TO THE MEMBERS OF BRAND REALTY SERVICES LIMITED
Your Directors have great pleasure in presenting the Annual Report together with theAudited Statement of Annual Accounts for the Year ended 31st March 2016.
(Rupees in lakhs)
|Particulars ||2015-2016 ||2014-2015 |
|Income/(Loss) from Operation ||292.74 ||326.51 |
|Expenditure ||233.22 ||292.71 |
|Gross Profit/(Loss) after Interest ||59.52 ||33.80 |
|But before Depreciation and Tax || || |
|Less: Depreciation ||20.37 ||19.10 |
|Less: Profit/(Loss) after Depreciation ||39.15 ||14.70 |
|Provision For Tax ||9.08 ||6.62 |
|Less/Add:-Income Tax Paid/W.Back ||0.00 ||0.00 |
|Profit available for appropriation ||30.07 ||8.08 |
|Transfer to General Reserve ||0.00 ||0.00 |
|Balance retained in Profit & Loss Account ||30.07 ||8.08 |
The over all performance for the financial year ended 31st March 2016 wassatisfactory. The profits of company earned during the year were amounted to Rs. 30.07lacs.However your Directors are confident that the company will do much better in futureand trying its level best to further improve its performance.
In order to conserve resources for expanding the business your Directors have opinednot to recommend any dividend for the year 2015-2016.
(A) Authorized Share Capital
The Authorized Share Capital of the Company stands at Rs.160000000/-(divided into16000000 Equity shares of 10/- each). During the year there has been no changein the Authorized Share Capital of the Company.
(B) Paid-up Share Capital Equity
The paid up Share Capital of the Company stands at Rs. 30044000/- (divided into3004400 Equity shares of 10/- each). During the year there has been no change inthe paid up Share Capital of the Company.
MANAGEMENT DISCUSSIONS AND ANALYSIS
As per Listing Agreement with the Stock Exchanges the Management Discussion andAnalysis report is annexed as "ANNEXURE-I" to this Report.
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as "ANNEXURE -II" to this Report.
However in terms of Section 136(1) of the Act this Report and Financial Statementsare being sent to the members and others entitled thereto excluding the Statement ofParticulars of Employees as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The said statement is available forinspection by the Members at the Registered Office of the Company during business hours onworking days up to the date of the ensuing Annual General Meeting. If any member isinterested in obtaining a copy thereof the same is made available to him on receiving arequest.
Retirement benefit in the form of provident fund is a defined contribution scheme. Thecontributions to the provident fund are charged to the statement to the profit and lossfor the year when the contributions are due.
Provisions have been made in the accounts for expenses of gratuity.
DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014 A. CONSERVATION OF ENERGY
Your Company is not engaged in any manufacturing activity and thus its operation arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy.
B. TECHNOLOGY ABSORPTION
Your Company actively pursues a culture of technology adoption leveraging on theadvancement to serve customers better manage process efficiently and economically andstrengthen control systems. The Company has maintained a technology friendly environmentfor its employees to work in. In keeping with the current trends in the areas of digitalmarketing and social media the Company has effectively used these avenues in positioningitself in the market place and gain better Customer engagement.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earnings and outgo in foreign exchange during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of Loans Guarantees and Investments are within the limits of provisions ofSection 186 of the Companies Act 2013 and rules made thereunder. There has been nodefault in repayment of deposits or payment of interest thereon during the financial yearended on 31st March 2016. Further there are no deposits which are innon-compliance with the requirements of Chapter V of the Act.
CODES STANDARDS AND COMPLIANCES THE REUNDER CODE OF CONDUCT FOR THE BOARD OF DIRECTORSAND THE SENIOR MANAGEMENT PERSONNEL
Your Company has adopted a Code of Conduct for its Board of Directors and the SeniorManagement Personnel. The Code requires the Directors and employees of the Company to acthonestly ethically and with integrity and in a professional and respectful manner. Duringthe year under review the Code of Conduct was revised as per the revised ListingAgreement. A declaration by Chairman & Whole Time Director with regard to compliancewith the said code forms part of this Annual Report.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
Your Company has in place a Code for Prevention of Insider Trading Practices inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 as amended and has dulycomplied with the provisions of the said code.The details of the same are provided inCorporate Governance forming part of this Annual Report.
