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Chamanlal Setia Exports Ltd.

BSE: 530307 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE419D01026
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P/E 13.20
Mkt Cap.(Rs cr) 508
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OPEN 98.10
CLOSE 98.70
VOLUME 16727
52-Week high 123.80
52-Week low 43.73
P/E 13.20
Mkt Cap.(Rs cr) 508
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chamanlal Setia Exports Ltd. (CHAMANLALSETIA) - Director Report

Company director report

To

The Members

Chaman Lal Setia Exports Ltd.

Your Directors have pleasure in presenting before you the 22nd Annual Report togetherwith the Audited Statements of Accounts of the

Company for the year ended 31st March 2016.

1. RICE BUSINESS

Performance At A Glance

The Company’s financial performance for the year ended March 31 2016 issummarised below:-

Particulars Amount (in Lacs) Amount (in Lacs)
Y.E. 31.03.2016 Y.E 31.03.2015
Export turnover 38857.23 40757.82
Domestic turnover 9388.30 10045.08
Profit before Intt. & Depreciation 6233.91 3784.36
Interest 234.39 531.34
Provision for Depreciation 287.12 298.75
Profit before Tax 5712.40 2954.27
Provision for Tax 1987.81 1004.15
Profit after Tax 3724.59 1950.12
Interim Dividend/ (Proposed Dividend P.Y) 249.06 226.39
Transfer To General Reserve 372.45 195.01
Carried to Balance Sheet 7598.32 4923.88
Current Assets 15989.01 14404.27
Current Liabilities 5436.84 6932.11
Working Capital 10552.17 7472.16
Capital Employed 12722.13 9639.86
EPS * 7.95 4.19
Book Value* 23.44 17.06

* The face value of Equity shares at the beginning of the year was Rs. 10/- howeveron account of sub-division of shares W.E.F 29.12.2015 the face value of Equity shares atthe end of the year was Rs. 2/- therefore EPS and Book Value for the last year has beenre-stated accordingly.

2. Highlights of Performance:

During the year under review the Company has registered a sale of Rs . 48245.53 Lacsagainst previous year sales of Rs. 50802.9 lacs. Although there was a decline in value ofsales but in quantitative terms there was an increase of 27% approx. This is because therewas a fall in the average price realisation in the case of the sales. But the Net Profitbefore tax of Rs. 5712.40 lacs has registered an increase of 93% over its previous figureof Rs. 2954.27 lacs which is mainly due to timely procurement of raw materials at veryreasonable rates and through product innovative ideas of the management. Further theCompany is also emphasising on its brand in the domestic as well as overseas markets.Further the Company has its thrust on cost cutting of each and every element. The Companycontinues to operate in the rice business and there was no change in business activitiesduring the year. No material changes or commitments affecting the financial position ofthe Company occurred between end of the financial year and date of this report.

3. Names of Companies Which have been become or ceased to be its subsidiariesjoint ventures or Associate Companies during the year :-

Your Company has no subsidiary or Associate Company and during the year also no Companyhave became or ceased to be the subsidiary joint venture or Associate Company.

4. Transfer to Reserves

The Company has transferred Rs. 372.45 Lacs to reserves.

5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year pursuant to the provisions of Section 124 and Section 125 of theCompanies Act2013 read with Section 205C of the

Companies Act 1956. dividend amounting Rs. 148625/- was lying unpaid/unclaimed withthe Company for a period of seven years after Declaration of Dividend for the financialyear ended 2007-2008 was transferred to the Investor Education and Protection Fund .

6. Board of Directors

As on March 31 2016 your Company’s Board has a strength of 12 (Twelve) Directorsincluding 1 (One) Women Directors. There are 6 Executive Directors and 6 Non ExecutiveIndependent Directors. The detailed section on ‘Board of Directors’ is given inthe separate section titled ‘Report on Corporate Governance’ forming part ofthis Annual Report. During the year Mr. Vijay Kumar Jhamb who was appointed as anadditional non executive independent director in Board Meeting dated 13.10.2014 wasappointed as an independent director in the 21st Annual General Meeting for period of 5consecutive years for a term upto 12.10.2019. Further no other director or Key ManagerialPersonnel has been appointed or has retired or resigned during the year. Mr. Ankit Setiaand Mr. Sukarn Setia wholetime director of Company are liable to retire by rotation atensuing AGM and being eligible for re-appointment. The brief resume of the Directors andother related information has been detailed in the Notice convening the 22nd AGM of yourCompany. The Board recommends their re-appointment at the ensuing Annual General Meeting.

