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Commex Technology Ltd.

BSE: 532342 Sector: IT
NSE: N.A. ISIN Code: INE354B01029
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VOLUME 19637
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OPEN 0.75
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VOLUME 19637
52-Week high 1.45
52-Week low 0.40
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Commex Technology Ltd. (COMMEXTECH) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Seventeenth Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe year ended 31st March 2017.

1. Financial Highlights (Standalone and Consolidated) :

The financial highlights of the year under review are as below:

(INR in Lakhs)

Standalone

Consolidated

Sr. No. Particulars 31.03.2017 31.03.2016 31.03.2017 31.03.2016
1. Income from operations - - - 452.94
2. Other Income 124.80 233.58 124.80 233.58
3. Net Total Income (1+2) 124.80 233.58 124.80 686.52
4. Employee Benefit Expenses 28.68 19.63 28.68 108.72
5. Other Expenses 507.18 89.18 560.98 288.97
6. EBIDTA (411.06) 124.77 (464.86) 288.83
7. Less: Interest and Finance charges 1.44 1.93 1.44 2.12
8. Less: Depreciation 45.76 83.65 45.75 83.65
9. Profit before Tax & Exceptional ltems(6-7-8) (458.26) 39.19 (512.05) 203.06
Exceptional Items 6574.94 60.06 6574.94 60.06
Profit before Tax (7033.20) (20.86) 7086.99 143.00
10. Provision for Tax -- 4.00 -- 4.00
Less: MAT Credit Entitlement Deferred Tax - 198.07 - 198.07
11. Net Profit after tax (9-10) (7033.20) (222.93) (7086.99) (59.07)
12. Extra Ordinary Items - - - -
13. Net Profit/(Loss) for period (11-12) (7033.20) (222.93) (7086.99) (59.07)
14. Less: Minority Interest - - - -
15. Paid up Equity Share Capital (Face value INR 2/- per share) 3380.76 3380.76 3380.76 3380.76
16. Earning Per Shares (Basic) (4.53) (0.14) (4.57) (0.04)

2. DIVIDEND:

In the view of accumulated Losses Board of Directors of the Company do not recommendany Dividend for the year under consideration.

3. AMOUNT TRANSFERRED TO RESERVES:

On account of accumulated losses no amount is transferred to General reserves for thefinancial year 2016 - 2017.

4. PERFORMANCE REVIEW (CONSOLIDATED BASIS):

On consolidated basis revenue from operations for the year was Nil compared to INR452.94 Lakhs in the previous year. Operating EBIDTA (Earnings before Interest TaxesDepreciation and Amortization) amounted to (512.06) to INR 203.06 lakhs in previous yearProfit Before Tax (PBT) from INR 143.00 Lakhs to INR (7086.99) Lakhs. Profit After Tax(PAT) from INR (59.07) Lakhs to INR (7086.99) Lakhs in current year.

5. CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review there was no change in the business carried on by theCompany or its subsidiaries.

6. SUBSIDIARY AND ASSOCIATE COMPANIES:

• As on 31st March 2017 the company has the followingsubsidiaries/associate companies

Subsidiary Companies:

1. M/s. IT Capital Services Pvt. Ltd.

2. M/s. Orient Information FZ-LLC-UAE

Associate company:

1. M/s. Universal Commodity Exchange Limited

• There has been no material change in the nature of the business of thesubsidiaries and associate companies.

• Pursuant to the provisions of Section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the Company'ssubsidiaries and associate companies in Form AOC -1 is attached to the financialstatements of the Company.

7. CHANGES IN SHARE CAPITAL:

During the year under review there was no change in the Authorised or Paid up ShareCapital of the Company.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Section 134 (5) of the Companies Act 2013 the Directors hereby statethat:

a. in preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;

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 31st March 2017 andprofit for the year ended on that date;

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 accounts have been prepared for the financial year ended 31st March 2017 on agoing concern basis.

e. Internal Financial Controls to be followed by the Company have been laid down andthe said Internal Financial Controls are adequate and are operating effectively and;

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Ali Ukani wasappointed as Additional Director (Independent Director) w.e.f. November 11 2016. As perregulation 17 of SEBI(LODR) regulations2015 Mrs. Kavita Pawar (DIN: 02717275)nonexecutive Woman Director of the Company is re designated as Independent Director ofthe Company subject to approval of Shareholders at the ensuing Annual General Meeting. Dueto sad demise of Mr. Ketan Sheth(Chairman & Managing director) Mr. Jayant Mitra (DIN:008010211) was appointed as Chairman & Managing Director of the Company with effectfrom 14th November 2016.

