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Bombay Dyeing & Manufacturing Company Ltd.

BSE: 500020 Sector: Industrials
NSE: BOMDYEING ISIN Code: INE032A01023
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VOLUME 278312
52-Week high 67.60
52-Week low 39.05
P/E
Mkt Cap.(Rs cr) 966.65
Buy Price 46.80
Buy Qty 450.00
Sell Price 0.00
Sell Qty 0.00
OPEN 45.90
CLOSE 45.30
VOLUME 278312
52-Week high 67.60
52-Week low 39.05
P/E
Mkt Cap.(Rs cr) 966.65
Buy Price 46.80
Buy Qty 450.00
Sell Price 0.00
Sell Qty 0.00

Bombay Dyeing & Manufacturing Company Ltd. (BOMDYEING) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company alongwith the audited financial statements for the year ended 31stMarch 2016.

1. FINANCIAL RESULTS:

(Rs. in crore)

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2016 31/03/2015 31/03/2016 31/03/2015
GROSS TURNOVER AND OTHER INCOME 1983.72 2566.75 1995.28 2577.79
Profit before Finance Costs and Depreciation and amortization expenses 231.31 308.98 233.83 310.58
Finance Costs 282.64 227.22 289.92 232.12
Profit/(Loss) before Depreciation and amortization expenses (51.33) 81.76 (56.09) 78.46
Depreciation and amortization expenses 33.91 46.82 34.36 47.27
PROFIT/(LOSS) BEFORE TAX (85.24) 34.94 (90.45) 31.19
Less: Tax (net) - 10.38 0.53 10.68
Less: Minority interest and share ofprofit/loss in associates - - 0.09 (0.16)
PROFIT/(LOSS) AFTERTAX (85.24) 24.56 (91.09) 20.35
Add: Balance in Statement of Profit and Loss of Previous Year 103.50 100.37 31.18 100.37
Add/(Deduct): Depreciation on assets where remaining life is Nil recognized in retained earnings (1.46) (1.54) (1.46) (1.54)
Add/(Deduct): Share in jointly controlled entity and accumulated surplus in associates on consolidation - - 0.18 (68.11)
SURPLUS AVAILABLE FOR APPROPRIATIONS
Appropriations to:
Proposed Dividend 10.33 16.52 10.33 16.52
Dividend Distribution Tax 2.10 3.37 2.10 3.37
Transferred to General Reserve - - -
Balance carried to Balance Sheet 5.83 103.50 (72.16) 31.18

Previous yearfigures have been regrouped where necessary.

2. COMPANYRESULTSANDDIVIDEND:

The Company's turnover & other income for the year was ' 1984 crore as against Rs.2567 crore in the previous year loss for the year was ' 85.24 crore compared to a profitof? 24.56 crore in the previous year. Lower sales in Textiles compared to previous year;lower capacity utilization resulting in lower production inventory loss and volatilecrude oil prices largely affected the PSF business; and delay in getting the approvals forconstruction increase in time related overheads which remained unabsorbed and lower salesof fiats due to difficult market scenario affected the Realty business of the Company. Itwas further compounded by increase in interest costs.

The construction of two towers at Island City Center ("ICC") Dadar byBombay Realty i.e. One ICC and Two ICC is in full swing and is expected to be completedas per schedule by 2018.

Home & You which is the Company's rebranded textile retail business will coverlarger markets and focus would be to grow the Company's consumer base. It would do sothrough product design innovations offerings to cater diverse consumer preferences andexpand product availability on multi channel platforms.

PSF industry saw a dismal growth of 2% in volume in the country which was mainly metthrough increased cheap imports from China. The has in turn affected the Company's PSFbusiness The PSF Division is focusing on innovative product mix and cost reductioninitiatives in order to reduce its cost.

The Directors have recommended a dividend of 0.50 paise per equity share of Rs. 2/-which is subject to shareholders' approval.

Despite loss in the year under review your Directors have recommended dividend out ofthe balance of surplus in Statement of Profit & Loss.

3. CONSOLIDATED FINANCIAL RESULTS:

The Company has prepared Consolidated Financial Statements in accordance with theapplicable Accounting Standards as prescribed under the Companies (Accounts) Rules 2014of the Companies Act 2013. The Consolidated Financial Results reflect the results of theCompany and that of its subsidiary and associates. As required under Regulation 34 of theSEBI [Listing Obligations and Disclosure Requirements ("LODR")] Regulations2015 the Audited Consolidated Financial Statements together with the IndependentAuditors' Report thereon are annexed and form part of this Report.