7. DECLARATION BY INDEPENDENT DIRECTORS

In pursuance of sub-section (7) of Section 149 of the Companies Act 2013 all theIndependent Directors on the Board have furnished the declaration that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 readwith SEBI

Listing Regulations .

8. Key Managerial Personnel

As required under section 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re- enactment (s) for the time being in force) the Companyhas noted that Mr. Chaman Lal Setia Managing Director Mr. Rajeev Setia WholetimeDirector and Chief Financial Officer and Miss Kanika

Nevtia Company Secretary are the Key Managerial Personnel of the Company. During theyear there was no change (appointment or cessation) in the office of any KMP.

9. AUDIT COMMITTEE

The Company has an Audit Committee in place constituted as per the provisions ofSection 177 of the Companies Act 2013 information about composition of Audit Committeeand other details are given in Corporate Governance Report forming part of this report.The Board has accepted the recommendations of Audit Committee. The Audit Committee iscomprising of Mr. Inder Dev Kukkar as Chairman Mr. Naresh Kumar Suneja and Mr. VijayKumar Jhamb as members.

10. NUMBER OF MEETINGS OF THE BOARD

The Board of Director duly met 16 times during the financial year from 01.04.2015 to31.03.2016. The details of which are given in the

Corporate Governance Report forming part of this Annual Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

11. Board Evaluation

Pursuant to the provisions of the Act and Rules made thereunder and as provided underSchedule IV of the Act and the Listing Regulations Nomination and Remuneration Committee/ Board has carried out the annual performance evaluation of performance of Directorsindividually Committees of the Board and the Board as whole. The manner in which theevaluation was carried out is provided in the Corporate Governance Report which is a partof this Annual Report.

12. Director’s Responsibility

As stipulated under the provisions contained in Section 134(3)(c) read with Section134(5) of the Companies Act 2013 the Directors hereby confirm that :

(a) in the preparation of the Annual Accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed and there are no material departures.

(b) the directors have selected appropriated accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year March 31 2016 and of the profit of the company for the Financial yearended March 31 2016; (c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) the directors have prepared the annualaccounts for the year ended March 31 2016 on a going concern basis; (e) the directorshave laid down internal financial controls in the company that are adequate and areoperating

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.

13. Management Discussion and Analysis Report :-

Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement/ Regulation 34[2][e] of SEBI [Listing Obligationsand Disclosure Requirements] Regulations 2015 [hereinafter referred to as Listing

Regulations] is presented in a separate section which forms a part of this AnnualReport.

14. Conservation Of Energy Technology Absorption Foreign Exchange Earning andOutgoing

Statement giving the particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under Section 134 (3) (m)of Companies Act 2013 read with Rules 8 of Companies (Accounts) Rules 2014 is given inthe

Annexure –A which forms part of this report.

15. General Shareholder Information

General Shareholder information is given in item no. 10 Of the Report on CorporateGovernance forming part of the Annual Report.

16. Disclosure Relating to Remuneration of Directors Key Managerial personnel andParticulars of Employees

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy of your Company formulated in accordance with Section 178 of theCompanies Act 2013 read with Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (including any statutory modification (s) or re-enactmentfor time being in force) . The salient aspects covered in the Nomination and Remunerationpolicy have been outlined in the Corporate Governance Report which forms part of thisreport. The full policy is available at on the website of the Company at weblinkwww.maharanirice.in.

The statement containing the details required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 (1) 5(2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended by Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules 2016 is attached as‘Annexure ’ B which forms part of this Report.

During the year under review no employees whether employed for the whole or part ofthe year has received remuneration exceeding the limit as stated in section 197(12) of theCompanies Act 2013 read with Rules rule 5(2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended by Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules 2016 .

17. Extract of Annual Return :-

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 an extractof the Annual Return as provided under sub section (3) of section 92 in the prescribedformat is appended as ‘Annexure C’ which forms part of this Report.

