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Birdhi Chand Pannalal Agencies Ltd.

BSE: 538364 Sector: Others
NSE: N.A. ISIN Code: INE795P01023
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VOLUME 10820
52-Week high 56.50
52-Week low 35.20
P/E 61.75
Mkt Cap.(Rs cr) 137.63
Buy Price 0.00
Buy Qty 0.00
Sell Price 35.20
Sell Qty 43090.00
OPEN 35.20
CLOSE 37.05
VOLUME 10820
52-Week high 56.50
52-Week low 35.20
P/E 61.75
Mkt Cap.(Rs cr) 137.63
Buy Price 0.00
Buy Qty 0.00
Sell Price 35.20
Sell Qty 43090.00

Birdhi Chand Pannalal Agencies Ltd. (BIRDHICHAND) - Director Report

Company director report

TO THE MEMBERS

BCPL INTERNATIONAL LIMITED (Formerly Birdhi Chand Pannalal Agencies Ltd)

Your Directors are pleased to present the Thirty First (31st) Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended March 31 2016. Thesummarised financial performance of your Company is as follows:

(Rs. in lakhs)
Particulars Year ended 31st March 2016 Year ended 31st March 2015
Total Income 3258.53 255.11
Total Expenditure 3241.19 253.33
Profit before Taxation 17.34 1.79
Tax Expense 9.65 0.56
Profit for the period 7.69 1.22
Brought forward from previous year (17.06) (18.28)
Surplus (Deficit) carried to Balance Sheet (9.37) (17.06)

OPERATIONS

During the year under review your Company achieved Total Income of Rs. 3258.53 Lakhs.Some of the key highlights of your Company’s performance during the year under revieware:

• Profit before taxation is Rs. 17.34 Lakhs as against Rs. 1.79 Lakhs in the lastyear.

• Net profit after taxation is Rs. 7.69 Lakhs as against Rs. 1.22 Lakhs in thelast year.

DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth ofyour Company your Directors has not recommended any Dividend for the Financial Year2015-16.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES

The Company has not transferred any amount out of the profit earned to reserve accountduring the year under review. The entire profit earned during the year under review isbeing carried forward under Profit & Loss Account.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial year relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

The BSE Ltd has suspended the trading in Equity Shares of the Company w.e.f 24thDecember 2015. Except this no significant material orders passed by the Regulators orCourts or Tribunals impacting the going concern status of your Company and its operationsin future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s Internal Control Systems are commensurate with the nature size andcomplexity of its business and ensure proper safeguarding of assets maintaining properaccounting record and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Companyand such policies and procedures have been adopted by the Company for ensuring the orderlyand efficient conduct of its business including adherence to Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting record and the timely preparation of reliablefinancial information.

An external independent firm carries out the internal audit of the Company operationsand reports its findings to the Audit Committee on a regular basis. Internal Risk andControl function also evaluates organisational risk along with controls required formitigating those risks. Internal Audit provides assurance on functioning and quality ofinternal controls along with adequacy and effectiveness through periodic reporting.

The Company has a Code of Business Conduct for all employees and a clearly articulatedand internalized delegation of financial authority. These authority levels areperiodically reviewed by management and modifications if any are submitted to the AuditCommittee and Board for approval. The Company also takes prompt action on any violationsof the Code of Business Conduct by its employees.

The Audit Committee reviews the effectiveness of the internal control system and alsoinvites senior management personnel to provide updates on operating effectiveness andcontrols from time to time. A CEO/CFO Certificate signed by the Managing Director of theCompany confirms the existence and effectiveness of internal controls and reiterates theirresponsibilities to report deficiencies to the Audit Committee. The Audit Committee alsoreviews the Risk management framework periodically and ensures it is updated and relevant.

During the year under review the Internal Financial Control Audit was carried out bythe Statutory Auditors the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

AUDITORS

i. STATUTORY AUDITORS

M/s A. K. Meharia & Associates Chartered Accountants (Firm RegistrationNo.324666E) Statutory Auditors of the Company who shall hold office until the conclusionof the Annual General Meeting of the Company to be held for financial year 2016-17 areeligible for reappointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force).

The Notes on financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not containany qualification reservation or adverse remark.

ii. Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel ) Rules 2014 the Company hadappointed Ms. Monalisa Datta Practicing Company Secretary (Certificate of Practice No.13580) as the Secretarial Auditor to conduct an audit of the secretarial records for thefinancial year 2015-16 2016-17 & 2017-18.

The Secretarial Audit Report for the financial year ended 31st March 2016 is annexedherewith as [Annexure A] to this report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint ventures/associate companies.

