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Conart Engineers Ltd.

BSE: 522231 Sector: Infrastructure
NSE: N.A. ISIN Code: INE714D01012
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VOLUME 4117
52-Week high 58.00
52-Week low 21.40
P/E 7.65
Mkt Cap.(Rs cr) 10.77
Buy Price 35.60
Buy Qty 30.00
Sell Price 35.90
Sell Qty 50.00
OPEN 35.10
CLOSE 35.30
VOLUME 4117
52-Week high 58.00
52-Week low 21.40
P/E 7.65
Mkt Cap.(Rs cr) 10.77
Buy Price 35.60
Buy Qty 30.00
Sell Price 35.90
Sell Qty 50.00

Conart Engineers Ltd. (CONARTENGINEERS) - Director Report

Company director report

To the Members of CONART ENGINEERS LIMITED

Your Directors have pleasure in presenting forty first Annual Report of ConartEngineers Limited along with the Audited Financial Statements for the year ended March 312015.

1 FINANCIAL PERFORMANCE (STANDALONE)

The Financial Performance for fiscal 2014-2015 is summarized in the following table:

(Rs. In Lacs)

Particulars 2014-2015 2013-14
Revenue from Operations 1911.06 841.53
Total expenditure 1849.18 864.96
Operating Profit 61.88 (23.43)
Other Income 111.95 93.00
Profit Before Interest and Depreciation 173.86 69.57
Interest 2.90 6.65
Depreciation 53.03 47.01
Profit Before Tax 117.90 15.91
Provision for Taxation
(a) Current 21.80 2.15
(b) Deferred Tax of earlier year written Back 0 0
(c) Deferred Tax (16.28) 5.59
(d) Fringe Benefit 0 0
(e) Prior Year Tax Adjustment 0 0
Profit after Tax 112.16 8.17
Balance carried to Balance sheet 844.61 836.44
Earnings Per Share (Rs.) 3.74 0.27

Company’s Performance Overview

Your Company has been affected by the downturn in global & national economy. TheCompany has incurred profit of Rs. 112.16 lacs during the year as compared to previousyear profit of Rs. 8.18 lacs thus increased its profitability. Pursuant to enactment ofthe Companies Act 2013 and its applicability for accounting periods commencing from April01 2014 the Company has revised its policy of providing depreciation on fixed assets asper schedule II to the Act. Depreciation is now provided over the remaining useful life offixed assets for all assets as against policy of providing on straight line basis as perschedule XIV of the Companies Act 1956. Consequently the depreciation for the Year endedMarch'15 is higher by Rs.4.87 Lacs. Further an Amount of Rs. 97.83 Lacs towardsdepreciation up to the period of March 2015 has been charged to reserves and surplusaccount. The increase in price of Materials and Labour continues to marginally affect theprofits of your Company. Your Company is aggressively marketing to increase orders andincrease turnover. Your directors are pursuing various strategies to ensure a promisingfuture.

2 DIVIDEND

The Board of Directors are of the opinion that the profit is to be ploughed back andhence do not recommend dividend this year.

3 MANAGEMENT DISCUSSION AND ANALYSIS A) Industry Overview and Business Prospects:

In the current Budget the Government has earmarked huge funds for development ofinfrastructure. The Government is also committed to boost the Indian economy for overallgrowth. The Company continues to receive inquiries for new projects from existingcustomers as well as through customer references. All these factors are positiveindicators for your Company.

B) Opportunities & Threats:

Interest of multinational companies to setup manufacturing in India coupled withdevelopment of infrastructure has opened various opportunities for your Company. YourCompany has built up a strong goodwill and continues to be acknowledged as one of theleaders in the construction Industry. Your Company continuous to evolve strategies todiversify which are in line with the present business activity of the Company. TheCompany has entered the field of Project Management services which has a vast potentialconsidering the opportunities. Increased competition continues to drive improved qualitystandards in the construction industry. The increase in Material Labour and utility costscontinues to be a cause of concern. The cost of skilled technical personal coupled withscarcity thereof is another cause for concern.

C) Segments or Product-Wise Performance:

The Company is engaged in only one segment construction activity so segment-wisereporting does not apply to it.

D) Performance Review

Your Company has maintained profitability levels and increased sales in the year underreview. The increase in price of Materials and Labour continues to marginally affect theprofits of your Company. Your Company is aggressively marketing to increase orders andincrease turnover. Your directors are pursuing various strategies to ensure a promisingfuture.