18. Statutory Auditor and their Report

M/s. Rajesh Kapoor & Co. Chartered Accountants (FRN: 13527N) Statutory Auditorsof the Company hold office of the ensuing Annual General Meeting. The Company hasreceived their written consent and a certificate that they satisfy the criteria providedunder Section 141 of the Companies Act 2013 and that the appointment if made shall bein accordance with the applicable provisions of the Act and rules framed there under.

The Audit Committee and the Board of Directors recommend the re appointment of M/s.Rajesh Kapoor & Co. Chartered Accountants (FRN: 13527N) as the Statutory Auditors ofthe Company in relation to the financial year 2016 17 till the conclusion of the nextAnnual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report forthe financial year ended March 31 2016 does not contain any qualification reservation oradverse remark.

Pursuant to provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit during the period underreview.

19. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Company had appointed M/s. Sunil Dhawan & Associates PracticingCompany Secretary as Secretarial Auditors of the Company for the year 2015-2016 to conductsecretarial audit and to ensure compliance by the Company with various Acts applicable tothe Company. The report of the Secretarial

Auditor for the financial year 2015-16 is enclosed as Annexure D to

As per the observation as given by the Secretarial Auditor regarding the CSR Amountnot spent by the company the explanation to the same has been given to the SecretarialAuditors which forms part of the Secretarial Audit Report and the detailed justificationto the same is also being given in Annexure E under Annual Report on CSR Activities whichforms part of the Directors Report.

20. Corporate Governance

The Company has complied with the Corporate Governance requirements under the Act andas stipulated under clause 49 of the Listing Agreement/Listing Regulations. A separatesection on detailed report on Corporate Governance along with a certificate from aPracticing Chartered Accountant confirming the compliance form a part of this

21. Corporate Social Responsibility Committee

In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee. The Committee comprises Mr.Parmod Kumar Kukkar (Chairman) Mr. Rajeev Setia & Mr. Vijay Setia as other members.

Company has framed a CSR policy also for the Company on the recommendations of the CSRCommittee. The Report on CSR activities as required under Companies (Corporate SocialResponsibility) Rules 2014 including a brief outline of the Company’s CSR Policytotal amount to be spent under CSR for the financialyear amount unspent and the reasonfor the unspent amount is set out at Annexure-E forming part of this Report.

22. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process has been established by theCompany. The objective of the mechanism is to minimize the impact of risks identified andtaking advance actions to mitigate them. A detailed exercise is being carried out toidentify evaluate monitor and manage risks.

The Board periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined framework. Discussion on risks and concernsare covered in the Management Discussion and Analysis Report.

23. Credit Rating

Total Bank Loan Facilities Rated Rs. 1000 Million
Long Term Rating CRISIL BBB+/Stable
Short Term Rating CRISIL A2

24. Obligation of Company Under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 :-

As per the applicability of Act named The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 no such complaint or grievance occurredduring the year under review.

25. Disclosure on Deposits from Public

During the year under review Company has not accepted any deposits from the public andas such no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.

26. Dematerialisation of Shares

The Company has agreements with both National Securities Depository Ltd and CentralDepository Services Ltd. whereby the Shareholders have an option to dematerialise theirshares with either of the depositories. As on 31.03.2016 about 96.14% of theCompany’s Equity Shares has been held in dematerialized form.

27. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company’s shares are listed and actively traded on the below mentioned StockExchange:-