Ms. Neha Rushi resigned from the post of company secretary & Compliance officerw.e.f October 08 2016

10. DISCLOSURE OF PECUNIARY RELATIONSHIP:

There was no pecuniary relationship or transactions of the non-executive directorsvis-a- vis the company during the year. Also no payment except sitting fees was made toany of the non-executive directors of the Company. No convertible instruments are held byany of the non-executive directors of the Company.

11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

Mrs. Kavita Pawar Mr. Ali Ukani and Mr. Yeshwant J Divekar Independent Directors ofthe Company have given their respective declaration as required under Section 149(7) ofthe Companies Act 2013 to the effect that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act 2013 which were taken on record by theBoard.

12. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2016-17 Six meetings of the Board of Directors were held.For details of the Board meetings please refer to the Corporate Governance forming part ofthe Board's Report.

13. STATEMENT ON ANNUAL EVALUATION OF BOARD COMMITTEE AND ITS DIRECTORS:

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of Section 134 (3)(p) of the Companies Act 2013 read with Rule 8(4) of The Companies (Accounts) Rules2014and the corporate governance requirements as prescribed by SEBI (LODR) Regulations2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning transparency adhering togood corporate governance practices etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("IMRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings leadership quality attitude initiatives decision making commitmentachievements etc. In addition the Chairman was also evaluated on the key aspects of hisrole.

In a separate meeting of independent Directors on 13th February 2017reviewed performance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors. The meeting also assessed the quality quantity andtimeliness of flow of information between the company management and the board that isnecessary for the board to effectively and reasonably perform its duties.

14. NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act 2013 and Regulation 18 and ScheduleII and Schedule V of the SEBI (LODR) Regulations 2015 entered in to with the stockexchange a policy on Nomination and Remuneration of Directors and Senior ManagementEmployees including inter alia criteria for determining qualifications positiveattributes and independence of directors was formulated by the Nomination and RemunerationCommittee and adopted by the Board of Directors. The said policy is annexed as AnnexureA to the Board's Report. The said policy is also posted on the website of the Company www.commextechnology.com and its weblink is

http://www.commextechnologv.com/download/policv/nominationand remuneration polic v commex.pdf

15. INTERNAL FINANCIAL CONTROLS:

The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of fraud and errors the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures.

16. AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

17. AUDITORS:

Statutory auditors

Ratification of re-appointment of M/s Kanu Doshi Associates LLP Chartered AccountantsMumbai as the Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of next Annual General Meeting and to fix theirremuneration

Secretarial Auditors

SG & Associates Practicing Company Secretaries from Mumbai was appointed toconduct the secretarial audit of the Company for the financial year 2016 - 2017 asrequired under Section 204 of the companies Act 2013 and rules made there under.

18. SECRETARIAL AUDIT REPORT:

In terms of Section 204 (1) of the Companies Act 2013 a Secretarial Audit Report isannexed as Annexure B of the Directors' Report.

19. EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/ RESERVATION/ ADVERSEREMARK/ DISCLAIMER MADE IN AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:

The auditors' report contains qualified opinion relating to tradereceivables advance interest free unsecured loan and investment in wholly ownedsubsidiaries ( as per Auditors Report).

The Company is trying to obtain confirmation / reconciliation of such debtors. TheCompany is confident of recovery of the outstanding dues. The Company is trying to obtainconfirmation/ reconciliation of such loan. The Company is confident of recovery of theloan amount from the related party. The investments are for long term and strategicnature the Company will take appropriate measures on the revival plans of thesubsidiaries in the near future.

• Secretarial auditors report's remarks and board's comments on the same:

1. The consolidation of the financials of Universal Commodity Exchange an associateCompany with the company is not done since Universal Commodity Exchange Limited hasbeen dormant and has been directed by FMC to suspend the operations in view thereof theAccounts of Universal Commodity Exchange Limited is not compiled and audited and thereforethe same could not be considered while consolidating accounts.

2. The Company is in the process of filing Returns with the Income Tax for theAssessment Year(s) 2013-142014-152015-16 and 2016-17.

3. As per the provision of Section 138 of the Companies Act 2013 and the rules madethereunder the Company was required to appoint an Internal Auditor for the Financial Year2016- 17. Inadvertently Company has not appointed Internal Auditor for the financial year2016-17. The company is in process of appointing a Internal Auditor.

4. The Company Secretary resigned on 8th October 2016. Since then theCompany has not appointed Company Secretary as per the provision of Section 203 of theCompanies Act 2013 and the rules made thereunder till date. The company is in process ofappointing a Company Secretary.

20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

21. TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in "AnnexureC" in Form AOC-2 and the same forms part of this report.

