao was appointed as Chief Executive Officer-CEO (KeyManagerial Personnel) w.e.f. 12.11.2016 and re-designated as President – Sales andMarketing w.e.f. 27.04.2017. Accordingly he ceased to be Chief Executive Officer (KeyManagerial Personnel) of the Company.

Further Shri Rajendra Jayantilal Anandpara (DIN: 02461259) has been appointed asAdditional Director to hold office upto the date of next Annual General Meeting andManaging Director of the Company w.e.f. 27.04.2017 for a period of 3 years on therecommendation of the Nomination and Remuneration Committee. All Independent Directorshave given declarations that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 ("the Act") and LODR.

In accordance with the provisions of the Act and rules made thereunder Mrs. HimaliHarnish Patel (DIN : 07081636) retires by rotation at the forth coming Annual GeneralMeeting and being eligible offers herself for reappointment. Appropriate resolutions forthe appointment/re-appointment of Directors as detailed above are being placed for yourapproval at the forthcoming Annual General Meeting.

10.1 PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and LODR the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its requisite Committees.

The evaluation has been carried out with a well structured questionnaires taking intoconsideration various aspects and roles of the Board and its Committees such as knowledgeskills conduct integrity contribution in setting up and achieving goals etc. The Boardof Directors expressed their satisfaction with the evaluation process.

10.2 POLICY ON DIRECTORS' NOMINATION APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy in relation to remuneration of Directors. The policy also lays down thecriteria for selection and appointment of Directors Senior Management and theirremuneration. The detailed Remuneration Policy is stated in the Corporate GovernanceReport.

10.3 DISCLOSURE OF REMUNERATION PAID TO DIRECTORS:

The details of remuneration paid to the Directors is given in the Report on CorporateGovernance.

11. NUMBER OF BOARD MEETINGS:

The details of 8 Board Meetings held during the financial year 2016 – 2017 areprovided in the Report on Corporate Governance and forms part of this report.

12. AUDIT COMMITTEE:

The details regarding the Composition power and role of Audit Committee are providedin Report on Corporate Governance and forms part of this report.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil Mechanism provides achannel to the employees and Directors to report to the management concerns aboutunethical behavior actual or suspected fraud or violation of the Codes of Conduct orpolicy. The mechanism provides for adequate safeguards against victimization of employeesand Directors to avail of the mechanism and also provides for direct access to theChairman of the Company / Chairman of the Audit Committee in exceptional cases. The VigilMechanism / Whistle Blower Policy are available on Company's website athttp://www.bancoindia.com/wp-content/uploads/2017/06/ Vigil_Mechanism.pdf

14. RISK MANAGEMENT POLICY:

Pursuant to the requirement of LODR the Company has formed Risk Management Policy toensure appropriate risk management within its systems and culture. The Company operates ina competitive environment and is generally exposed to various risks at different timessuch as technological risks business risks operational risks financial risks etc. TheBoard of Directors and the Audit Committee of the Company periodically review the RiskManagement Policy of the Company so that the Management can control the risk throughproperly defined network.

The Company has a system based approach to business risk management backed by stronginternal control systems.

The Corporate Governance Policy clearly lays down the roles and responsibilities of thevarious entities in relation to risk management. A range of responsibilities fromstrategic to the operational is specified in the Governance Policy. These role definitioninteralia are aimed at ensuring formulation of appropriate risk management policies andprocedures their effective implementation and independent monitoring and reporting byInternal Audit.

A strong independent Internal Audit Function at the corporate level carries out riskfocused audits across all businesses enabling identification of areas where riskmanagements processes may need to be improved. The Board reviews internal audit findingsand provides strategic guidance on internal controls monitors the internal controlenvironment within the Company and ensures that Internal Audit recommendations areeffectively implemented.

The combination of policies and procedures adequately addresses the various risksassociated with your Company's businesses.

15. CORPORATE GOVERNANCE:

Pursuant to LODR the Report on Corporate Governance forms an integral part of thisReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance is attached to the Report on CorporateGovernance. The Company has paid the requisite Annual Listing Fees to the Stock Exchanges.

16. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management andAdministration) Rules 2014 extract of Annual Return is annexed as per Annexure"D" to this Report.

17. AUDITORS:

17.1 STATUTORY AUDITORS:

The Shareholders have approved the appointment of M/s. Manubhai & Shah LLPChartered Accountants Ahmedabad as Statutory Auditor.