E) Business Prospects

The Government is committed to boost the Indian economy for overall growth. The Companycontinues to receive inquiries for new projects from existing customers as well as throughcustomer references. All these factors are positive indicators for your Company.

F) New Standard Adopted

Your Company has successfully renewed its accreditation as an ISO 9001:2008 Companyfrom Joint Accreditation System of Australia and New Zealand (JAS-ANZ). Your Directors areconfident that a bright future lies ahead for your Company.

G) HRD/Industrial Relations

a) An orientation has been given to the personnel policies with emphasis on theperformance. Right person on the right job has increased the productivity level. Also theteamwork and sense of involvement among the employees has increased the efficiency andeffectiveness.

b) Disclosures are being made at the proper places where the management has personalinterest that may have potential conflict with the interest of the Company at large.

H) Cautionary Statement

The Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute 'forward looking statements' within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.

4 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act

2013 and read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules

2014 are forming part of this Annual Report.

5 CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency accountability andintegrity. The new Companies Act 2013 and amended Listing Agreement have strengthened thegovernance regime in the country. Your Company is in compliance with the governancerequirements provided under the new law and had proactively adopted provisions of the newlaw.

All the Directors (and also the members of the Senior Management) have affirmed inwriting their compliance with and adherence to the Code of Conduct adopted by the Company.The details of the Code of Conduct are furnished in the Corporate Governance Reportattached to this Report. The Managing Director has given a certificate of compliance withthe Code of Conduct as required under Clause 49 of the Listing Agreement forms part of theAnnual Report. Related Party disclosures/transactions are detailed in Notes to thefinancial statements.

In line with the requirements of new law your Company has constituted new BoardCommittees. Your Company has in place all the statutory Committees required under the law.Details of Board Committees along with their terms of reference composition and meetingsof the Board and Board Committees held during the year are provided in the CorporateGovernance Report.

During the year your Company has adopted new policies and amended existing policiessuch as Policy on Related Party Transactions and Whistle Blower Policy in line with newgovernance requirements. These policies are available on the website of the Company at www.conartengineers.com. The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns.

A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Clause 49 of the Equity Listing Agreement with the StockExchange(s). A Certificate of the CEO and CFO of the Company in terms of sub-clause IX ofClause 49 of Equity Listing Agreement inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.

6 DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

* Changes in the composition of the Board of Directors and other Key ManagerialPersonnel

Mr. Sunil C Vakil was appointed as an independent Director by the Board at the Boardmeeting held on June 26 2014. Mrs. Pooja J Sura was appointed as a woman director by theBoard at the Board meeting held on October 31 2014. During the year Mr. Jimish J Sura wasappointed a Chief Financial Officer and Ms. Ketki Parikh as Company Secretary of theCompany. There was no other appointment or cessation of appointment of key managerialpersonnel during the financial year.

* Independent Directors

The Board of the Company consists of 06 Directors out of which three are independentDirectors one women Director and two are whole time Directors. The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetwith the criteria of independence as prescribed both under Section 149(6) of the CompaniesAct 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange which hasbeen relied on by the Company and placed at the Board Meeting of the Company held on May29 2015.

* Retirement by rotation

In terms of Section 152 of the Companies Act 2013 In terms of the provisions ofCompanies Act 2013 and in accordance with the Articles of Association of the Company Mr.Jimish Sura and Mr. Jitendra Sura retire by rotation and being eligible for thereappointment have offered themselves for reappointment. The Company has receivedrequisite notices in writing from members proposing Mr. Chandrakant Patel Mr. Harsh V.Patel and Mr. Sunil C Vakil for appointment as Independent Directors. The Company hasreceived requisite notices in writing from member proposing candidature of Mrs. Pooja JSura as Director liable to retire by rotation.

* Re-appointments/Approvals for Executive Directors

In terms of the provisions of Companies Act 2013 and in accordance with the Articlesof Association of the Company Mr. Jitendra Sura was appointed as Chairman and ManagingDirector for a period of five years commencing from October 312014 and ending on October30 2019. Similarly Mr. Jimish J Sura was appointed as Executive Director - Finance fora period of five years commencing from November 012014 and ending on October 31 2019.The remuneration and other terms of appointment is subject to approval by the Members asstated in Notice convening Annual General Meeting forming part of this report.