The Board of Directors of the Company had formulated a policy on related partytransactions and materiality of Related Party Transactions in terms of Regulation 23 ofSEBI (LODR) Regulations 2015. The said policy is posted on the website of the Company .www.commextechnology.comand its weblink is:

http://www.commextechnoloev.com/download/policv/Policvfor determining mate rial subsidiary of the. pdf

http://www.commextechnology.com/download/policv/policvon related party tran saction and materiality of related party transaction.pdf

22. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in "Annexure D" of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The said policy is postedon the website of the Companv.www.commextechnology.comandits weblink is:

http://www.commextechnologv.com/download/policvon corporate social responsibilitv.p df

23. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 for the Financial Year 2016- 2017 has beenenclosed as "Annexure E" forming part of the Board's Report.

24. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

i. Employee of the Company employed throughout the financial year who was in receiptof remuneration for that year which in the aggregate not less than rupees sixty lakhs:NIL

ii. Employee of the Company employed for a part of the financial year who was inreceipt of remuneration for any part of that year at a rate which in the aggregate wasnot less than five lakh rupees per month : NIL

iii. Employee of the Company employed throughout the financial year or part thereofwho was in receipt of remuneration in that year which in the aggregate or as the casemay be at a rate which in the aggregate is in excess of that drawn by the managingdirector or whole-time director or manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the company: NIL

Further Managing Director of the Company is not getting any commission from the Companyor from any of its subsidiaries.

The company complied with Section 197 of the Companies Act2013 read with rule 5 (2) ofthe Companies (Appointment and Remuneration Managerial Personnel) Rules 2014.

25. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review the Company has not issued any shares with differentialvoting rights.

26. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME:

During the year under review no option under 'Employee Stock Option Scheme' wasgranted or vested to any employee or directors of the Company.

27. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review the Company has not issued any Sweat Equity Shares.

28. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have not been any material changes and commitment affecting the financialposition of the Company during the financial year 2016-17.

29. DISCLOSURE REQUIREMENTS:

• Pursuant to the provisions of Schedule IV to the Companies Act 2013 ("theAct") and Schedule V of SEBI (LODR) Regulations 2015 Terms and Conditions forAppointment of Independent directors are posted on the website of the Companvwww.commextechnology.comand its weblink is:

http://www.commextechnology.com/download/policv/termsand conditions for appoinme nt of independent directors.pdf

• Details of the familiarisation programme of the Independent directors is postedon the website of the Company www.commextechnology.comandits weblink is: http://www.commextechnologv.com/download/policv/familiarisationprogramme for inde pendent directors.pdf

• Whistle Blower Policy/ Vigil Mechanism: The Company has established a VigilMechanism for directors and employees to report genuine concerns. The vigil mechanismprovide for adequate safeguards against victimization of person who use Vigil Mechanismand also provide for direct access to the Chairman of the Audit Committee in appropriateand exceptional cases. The details of Vigil Mechanism is displayed on the website of theCompany www.commextechnology.com and itsweblink is:

http://www.commextechnologv.com/download/policv/whistle%20blower policy vigil mec hanism.pdf

• The policy for determining material subsidiary of the company pursuant toRegulation 24 of SEBI (LODR) Regulations 2015 is posted on the website of the Company www.commextechnology.comand its weblink is:

http://www.commextechnologv.com/download/policv/Policvfor determining material sub sidiarv of the.pdf

• Policy on dealing with related party transactions is posted on the website ofthe Company www.commextechnology.comand its weblink is:

http://www.commextechnologv.com/download/policv/policvon related party transaction and materiality of related party transaction.pdf

• As per Schedule V of the SEBI (LODR) Regulations 2015 entered into with theStock Exchange Corporate Governance Report with auditors' Certificate and ManagementDiscussion and Analysis are attached which forms part off this report.

30. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet.

31. INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES 2014 -CONSERVATION of ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavorhas been made to ensure the optimal use of energy avoid wastage and conserve energy asfar as possible.

b) Technology Absorption:

The activities of the Company at present do not involve technology absorption andresearch and development.

c) Foreign exchange earnings and outgo:

The details of Foreign exchange earnings and outgo are detailed in Note No. 20 formingpart of Accounts.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the period under review the Company has received a Show Cause Notice u/s. 263of Income Tax Act 1961 for case for A.Y.2012-13 dated 23.3.2017. The Company is in theprocess of filling the reply for the same.

33. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT BILL 2014)lf Any:

During the period under review there was no fraud reporting in the company.

34. DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED CLAUSE 5A OF THELISTING AGREEMENT:

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Number of shareholders who approached the issuer for transfer of shares from the Unclaimed

Suspense Account during the year

Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year
NIL NIL NIL NIL

35.IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company is not required to constitute Internal Complaints Committee of the Companyunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 as the permanent employees are less than 10. Further there are no instances ofSexual Harassment of Women under the said Act has been reported to the Company.