The summarized consolidated financial results are provided above.

4. BOMBAY REALTY:

The business of Bombay Realty had to face serious challenges in the past two years onaccount of weak global clues general economic slowdown high interest rates and delay inthe receipt of regulatory approvals. Thiis resulted in a slowdown in constructionactivity sales and build up of unsold inventory.

The revenues from real estate activity for the year was ' 470 crore as compared to '444 crore in financial year 2014-15. With the receipt of some of the regulatory approvalsand the consequent pick up in construction activity the Company is now fully geared tocomplete the construction as per schedule and ensure timely delivery of the two towers.

The Company has appointed Hill International Project Management Pvt. Ltd. as theProject Management Consultant (PMC) Sunjaay Athanki Projects Management Pvt. Ltd.(earlier known as Gardiner and ffieobald Construction and Property Consultancy Pvt. Ltd.)as the Professional Quantity Surveyor and Larsen & Toubro Limited as GeneralContractor to undertake the construction work for both the towers of ICC. The constructionon the Slum project at ICC has also commenced and handover is expected as per schedule byAugust 2018.

Construction offtie Plaza' a Luxury High-Street for International Brands at Worliwhich was earlier held up due to legal issues is expected to re-start in the currentfinancial year.

5. HOME & YOU:

The domestic textile market experienced volume as well as value pressure led by weakdemand The influx of cheaper alternatives from unorganised sector and internationalmarkets only compounded the impact on the retail market The Division's gross revenue for2015-16 was ' 306 crore as against ' 407 crore in the previous year.

Sale of Textile unit at Ranjangaon

The Members of your Company through postal ballot in June 2015 had approved tosell/dispose of its textiles processing unit at B-28 MIDC Industrial Area RanjangaonMaharashtra ("Undertaking") to Oasis Procon Pvt. Ltd. New Delhi("Oasis") together with all specified tangible and intangible assets in relationto the Undertaking (excluding its brand name and the specific liabilities) on a slumpsale basis as a going concern and on an "as is where is" basis for aconsideration of Rs. 230 crore. The net proceeds from the sale of the Undertaking was tobe utilized to repay loans and reduce the interest burden of the Company.

As per the terms and conditions reflected in the agreed Term Sheet the prospectivebuyers were obliged to complete the transaction not later than 31st July 2015.However they failed to make the requisite payments under the contract and the sale deedcould not be completed The Company is in the process of finding a new buyer for the saidUnit.

6. POLYESTER DIVISION:

The Division achieved a turnover of? 1168 crore during the year as compared to ' 1498crore in the previous year. In volume terms the reduction was about 6%. Sharp drop incrude oil and petrochemical prices during the year resulted in steep decrease in polyesterprices and thereby reduction in turnover of the Division The average capacity utilizationat 91% was lower than 93% achieved in the previous year but was significantly better thanthe industry average capacity utilization of below 80% during the financial year.

The market sentiment in the domestic polyester staple fibre industry was reflected inan overall growth of 2% compared to the previous year. However PSF imports increased byapproximately 25% in volume far exceeding the growth in domestic demand. Increasedvolatility in raw material prices and increased imports at significantly lower prices haveposed challenges to the Company's Polyester business.

7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

Pursuant to Section 129(3) of the Companies Act 2013 ("the Act") read withRule 5 of the Companies (Accounts) Rules 2014 the statement containing salient featuresof the financial statements of the Company's Subsidiary Associates and Joint Venture (inForm AOC-1) is forming part of the Consolidated Financial Statements. Your Company doesnot have any Material Subsidiary [as defined under the SEBI (LODR) Regulations 2015] ason 31st March 2016.

Pursuant to Section 136 of the Act the Company is exempted from attaching to itsAnnual Report the Annual Report of the Subsidiary Company viz. Archway Investment CompanyLimited.

The financial statement of the Subsidiary Company is kept open for inspection by theshareholders at the Corporate Office of the Company The Company shall provide the copy ofthe financial statements of its Subsidiary Company to the shareholders upon their requestfree of cost The statements are also available on the website of the Company at www.bombaydyeing.com.