7 AUDITORS

* Statutory Auditors

M/s. Govind Prasad & Co. Chartered Accountants (M. No. 047948) the Auditors of theCompany hold office till the conclusion of this ensuing Annual General Meeting and areeligible for reappointment. The Company has received a letter from M/s Govind Prasad &Co. Chartered Accountant to the effect that their appointment as Auditors if made wouldbe within the limits under Section 141(3)(g)oftheCompanies Act 2013. The appointment isaccordingly proposed in the Notice of the Annual General Meeting at for ratification byMembers.

* Secretarial Auditors

During the year Secretarial Audit was carried out by M/s. Sanjay Dholakia &Associates (M. No. 2655) a firm of Company Secretaries in Practice the SecretarialAuditor of the Company for the financial year 2014-15 Pursuant to the provisions ofSection 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. There are no qualifications reservation or adverseremark or disclaimer made by the auditor in the report save and except disclaimer made bythem in discharge of their professional obligation. The detailed report on the SecretarialAudit is forming part of this Annual Report.

8 INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has been employing women employees in various cadres. There were noinstances taken place in the Company during the year which are required to be reportedunder Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

9 COMPLIANCES UNDER COMPANIES ACT 2013

* Board Meetings held during the year

During the year 5 meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report which is forming part of AnnualReport.

* Extract of Annual Return

The extract of Annual Return in Form MGT9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is forming part of thisAnnual Report.

* Particulars of Loans Guarantees or Investments under Section 186 of the CompaniesAct 2013

Pursuant to the clarification dated February 13 2015 issued by Ministry of CorporateAffairs and Section 186(11) of the Companies Act 2013 the provisions of Section 186(4)of the Companies Act 2013 the relevant disclosure is given in the notes to financialstatements.

* Remuneration Policy of the Company

The Remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report formingpart of this Annual Report.

* Related Party Transactions

All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arm's Length pricing basis. The Audit Committee granted omnibusapproval for the transactions (which are repetitive in nature) and the same was reviewedby the Audit Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during thefinancial year 2014-15 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements. The Board had approved policies on Related Party Transactions. The policy hasbeen uploaded on the Company's website.

* Risk Management Policy and Framework

The Company's risk management policy and framework is based on a clear understanding ofvarious risks disciplined risk assessment and measurement procedures and continuousmonitoring. The policies and procedures established for this purpose are continuouslybenchmarked with industry best practices. The Board of Directors has oversight on all therisks assumed by the Company. The Board reviews the level and direction of major riskspertaining to market liquidity operational compliance and capital at risk as part ofrisk profile overview.

The Audit Committee of the Board provides direction to and monitors the quality of theinternal audit function and also monitors compliance with inspection and audit reports ofstatutory and internal auditors of the Company.

* Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement Independent Directors at their meeting without the participation of theNon-independent Directors and Management considered/evaluated the Boards' performancePerformance of the Chairman and other Non-independent Directors.

The Board has undergone a formal review which comprised Board effectiveness and reviewof materials. The Board subsequently evaluated its own performance the working of itsCommittees (Audit Nomination and Remuneration and Stakeholders Relationship Committee)and Independent Directors (without participation of the relevant Director). The criteriafor performance evaluation have been detailed in the Corporate Governance Report formingpart of this Annual Report.

* Company’s Code of Conduct for Prevention of Insider Trading

In accordance with the requirements of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 1992 the Company has also in place acomprehensive code of conduct for prevention of insider trading.

* Company’s Code of Practices and Procedure for "Fair Disclosure ofUnpublished Price Sensitive lnformation."

With reference to Regulation 8.2 (Chapter - lV) of the SEBI (Prohibition of lnsiderTrading) Regulations 2015 the Board of Directors of Company has instituted a"Conart Engineers Limited Code of Practices and Procedure for "Fair Disclosureof Unpublished Price Sensitive lnformation".

* Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics for Directors and employees of the CONART aimsat ensuring consistent standards of conduct and ethical business practices across theCompany. This Code is reviewed on an annual basis and is available on the website of theCompany. Pursuant to Clause 49 of the Listing Agreement a confirmation from the ManagingDirector & CEO regarding compliance with the Code by all the Directors and seniormanagement forms part of this Annual Report.

* Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Clause 49 of the Listing Agreement theBoard of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the samewas hosted on the website of the Company. This Policy inter-alia provides a direct accessto the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.Brief details about the policy are provided in the Corporate Governance Report.

* Familiarisation Programme for Independent Directors

Independent Directors are familiarised with their roles rights and responsibilities inthe Company as well as with the nature of industry and business model of the Companythrough induction programmes at the time of their appointment as Directors and throughpresentations on economy & industry overview key regulatory developments strategyand performance which are made to the Directors from time to time.

* CEO/CFO Certification

In terms of Clause 49 of the Listing Agreement the certification by the ManagingDirector & CEO and Chief Financial Officer on the financial statements and internalcontrols relating to financial reporting has been obtained and forming part of this AnnualReport.

* Subsidiary Associate and Joint Venture Companies

The Company does not have any subsidiary associate or joint venture Company which isrequired to be reported under the Companies Act 2013.

* Deposits

During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V - Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

* Significant and Material Orders Passed By the Regulators or Courts or TribunalsImpacting the Going Concern Status of the Company

There are no significant and/or material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

* Human Resource

Your Company's Human Resource agenda remained focused on reinforcing the key thrustareas building an inclusive culture and a strong talent pipeline institutionalisingmission critical capabilities in the organisation driving greater employee engagement andcontinuing to focus on progressive employee relation policies.

* Internal Control and Its Adequacy

The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company has a mechanism of testingthe controls at regular intervals for their operating effectiveness to ascertain thereliability and authenticity of financial information.

* Absorption Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 ofthe Companies Act 2013 read with Rule 8(3) Companies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo the Company has taken the required stepsand has been consistently exercising necessary vigilance in the direction of Energyconservation which is of paramount importance. During the Financial year 14-15 totalForeign Exchange used and earned was Nil.

Your Company has successfully renewed its accreditation as an ISO 9001:2008 Companyfrom Joint Accreditation System of Australia and New Zealand (JAS-ANZ). Your Directors areconfident that a bright future lies ahead for your Company.

The Company has used information technology extensively in its operation and iscontinuously upgrading in consonance with the latest technology as per industry standard.

* Material changes and commitments affecting the financial position of the Companywhich have occurred between March 312015 and August 07 2015 (date of the Report)

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2015) and the date of the Report(August 7 2015).

* Disclosure under Rule 5 of the Companies (Appointment & Remuneration) Rules 2014

Disclosure required under Section 197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration) Rules 2014 have been annexed to thisreport.

* Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 that:

a) In the preparation of the annual financial statements for the year ended March312015 the applicable Accounting Standards had been followed along with properexplanation relating to material departures.

b) For the financial year ended March 31 2015 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 31 2015.

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.

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

10 AUDITOR’S REPORT

The Report given by the Auditors on the financial statements of the Company is part ofthis Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Statutory Auditors in their Report and by Company Secretary inpractice in his Secretarial Audit Report.

11 GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the 'Green Initiative' since the last four years the Company has effectedelectronic delivery of Notice of Annual General Meeting and Annual Report to thoseshareholders whose email ids were registered with the respective Depository Participantsand downloaded from the depositories viz. National Securities Depository Limited / CentralDepository Services (India) Limited. The Companies Act 2013 and the underlying rules aswell as Clause 32 ofthe Listing Agreement permit the dissemination of financial statementsin electronic mode to the shareholders.

Your Directors are thankful to the shareholders for actively participating in the GreenInitiative and seek your continued support for implementation green initiative.

12 APPRECIATION

The Board wishes to place on record its gratitude to the Company's customersconsultants auditors and various Government authorities for their valuable support andguidance. The Board also places on record its sincere gratitude to all stakeholdersincluding shareholders valued clients architect consultant contractors suppliers andwell wishers for their goodwill patronage and wholehearted support. The Board alsorecords the concentrated efforts put in and the valuable contribution made by the staff atall levels of your Company and looks forward to their unwavering commitment and teamworkfor the allround progress of the Company.

For and on behalf of the Board
Place : Vadodara Jitendra S. Sura
Date : 7th August 2015 Chairman & Managing Director
DIN : 0480172

Annexure to Board's Report Form No. AOC - 2

(Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013read with Rule 8(2) of the

Companies (Accounts) Rules 2014

Form for disclosure of particulars of Contracts / arrangements entered into by theCompany with related parties referred to in Subsection (1) of Section 188 of the CompaniesAct 2013 including certain arm's length transactions under third proviso thereto.

