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Birdhi Chand Pannalal Agencies Ltd.

BSE: 538364 Sector: Others
NSE: N.A. ISIN Code: INE795P01023
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VOLUME 20
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P/E 61.00
Mkt Cap.(Rs cr) 19
Buy Price 0.00
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OPEN 4.88
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VOLUME 20
52-Week high 53.00
52-Week low 4.88
P/E 61.00
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.88
Sell Qty 125874.00

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 Second (32nd) Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended March 31 2017. Thesummarised financial performance of your Company is as follows:

(Rs. in Lakhs)
Particulars Year ended March 31 2017 Year ended March 31 2016
Total Income 1161.86 3258.53
Total Expenditure 1157.99 3241.19
Profit before Taxation 3.87 17.34
Tax Expense 1.33 9.65
Profit for the period 2.54 7.69
Brought forward from previous year (9.37) (17.06)
Surplus (Deficit) carried to Balance Sheet (6.83) (9.37)

FINANCIAL PERFORMANCE

During the year under review your Company achieved Total Income of Rs. 1161.86 Lakhs.Some of the key highlights of your Company's performance during the year under review are:

• Profit before taxation is Rs. 3.87 Lakhs as against Rs. 17.34 Lakhs in the lastyear.

• Net profit after taxation is Rs. 2.54 Lakhs as against Rs. 7.69 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 Year2016-17.

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

There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

REVOCATION OF SUSPENSION

The Board of Directors of the Company are pleased to share that the suspension of theCompany's shares from trading on the Exchanges has been successfully revoked. Thesuspension was revoked by BSE vide their Notice No. 20161103-28 dated November 03 2016.

The trading of the shares of the Company started with effect from November 08 2016.The Board places on record their appreciation for the continued support and co-operationprovided by the esteemed stakeholders of the Company during that period.

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. TheCompany has a Code of Business Conduct for all employees and a clearly articulated andinternalized delegation of financial authority. These authority levels are periodicallyreviewed by management and modifications if any are submitted to the Audit Committee andBoard for approval. The Company also takes prompt action on any violations of the Code ofBusiness 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 Bandyopadhyay & Dutt Chartered Accountants (Firm Registration No.325116E) Statutory Auditors of the Company who shall hold office until the conclusion ofthe Annual General Meeting of the Company to be held for financial year 2016-17 areeligible for re-appointment. They have confirmed their eligibility to the effect thattheir re-appointment if made would be within the prescribed limits under the Act and thatthey are 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.

The Secretarial Audit Report for the financial year ended March 31 2017 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

The Authorised Share Capital of your Company stands at Rs. 60000000/- divided into60000000 Equity Shares of Re. 1/- each. At present the Issued Subscribed and Paid UpShare Capital of your Company is Rs. 39100000/- divided into 39100000 Equity Sharesof Re. 1/- each fully paid-up .

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 herewith 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 there underand also in terms of the provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and provisions of the Articlesof Association of the Company.

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 there under and Regulation 16(1)(b) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) 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 explained in detailthe various compliances required from him/her as a Director under the various provisionsof the Companies Act 2013 Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. The details of familiarisation programmeare available on the website of the Company viz. www.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 reappointment. 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 Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 will be provided in the Notice calling Annual General Meeting of theCompany.

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/Key Managerial Personnel during the year

There have been no changes in the Directorship of the Company during the year underreview.

Ms. Ritika Agarwal was appointed as Whole Time Secretary & Compliance Officer ofthe Company with effect from March 31 2017.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of Nine (9) 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 and in the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Details of allBoard/Committee Meetings are given in the Corporate Governance Report.

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 CorporateGovernance Report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report. There have been no instances where the Board has not acceptedthe 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.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

DIRECTORS APPOINTMENT & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained and annexed herewith as [Annexure- C] to thisReport.

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 said policy is available on the website of the Companyviz. www.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 receivedand disposed off during the financial year ended March 31 2017:

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 2017 your Company's transactions with allthe Related Parties as defined under the Companies Act 2013 read with Rules framed thereunder were in the ‘ordinary course of business' and at ‘arm's length' basis.Your Company does not have any material unlisted subsidiary as defined under Regulation16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. During the year under review your Company did not haveany Related Party Transaction which required prior approval of the Shareholders.

There are no transactions to be reported in Form AOC-2 in terms of Section 134 of theAct read with Rule 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 annexed herewith as [Annexure-D] to 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

As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatesection on Corporate Governance practices followed by the Company together with acertificate confirming compliance is annexed herewith as [Annexure-E] to thisReport.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company asrequired under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in a separate section is annexed herewith as [Annexure-F]to this Report.

RISK MANAGEMENT

Risk Management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The RiskManagement framework is reviewed periodically by the Board and the Audit Committee. TheAudit Committee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continual basis.

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:

i. in the preparation of the Annual Accounts for the financial year ended March 312017 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)have been followed and there are no material departures from the same;

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 as at March 31 2017 and of the profit& loss of the Company for the Financial Year March 31 2017;

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(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;

iv. the annual accounts have been prepared on a ‘going concern' basis;

v. proper internal financial controls laid down by the Directors were followed by yourCompany and that such internal financial controls are adequate and operating effectively;and

vi. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

APPRECIATION

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 Company'sachievements 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.