Manner & Criteria of formal annual evaluation of Board's performance and that ofits committees and Individual Directors
In compliance with requirements of the Act and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the formal annual performance evaluation ofthe Board its Committees and Individual Directors has been conducted as under:
A. Manner of evaluation as recommended to the Board by the Nomination and RemunerationCommittee
1. The Chairman of the Board consulted each Director separately about the performanceof Board Committees and other Directors and sought inputs in relation to the above. TheChairman then collated all the inputs and shared the same with the Board.
2. In respect of the evaluation of Chairman of the Board the Chairman of theNomination and Remuneration Committee collated the inputs from Directors about Chairman'sperformance as a Director of the Board and/or Chairman or the Member of the BoardCommittees and shared the same with the Board.
The Board as a whole discussed the inputs on performance of Board/Committees/IndividualDirectors and performed the evaluation excluding the Director being evaluated.
B. Criteria of evaluation as approved by the Nomination and Remuneration Committee
The aforesaid evaluation was conducted as per the criteria laid down by the Nominationand Remuneration Committee as follows:
Performance of Evaluation Criteria
|1) Board as a whole || Fulfilment of functions of the Board(for instance guiding corporate strategy risk policy business plans corporate performance monitoring Company's governance practices etc. as per the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 |
| || Number of Board Meetings held during the year. |
|2) Board Committees || Fulfilment of functions of the Committee with reference to its terms of reference the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 |
| || Number of Committee Meetings held during the year. |
|3) Individual Directors || Fulfilment of responsibilities as a Director as per the Act SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and applicable Company policies and practices |
| || In case of the concerned Director being Independent Director Executive Director Chairperson or Member of the Committees with reference to such status and role |
| || Board and/or Committee meetings attended |
| || General Meetings attended. |
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosureRequirements) Regulations 2015 mandated the formulation of certain policies foralllisted companies. All our corporate governance policies are available on our website.
The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In addition to its Code of Conduct and Ethics key polices thathave been adopted by the company are as follows:
1. WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and[Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015] the Company has adopted a Whistle Blower Policy which provides for a vigilmechanism that encourages and supports its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. It also provides for adequate safeguards against victimisationof persons who use this mechanism and direct access to the Chairman of the Audit Committeein exceptional cases. The details of the same are provided in Corporate Governance Reportforming part of this Annual Report.
2. PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Workplace and an Internal Complaints Committee (ICC) has beenconstituted thereunder. The primary objective of the said Policy is to protect the womenemployees from sexual harassment at the place of work and also provides for punishment incase of false and malicious representations.
3. COMPREHENSIVE RISK MANAGEMENT POLICY
Your Company has formulated and adopted a Comprehensive Risk Management Policy whichcovers a formalised Risk Management Structure alongwith other aspects of Risk Managementi.e. Credit Risk Management Operational Risk Management Market Risk Management andEnterprise Risk Management. The Risk Management Committee of the Board on periodic basisoversees the risk management systems processes and minimization procedures of theCompany.
4. NOMINATION REMUNERATION AND EVELUATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination Remuneration & Evaluation Policy which inter-alia lays down thecriteria for identifying the persons who are qualified to be appointed as Directors and/orSenior Management Personnel of the Company alongwith the criteria for determination ofremuneration of Directors KMPs and other employees and their evaluation and includesother matters as prescribed under the provisions of Section178 of Companies Act 2013 and[Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]. The details of the same areprovided in Corporate Governance Report forming part ofthis Annual Report.
5. RELATED PARTY TRANSACTION POLICY
Related Party Transaction Policy as formulated pursuant to [Regulation 23 of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015]by the Company definesthe materiality of related party transactions and lays down the procedures of dealing withRelated Party Transactions. The details of the same are provided in Corporate GovernanceReport forming part of this Annual Report.
6. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The criteria for Director's appointment has been set up by the Nomination andRemuneration Committee which includes criteria for determining qualifications positiveattributes independence of a director and other matters provided under Sub Section (3) ofSection 178 of the Companies Act 2013("the Act"). The Remuneration Policy isattached as "ANNEXURE-III" to the Board's Report.
LISTING OF SECURITIES
The Company's shares are listed at The Bombay Stock Exchange Ltd. Mumbai. The addressof the Stock Exchange is Phiroze Jeejeebhoy Towers Dalal Street MumbaiMaharashtra-400001. The Company has paid listing fees to the Stock Exchange Mumbai forthe year 2016-17.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) 2015 with the aim to consolidate andstreamline the provisions of the Listing Agreement for different segments of capitalmarket to ensure better enforceability . The said regulations were effective from December1 2015. Accordingly all listed companies were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with Bombay Stock Exchange Limited on February 18 2016.