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers

25th Floor Dalal Street

Mumbai – 400 001

During the year under review the Board of directors at their meeting held on 28.08.2015considered the list of shareholders who have not paid their balance amount of allotmentmoney along with the share premium amount. Company has already given two reminders to allthe shareholders & finally on 24.07.2015 Company has given the individual final callmoney notice along with publication in newspapers to all the partly paid shareholders topay the balance outstanding amount towards allotment and share premium due on theirholding on or before 24.08.2015 failing which the shares held by them shall be liable forforfeiture without giving any further notice. Therefore Board of directors at theirmeeting held on 28.08.2015 decided to forfeit 92200 Shares who have not paid their balanceamount of allotment money along with share premium amount resulting decrease in paid upequity capital and Listing Capital to Rs. 94061000/- however issued capital remainedsame i.e Rs. 94983000/-. Thereafter as Shareholders of Company has given approval forsplitting of shares of your Company from face value of Rs. 10 to Rs. 2 each in 21st AGM ofCompany held on 29.09.2015 therefore Company in their Board Meeting dated 09.12.2015 fixedRecord Date for sub division of share from face value of Rs. 10 to Rs. 2 per Equity sharew.e.f 29.12.2015. Consequently Issued Capital is Rs. 94983000/- ( divided into47491500 Equity shares of the face value of Rs. 2 each) and Paid up Capital is Rs.94061000/- (divided into 47030500 Equity shares of the face value of Rs.

2 each).

28. Particulars of Loan Given Investment Made Guarantee Given Under Section 186 ofthe Companies Act 2013

During the financial year ended March 31 2016 the Company has neither made anyinvestment (s) nor given any loan or guarantee(s) or provided any security as undersection 186 of the Companies Act 2013.

29. Particulars of Contracts or Arrangements with related parties

All transactions entered by the Company during the financial year 2015-2016 withrelated parties were on an arm’s length basis and were in the ordinary course ofbusiness and in accordance with the provisions of the Companies Act 2013 read with Rulesissued thereunder and the SEBI Listing Regulations. During the year the Company had notentered into any transactions with related parties which could be considered as materialtransactions or contracts or arrangements under the Companies Act 2013 and rules madethereunder and under SEBI Listing Regulations. Accordingly no transactions are beingreported in Form No. AOC -2 in terms of Section

134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014.

The details of the related party transactions as per Accounting Standard 18 are set outin Notes to Accounts vide no. 12 (ii) to the Financial Statements forming part of thisAnnual Report. The compnay has also adopted a Related Party Transaction Policy.

The Policy as approved by the Board is uploaded on the company’s website at weblink: www.maharanirice.in

30. Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy/Vigil Mechanism for Directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation ofCompany’s Code of Conduct. for Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of Company’s Code ofConduct .The implementation and details of the Whistle Blower

Policy has been mentioned in the Report of Corporate Governance and also uploaded onCompany’s website i.e. www.maharanirice. in.

31. Industrial Relation

The Industrial relations remained cordial throughout the year and have resulted insustained growth of the company.

32. Dividend

During the year under review your Directors had declared and paid an interim dividendof Rs. 0.44/- (22%) per Equity Share of face Shareholders whose name appearvalueofRs.2/-each forthefinancial in the Register of Members as on March 22nd 2016 beingrecord date fixed for the purpose. Those shareholders holding shares in electronic formwere paid dividend as per the beneficiary data provided by the Depositories.

Your director did not recommend final dividend. During the year the unclaimed dividendpertaining to the dividend for the year ended March 31 2008 was transferred to InvestorEducation and Protection Fund.

33. Listing With Stock Exchange

The Company confirms that it has paid the Annual Listing fee for the year 2016-17 toBSE where the Company’s Shares are listed.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted policies and procedures forensuring the orderly and efficient conduct of its business including adherence to the

Company’s policies the safeguarding of its assets the prevention and detectionof frauds and errors the accuracy and completeness of the accounting records and thetimely preparation of reliable financial disclosures.

The Company has a process in place to continuously monitor the same and identify gapsif any and implement new and / or improved controls whenever the effect of such gapswould have a material effect on the Company’s operations. The Company is followingall the applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the Company checks and verifiesthe internal control and monitor them time to time as and when required. The Companycontinues to ensure proper and adequate systems and procedures commensurate with the sizescale and nature of its business.

35. PREVENTION OF INSIDER TRADING:

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into effect from May 15 2015.

Pursuant thereto the Company has formulated and adopted a new Code for Prevention ofInsider Trading. The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors OfficersPromoters and designated employees of the Company.

36. ADOPTION OF NEW ARTICLES OF ASSOCIATION OF YOUR COMPANY :-

During The financial year 2015-16 the new Articles of Association of your Company wereadopted with the prior approval of shareholders in accordance with the provisions of theCompanies Act 2013 read with the Rules thereunder.