For & on behalf of the Board
Krishan Gopal Rathi
Place: Kolkata Chairman and Managing Director
Date: May 30 2017 DIN: 00595975

[Annexure-C]

NOMINATION & REMUNERATION POLICY

1. PREAMBLE

The Board of Directors of BCPL International Limited ("the Company")had constituted a Nomination and Remuneration Committee consisting of three (3)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. TheKey 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 Board and 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 Section 149(6) of theCompanies Act 2013.

‘Independent Director' shall mean a non-executive director other than a managingdirector or a whole-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 itsholding subsidiary or 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 ofa firm of auditors or company secretaries in practice or cost auditors of the company orits holding subsidiary or associate company; or any legal or a consulting firm that hasor had any transaction with the company its holding subsidiary or associate companyamounting to ten per cent. or more of the gross 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 qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland 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 issufficient/satisfactory for the concerned position.

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 this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

ii. Term / Tenure

Managing Director/Whole-time Director: The Company shall appoint or reappoint anyperson as its Executive Chairman Managing Director or Whole Time Director for a term notexceeding 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 to fiveconsecutive years on the Board of the Company and will be eligible for reappointment onpassing of a special resolution by the Company and disclosure of such appointment in theBoard'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 sameposition/remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

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

i. General:

The remuneration / compensation / commission etc. to the Whole-time Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe 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 and SeniorManagement Personnel shall be in accordance with the percentage / slabs / conditions laiddown in the Articles of Association of the Company and as per the provisions of the Act.

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

Where any insurance is taken by the Company on behalf of its Whole-time Director ChiefExecutive Officer Chief Financial Officer the Company Secretary and any other employeesfor indemnifying them against any liability the premium paid on such insurance shall notbe treated as part of the remuneration payable to any such personnel. Provided that ifsuch person is proved to be guilty the premium paid on such insurance shall be treated aspart of the remuneration.

ii. Remuneration to Director KMP and Senior Management Personnel:

Fixed pay: The Director KMP and Senior Management Personnel shall be eligiblefor a monthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup 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 orits profits are inadequate the Company shall pay remuneration to its Director KMP andSenior Management Personnel in accordance with the provisions of Schedule V of the Act andif it is not able to comply with such provisions with the previous approval of theCentral Government.

Provisions for excess remuneration: If any Director KMP and Senior ManagementPersonnel draws or receives directly or indirectly by way of remuneration any such sumsin excess of the limits prescribed under the Act or without the prior sanction of theCentral Government where required he / she shall refund such sums to the Company anduntil such sum is refunded hold it in trust for the Company. The Company shall not waiverecovery of such sum refundable to it unless permitted by the Central Government.

iii. Remuneration to Non- Executive / Independent Director:

Remuneration / Commission: The remuneration/commission shall be fixed as per theslabs and conditions mentioned in the Articles of Association of the Company and the Act.

Sitting Fees: The Non- Executive/Independent Director may receive remunerationby way of fees for attending meetings of Board or Committee thereof. Provided that theamount of such fees shall not exceed Rupees One Lac per meeting of the Board or Committeeor such amount as may be prescribed by the Central Government from time to time.

Commission: Commission may be paid within the monetary limit approved byshareholders subject to the limit not exceeding 1% of the profits of the Company computedas per the applicable provisions of the Act.

Stock Options: An Independent Director shall not be entitled to any stock optionof 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 the shareholders'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) Professional indemnity 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]

Disclosure in Directors' Report pursuant to Section 197(12) of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (i)The ratio of the remuneration of each director to the median remuneration of the employeesof 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) 2.81
2. Mr. Santanu Pal(Executive Director) 2.77
3. Ms. Madhumita Verma(Independent Director) -
4. Mr. Naveen Jangid(Independent Director) -
5. Mr. Avijit Koner(Independent Director) -

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager in the financial year:

Sl. No. Name of the Director Percentage increase in remuneration
1. Mr. Krishan Gopal Rathi(Managing Director) NIL
2. Mr. Santanu Pal(Executive Director) 10.24%
3. Ms. Madhumita Verma(Independent Director) NIL
4. Mr. Naveen Jangid(Independent Director) NIL
5. Mr. Avijit Koner(Independent Director) NIL
6. Ms. Neha Sureka(Company Secretary) NA
7. Ms. Ritika Agarwal(Company Secretary) NA

Notes:

1. Ms. Neha Sureka resigned from the post of Whole Time Secretary and ComplianceOfficer of the Company with effect from April 29 2016.

2. Ms. Ritika Agarwal was appointed as Whole Time Secretary and Compliance Officer ofthe Company with effect from March 31 2017.

(iii) The percentage increase in the median remuneration of employees in the financialyear: Nil

(iv) The number of permanent employees on the rolls of the Company: 9

(v) Average percentage increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentageincrease in the managerial remuneration and justification thereof and point out if thereany exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration is 8.14% for Employees other than Managerial Personneland 10.24 % for Managerial Personnel.

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

Remuneration paid during the year ended March 31 2017 is as per the RemunerationPolicy of the Company.