36.EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during theentire year.

37.ACKNOWLEDGEMENT:

The Directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support.

The Directors also thank the government of various countries government of India thegovernments of various states in India and concerned government departments / agencies fortheir co-operation.

The Directors appreciate and value the contributions made by every member of the Commexfamily.

On behalf of the Board of Directors By Order of the Board of Directors
Commex Technology Limited
Sd/-
Jayant Mitra
Chairman & Managing Director
DIN:0801211
Date: 12/08/2017
Place: Mumbai

Annexure A

NOMINATION AND REMUNERATION POLICY

Introduction:

In terms of Section 178 of the Companies Act 2013 and Regulation 19 and Part DSchedule II of SEBI (LODR) Regulation 2015 and as amended from time to time this policyon nomination and remuneration of Directors Key Managerial Personnel (KMP) SeniorManagement and other employees of the Company has been formulated by the Nomination andRemuneration Committee of the Company and approved by the Board of Directors vide itsresolution dated November 14 2014. This policy shall act as a guideline for determininginter-alia qualifications positive attributes and independence of a Director mattersrelating to the remuneration appointment removal and evaluation of performance of theDirectors Key Managerial Personnel Senior Management and other employees.

Aims and Objectives of the Policy:

The key aims objectives of this policy are:

• The policy aims to enable the company to attract retain and motivate highquality members for the Board and executives

• To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

• The policy seeks to enable the Company to provide a well-balanced andperformance- related compensation package taking into account shareholders interestindustry practices and relevant Indian corporate regulations.

• To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.

• To provide them reward linked directly to their effort performance dedicationand achievement relating to the Company's operations.

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

Definitions:

> Board means Board of Directors of the Company.

> Directors means Directors of the Company.

> Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.

> Company means Commex Technology Limited.

> Independent Director means a director referred to in Section 149 (6) of theCompanies Act 2013.

> Key Managerial Personnel (KMP) means-

i. Executive Chairman and / or Managing Director;

ii. Whole-time Director;

iii. Chief Financial Officer;

iv. Com pa ny Secreta ry;

v. Such other officer as may be prescribed under the applicable statutory provisions /regulations.

> Senior Management means personnel of the Company occupying the position ofChief Executive Officer (CEO) of any unit / division or Vice President including VicePresident of any unit / division of the Company.

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.

Effective Date:

This policy shall be effective from 14th November 2014 Constitution ofthe Nomination and Remuneration Committee:

The Board has changed the nomenclature of Remuneration Committee by renaming it asNomination and Remuneration Committee on 14th November 2014 by the Board of Directors atits meetings held on 14th November 2014. The Nomination and Remuneration Committeereconstitutes due to sad demise of Late Mr. Ketan Sheth Managing Director of the companyand it comprises of the following Directors:

Sr. No. Name Position
1. Mr. Ali Ukani Chairman
2. Mr. Y. J. Divekar Member
3. Mrs. Kavita Pawar Member

The Board has the power to reconstitute the Committee consistent with the Company'spolicy and applicable statutory requirement.

Applicability:

The Policy is applicable to

S Directors (Executive and Non-Executive)

S Key Managerial Personnel

•S Senior Management Personnel

General:

• This Policy is divided in three parts: Part - A covers the matters to be dealtwith and recommended by the Committee to the Board Part - B covers the appointment andnomination and Part - C covers remuneration and perquisites etc.

• The key features of this Company's policy shall be included in the Board'sReport.

PART-A

MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE

The Committee shall:

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

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

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

PART-B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

• Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

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

3. The Company shall not appoint or continue the employment of any person as WholetimeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

• Term /Tenure:

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Noreappointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

> An Independent Director shall hold office for a term up to five consecutive yearson the Board of the Company and will be eligible for re-appointment for another term up tofive consecutive years on passing of an ordinary resolution by the Company and disclosureof such appointment in the Board's report.

> No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

> At the time of appointment of Independent Director it should be ensured that

number of Boards in which he/she is a director is doesn't exceed the limit providedunder

Section 165 of the Companies Act 2013 and rules made thereunder and as amended from

time to time.

• Evaluation:

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

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay

recommend to the Board with reasons recorded in writing removal of a Director KMP orSenior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

• Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

PART-C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL

• General:

1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Companies Act 2013 and therules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.

4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

• Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:

1. Fixed pay:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The break-up of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.

2. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he/ sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

• Remuneration to Non- Executive / Independent Director:

1. Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade thereunder.

2. Sitting Fees:

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

3. Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company. Amendmentsto this Policy:

The nomination and Remuneration Committee is entitled to amend this policy includingamendment or discontinuation of one or more incentive introduced in accordance to thispolicy.