To the Members of the Company
Your Directors have pleasure in presenting the 41stAnnual Report on thebusiness and operations of your Company with Audited Accounts for the year ended March 312016. The financial results of the Company are summarized below:
1. Results of our Operations:
The Companys financial performance for the year ended 31st March 2016is summarised below;
| || ||Rs. in Lacs |
|Particulars ||FY 2015-2016 ||FY 2014-2015 |
|Revenue from Operations ||36.44 ||11.16 |
|Other Income ||173.11 ||38.45 |
|Total Income ||209.55 ||49.61 |
|Purchases ||35.68 ||10.84 |
|Employee Benefit Expenses ||11.58 ||4.82 |
|Administration and Other Expenses ||49.01 ||20.66 |
|Sub-Total ||96.27 ||36.32 |
|Profit before Interest Depreciation and Tax ||113.28 ||13.29 |
|Depreciation and Amortization Expense ||0.67 ||3.57 |
|Profit before Interest and Tax ||112.61 ||9.72 |
|Finance Cost ||13.13 ||0.86 |
|Profit Before Tax & Extraordinary Items ||99.48 ||8.86 |
|Tax Expense || || |
|-Current Tax ||5.86 ||3.60 |
|-Deferred Tax Liability/(Assets) ||(0.07) ||(0.86) |
|Net Profit for the Year ||93.69 ||6.12 |
a. Review of operations and affairs of the Company:
During the year under review the Company has earned a profit before InterestDepreciation & Tax of Rs. 113.28 lacs as compared to previous year Rs. 13.30 lacs. Thenet profit for the year under review has been Rs. 93.69 lacs as compared to the previousyear net profit Rs. 6.12 lacs. Your Directors are continuously looking for avenues forfuture growth of the Company in Media and Entertainment Industry.
Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the company for furthering the growth of the Company.
c. Transfer to Reserves:
The entire net profit of the company for the FY 2015-2016 is retained as Surplus. TheCompany has not proposed to transfer any amount to any reserve.
During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules thereunder. There are no public deposits which are pending for repayment.
e. Particulars of loans guarantees or investments:
Loans and investments covered under Section 186 of the Companies Act 2013 form part ofthe notes to the financial statements provided in this Annual Report.
Further it is informed that the Company has neither given any guarantees nor providedany security during the Financial Year under review.
f. Particulars of contracts or arrangements made with related parties:
The particulars of contracts or arrangements with related parties referred to insection 188(1) of the Companies Act 2013 as prescribed in Form AOC-2 is appended asAnnexure I to this report. The Policy on Related Party Transaction is available on ourwebsite http://www.beekayniryat.co.in
g. Variation in market Capitalization:
During the financial year under review the Securities of your company were listed onBSE ltd and at The Calcutta Stock Exchange Limited (CSE) but no trading platform wasprovided by CSE. The market data of BSE ltd is as follows:
|Particulars Month wise ||High Price ||Low Price |
|Jan-16 ||16.25 ||10.65 |
|Feb-16 ||18.00 ||9.53 |
|Mar-16 ||17.25 ||10.85 |
Note : The company shares are listed in BSE ltd with effect from 12thJanuary 2016.
h. Managements Discussion and Analysis:
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 27 of SEBI (LODR) Regulations 2015 is not mandatory for ourcompany and hence the same has not been prepared.
i. Directors Responsibility Statement:
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:
i. in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed and there are nomaterial departures;
ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts for the financial year ended 31stMarch 2016 on a going concern basis;
v. the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. thedirectors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
j. Recommendations of the Audit Committee:
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.
2. Human Resource Management:
To ensure good human resources management at Beekay Niryat Limited we focus on allaspects of the employee lifecycle. This provides a holistic experience for the employee aswell. During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.
a. Particulars of employees:
The table containing the details of remuneration of Directors and Employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure II to this report.