DIRECTORS & KEY MANAGERIAL PERSONNEL
A brief resume of all the Directors nature of their expertise in specific functionalareas and names of companies in which they hold directorships memberships/ chairmanshipsof Board Committees and their shareholding in the Company are provided below: Mr. KamalManchanda aged 54 years is a B. Tech. Graduate and has wide experience in the field ofReal Estate and financial sector. He is also Director in other Companies viz. Era ResortsPrivate Limited Sahil and Elite Stock Broking Limited Brand Realty Private LimitedTradewell Portfolios Private Limited Elite Realty Infratech Private Limited Centre PointHospitality Management Private Limited
Bakers Studio Private Limited Realtor Today Private LimitedRepoi Real Estate ServicesPrivate LimitedK.R.Buildtech Private LimitedThree A Innovative Consultancy PrivateLimitedSahil Securities Private LimitedGeek Securities (India)Private LimitedGTHSRetails Private Limited and Elite Landbuild Private Limited and Designated Partner in GSUE Consulting LLP . He is also a member of Share Transfer and Investor Grievance Committeeand audit committee of your Company. He holds 1535745 Equity Shares in your Company as onfinancial year ended 31.03.2016.
In accordance with the requirements of the Companies Act 2013 and the Company'sArticles of Association he is liable to retire by rotation in this AGM and beingeligible offered himself for reappointment. Directors solicit their approval for herreappointment as a director of the Company.
Mrs. Aruna Manchanda aged 46 years is an Arts Graduate and has wide experience in thefield of education and financial sector. She is also Director in other Companies viz.Sahil Securities Private Limited Brand Realty Private Limited Tradewell PortfoliosPrivate Limited Realtor Today Private Limted Repoi Real Estate Services Private Limitedand Designated Partner in Ohaana Clothing LLP. She is also a member of Share Transfer andInvestor Grievance Committee of your Company. She holds 755760 Equity Shares in yourCompany as on the financial year ending 31.03.2016.
Mr. Surendra Kancheti aged 57 years is a Chartered Accountant and has wide experiencein the field of accounts financial market and wealth management. He is an Independentdirector of your company. He is also a Director in other companies viz. Sri Agencies &Logistics Private Limited S K Wealth Creators Private Limited and Wealth Creators PrivateLimited. He is also a member of Audit Committee of your Company. He does not hold anyshare in your Company.
Mr. Nalin Mohan Mathur aged 62 years is a M.A. Post Graduate in Economics and has wideexperience in the field of export management. He is not director in any other company. Hedoes not hold any share in your Company. He is an Independent director of your company. Heis also a member of Audit Committee of your Company.
During the year under review Ms. Shiwani Aggarwal was appointed as Company Secretaryand Compliance Officer of the Company w.e.f 10.12.2015.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid own under Section 149(6) of the Companies Act 2013 and ListingRegulations.
Based on the confirmations received none of the Directors are disqualified for beingappointment/re-appointment as directors in terms of Section 164 of the Companies Act2013.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors would like to inform that the audited accounts containing the FinancialStatements for the year ended 31st March 2016 are in conformity with therequirements of the Companies Act 2013 and they believe that the financial statementsreflect fairly the form and substance of transactions carried out during the year andreasonably present the Company's financial condition and results of operations. TheseFinancial Statements are audited by M/s. R. Rastogi & Co. Chartered AccountantsStatutory Auditors of the Company. Pursuant to the provisions of Section 134(5) of theCompanies Act 2013 it is hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable Accounting Standards had been followed along with proper explanation relatingto material departures
(b) 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 2016 and of the profit ofthe Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the directors have prepared the annual financial statements on a going concernbasis;
(e) the directors have laid down Internal Financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company holds at least four Board Meetings in a year one in each quarterinter-alia to review the financial results of the Company. The Company also holdsadditional Board Meetings to address its specific requirements as and when required. Alldecisions and urgent matters approve by way of circular resolutions are placed and notedat the subsequent Board Meeting. Annual calendar of meetings of the Board are finalizedwell before the beginning of the financial year after seeking concurrence of all theDirectors. During the financial year 2015-16 Twelve(12) Board Meeting were convened andheld as on 01.04.2015 14.05.2015 31.07.2015 05.09.2015 31.10.2015 09.12.201530.01.2016 18.02.2016 29.02.201622.03.2016 28.03.2016 and 30.03.2016. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and the Listing Agreement. The details of the Board Meetings held during the year alongwith the attendance of the respective Directors thereat are set out in the CorporateGovernance Report forming part of this Annual Report and annexed as"ANNEXURE-IV".