The proposal for ratification of appointment of M/s. Manubhai & Shah LLP CharteredAccountants Ahmedabad is included in the Notice of Annual General Meeting. They haveconfirmed their eligibility under section 141 of the Act by furnishing requisitecertificate as well as consent and the Rules framed thereunder for ratification as Auditorof the Company.

17.2 INTERNAL AUDITORS:

Your Company has appointed M/s. Sharp & Tannan Chartered Accountants Vadodara asthe Internal Auditors to carry out the Internal Audit of various operational areas of theCompany.

17.3 SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 your Company has appointed M/s.J.J. Gandhi & Co. Practising Company Secretaries Vadodara as Secretarial Auditor ofthe Company. The Secretarial Audit Report is annexed herewith as per Annexure"E" to this Report. The report is self-explanatory. The requisite explanation isprovided in Report on Corporate Governance under the heading of Dematerialization ofShares as on 31.03.2017.

18. SUBSIDIARY COMPANIES:

18.1 NEDERLANDSE RADIATEUREN FABRIEK B.V - NETHERLANDS:

Nederlandse Radiateuren Fabriek B.V Netherlands and its subsidiaries are engaged inthe business of manufacturing and distribution of heat transfer products. During the yearthe Company has taken many initiatives in the areas of production marketing distributionand other operational areas. We expect that these initiatives will yield results in timeto come and result in improvement in the performance.

18.2 LAKE MINERAL (MAURITIUS) LIMITED – MAURITIUS:

A Wholly Owned Subsidiary viz. Lake Mineral (Mauritius) Limited and its subsidiary arein operations.

18.3 BANCO GASKETS (INDIA) LIMITED – VADODARA:

In terms of the requisite approvals of Shareholders the Gasket Divisions of theCompany was transferred to its Wholly Owned Subsidiary Company viz. Banco Gaskets (India)Limited with effect from 31.03.2012 and is in operation.

Pursuant to Section 129(3) of the Act the statement containing the salient features ofthe financial statement of the Company's Subsidiaries is annexed as per Annexure"F" to this Report.

The determination of Material Subsidiary is in compliance with LODR.

19. PARTICULARS OF EMPLOYEES:

The Statement pursuant to Section 197(12) of the Act and Rule 5(1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as perAnnexure "G" to this Report. The information required under Section 197(12) ofthe Act and Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of various employees of the Company forms part of thisreport as per Annexure "H".

20. RELATED PARTY TRANSACTIONS:

During the year certain transactions entered into with the Related Parties as definedunder the Act and LODR during the financial year ended on 31.03.2017 were in the ordinarycourse of business and on arms length basis and hence do not attract the provisions ofSection 188 of the Companies Act 2013.

During the year certain transactions entered into with the Related Parties as definedunder the Companies Act and LODR during the financial year ended on 31.03.2017 were onarms length basis but not in the ordinary course of business. Hence the disclosure inform AOC 2 is given as "Annexure I".

All the Related Party Transactions are reviewed by the Audit Committee on quarterlybasis and it has granted an omnibus approval for all Related Party Transactions which arewithin its purview.

There were no materially significant transactions with related parties during thefinancial year which were in conflict with the interest of the Company. Suitabledisclosure as required by the Accounting Standar ds (AS18) has been made in the notes tothe Financial Statements.

The Board has approved a Policy on Related Party Transactions which has been uploadedon the Company's website athttp://www.bancoindia.com/wp-content/uploads/2017/06/Policy_on_Related_Party_Transactions.pdf Disclosure of Related Party Transactions are available in theFinancial Statement.

21. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN AND INVESTMENTS MADE BY THE OMPANY:

The details pursuant to Section 186 of the Act regarding investments made by theCompany are given as per Annexure "J" to this Report.

22. SHARE CAPITAL:

As on 31st March 2017 the paid up equity share capital of your Company was Rs.14.30crores. During the year under review the Company has not issued any shares.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

The summary of sexual harassment complaints received and disposed off during thefinancial year 2016 –2017 is as under:

Number of Complaints Received Nil
Number of Complaints Disposed Off Nil

24. DEPOSITS :

The Company has neither accepted nor renewed any deposits during the year under review.

25. INSURANCE :

All the properties and insurable interests of the Company including buildings plantand machineries and stocks have been adequately insured.