There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Company currently does not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.
b. Key Managerial Personnel:
i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-Time Director:
Mr. Sree Gopal Bajoria (DIN: 01102078) is the Managing Director of the Company w.e.f.26th September 2014 till the date of this Report.
ii. Chief Financial Officer:
Mr. Damodar Prasad Sodhani has been appointed as the CFO of the Company w.e.f. 14thAugust 2014.
iii. Company Secretary:
Ms. Sangeeta Roy has been appointed as the Company Secretary and Compliance Officer ofthe company w.e.f. 6th May 2016
3. Corporate Governance:
Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Beekay Niryat Limited it isimperative that our company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders. The Company is committed tomaintain the highest standards of corporate governance and adhere to the corporategovernance requirements set out by SEBI. The Company has also implemented several bestcorporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Regulation 27 of SEBI (LODR)Regulations 2015 is not applicable to the company and hence the compliance of the same isnot mandatory. An undertaking /declaration from the Managing Director of the Company fornon-applicability is annexed herewith as Annexure- VI.
a. Auditors' certificate on Corporate Governance:
As required by Regulation 27 of SEBI (LODR) Regulations 2015 the Auditors' Certificateon Corporate Governance is not required.
b. Compliance Department:
During the year under review following changes took place with respect to theCompliance Officer of the Company:
Ms. Madhu Jaiswal Company Secretary was appointed as the Company Secretary and theCompliance Officer of the company on 31st March 2015 and resigned on 6thMay 2016 as the Company Secretary and Compliance Officer.
Ms. Sangeeta Roy Company Secretary and Compliance Officer at present continues to bethe Company Secretary and Compliance Officer of the company from 6th May 2016.
The compliance department of the company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.
c. Information on the Board of Directors of the Company:
During the year under review following changes took place in the Composition of Boardof Directors of the Company;
The Shareholders at the Annual General Meeting of the Company held on 26th September2015 approved the appointment of Mr. Manoj Kumar Choudhary (DIN:00131556) as IndependentDirector of the Company to hold office for five consecutive years for a term upto 9thOctober 2019.
d. Board Diversity:
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitehttp://www.beekayniryat.co.in
e. Details with regards to meeting of Board of Directors of the Company:
During the FY 2015-2016 6 (Six) meetings of the Board of Directors of the Company wereheld on 25.04.2015 30.05.2015 14.08.2015 26.09.2015 14.11.2015 13.02.2016.
f. Policy on directors appointment and remuneration:
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2016 the Boardconsist of 4 Members 1 of whom is a Managing Director and 3 of whom are IndependentDirectors. The Board periodically evaluates the need for change in its composition andsize.
The Policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is appended as Annexure III to this report. We affirm that the remuneration paid tothe director is as per the terms laid out in the said policy.
g. Declaration by Independent Directors:
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 27 of SEBI (LODR)Regulations 2015.
h. Training of Independent Directors:
Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.
Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information(the "Fair Practice Code") Tentative Schedule of upcoming Board and Committeemeetings.
The Company through its Executive Directors / Key Managerial Personnel conductsprograms /presentations periodically to familiarize the Independent Directors with thestrategy operations and functions of the Company.
Thus such programs / presentations provides an opportunity to the IndependentDirectors to interact with the senior leadership team of the Company and help them tounderstand the Companys strategy business model operations service and productofferings markets organization structure finance human resources technology qualityfacilities and risk management and such other areas as may arise from time to time. ThePolicy on the Familiarization Program for Independent Directors is available on ourwebsite http://www.beekayniryat.co.in/
i. Boards Committees:
Currently the Board has two committees: (i) the Audit committee and (ii) theNomination and Remuneration committee
As the number of Shareholders are less than 1000 the formation of StakeholdersRelationship Committee is not mandatory for the company and hence it is not formed.
The composition of the committees and compliances as per the applicable provisions ofthe Act and Rules are as follows:
|Name of the Committee ||Name of the Company ||Position in the Committee |
| ||Member || |
| ||Mr. Pratap Kumar Mondal ||Chairman |
| ||Mr. SreeGopalBajoria ||Member |
|Audit Committee || || |
| ||Mrs. ShashiTibrewal ||Member |
During the year the committee met 4 times on 30.05.2015 14.08.2015 14.11.2015 and13.02.2016.
|Nomination and Remuneration Committee ||Mr. Manoj Kumar Choudhary ||Chairman |
| ||Mr. Pratap Kumar Mondal ||Member |
| ||Mrs. ShashiTibrewal ||Member |
During the year the committee met 2 times on 26.09.2015 and 13.02.2016.
j. Board Evaluation:
The board of directors has carried out an annual evaluation of its "ownperformance" "Board committees" and "individual directors"pursuant to the section 134(3) of the Companies Act 2013.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated The same was discussed inthe board meeting that followed the meeting of the independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.
During the year your company shares are listed in BSE ltd by complying the directlisting norms with effect from 12th January 2016.