37. Future Expansion

The Future expansion endeavour of the Company is always a going on process specially inthe field of Quality improvement and development of new product with lower cost and energysavings. The Management of the company understands that it has to improve upon to face theever changing circumstances and evolvements globally.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY’S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany’s operations in future.

39. Appreciation

Your Directors wish to express their grateful appreciation for the co-operation andsupport received from stakeholders such as customers suppliers shareholders bankersregulatory authorities and the society at large. Deep appreciation is also recorded forthe dedicated efforts and contribution of the employees at all levels as without theirfocus commitment and hard work the Company’s consistent growth would not have beenpossible despite the challenging environment.

For and on behalf of the Board of Directors
Place: Amritsar sd/-
Date: 29.08.2016 Chaman Lal Setia
Chairman & Managing Director
Din No. :- 01125789

ANNEXURE-A (Director’s Report)

Disclosure Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)of The Companies (Accounts) Rules 2014) and forming part of the Directors’ Reportfor the year ended March 31 2016

a) CONSERVATION OF ENERGY

The company has developed a novel process for reducing energy and water requirements inpaddy parboiling process. As a result the water consumption and energy expenditure inmechanical parboiling of paddy is greatly reduced. The Company has also developed thenovel process of recycling of most of hot water used for soaking of paddy duringparboiling of rice thereby generating little waste water and still having a high qualityproduct. Consequently any chance of earth pollution from this process is completely ruledout. The energy and water consumption utilized about just one third of that available withthe company and such saved energy and water to the tune of two third can be utilized forother productive purposes. Due to this innovation at our rice parboiling plant overallfuel consumption in this section is reduced resulting conservation of energy. Company hasalso eliminated the typical off-odour emanating from the paddy soaking tanks resultinggreat reduction in ground water pollution.

b) TECHNOLOGY ABSORPTION

(i) Research And Development (R&D)

Various R&D initiatives were undertaken which have resulted in :

a) Development of a system and method for parboiling paddy that obviates husk of paddyfrom splitting

b) Development of 100% insect killing technique by using 1/3rd of Pesticides

c) Development of quick cooking Brown Rice;

d) Use of Neem as Bio-pesticide;

e) Improvement in Parboiling for improvement in quality parameters;

f) Use of Plastic Buckets in parboiling plant thus reducing cost;

g) Development of Bhatti Sella through automation for the first time in India;

h) Development of Fragrant Rice.

i) Reducing broken in paddy with very high sun checks under process.

j) Rice bran stabilization for human consumption under process.

k) Making bio-compost from waste and reject of paddy under process.

ii) Benefits derived as a result of the above efforts Improvement in existing processand product quality less qualities variations improved productivity cost reduction andreduction in air and water pollution financial savings.

(iii) Future plan of action.

a) The Company will try to assist any R & D Unit of any academy /University andwill continue to work on energy efficient process and also put all efforts to enlarge thescope of Agri-inputs options Improvement of plant and process and resource useefficiencies (iv) Expenditure on R & D.

a) Wages salaries stores spares & consumable used for R&D activities havebeen debited to Respective Heads. b) The Company has completely indigenous technology& has not imported any technology from abroad.

c) FOREIGN EXCHANGE EARNING & OUTGO :

The information in this regard is provided in Notes of Accounts.

sd/-
Chaman Lal Setia
Place: Amritsar Managing Director
Date: 29.08.2016 (Din No. :- 01125789)

ANNEXURE-B (Director’s Report)

(A) Details pertaining to Remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended by Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016

1. The Ratio of the Remuneration of each Director to the Median Remuneration of theEmployees of the Company For the Financial Year 2015-2016:

Executive Director Ratio of Median Remuneration
Mr. Chaman Lal Setia 26.47
Mr. Vijay Setia 27.11
Mr. Rajeev Setia 33.29
Mr. Sukarn Setia 3.44
Mr. Ankit Setia 9.91
Mr. Sankesh Setia 9.91

Note : Commission income had not been included for the purpose of calculating thisratio to make it comparable with previous year figure as in previous year there were nocommission income given to all the aforesaid directors except to . Ankit Setia.