26. INDUSTRIAL RELATIONS :

Overall industrial relation continued to be cordial. Your Directors place on recordtheir appreciation for the continued support and co-operation of all the employees.

27. INTERNAL FINANCIAL CONTROL

The Company has appropriate internal financial control systems and procedures in placewith regard to effective utilization of resources efficiency in operation financialreporting and compliance with various rules and regulations and keeping in view theorganisation's pace of growth and increasing areas of operations.

The internal auditors conduct extensive audits throughout the year across all locationsand across a ll functional areas and submit their reports to the Audit Committee of theBoard of Directors.

28. DETAILS OF FRAUD REPORTING IF ANY.

Neither any Fraud has been reported by auditors under Section 143 (12) of the CompaniesAct 2013 nor there was any fraud reportable to the Central Government.

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors and trainingwith the Company their roles rights responsibilities nature of the industry in whichthe Company operates business model of the Company and related matters are put up on thewebsite of the Company athttp://www.bancoindia.com/wp-content/uploads/2017/06/FamiliarizationProgrammsforIndependentDirectors.pdf

30. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiencyand various employee engagement programmes which have helped the Organization achieveinghigher productivity levels. A significant effort has also been undertaken to developleadership as well as technical/ functional capabilities in order to meet future talentrequirement.

The Company's HR processes such as hiring fair transparent online performanceevaluation and talent management process state-of-the-art workmen development process andmarket aligned policies have been seen as benchmark practices in the Industry.

31. MATERIAL CHANGES AND COMMITMENTS

Your Directors are of the opinion that there are no material changes and commitmentsaffecting financial position of the Company which have occurred between end of financialyear of the Company and the date of this report.

32. SAFETY HEALTH AND ENVIRONMENT SAFETY

The Company has been continuously exercising effective safety health and environmentpolicies. Water and air pollution control measures are successfully operated andindustrial trade effluents are used for gardening.

The tree plantation at the factory site is maintained properly and the same are beingduly taken care of.

33. WEB LINKS

Web links related to various policies are available in the Corporate Governance Report.

34. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

35. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

No order was passed by any regulator court or tribunal impacting Company's operationin future during the year under review.

36. ACKNOWLEDGEMENT :

Your Directors wish to convey their gratitude and place on record its deep appreciationfor the co-operation and continued support received by the Company from GovernmentCustomers Shareholders Vendors Bankers and Employees at all levels during the year.

By the order of the Board
Date : 31.07.2017 Mehul K. Patel - Chairman
Place: Bil (DIN : 01772099)

ANNEXURE "C"

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014] A. CONSERVATION OF ENERGY :

(i) In line with the Company's commitment towards conversation of energy the Companycontinued with their efforts to the possible extent through conversion of processequipments installation of energy saving devices effective energy management study etc.The steps taken in this direction are as under :

• LED fixtures for street light installed

• LED flood light installed FGS 100 Watt

• Office LED lighting

• Inspection LED Table Area in plant

• Compressor with VFD installed

• APFC Capacitor installed

(ii) The steps taken by the Company for utilizing alternate sources of energy are asunder :

• Solar Power Plant installed at Lucknow.

• Solar Power Plant installed at Zaheerabad.

(iii) The Capital Investment on energy conservation equipments during the financialyear 2016-17 is Rs. 8.18 lakh.

B. TECHNOLOGY ABSORPTION : Research and Development :

(i) The efforts made towards technology absorption during the period under review are :

• To enhance the engine life by developing radiators oil coolers and intercoolersto give higher heat transfer efficiency.

• To enhance fuel efficiency and conserve fossil fuels by developing lightweightradiators by switching over to lower mass materials.

• To develop compact coolers to reducing space available under bonnet in futurevehicles.

• To develop new materials with suppliers to improve product life to address longterm corrosion challenges.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution :

• Because of the Research and Development activities the Company could developnew processes and products which enhance the product life.

• The Company could develop products at lower cost to substitute coolers earlierimported by OEMs at higher cost.

• The Company could develop products meeting with the international standardsthereby increasing exports to earn foreign exchange.