8. FIXED DEPOSITS:

During the year the Company repaid the deposits aggregating to ' 95.47 crore. TheCompany also accepted fixed deposits aggregating to ' 77.06 crore from 5119 depositors.

Total deposits outstanding as on 31st March 2016 amounted to ' 78.54 croreout of which 247 deposits aggregating ' 1.36 crore had matured but remained unclaimed.

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureA".

10. EMPLOYEE STOCK OPTION SCHEME (ESOS):

The Information pursuant to the provisions of Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 erstwhile SEBI (Employees Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999 and as per Section 62(1)(b) ofthe Companies Act 2013 read with Rule 12(9) of the Companies (Share Capital andDebentures) Rules 2014 has been provided in "Annexure B" to this Report.

11. RELATED PARTY TRANSACTIONS:

The Company has formulated a policy on dealing with Related Party Transactions. Thepolicy is disclosed on the website of the Company: (weblink http://teknowits.com/bombaydyeing/Corporategov.aspx). All transactions entered into with Related Parties as defined underthe Companies Act 2013 Clause 49 of the Listing Agreement and Regulation 2(1)(zc) andRegulation 23 of SEBI (LODR) Regulations 2015 during the financial year were in theordinary course of business and on an arm's length basis and do not attract the provisionsof Section 188 of the Companies Act 2013.

During the year the Company had not entered into any contract/arrangement/transactions with related parties which can be considered as material innature. The related party transactions are disclosed under Note No. 50 of the Notes toFinancial Statements for the financial year 2015-16.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note No. 51 of the Notes to the FinancialStatements.

13. INSURANCE:

All the properties including buildings plant and machinery and stocks have beenadequately insured.

14. ANNUALRETURN:

The extract of Annual Return pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished inform MGT - 9 in "Annexure C" of this Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

At the Annual General Meeting (AGM) held on 6th August 2015 the members ofthe Company had appointed Dr. (Mrs.) Sheela Bhide as Independent Director for a term offive years with effect from 6th August 2015 upto 5th August 2020.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Nusli N. Wadia (DIN: 00015731) retires by rotation and iseligible for re-appointment.

Necessary information for the re-appointment of Mr. Nusli N. Wadia has been included inthe notice convening the ensuing AGM and requisite details have been provided in theexplanatory statement of the notice. Your directors recommend his re-appointment.

Mr. Jehangir N. Wadia was appointed as the Managing Director of the Company for aperiod of five years from 1st April 2011 upto 31st March 2016. TheBoard of Directors at its Meeting held on 31st March 2016 have re-appointedhim as the Managing Director of the Companyforafurther period offiveyearsfrom 1stApril 2016 upto 31st March 2021 subject to the approval of the members ofthe Company.

Excess remuneration payable to Mr. Jehangir N. Wadia Managing Director for thefinancial year 2015-16 is subject to the approval of Central Government in respect ofwhich the Company has made an application and the approval is awaited.

All the Independent Directors have given a declaration under subsection (7) of section149 of the Companies Act 2013 ("the Act") that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 26(3) of SEBI(LODR) Regulations 2015.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.

Eight Board Meetings were duly convened and held during the year and the details ofboard/committee meetings held are provided in the Corporate Governance Report. The gapbetween meetings was within the period prescribed under the Companies Act 2013.

Key Managerial Personnel

During the year under review Mr. J. C. Bham retired as Company Secretary with effectfrom the close of business hours on 31st May 2015.

Mr. K. Subharaman joined as the Company Secretary of the Company with effect from 1stJune 2015. He resigned as the Company Secretary of the Company with effect from close ofthe business hours on 30th April 2016. The new Company Secretary is expectedto join in July 2016.

Mr. Vinod Hiran joined as the Chief Financial Officer ("CFO") of the Companywith effect from 19th May 2015 and ceased to be the CFO of the Company from 3rdNovember 2015. Mr. Puspamitra Das was appointed as the CFO of the Company at the BoardMeeting held on 31st March 2016 and has joined the Company on 4thApril 2016.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and revised Clause 49 of theListing Agreement and Regulation 17(10) of SEBI (LODR) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance and that of itsstatutory committees viz. Audit Committee Stakeholder Relationship Committee Nominationand Remuneration Committee and Corporate Social Responsibility Committee and that of theindividual directors The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board has adopted on recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration. A brief detail of the policy is given in the Corporate GovernanceReport and also posted on the website of the Company (weblink http://teknowits.com/bombaydyeing/Corporategov.aspx).