SHARE CAPITAL AND SUB-DIVISION OF EQUITY SHARES

Pursuant to approval of the Shareholders obtained through Postal Ballot whose resultwas declared on 16th June 2015 your Company has sub-divided the face value ofits equity shares of Rs. 10/-each fully paid up into equity shares of Re. 1/- each fullypaid-up. The Board of Directors had fixed record date July 3 2015 as the "RecordDate" for the purpose of ascertaining the eligible Shareholders for receiving theaforesaid sub-divided equity shares. Subsequent to the aforesaid Record Date new sharecertificates have been dispatched to the Shareholders who held shares in physical mode andalso credited to the respective demat account that held shares in electronic mode.

Accordingly the Authorised Share Capital of your Company stands re-classified at Rs.60000000/- divided into 60000000 Equity Shares of Re. 1/- each. At present theIssued Subscribed and Paid Up Share Capital of your Company is Rs. 39100000/- dividedinto 39100000 Equity Shares of Re. 1/- each fully paid-up .

NAME CHANGE

Pursuant to approval of the Shareholders obtained through Postal Ballot and the resultof which was declared on 16th June 2015 your Company’s name was changedto "BCPL INTERNATIONAL LTD" and the Company has also received freshCertificate of Incorporation dated July 3 2015 from Registrar of Companies Kolkata.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is annexed as [Annexure-B] to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Particulars of Conservation of Energy Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company has not carried out anymanufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreignexchange earned.

DIRECTOR’S & KEY MANAGERIAL PERSONNEL

Your Company has a duly constituted Board of Directors which is in compliance with therequirements of the Companies Act 2013 schedules thereto and rules framed thereunder andalso in terms of the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and provisions of the Articles of Association of theCompany.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 read with therules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.

b) Familiarisation Programme undertaken for Independent Directors

The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. The Director is also informed in brief thevarious compliances required from him/her as a Director. The Director is also explained indetail the various compliances required from him/her as a Director under the variousprovisions of the Companies Act 2013 SEBI (LODR) Regulations 2015. The details offamiliarisation programme are available on the Company’s website under the weblinkwww.birdhichand.in.

c) Non-Independent Director

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Santanu Pal (DIN: 07096019) Director is liable to retire by rotation and being eligibleoffers himself for re-appointment. The Board recommends his appointment with a view toavail his valuable advices and wise counsel.

A brief profile of the above Director seeking re-appointment required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is given in the Noticeof AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Companies Act 2013 and rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

d) Changes in Directorship during the year

During the year under review the Board appointed Mr. Avijit Koner (DIN: 07297850) as aNon-Executive Independent Director w.e.f. 10th November 2015.

Mr. Kishan Lal Soni (DIN: 06902541) has resigned from the Directorship of the Companyw.e.f. 10th November 2015. The Board of Director placed on record theirsincere appreciation for the valuable contribution made by Mr. Kishan Lal Soni during histenure as Director of the Company.

e) Key Managerial Personnel

Ms. Neha Sureka resigned from the post of Whole Time Secretary & Compliance Officerof the Company w.e.f. 29th April 2016.

BOARD EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act 2013 and the SEBIListing Regulations evaluation of all Board members is done on an annual basis. Theevaluation is done by the Board Nomination and Remuneration Committee and IndependentDirectors with specific focus on the performance and effective functioning of the Boardand Individual Directors. Such performance evaluation process was formulated inconsultation with the Nomination and Remuneration Committee and approved by the Board. Theperformance evaluation thus included the following:

a) Criteria for evaluation of Board of Directors as a Whole

• The frequency of meetings;

• The length of meetings;

• The number of committees and their roles;

• The flow of information to board members and between board members;

• The quality and quantity of information;

• The disclosure of information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

• Ability to contribute and monitor corporate governance practices;

• Ability to contribute by introducing best practices to address top managementissues;

• Participation in long term strategic planning;

• Commitment to the fulfilment of Director obligations and fiduciaryresponsibilities;

• Guiding strategy;

• Monitoring management performance and development;

• Statutory compliance & Corporate Governance;

• Attendance and contribution at Board/Committee meetings;

• Time spent by each of the member; and

• Core competencies.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of twelve Meetings of the Board of Directors of your Company were held duringthe year under review. The maximum interval between two meetings did not exceed 120 daysas prescribed in the Companies Act 2013 Clause 49 of the erstwhile Listing Agreement andin the SEBI (Listing Obligations and Disclosure and Requirements) Regulations 2015.Details of all Board/Committee Meetings are given in the Corporate Governance Report whichforms part of this Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors met on 3rd March 2016 withoutthe attendance of Non-Independent Directors and members of the management inter alia todiscuss on the following:

• To review the performance of the Non-Independent Directors and the Board as awhole;

• To review the performance of the Chairperson of your Company taking intoaccount views of Executive / Non-Executive Directors; and

• To assess the quality quantity and timeliness of flow of information betweenyour Company’s management and the Board that was necessary for the Board toeffectively and reasonably perform their duties.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordancewith the requirements of Companies Act 2013. Details of all the Committees along withcomposition and meetings held during the year under review are provided in the Report onCorporate Governance forming part of this report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming part of this Annual Report. There have been noinstances where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS APPOINTMENT & REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company’s policy on Directors appointment and remuneration by theNomination and Remuneration Committee was approved by the Board of Directors. The saidpolicy is appended as [Annexure- C] to this Report.

The said policy may also be referred to at the Company’s official website at theweblink www.birdhichand.in.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards ofprofessionalism honesty integrity ethical behaviour and to provide a vigil mechanismfor Directors/Employees to voice concern in a responsible and effective manner regardingunethical matters involving serious malpractice abuse or wrongdoing within theorganisation. The Company affirms that during the year no personnel have been deniedaccess to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company atwww.birdhichand.in.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013.

The following is a summary of sexual harassments complaints received and disposed offduring the financial year ended March 31 2016:

No. of Complaints received : NIL
No. of Complaints disposed off : Not Applicable

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has complied with Section 186 of the Companies Act 2013.

The Company has not given any guarantee or provided security during the year underreview.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31 2016 your Company’s transactions withall the Related Parties as defined under the Companies Act 2013 read with Rules framedthere under were in the ‘ordinary course of business’ and at ‘arm’slength’ basis. Your Company does not have any material unlisted subsidiary as definedunder Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year under review your Company did not have any RelatedParty Transaction which required prior approval of the Shareholders. There are notransactions to be reported in Form AOC-2 in terms of Section 134 of the Act read withRule 8 of the Companies (Accounts) Rules 2014.

A statement of all Related Party Transactions entered was placed before the AuditCommittee for its prior approval specifying the nature value and any other terms andconditions of the transactions. There has been no materially significant Related PartyTransactions during the year under review having potential conflict with the interest ofthe Company. Necessary disclosures required under the Accounting Standards (AS-18) havebeen made in the Notes to Financial Statements.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

A statement containing the details of the Remuneration of Directors Key ManagerialPersonnel (KMP) and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given as [Annexure-D] forming part of this Report.

The Company have no employee drawing a remuneration of Rs. 6000000/- (Rupees SixtyLakhs) per annum or part thereof in terms of the provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulations 34 read with point C & E of Schedule V ofSEBI (LODR) Regulations 2015 a report on Corporate Governance is given as [Annexure-E]for the financial year ended 31st March 2016 along with the Certificate on itsCompliance is forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is given as [Annexure-F] forms anintegral part of this report and gives details of the overall industry structure economicdevelopments performance and state of affairs of the Company’s various businessesinternal controls and their adequacy risk management systems and other materialdevelopments during the financial year 2015-16.

RISK AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas.Appropriate structures are present so that risks are inherently monitored and controlledinter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. Therisk management procedure is reviewed by the Audit Committee and Board of Directors on aquarterly basis at the time of review of quarterly financial results of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of yourCompany confirm that: ??in the preparation of the annual accounts for the financial yearended 31st March 2016 the applicable Accounting Standards and Schedule III of theCompanies Act 2013 (including any statutory modification(s) or re-enactment(s) for thetime being in force) have been followed and there are no material departures from thesame; ??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 as at 31st March 2016 and ofthe profit & loss of the Company for the Financial Year ended 31st March2016; ??the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; ??the annual accounts have been prepared on a ‘goingconcern’ basis; ??proper internal financial controls laid down by the Directors werefollowed by your Company and that such internal financial controls are adequate andoperating effectively; and ??proper systems to ensure compliance with the provisions ofall applicable laws were in place and that such systems were adequate and operatingeffectively.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.

Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.

For & on behalf of the Board
Krishan Gopal Rathi
Place: Kolkata Managing Director
Date: 30th May 2016 DIN: 00595975

[Annexure-C]

NOMINATION & REMUNERATION POLICY

1. PREAMBLE

The Board of Directors of BCPL INTERNATIONAL LIMITED ("the Company") hadconstituted a Nomination and Remuneration Committee consisting of three (3) Directors ofwhich two directors were Independent Directors.

2. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andClause 49 under the Listing Agreement. The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

d) To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company’soperations.

e) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

f) To devise a policy on Board diversity g) To develop a succession plan for the Boardand to regularly review the plan.