INTERNAL AUDIT & INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has an Internal Audit Department headed by a Senior Mangement PersonnelMr. Manava Prem Arora Prem & Associates Chartered Accountant. He was appointed as anInternal Auditor under the provisions of Section 138 of the Companies Act 2013 whoreports to the Audit Committee of the Board.
The Internal Audit Department conducts comprehensive audit of functional areas andoperations of the Company to examine the adequacy and compliance with policiesprocedures statutory and regulatory requirements. Significant audit observations andfollow up actions thereon are reported to the Audit Committee. The Audit Committee reviewsadequacy and effectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations. The audit function maintains its independence andobjectivity while carrying out assignments. It evaluates on a continuous basis theadequacy and effectiveness of internal control mechanism. The function also proactivelyrecommends improvement in policies and processes suggests streamlining of controlsagainst various risks.
Your Company has laid down set of standards processes and structure which enables itto implement internal financial control across the Company and ensure that the same areadequate and operating effectively.
There was no material change affecting the financial position of the company betweenthe date of balance sheet and the date of this report.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed Mr. Parveen Rastogi & Co Practicing Company Secretariesto undertake the Secretarial Audit of the Company for the financial year 2015-16. TheSecretarial Audit Report for the financial year ended March 31 2016 is annexed as"ANNEXURE-V" to this report. The said report does not contain anyqualification reservation or adverse remark however contains certain observations ofthe Secretarial Auditor which are self explanatory and thus do not call for any furthercomments.
M/s R. Rastogi & Co. Chartered Accountants the Company's Auditors retire at theconclusion of this Annual General Meeting and being eligible offer themselves forre-appointment which if made will be in confirmation with the provisions of Section 139of Companies Act 2013 and Rules made thereunder.
AUDITOR'S REPORT AND NOTES TO ACCOUNTS
The observations made by the auditors are self explanatory and have also been furthersimplified in the notes to accounts.
Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management aswell as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.
AUDIT COMMITTEE & OTHER BOARD COMMITTEES
The Company has a duly constituted Audit Committee as per the provisions of Section 177of Companies Act 2013 and Listing Agreement with the stock exchanges. The Board ofDirectors has constituted other committees namely Nomination and RemunerationCommittee Stakeholders' Relationship Committee and Risk Management Committee whichenables the Board to deal with specific areas / activities that need a closer review andto have an appropriate structure to assist in the discharge of their responsibilities. Thedetails of the composition of the Audit Committee alongwith that of the other Boardcommittees and their respective terms of reference are included in the CorporateGovernance Report forming part of this Annual Report. The Audit Committee and other BoardCommittees meet at regular intervals and ensure to perform the duties and functions asentrusted upon them by the Board. The details of the Audit Committee and other BoardCommittees are also set out in the Corporate Governance Report forming part of this AnnualReport.
RELATED PARTY TRANSACTIONS
There was no materially significant related party transactions i.e. transaction ofmaterial nature with its promoters directors or senior management or their relativesetc. that may have potential conflict with the interest of Company at large. Transactionsentered with related parties as defined under the Companies Act 2013 and ListingAgreement during the financial year 2015-16 were mainly in the ordinary course of businessan on an arm's length basis.
Prior approval of the Audit Committee is obtained by the Company before entering intoany related party transaction as per the applicable provisions of Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) 2015. As per the provisions ofSection 188 of the Companies Act 2013 approval of the Board of Directors is alsoobtained for entering into Related Party Transactions by the Company. A quarterly updateis also given to the audit Committee and the Board of Directors on the related partytransactions undertaken by the Company for their review and consideration.
During the year the Company has not entered into any material contract arrangement ortransaction with related parties as defined under SEBI (Listing Obligations andDisclosure Requirements) 2015 and Related Party Transaction Policy of the Company.
None of the Directors have any pecuniary relationships or transactions vis--vis theCompany.
The Company is committed to adhere to best corporate governance practices. A detailedreport on Corporate Governance alongwith a certificate from Auditors of the Companyregarding compliances of conditions of Corporate Governance as stipulated under SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 forms part theAnnual Report as per "ANNEXURE-IV."
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2016 in the prescribed form MGT 9 forms part of thisreport and is annexed as "ANNEXURE - VI".