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthatsuch internal financial controls are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and external consultant(s) and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2015-16.

17. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement and Regulation 17(7) of SEBI (LODR)Regulations 2015 a Management Discussion and Analysis Report is given in "AnnexureD" to this Report. A separate report on Corporate Governance pursuant to Clause 49 ofthe Listing Agreement and Regulation 34(3) and 53(f) of SEBI (LODR) Regulations 2015along with a certificate from the Statutory Auditors of the Company regarding complianceof the conditions of Corporate Governance are annexed to this Report as "AnnexureE".

18. PARTICULARSOFEMPLOYEES:

The Information as per Section 197(12) of the Companies Act 2013 ("theAct") read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report as "Annexure F".However as per the provisions of Section 136 of the Act the report and accounts arebeing sent to the Members and others entitled thereto excluding the information onemployees' remuneration particulars as required under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 which is available forinspection by the Members at the Corporate Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the Company inthis regard.

19. AUDITORS:

Statutory Auditors

The Company's Auditors M/s. Kalyaniwalla & Mistry Chartered Accountants Mumbaiwho pursuant to Section 139 of the Companies Act 2013 retire at the ensuing AnnualGeneral Meeting (AGM) of the Company and are eligible for re-appointment from theconclusion of current AGM up to the conclusion of the following AGM. ffiey have confirmedtheir eligibility under Section 141 of the Act and the Rules framed there under forre-appointment as Auditors of the Company. As required under Clause 49 of the ListingAgreement and Regulation 33.1 (d) ii of SEBI (LODR) Regulations 2015 the auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with Rule 14 of the Companies(Cost Records and Audit) Amendment Rules 2014 the cost audit records maintained by theCompany in respect of its Polyester and Real Estate Divisions are required to be auditedThe Directors on the recommendation of the Audit Committee appointed M/s. N. I. Mehta& Co. to audit the cost accounts of the Company for the financial year ending 31stMarch 2016 on a remuneration of ' 500000/- (Rupees Five Lakh) plus out of pocketexpenses and applicable taxes. The remuneration payable to the Cost Auditor is required tobe ratified by the shareholders at the AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Parikh & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company The Report of the Secretarial Auditor isannexed herewith as "Annexure G".

Internal Auditors

M/s. Aneja & Associates ceased to be internal auditors of the Company with effectfrom the closing of business hours on 31st December 2015.

At the Board Meeting held on 18th December 2015 M/s. Ernst & YoungChartered Accountants were appointed as the Internal Auditors of the Company.

20. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status and the Company's operations infuture.

21. MATERIAL CHANGES:

The Board of Directors of your Company had approved to sell/ dispose of its textilesprocessing Unit at B-28 MIDC Industrial Area Ranjangaon Maharashtra details of whichhave been provided on Page No. 16 of this report.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Audit plays a key role in providing an assurance to the Board of Directorswith respect to the Company having adequate Internal Control Systems The Internal Controlsystems provide among other things reasonable assurance of recording the transactions ofits operations in all material respects and of providing protection against significantmisuse or loss of Company's assets. Details about the adequacy of Internal FinancialControls are provided in the Management Discussion and Analysis Report.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The CSR Committee was constitutedby the Board of Directors of the Company comprising of three directors includingIndependent Directors The CSR policy of the Company and the details about the developmentof CSR Policy and initiatives taken by the Company on Corporate Social Responsibilityduring the year are in accordance with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 in "Annexure H" to this report provides the requisitedetails.

24. AUDITORS QUALIFICATIONS:

The remarks if any either by the Auditors or by the Practicing Company Secretary intheir respective reports have been dealt with appropriately in this report.

25. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Assessment & Management Policy. Your attention isdrawn to the Report on Corporate Governance for details.

26. AUDITCOMMITTEE:

The Audit Committee of the Company comprises of 5 Independent Directors Thecomposition of directors and other details are provided in the Corporate Governance Reportof the Company. The Company has established a vigil mechanism through the committeewherein the genuine concerns can be expressed by the employees and directors The Companyhas also provided adequate safeguards against victimization of employees who express theirconcerns The Company has provided the details of the vigil mechanism in the WhistleBlower Policy in the Corporate Governance Report and also posted these on the website ofthe Company: (http://teknowits.com/bombaydyeing/Corporategov.

27. CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT:

Securities and Exchange Board of India (SEBI) vide its Order - PR No. 66/2016 dated 22ndMarch 2016 had passed an interim order against the Company's Registrar & TransferAgent (R&TA) Sharepro Services (India) Pvt. Ltd. ("Sharepro") inter-aliarestraining Sharepro and several entities linked with the management of Sharepro frombuying selling or dealing in the securities market or associating themselves withsecurities market either directly or indirectly in any manner till further directions.Companies who are clients of Sharepro had also been advised by SEBI to change theR&TA.

The Company's agreement with Sharepro came to an end on 31st March 2016 byefflux oftime.

In line with the SEBI directive the Company at its Board Meeting held on 31stMarch 2016 has appointed M/s. KARVY COMPUTERSHARE PRIVATE LIMITED("Karvy'’) having its Registered Office at "Karvy House" No 46 Avenue4 Street No. 1 Banjara Hills Hyderabad 500 034 as the Company's Registrar and TransferAgent with effect from 1st April 2016.

Members are requested to note the change in the Company's R&TA from Sharepro toKarvy.

28. LISTINGAGREEMENT:

The Securities and Exchange Board of India (SEBI) on 2nd September 2015issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with theaim to consolidate and streamline the provisions of the Listing Agreement for differentsegments of capital markets to ensure better enforceability The said regulations wereeffective 1st December 2015. Accordingly all listed companies were requiredto enter into the Listing Agreement within six months from the effective date The Companyentered into Listing Agreement with BSE Limited and National Stock Exchange of IndiaLimited in December 2015.

29. APPRECIATION

The Directors express their appreciation to all employees of the various divisions fortheir diligence and contribution to performance The Directors also record theirappreciation for the support and co-operation received from franchisees dealers agentssuppliers bankers and all other stakeholders. Last but not the least the Directors wishto thank all shareholders for their continued support.

On behalf of the Board of Directors

Place: Mumbai NUSLI N.WADIA
Date: 27th May 2016. Chairman

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014]

A. CONSERVATION OF ENERGY

(a) Energy Conservation measures taken

Some of the measures your Company had undertaken/ continued to implement during theyear under report in the high priority area of energy conservation are given below:

Textile operations

The Company is in the process of selling of its Textile Processing Unit at RanjangaonMaharashtra and has therefore suspended its operations.

PSF operations

- Rain water harvesting from multiple locations. Rain water was transferred undergravity by stopping pumps to reduce power consumption.

- Spinning quench temp increased by 80C to reduce TR load.

- Power consumption was reduced by optimizing compressors operation.

- Chiller load was reduced by 40% by process optimization.

- Process optimization for eliminating need for running one cooling water pump.

- KVX system was installed in HTF Heater to reduce RLNG consumption.

- Optimization of process in HTF venting to avoid heat loss.

- Waste heat recovery achieved through improvement projects.

- TiO2 dilution tank agitator operation control to reduce power consumption.

- Electro Static Precipitator power load reduced by 40% through process optimisation.

- Optimisation of Slurry Feed temp to reduce reaction heat load.

- Optimisation of Catalyst dosing in Slurry to reduce esterification temperature.

- Nitrogen blanketing in Vapour Separator to facilitate reaction at lower temperature.

- Coal fired boiler ESP power load reduced by 50%.

- Retrofitting ofblowerfor increasing Baling capacity.

(b) Additional Investments & proposals if any being implemented for reduction ofconsumption of energy

PSF operations

- Power generation through Low-cost Steam Turbine (LST).

- Side screw extrusion through polymer cooler.

- HYPOX system for spin packs cleaning to reduce energy consumption.

- Manual Baling press for reduction in Energy Consumption.

- Recyclingofspinfinish&DMwater.

- Energy Conservation by various process improvement projects.

(c) Impact of measures at (a) & (b) for reduction of energy consumption andconsequent impact on the cost of production ofgoods.

PSF operations

- Improvement in specific energy consumption per MT of PSF production.

(d) Total Energy Consumption and Energy Consumption per unit of production inprescribed Form A.

- As per 'Form A attached.

B. TECHNOLOGY ABSORPTI ON

Research and Development (R & D).

1. Specific areas in which R&D carried out by the company PSF operations

- Super micro denier products development.

- Commercialisation of coarser denier in OPW BLK & SD products.

- Development of low shrinkage/High elongation fibre.