There presently the equity shares of Beekay Niryat Limited are listed at BSE ltd (ScripCode : 539546) and also at The Calcutta Stock Exchange Limited (Scrip Code: 17139)
Your Company paid the Listing Fees to the Exchange for the year 2015-16 as well as2016-17 in terms of listing agreement entered with the said Stock Exchanges.
l. Information in terms of Section II of Part II of the Schedule V of the CompaniesAct 2013:
(i) Elements of remuneration Package of all the Director:
The details with regards to the remuneration Package of all the Director is provided in"Point No. VII" of the Extract of Annual Return in the prescribed formatprepared in accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013and appended as Annexure V to this report.
(ii) Details of Fixed Component and Performance linked incentives along with theperformance criteria:
The Company currently pays remuneration to only the Managing Director. The Company doesnot pay any remuneration by whatever name so called to its Non-Executive Directors.Currently the entire remuneration being paid to the Managing Director contains only FixedComponent.
(iii) Service Contract Notice Period and Severance Fees:
The Company has not entered in to any Service Contract with the Mr. Sree Gopal BajoriaManaging Director of the Company. Thus there is no Fixed Notice Period or Severance Fees.
(iv) Stock Options if any:
The Company currently do not have any stock option scheme for its Employees orDirectors.
a. Statutory Auditor:
The retiring auditors namely M/s. RANKS & Associates Practicing CharteredAccountants Kolkata hold office until the conclusion of the forthcoming Annual GeneralMeeting and are seeking re-appointment. They have confirmed that their appointment ifmade at the AGM will be within the limits prescribed under Companies Act 2013. Membersare requested to consider their reappointment as Statutory Auditors of the Company.
b. Secretarial Auditor:
M/s. Ankita Nevatia & Co. Practicing Company Secretaries were appointed toconduct the Secretarial Audit of the Company for the FY 2015-2016 as required under theSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor the FY 2015-2016 is appended as Annexure IV to this report
c. Internal Auditor :
M/s. M Jhunjhunwala & Associates Practicing Chartered Accountant performed theduties of Internal Auditors of the Company for 2015-16 and their report is reviewed by theAudit Committee from time to time.
d. Comments of the Board on the qualification/reservation/adverseremarks/disclosure made:
(i) by the Statutory Auditors in the Audit Report:
Diminution if any in the value of unquoted shares could not be ascertained due tonon-availability of latest financial position of these companies.
The unquoted shares are valued at cost. The company expects good returns on itsinvestments made in the unquoted shares and hence there is no diminution in the value ofshares of unquoted shares.
There are permanent diminishing in the value of quoted shares held as Investmentsamounting to Rs. 4822679/-. However the said amount has not been charged to statementof profit & loss as per Accounting Standard -13 (Investments)
The above mentioned shares are the investments made in the equity shares of M/s.Filaments India Limited a company listed at BSE Limited. The company has stronginformation that the company is expected to revive soon. As the shares of this companywill tradeable at BSE Limited once it is revived our company can reap good profits andhuge returns. Hence no book loss is accounted for in the financials for such temporarydiminution in the value of investment made.
Long Term Investments includes:
Shares of ICICI Bank Ltd. and IFCI Ltd are not held in the name of the company. Thisis in contravention to section 187 of the Companies Act 2013. Shares held in physicalform are registered in the name of Giri Finance Ltd. (the erstwhile name of the Company).
The company is in the process of the converting these shares in the name of the companyat its earliest.
Emphasis of Matter
a. Maharashtra Industrial Development corporation (MIDC) has allotted land atAhmednagar Maharashtra vide agreement dated 16.10.2008 for development of CooperativeHousing project. In the absence of permission for construction of shed electricconnection & water connection the project could not be started. The Company has takenup the matter with MIDC. The expenses so far incurred is capitalized & shown asLeasehold Land. MIDC has not demanded for lease rental and therefore the same could not bequantified & provided for / or paid.
Your company is expecting to get the approval soon from MIDC.
b.Case filed by the company before Sessions Judge of civil court against HDFC BankLtd. for Rs 52000/- in relation with dishonor of a cheque by the bank for the saidamount. The amount is to be recovered from HDFC Bank. Confirmation from the party as wellas from HDFC Bank is awaited.
Your company is in rigorous follow up and expecting the decision of your favor.
c. The company has given loans to the tune of Rs. 837.31 lacs to the companies inwhich directors of the company are also directors. The company gives loans to entities inits ordinary course of business activity. Interest has been charged to these entities atrates as per market standards. The confirmation from these entities has also beenreceived.
Your company charges interest on loans given to anyone whether related or not. TheLoans given are in no ways prejudicial to the interest of your company.