The Company continued to maintain harmonious and cordial relations with its workers inall its Divisions which enabled it to achieve this performance level on all fronts.
Your Director's wish to place on records their gratitude to the Companies CustomersBankers Shareholders dealers and suppliers for their assistance and co-operation and whohave helped the company in its endeavor. The board also places on record its deepappreciation for the excellent support received from the employees at all level during theyear.
| ||By order of the Board of Directors || |
| ||Sd/- ||Sd/- |
| ||Kamal Manchanda ||Aruna Manchanda |
|Place: Delhi ||(Whole time Director) ||(Director) |
|Dated: 01/09/2016 ||DIN: 00027889 ||DIN : 00027965 |
TO THE DIRECTOR'S REPORT
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:
|Sl. No. ||Requirements ||Disclosure |
|I ||The ratio of the remuneration of each director to the median remuneration of the employees for the financial year 2015-16. ||Executive Director |
| || ||Mr. Kamal Manchanda -Chairman & Whole Time Director Rs.18 lacs. |
| || ||Non-Executive Directors |
| || ||Mrs. Aruna Manchanda Non-Executive Director Nil |
| || ||Mr. Surendra Kancheti Independent Director - Nil |
| || ||Mr. Nalin Mohan Mathur Independent Director Nil |
|II ||The percentage increase in remuneration of each Director in the financial year. ||Executive Director |
| || ||Mr. Kamal Manchanda -Chairman & Whole Time Director Rs.18 lacs. |
| || ||There is no increase in his remuneration. |
| || ||Non-Executive Directors |
| || ||Mrs. Aruna Manchanda Non-Executive Director Nil |
| || ||Mr. Surendra Kancheti Independent Director --Nil |
| || ||Mr. Nalin Mohan Mathur Independent Director Nil |
|III ||The percentage increase in the median remuneration of employees in the financial year. ||There was 28% average increase in the remuneration of 4 employees in the financial year. |
|IV ||The number of permanent employees on the rolls of the Company. ||There were 40 permanent employees on the rolls of the Company as on March 31 2016. |
|V ||The explanation on the relationship between average increase in remuneration and Company's performance. ||The Company inter-alia considers the following factors for deciding upon the increase in the remuneration of the employees:(a) Individual Performance/ contribution of the Employee vis--vis Company Performance;(b) Industry Benchmarking(c) Balance between fixed and incentive payreflecting short and long term performance objectives. |
|VI ||Average percentile increase already made the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. ||There was 28% average increase in the remuneration of 4 employees in the financial year. |
|VII ||The key parameters for any variable component of remuneration availed by the Director ||Any variable component of remuneration payable to the Directors is based on the parameters as approved by the Board of Directors on the basis of the recommendation of the Nomination & Remuneration Committee of the Board. |
| || ||The said parameters are set considering the provisions of applicable regulations Nomination (including Boards' Diversity) Remuneration and Evaluation Policy of the Company and the respective resolution(s) of the Members of the Company as applicable. |
|VIII ||The ratio of the remuneration of the highest paid director to that of the employees who are not directorsbut receive remuneration in excess of the highest paid director during the year. ||During the financial year 2015-16 there is no employee in the Company who is not a director but receives remuneration in excess of the highest paid director i.e. Whole time Director of the Company. |
|IX ||Affirmation that the remuneration is as per remuneration policy of the Company. ||It is hereby affirmed that the remuneration is as per the Nomination and the Remuneration Policy of the Company. |
TO THE DIRECTOR'S REPORT REMUNERATION POLICY
This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwiththe applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 [ SEBI Listing Regulations]. On the recommendation ofNomination & Remuneration Committee this policy has been approved by the Board ofDirectors.
The Policy relates to designing the remuneration for the Directors Key ManagerialPersonnel (KMPs) Senior Management Personnel (SMPs) and other employees of the Company.
a) "Board":- Board means Board of Directors of the Company.
b) "Director":- Directors means Directors of the Company.
c) "Committee":- Committee means Nomination and Remuneration Committee of theCompany as constituted or reconstituted by the Board from time to time.
d) "Company':- Company means Brand Realty Services Limited.
e) "Independent Director":- As provided under SEBI Listing Regulations and/orunder the Companies Act 2013 and relevant rules thereto.
f) "Key Managerial Personnel":- Key Managerial Personnel (KMP) means-
i) the Chairman and Senior Managing Director;
ii) the Company Secretary;
iii) the Chief Financial Officer; and
iv) such other officer as may be prescribed under the applicable statutoryprovisions/regulations and approved by Board from time to time.
g) "Senior Management Personnel":- shall mean the personnel of the Companywho are members of its Core Management team excluding the Board of Directors comprisingall members of management that are one level below the Executive Directors including thefunctional heads.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.