- Development of spun lace fibre (with FDA approvals) for nonwovens.

- Dope dyed (BLK/OPW) Super high tenacity fibre.

- 0.8/0.9/1.0 D OPW fibrefor ring spinning.

- Optimisation of oil pick up in fibre for better performance at customer end.

- Development of customised products for Air Jet & ROTO spinning.

2. Benefits derived as a result of the above R&D PSF operations

- Improvement in product mix & availability of value added products.

- Improved customer base & market share.

3. Future plan of action PSF operations

- Increasing in volume ofOPW & Black fibre by widening the denier mix.

- Key focus to increase the volume of micro & finer denier products.

- To establish speciality products like Low Shrinkage/ high elongation PSF Low cutlength PSF OPW & Black Super High Tenacity spunlace (FDA) Anti-Microbial and Hygiene& Flame Retardant Products.

- Development of infrastructure to establish special finish application for nonwovens.

- Improvement & optimization of processing dope dyed micro fibres.

- Execution of various process improvement projects for reduction in energyconsumption.

4. Expenditure on R & D

- Expenditure reported on R & D during the year under report: ' Nil (previous year- ' Nil).

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

1. Efforts in brief made towards technology absorption adaptation and innovation:

PSF operations

- Process optimisation carried out to increase productivity.

- Process optimisation for energy conservation.

- Productivity of high staple length technical textile fibres was improved.

- Super micro denier developed for fine count yarns.

- High Tenacity optical white fibre developed.

2. Benefits derived as a result of the above efforts:

PSF operations

- Increased Volume of value added speciality products.

- Improved Customer satisfaction.

- Reduction in cost of production.

3. Information regarding technology imported during the last 5 years:

- Technology imported: - Nil

- Year of import: - N/A

- Has Technology been fully absorbed? - N/A

- If not fully absorbed areas where this has not taken place reasons therefore andfuture plans of action: - N/A

- PSF operation - Nil

4. Foreign Exchange Earnings & Outgo:

(i) Activities relating to exports initiatives taken to increase exports developmentof export markets for products and services and export plans:

PSF

PSF export volume increased by 20% over previous year. Export market was expanded bothin terms of volume & new markets.

(ii) Total foreign exchange used and earned:

Rs. in crore
Total foreign exchange used 683.61
Total foreign exchange earnings 278.02

On behalf of the Board of Directors

Place: Mumbai NUSLI N.WADIA
Date: 27th May 2016. Chairman

FORM 'A'

Form for disclosure of particulars with respect to conservation of energy

Production Current Year Previous Year
A. POWER AND FUEL CONSUMPTION Unit
1 Electricity
(a) Purchased
Unit (KWH in lakhs) 584.14 674.74
Total Amount ( Rs. in crore) 44.27 42.99
Rate/Unit (Rs.) 7.58 6.59
(b) Own Generation
(trough Diesel Generator)
Unit (KWH in lakhs) - 0.06
Units per Ltr. of Diesel - 2.50
Cost/Unit (Rs.) - 26.02
2 Furnace Oil/L.S.H.S.
Quantity (in M. Tons) 3189.01 1539.00
Total Cost ( Rs. in crore) 6.39 5.14
Average Rate (in Rs. per M.T.) 20037.57 33374.43
3 RLN GAS
Quantity in (MMBTU) 270102.85 364833.12
Total Cost ( Rs. in crore) 18.12 34.33
Average Rate (in Rs. per MMBTU) 670.97 940.98
4 Coal
Quantity (in M. Tons) 32335.89 46325.81
Total Cost ( Rs. in crore) 13.27 25.34
Average Rate (in Rs. per M.T.) 4103.45 5469.39
B. CONSUMPTION PER UNIT OF PRODUCTION
1 Electricity (KWH)
Cloth 1000 Mtrs 1440.08 479.47
PSF per M.T. 371.21 367.30
2 Furnace Oil/L.S.H.S.(M.T.)
PSF per M.T. 0.02 0.01
3 RLN GAS
PSF per MMBTU 1.81 2.28
4 Coal (M.T.)
Cloth 1000 Mtrs 0.95 0.88
PSF per M.T. 0.21 0.20

ANNEXURE B to Directors' Report:

Disclosure pursuant to the provisions of Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 erstwhile SEBI (Employees Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999 and as per Section 62(1)(b) of theCompanies Act 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures)Rules 2014.