(ii) by the Secretarial Auditors in the Secretarial Audit Report:
The Auditors report do not contain any qualifications reservations or adverseremarks
e. Internal Financial Control
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
f. Risk Management:
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Companys competitive advantage. The businessrisk framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at a Companylevel as also separately for business segments. The Company has identified various risksand also has mitigation plans for each risk identified. The Risk Management Policy of theCompany is available on our website www.beekayniryat.co.in
g. Vigil Mechanism:
The Company has established a mechanism for Directors and employees toreport their concerns relating to fraud malpractice or any other activity or event whichis against the interest of the Company. The same has been disclosed in the corporategovernance report under the heading Whistle Blower Policy which forms part of thedirectors report. The Whistle Blower Policy is available on our websitewww.beekayniryat.co.in
h. Statement on Material Subsidiary:
The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries is available on our website www.beekayniryat.co.in
5. Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto the company.
a. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:
(i) Energy Conservation:
Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional Proposals/ Investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of production of goods total energy consumption etc are not applicable.
(ii) Foreign Exchange Earnings and Outgo:
| || ||Rs. in Lacs |
|Particulars ||2016 ||2015 |
|Earnings ||- ||- |
|Expenditure ||- ||- |
(iii) Research and Development & Technology Absorption:
The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.
a. Extract of Annual Return:
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure V to thisReport.
b. Significant and Material Orders:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
c. 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 requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (Permanent Contractual Temporary Trainees) are covered underthis policy.
During the year under review no complaints were received falling under the category ofSexual Harassment of Women.
d. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend voting orotherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the company underany scheme.
(iii) Redemption of Preference Shares and/or Debentures.
7. CASH FLOW STATEMENT :
In conformity with the provisions of Regulation 34(2) of the SEBI (LODR) Regulations2015 and requirements of Companies Act 2013 the Cash flow statement for the year e4nded31st March 2016 is annexed here to as a part of the Financial Statements.
8. PREVENTION OF INSIDER TRADING
The Company has also adopted a code of conduct for prevention of insider trading. Allthe Directors senior management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code.
During the year under Report there has been due compliance with the said code ofconduct for prevention of insider trading. The Board has already adopted a revised Code ofPrevention of Insider Trading based on the SEBI (Prohibition of Insider Trading)Regulations 2015. The same has been placed on the website of the Company www.beekayniryat.co.in
9. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees & Key ManagerialPerson of the Company and Directors is furnished hereunder:
|Sr . No ||Name of the Director / KMP ||Designation ||Remuneration 2015-16 ||Remuneration 2014-15 ||Increase/ Decrease ||Ratio/Times per median of employee remuneration |
|1 ||Mr. Sree Gopal Bajoria ||Managing Director ||600000 ||NIL ||N.A. ||2.36 |
|2 ||Mr. D P Sodhani ||Chief Financial Officer ||253760 ||106440 ||NIL ||1.00 |
|3 ||Ms. Madhu Jaiswal ||Company Secretary ||120000 ||NIL ||N.A. ||0.47 |
|4 ||Mr. Niraj Jaideoka ||Company Secretary ||NIL ||120000 ||N.A. ||NIL |
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your companysachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.
|By order of the Board of Directors || |
|For BEEKAY NIRYAT LIMITED || |
|Sd/- ||Sd/- |
|SREE GOPAL BAJORIA ||PRATAP KUMAR MONDAL |
|Managing Director ||Director |
|(DIN : 01102078) ||(DIN : 06730854) |
|Place : Kolkata || |
|Date : 30th August 2016 || |
DETAILS OF DIRECTORS AND EMPLOYEE REMUNERATION INFORMATION AS PER SECTION 197(12) OFTHE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
|Sl. No. ||Particulars ||Details |
|1 ||The ratio of the remuneration of each director to the median employees remuneration for the financial year ||Mr. Sree Gopal Bajoria continues to be appointed as the Managing Director of the Company. He is also the promoter of the company. His appointment as the Managing Director is without any remuneration. |
|2 ||The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year ||The details w.r.t. the increase in the remuneration of the directors cannot be calculated for the reasons as stated in the point No. 1 above. |
| || ||There has been no increase in the salary of CFO and CS during the year. |
|3 ||The percentage increase in the median remuneration of employees in the financial year ||The Median remuneration of the employee as on 31 st March 2015 was Rs. 11500/- and as on 31st March 2016 was Rs. 11500/- thus the median employee remuneration has no increase. |
|4 ||The number of permanent employees on the rolls of company ||6 Employees as on 31st March 2016. |
|5 ||The explanation on the relationship between average increase in remuneration and company performance ||The PAT of the company has increase from Rs. 6.12 lacs in the FY 2014- 2015 to Rs. 93.69 Lacs in FY 2015-16 thus increasing by 15.31 times whereas the employee remuneration in has increase from Rs. 3.69 lacs in the FY 2014-2015 to Rs. 11.58 Lacs in FY 2015 -16 thus increasing by 2.40 times. |