4) KEY PRINCIPLES
The following principles guide the design of remuneration under the Policy:
(i) Attract retain and motivate the right talent including the Directors andEmployees as required to meet the goals of the Company.
(ii) Remuneration to the Directors KMPs and SMPs is aligned with the short term andlong term goals and performance of the company.
(iii) Promote the culture of meritocracy performance and accountability. Giveappropriate weightage to individual business and overall Company's performance.
(iv) Reflect market trends and practices competitive positions to attract the requiredtalent.
5) REMUNERATION PAID TO EXECUTIVE DIRECTORS/MANAGING DIRECTORS.
(i) The Remuneration to Executive Directors will be approved by the Board of Directorsbased on the recommendations of the Committee subject to the approval of shareholders andsuch other authorities as may be applicable. The concerned Executive Director will notparticipate in such discussions of the Board/Committee.
(ii) The compliance of the relevant provisions of the Companies Act 2013 and SEBIListing Regulations regarding the limits of remuneration will be ensured.
(iii) The remuneration will include the following components:
(iv) A) Basic Salary
- Provides for a fixed per month base level remuneration to reflect the scale anddynamics of business to be competitive in the external market.
- Will be subject to an annual increase as per the recommendations of the Committee andthe approval of the Board of Directors.
- Executive Directors will be allowed remuneration by way of commission in addition tothe Basic Salary Perquisites and any other Allowances benefits and amenities.
- The total amount of remuneration along with Commission pad to all Executive Directorsshall not exceed the limits laid down in Section 197 and 198 of the Companies Act 2013.
- The amount of commission shall be paid subject to recommendation of the committee andapproval of the Board of Directors.
C) Perquisites and Allowances
Perquisites and Allowances commensurate to the position of Executive Directors.
D) Contribution to Provident Superannuation fund and Gratuity Payments
E) Minimum Remuneration
In the event of absence or inadequacy of profits in any financial year theremuneration approved by the shareholders excluding commission is paid to ExecutiveDirectors as a minimum remuneration subject to necessary approvals if any.
6) REMUNERATION PAID TO NON EXECUTIVE AND INDEPENDENT DIRECTORS
The Non Executive and Independent Directors would be paid remuneration by way ofsitting fees for attending meetings of Board or Committees thereof and profit relatedcommissions as approved by Board and Shareholders. The amount of such fees and commissionsshall be subject to ceiling/limits as provided under the Companies Act 2013 and Rulesmade thereunder or any other enactment for the time being in force.
7) KMPS/SENIOR MANAGEMENT PERSONNEL/ OTHER OFFICERS & STAFF
The Remuneration to be paid to KMPs/Senior Management Personnel/other officers &staff is based on the grade role and position in the Company the experiencequalification skills and competencies of the related personnel/employees the markettrends practices and benchmarks. The positioning strategy is to see that the compensationprovides adequate opportunity to attract the required talent and retain the same to beable to meet the requirements of the job and business.
The remuneration is subject to review on the basis of individual and businessperformance. The performance of employees is reviewed based on competency assessment andkey results delivered along with using a forced distribution method/bell curve. Theperformance assessment more specifically is used as an input to determine merits/specialincrements performance bonus rewards incentives and other recognitions/promotions.
The remuneration includes salary allowances perquisites awards loans/advances asper company's scheme retirement benefits benefits under welfare schemes subsidies etc.
The objective is to ensure that the compensation engage the employees to give theirbest performances.
8) WORKMEN COMPENSATION
Workmen are paid wages in accordance to the settlement with the recognized union of theworkers as per best industry practice as applicable. Where there is no union workmenwages are as per the best industry practice and applicable law. All our remunerationcomponents will be in accordance with applicable statutory compliances.
9) DIRECTORS' AND OFFICERS' INSURANCE
Where any insurance is taken by the company on behalf of its directors KMPs/SMPs etc.for indemnifying them against any liability the premium paid on such insurance shall notbe treated as part of the remuneration payable to any such personnel.
Notwithstanding the above the applicable provisions and amendments if any under theCompanies Act 2013 and/or SEBI Listing Regulations in respect of this policy and relatedmatters shall be implemented by the company. The Committee may recommend amendments tothis Policy from time to time as it deems appropriate.