2. The percentage increase in remuneration of each director Managing directorChief Financial Officer and Company Secretary in the Financial year :-

Executive Director Designation % increase
Mr. Chaman Lal Setia Managing Director Nil
Mr. Vijay Setia Whole Time Director 0.23%
Mr. Rajeev Setia Whole Time Director & CFO nil
Mr. Sukarn Setia Whole Time Director 1.72
Mr. Ankit Setia Whole Time Director 192.56
Mr. Sankesh Setia Whole Time Director 192.56
Kanika Nevtia Company Secretary 20%

Note : Commission income had not been included for the purpose of calculating thisratio to make it comparable with previous year figure as in previous year there were nocommission income given to all the aforesaid directors except to . Ankit Setia.

3. The percentage increase in the Median Remuneration of Employees in theFinancial Year 2015-2016

The percentage increase in the median remuneration of employees during the year is 15%.

4. The number of permanent employees on the rolls of Company :

5. Average percentile increase already made in the salaries of employees otherthan the Managerial Personnel In the last Financial Year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in salaries of employees other than ManagerialPersonnel in Financial Year 2015-16 was 15 %

Percentage increase in the managerial remuneration for the year has been given above.The Increase in remuneration of Mr. Ankit Setia is due to his tremendous performance inthe Company he emphasis on quality production and hygiene standard of the products he isthe main engine for exports marketing and developing new market after his joining in thecompany the exports which were to the tune of 100 crores have gone up to 400 croresapprox. Mr. Sankesh Setia is very dynamic in exports sales he has participated in variousinternational food exhibition he has developed new foreign markets and added 82international customers till 31.03.2016 in the kit of exports which essentialy contributeto approx 400 crores exports..

6. Affirmation that the remuneration is as per the Remuneration Policy of theCompany.

It is affirmed that the remuneration paid to the Directors Key Managerial Personneland Senior Management is as per the Remuneration Policy of the Company.

7. No employee’s remuneration for the year 2015-16 exceeded the remuneration ofany of the Directors.

8. Company’s performance has been provided in the Board Report which forms part ofthe Annual Report.

* Due to typographical error last year number of permanent employees on the rolls ofthe Company were typed as 47 instead of 74.

(B) Statement showing particulars of employees pursuant to the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended by Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 (i) The Namesof the Top Ten Employees of the Company in terms of Remuneration drawn during theFinancial Year 2015-16:-

S. No. Employee Name Designation Remu- neration Received Nature of Employment Qualification Experience (in years) Date of commence- ment of employment Age (in Years) Last Employment held % age of Equity Shares held Whether related to any Director/ Manager
1. Manu Arora Accounts Manager 727770 Permanent M.com 13 01/05/2004 38 Nil No
2. Rajinder Prasad General Manager 628649 Permanent B.A 38 01/08/2000 57 KRBL Nil No
3. Vipan Malhotra Accounts Manager 617928 Permanent B.A (Computer) 29 01/11/1994 51 Nil No
4. Nirmal Kumar Purchase Manager 617775 Permanent Under Graduate 40 01/04/1996 59 Nil No
5. Dinesh Malik Marketing Manager 601842 Permanent B.A PGDCA 16 01/09/2001 38 Nil No
6. Dinesh Kumar Foreman 599976 Permanent Under Graduate 27 01/11/1994 43 Nil No
Yadav
7. Jagnandan Quality Supervisor 573302 Permanent Under Graduate 30 10/11/2000 48 Sachdeva Nil No
Rice
8. Joginder Singh Manager 568399 Permanent Under Graduate 42 01/11/1994 67 Nil No
9. Vimlesh Kumar Accounts Manager 562618 Permanent B.com 19 01/01/2002 40 Nil No
10. Ravinder Kumar Production Manager 545666 Permanent B.A 14 01/01/2000 36 Saras Books Nil No

(C) None of the employees whether employed for the part of the year or for fullyear during the year 2015-2016 was drawing remuneration exceeding the limits as laid downu/s 197 (12) of the Companies Act 2013 read with Rules 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managing Personnel) Rules 2014 as amended by Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

For and on behalf of the Board of Directors
sd/-
Chaman Lal Setia
Place: Amritsar Managing Director
Date: 29.08.2016 (Din No. :- 01125789)