(iii) In case of imported technology (imported during the last three years reckonedform the beginning of the financial year) are :

Details of Technology Imported Year of Import Whether the technology has been fully Absorbed / Implemented If technology not fully absorbed areas where absorption has not taken place and the reasons thereof
None

(iv) The expenditure incurred on Research and Development are :

(Rs. In Lakh)
Expenditure on R&D 2016-2017 2015-2016
1. Capital 20.07 213.53
2. Recurring 438.36 450.59
3. Total 458.43 664.12
4. Percentage of R&D Expenditure to Total Turnover 0.91% 1.37%

 

C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
(Rs. In Lakh)
2016-2017 2015-2016
1. Foreign Exchange earned in terms of Actual Inflows 19689.60 16552.48
2. Foreign Exchange outgo in terms of Actual Outflows 16418.36 13225.79

 

By the order of the Board
Date : 31.07.2017 Mehul K. Patel – Chairman
Place: Bil (DIN : 01772099)

ANNEXURE "G"

Statement pursuant to Section 197(12) of the Companies Act 2013 and Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(1) The Percentage Increase in remuneration of each Directors Chief Financial OfficerChief Executive Officer and Company Secretary during the Financial year 2016-17. The ratioof the remuneration of each Director to the median remuneration of the employee of thecompany for the Financial year 2016-17 and the comparison of remuneration of each KeyManagerial Personnel (KMP) against the performance of the Company are as under :

(Rs. in Lakh)
Name of Director/ KMP Designation Remuneration for the Financial year 2016-17 % increase in Remuneration in the Financial year 2016-17 Ratio of Remuneration of each Directors/ KMP to median remuneration of Employees
1 Himali Patel Whole Time Director & CFO 13.49 15.17 4.87
2 Subhasis Dey* Managing Director 23.26 * *
3 Praveen Rao** Chief Executive Officer-CEO 35.82 ** **
4 Sagar Pandya*** Company Secretary 5.45 *** ***

* Details not given as he was Managing Director for part of the Financial year i.e upto30.04.2016.

** Details not given as he was Chief Executive Officer-CEO (KMP) for part of theFinancial year i.e from 12.11.2016.

*** Details not given as he was Company Secretary for part of the previous financialyear ended on 31.03.2016.

# Resigned and Joined employees have not been considered in the calculation of median.

(2) # The median remuneration of employees of the company during the Financial year wasRs. 2.79 Lakh PA. (3) In the Financial year there was an increase of 2.57 % in the medianremuneration of the employees. (4) There was 548 nos of Employees was on roll of thecompany as on 31.03.2017.

(5) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2016-17 was 16.53 % whereas thedecrease in the managerial remuneration for the same financial year was 22.18%.

(6) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Ke y Managerial Personnel and other Employees.

For and Behalf of the Board
Date : 31.07.2017 Mehul K. Patel – Chairman
Place: Bil (DIN : 01772099)

Annexure - I Form AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's lengthbasis : Not Applicable a. Name(s) of the related party : and nature of relationship b.Nature of contracts/arrangements : /transactions c. Duration of the contracts / :arrangements/transactions d. Salient terms of the contracts or : arrangements ortransactions including the value if any e. Justification for entering into such :contracts or arrangements or transactions f. Date(s) of approval by the Board : g. Amountpaid as advances if any : h. Date on which the special resolution was : passed in generalmeeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's lengthbasis a. Name(s) of the related party and nature of : Banco Aluminium Limited

Relationship
b. Nature of contracts/arrangements/ Transactions A) Sale of Factory Building located at Block no. 234 Dabhasa Taluka Padra Dist Vadodara for an aggregate consideration of Rs. 52500000/-
B) Sale of Training Centre located at Block No. 388 Bil Dist Vadodara for an aggregate consideration of Rs. 68500000/-
c. Duration of the contracts / arrangements / Transactions One time Agreement
d. Salient terms of the contracts or arrangements or transactions including the value if any: A1) The aggregate amount of consideration of Rs. 52500000/- was received at the time of execution of the requisite sale transfer documents and thereafter the possession of the factory building was handed over.
A2) All the transfer related expenses like stamp duty and registration charges paid by purchaser.
B1) The aggregate amount of consideration of Rs. 68500000/- was received at the time of execution of the requisite sale transfer documents and thereafter the possession of the factory building was handed over.
B2) All the transfer related expenses like stamp duty and registration charges paid by purchaser.
e. Date(s) of approval by the Board if any 12.11.2016
f. Amount paid as advances if any A) Not applicable. Since entire consideration received at the time of execution of documents.
B) Not applicable. Since entire consideration received at the time of execution of documents.

 

For and behalf of the Board
Place : Bil Mehul K. Patel
Date : 31.07.2017 Chairman (DIN : 01772099)