Particulars No. of Options
(a) Options granted Prior to Sub-division of shares from face value of ' 10/- per share to Rs. 2/- per share.
Financial Year: 2002-03 70000 Options
Financial Year: 2003-04 55000 Options
Financial Year: 2004-05 23700 Options
Financial Year: 2005-06 14500 Options
Financial Year: 2006-07 1210 Options
Financial Year: 2012-13 14000 Options
Total 178410 Options

Post Sub-division of shares from face value of ' 10/- per share to Rs. 2/- per share

Financial Year: 2013-14 50000 Options

The numbers of options have been appropriately adjusted upon sub-division of the equityshares on 31st October 2012 as under:

Financial Year No. of Options granted prior to Sub-division of shares Adjusted No. of Options post Sub-division of shares
2002-03 70000 350000
2003-04 55000 275000
2004-05 23700 118500
2005-06 14500 72500
2006-07 1210 6050
2012-13 14000 70000
2013-14* - 50000
Total 178410 942050

*Options issued subsequent to the sub-division

(b) The pricing formula Prior to the amendment to the Employee Stock Option Scheme(ESOS) of the Company at the Annual General Meeting held on 7th August 2012the exercise price was ' 10/- per share.

After the said amendment the exercise price was determined in accordance with thepricing formula approved by the shareholders on 7th August 2012 i.e. at thelatest available closing market price on the stock exchange having highest trading volumeprior to the date of the meeting of the Board of Directors or Nomination and RemunerationCommittee in which options were granted.

Accordingly the options were granted at an exercise price of ' 10/- per share for thegrants made during the Financial Years 2002-03 to 2006-07 i.e. prior to the amendment tothe scheme on 7th August 2012.

Subsequent to the amendment 14000 options were granted at an exercise price of '528.25 being the closing market price on the previous date of grant i.e. 6thAugust 2012 for the grants made on 7th August 2012 which was prior to thesub-division of shares.

Consequent upon the sub-division of equity shares on and from 31st October2012 the exercise price was adjusted as under:

Date of Grant Adjusted Exercise Price ('/share)
07.08.2012 105.65

Further 50000 Options were granted at an exercise price of ' 79.50 being the closingmarket price on the previous date of grant i.e. 27th May 2013 for the grantsmade on 28th May 2013.

Particulars No. of Options
(c) Options vested (as at 31st March 2016) 859550 Options
Options vest 1 year after the date of grant of options
(d) Options exercised (as at 31st March 2016) 789550 Options
(e) The total number of shares arising as a result of exercise of option 789550 Equity Shares
(f) Options lapsed 82500 Equity Shares
(g) variation of terms of options N/A
(h) Money realized by exercise of options ' 1579100/-
(i) Total number of options in force 70000 Options
(j) Employee wise details of options granted to:
(i) Senior managerial personnel 70000 Options granted to the ex-Joint Managing Director Mr. Durgesh Mehta
(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year N/A
(iii) Identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant N/A
(k) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 Earnings Per Share ' (4.13)
(l) Employee compensation cost:
(i) Method of calculating employee Compensation cost The Company has calculated the employee compensation cost using the intrinsic value method of accounting for the Options granted under the Scheme
(ii) Difference between the employee compensation cost so computed at (i) above and the employee compensation cost that shall have been recognised if it had used the fair value of the Options ' Nil

 

Particulars No. of Options
(iii) The impact of this difference on the profits and on EPS of the Company The effect on the profits and earnings per share had the fair value method been adopted is presented below:
Profit After Tax Rs. in crore
As reported (85.24)
Add: Compensation cost as per Intrinsic Value Nil
Less: Compensation cost as Per Fair Value (Black-Scholes model) Nil
Adjusted Profit (85.24)

 

Earnings Per Share Basic (Rs.) Diluted (Rs.)
As reported (4.13) (4.13)
As adjusted (4.13) (4.13)
(m) Weighted-average exercise price and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. [Also refer point (b)] No options were granted during the year
(n) Description of method and significant assumptions used during the year to estimate the fair values of options:
i) risk - free interest rate
ii) expected life of options Not Applicable
iii) expected volatility
iv) expected dividends
v) the price of the underlying share in market at the time of option grant

 

On behalf of the Board of Directors
Place: Mumbai NUSLI N.WADIA
Date: 27th May 2016. Chairman

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