|6 ||Variations in the market capitalisation of the Company and price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer. || |
| || ||Particulars ||As at 31st March 2016 ||As at 31st March 2015 ||Increase / Decrease |
| || || || || ||in % |
| || ||Market Value per share (In Rs.) ||12.10 ||NA ||- |
| || ||No. of Shares ||6570000 ||6570000 ||- |
| || ||Market Capitalization (Rs. In Lacs.) ||794.97 ||NA ||- |
| || ||EPS (In Rs.) ||1.43 ||0.09 ||- |
| || ||Price earnings ratio ||NA ||NA ||- |
| || ||Percentage increase/decrease in the Market Price of the Shares in comparison with the last IPO (1) |
|7 ||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 and justification thereof and any exceptional circumstances for increase in the managerial remuneration ||The increase in the remuneration of the employees has been explained in point No. 6 above where as we cannot calculate increase in the remuneration of the Managerial Personnel as explained in point No. 1 & 2 above. |
|8 ||Comparison of the remuneration of the Key Managerial Personnel against the performance of the company ||The comparison of the remuneration of KMP cannot be calculated as mentioned in point No. 1 & 2 above. |
|9 ||The key parameters for any variable component of remuneration availed by the directors. ||We currently have not provided any variable component in the remuneration structure of the Directors |
|10 ||The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year ||Not Applicable |
|11 ||If remuneration is as per the remuneration policy of the company ||It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company. |
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto. This policyon nomination and remuneration of Directors Key Managerial Personnel and SeniorManagement has been formulated by the Nomination and Remuneration Committee (NRC or theCommittee) and has been approved by the Board of Directors.
"Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;
"Key Managerial Personnel" means:
i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;
ii) Chief Financial Officer;
iii) Company Secretary; and
iv) such other officer as may be prescribed.
"Senior Managerial Personnel" mean the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.
The objective of the policy is to ensure that
a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors Key Managerial Personnels and Senior ManagerialPersonnels of the quality required to run the company successfully;
b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
c) remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.
3. ROLE OF THE COMMITTEE
The role of the NRC will be the following:
2. To Ensure that the Company has formal and transparent procedures for the selectionand appointment of new directors to the board and succession plans;
3. To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.
4. To make recommendations for the appointment and removal of directors;
5. Ensure that our Company has in place a programme for the effective induction of newdirectors;
6. To review on an ongoing basis the structure of the board its committees and theirinter relationship;
7. To recommend to the Board the remuneration packages of our Companys Managing/ Joint Managing / Deputy Managing / Whole time / Executive Directors including allelements of remuneration package (i.e. salary benefits bonuses perquisites commissionincentives stock options pension retirement benefits details of fixed component andperformance linked incentives along with the performance criteria service contractsnotice period severance fees etc.);
8. To implement supervise and administer any share or stock option scheme of ourCompany; and
9. To attend to any other responsibility as may be entrusted by the Board.
4. APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIORMANAGEMENT
a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Companys Policy.
b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.
c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding his position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.
5. TERM / TENURE
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board s report.
No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Companies Act 2013 and Listing Agreement.
The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.
The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position/ remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.
9. POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL
a) Remuneration to Managing Director / Whole-time Directors:
i) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.
ii) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.
b) Remuneration to Non-Executive / Independent Directors:
i) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.
ii) All the remuneration of the Non-Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force.
The amount of such remuneration shall be such as may be recommended by the Nominationand Remuneration Committee and approved by the Board of Directors or shareholders as thecase may be.
iii) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.
iv) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied: The Services are rendered by such Director in his capacity as the professional;and In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.
c) Remuneration to Key Managerial Personnel and Senior Management:
i) The remuneration to Key Managerial Personnel and Senior Management may consist offixed pay and incentive pay in compliance with the provisions of the Companies Act2013and in accordance with the Companys Policy.
ii) The Fixed pay shall include monthly remuneration and may include employerscontribution to Provident Fund contribution to pension fund pension schemes etc. asdecided from to time.
iii) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.
a) The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.
b) The Committee may Delegate any of its powers to one or more of its members.