3. DEFINITIONS

a) "Act" means the Companies Act 2013 and Rules framed there under asamended from time to time.

b) "Board" means Board of Directors of the Company.

c) "Directors" mean Directors of the Company.

d) "Key Managerial Personnel" means

i. Chief Executive Officer or the Managing Director or the Manager;

ii. Whole-time director;

iii. Chief Financial Officer;

iv. Company Secretary; and

v. Such other officer as may be prescribed.

e) "Senior Management" means personnel of the company who are members ofits core management team excluding the Board of Directors including Functional Heads.

f) "Independent Director":- As provided under Clause 49 of the ListingAgreement and under Section 149(6) of the Companies Act 2013. ‘IndependentDirector’ shall mean a non-executive director other than a managing director or awhole-time director or a nominee director of the Company:

i. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

ii. a) who is or was not a promoter of the company or its holding subsidiary orassociate company;

b) who is not related to promoters or directors in the company its holding subsidiaryor associate company;

iii. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

iv. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year; -

v. who neither himself nor any of his relatives-

a) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

b) is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the financial year in which he is proposed to be appointed of–

• a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

• any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent. or more of thegross turnover of such firm;

c) holds together with his relatives two per cent. or more of the total voting power ofthe company; or

d) is a Chief Executive or director by whatever name called of any non-profitorganisation that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the company; or

e) who possesses such other qualifications as may be prescribed.

4. ROLE OF COMMITTEE

a) Matters to be dealt with perused and recommended to the Board by the Nomination andRemuneration Committee

The Committee shall:

i. Formulate the criteria for determining qualifications positive attributes andindependence of a director.

ii. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

iii. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

b) Policy for appointment and removal of Director KMP and Senior Management

i. Appointment criteria and qualifications

• The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.

• A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

ii. Term / Tenure

• Managing Director/Whole-time Director: The Company shall appoint or re-appointany person as its Executive Chairman Managing Director or Whole Time Director for a termnot exceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.

• Independent Director: An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for reappointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board’s report.

No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or 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 Act and Listing Agreement from time to time.

iii. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

iv. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

v. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

c) Policy relating to the Remuneration for the Director KMP and Senior ManagementPersonnel

i. General:

• The remuneration / compensation / commission etc. to the Whole-time DirectorKMP and Senior Management Personnel will be determined by the Committee and recommended tothe Board for approval. The remuneration / compensation / commission etc. shall be subjectto the prior/post approval of the shareholders of the Company and Central Governmentwherever required.

• The remuneration and commission to be paid to the Whole-time Director KMP andSenior Management Personnel shall be in accordance with the percentage / slabs /conditions laid down in the Articles of Association of the Company and as per theprovisions of the Act.

• Increments to the existing remuneration/ compensation structure may berecommended by the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director KMP and Senior Management Personnel.

• Where any insurance is taken by the Company on behalf of its Whole-timeDirector Chief Executive Officer Chief Financial Officer the Company Secretary and anyother employees for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

ii. Remuneration to Director KMP and Senior Management Personnel:

Fixed pay:

The Director KMP and Senior Management Personnel shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee. Thebreakup of the pay scale and quantum of perquisites including employer’scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board/ the Person authorized by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.

Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Director KMP and Senior Management Personnel inaccordance with the provisions of Schedule V of the Act and if it is not able to complywith such provisions with the previous approval of the Central Government.

Provisions for excess remuneration:

If any Director KMP and Senior Management Personnel draws or receives directly orindirectly by way of remuneration any such sums in excess of the limits prescribed underthe Act or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

iii. Remuneration to Non- Executive / Independent Director:

Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Act.

Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rupees One Lac per meeting of the Board or Committee or such amount asmay be prescribed by the Central Government from time to time.

Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

5. MEMBERSHIP

a) The Committee shall consist of a minimum 3 directors majority of them beingindependent.

b) Minimum two (2) members one of which must be an Independent Director shallconstitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

6. CHAIRPERSON

a) Chairperson of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

c) In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

d) Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

7. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

8. COMMITTEE MEMBERS’ INTERESTS

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

9. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

10. VOTING

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.

11. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;

c) Identifying and recommending Directors who are to be put forward for retirement byrotation.

d) Determining the appropriate size diversity and composition of the Board;

e) Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

f) Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

g) Evaluating the performance of the Board members and Senior Management in the contextof the Company’s performance from business and compliance perspective;

h) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of theCommittee;

j) Recommend any necessary changes to the Board; and

k) Considering any other matters as may be requested by the Board.

12. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

a) To consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate.

b) To approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

c) To delegate any of its powers to one or more of its members or the Secretary of theCommittee.

d) To consider any other matters as may be requested by the Board. e) Professionalindemnity and liability insurance for Directors and senior management.

13. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

14. AMENDMENT(S)/MODIFICATION(S)

The Nomination and Remuneration Committee will review and may amend/modify this policyfrom time to time.

[Annexure-D]

Statement of particulars as per Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

(i) The ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the financial year:

Sl. No. Name of the Director Ratio of the remuneration to the median remuneration of the employees
1. Mr. Krishan Gopal Rathi (Managing Director) 2.48
2. Mr. Santanu Pal(Executive Director) 2.10
3. Ms. Madhumita Verma (Independent Director) NIL
4. Mr. Naveen Jangid(Independent Director) NIL
5. Mr. Avijit Koner(Independent Director) NIL
6. Mr. Kishan Lal Soni(Independent Director) NIL

Notes:

1. Mr. Avijit Koner (DIN: 07297850) was appointed as a Non-Executive (Independent)Director of the Company by the Board at their meeting held on 10th November2015.

2. Mr. Kishan Lal Soni (DIN: 06902541) resigned from the Directorship of the Companywith effect from 10th November 2015.

(ii) The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager in the financial year2015-16:

Sl. No. Name of the Director Ratio of the remuneration to the median remuneration of the employees
1. Mr. Krishan Gopal Rathi (Managing Director) NIL
2. Mr. Santanu Pal (Executive Director) NIL
3. Ms. Madhumita Verma (Independent Director) NIL
4. Mr. Naveen Jangid (Independent Director) NIL
5. Mr. Avijit Koner (Independent Director) NIL
6. Mr. Kishan Lal Soni (Independent Director) NIL
7. Ms Neha Sureka (Company Secretary) NIL

(iii) The percentage of increase in the median remuneration of employees in thefinancial year: 384%

(iv) The number of permanent employees on the rolls of the Company: 8 (Eight)

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

None of the Director’s Remuneration was increased in the Financial Year 2015-16.

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

S l . No. Remuneration of Key Managerial Personnel Performance of the Company for the year ended 31st March 2016
1 The remuneration of Key Managerial Personnel was not increased Total Income of the Company increased from Rs. 255.11 Lakhs to Rs. 3258.34 Lakhs for the financial year 2015-16 and net profit increased from Rs. 1.22 Lakhs to Rs. 7.68 Lakhs.

(vii) a) Variations in the Market Capitalisation of the Company: The MarketCapitalisation as on 31st March 2016 was Rs. 21661.40 Lakhs (Rs. 7851.28 Lakhsas on 31st March 2015).

b) Price Earnings Ratio of the Company was Rs. 1846.67* as at 31stMarch 2016 and was Rs. 5020 as at 31st March 2015.

* In calculating the price last traded price is considered.

c) Percentage increase over/decrease in the market quotations of the Shares of theCompany in comparison to the rate at which the Company came out with the last PublicOffer:

The Company came out with the Initial Public Offer (IPO) in the year 1986 wherein 1Equity Share of Face Value of Rs. 10/- each was issued at par i.e. Rs. 10/- each.

• In the year 2013 the Company had issued Equity Shares on Preferential basis toPromoter & Non-Promoter group of the Company of face value of Rs. 10/- issued at pari.e. at Rs. 10/- each.

• In the year 2014-15 the Company issued Equity Shares on Preferential Basis toNon-Promoter group of the Company of Face value of Rs. 10/- each and was offered at apremium of Rs. 40/- per share aggregating to Rs. 50/- per share.

• Further in the year 2015 the Company had sub-divided (split) the Equity Shareswherein each Equity Share with a face value of Rs. 10/- each had been subdivided (split)into 10 Equity Shares with a face value of Re. 1/- each.

• The closing price as on 22nd December 2015 (Trading in the EquityShares of the Company was suspended with effect from 24th December 2015) wasRs. 55.40 representing an increase of 54.4 times over the IPO price adjusted foraforementioned Share Split.

(viii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Average salary increase of non-managerial employees is 138.28% in the financial year2015-2016 and there was no increment in the salary of managerial employees.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

There is no increase in remuneration of any KMP during the last financial year 2015-16in comparison to Financial Year 2014-15 although the turnover of the Company during theyear under review increased 1177.28 % in comparison to last Financial Year 2014-15.

(x) The key parameters for any variable component of remuneration availed by thedirectors:

There is no variable component of remuneration availed by the Directors.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: The ratio is 0.85.

(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany:

Remuneration paid during the year ended March 31 2016 is as per the RemunerationPolicy of the Company.