1 Details of Contracts or arrangements or transactions not at arm’s length basis :

(Amount in Rs.)

Name of Related Party Nature of Contracts/ arrangements / transactions Duration of Contracts/ arrangements / transactions Terms of Contracts/ arrangements / transactions Value of Contracts/ arrangements / transactions Date of Approval by the Board
1 Nil Nil Nil

2 Details of Contracts or arrangements or transactions at arm’s length basis :

(Amount in Rs.)

. Name of Related Party Nature of Contracts/ arrangements / transactions Duration of Contracts/ arrangements / transactions Terms of Contracts/ arrangements / transactions Value of Contracts/ arrangements / transactions Date of Approval by the Board
1 Excon Agencies Pvt Ltd Reimbursement exp for use of premises Yearly Mutually Agreed Terms 19242 29.5.2014
2 Trishna Marble and Stone Industries Supply of Material Yearly Prevailing Market Price 28836 29.5.2014

 

For and on behalf of the Board
Place : Vadodara Jitendra S. Sura
Date : 7th August 2015 Chairman & Managing Director
DIN : 0480172

Annexure to Board’s Report

Disclosure under Rule 5 of the Companies (Appointment & Remuneration) Rules 2014

1 The ratio of the remuneration of each Director to the median remuneration of theEmployees of the Company for the Financial Year 2014 - 2015 :

Name of Director Ratio
1 Mr. Jitendra S Sura - Chairman & Managing Director 17.07 : 1
2 Mr. Jimish J Sura - Executive Director (Finance) & CFO 14.08:1
3 Mr. Tejas V Sura* 2.29 : 1

* Employed for part of the year in 2014-2015.

2 The percentage increase in remuneration of Executive Directors & CFO in theFinancial Year:

. Name of Director % of Increase
1 Mr. Jitendra S Sura - Chairman & Managing Director 24.16%
2 Mr. Jimish J Sura - Executive Director (Finance) & Chief Financial Officer 52.68%
3 Mr. Tejas V Sura*- Jt.Managing Director N.A.

* Employed for part of the year in 2014-2015.

3 The percentage increase in the median remuneration of employees in the FinancialYear:

4 The number of permanent employees on the roll of the Company :

5 The explanation on the relationship between average increase in remuneration andCompany Performance:

6 Comparison of the remuneration of the Key Managerial Personnel's as against theperformance of the Company:

7 Particulars As at Market Capitalisation Price Earning Ratio

Closing Share Price at BSE Ltd.

Net Worth of the Company

8 Average percentile increase in salaries of employees other than Managerial Personnelfor the Financial Year and justification thereof of there were any exceptionalcircumstances for increase:

9 Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company :

I 0 The key parameters for any variable component of

remuneration availed by the Director :

II Ratio of the remuneration of the highest paid Director to that of the Employee whoare not Directors but receive remuneration in excess of the highest paid Director duringthe year

1 2 Affirmation that the remuneration is as per the remuneration policy of the Company.

The median remuneration of the employees in F.Y. 2014-15 was increased by 8.83 %
31.3.2015 31.03.2014
34 40

Factors considered for increase in Remuneration :

- Performance of the Company

- The benchmark study in the industry Company

- Regulatory Provision

Variable compensation is an integral part of the total pay package and is based on anindividual performance rating. As per the Company's policy of rewarding personnel theincrease in remuneration and variable pay is based in an individual performance rating andbenchmark study is also factored.

31.03.2015 31.03.2014
Rs. 7.57 Lacs Rs. 0.75 Lacs
3.74 0.27
17.40 7.99
Rs. 1354.13 Lacs Rs. 1339.80 Lacs

The average percentile increase in the remuneration of employees compared to increasein remuneration of Key Managerial Personnel is in line with benchmark study and theperformance of the Company over a period of time. There is no exceptional increase in theManagerial Remuneration

Remuneration of Key Managerial Personnel is in line with the bench mark study andperformance of the Company. Depends on the performance parameters set for Key ManagerialPersonnel as approved by the Nomination and Remuneration Committee of the Board.

None of the employees was drawing remuneration in excess of the highest paid directorduring the year and hence no comments are offered.

We confirm.

Note : Mr. Tejas V Sura has resigned as Jt.MD from the Board w.e.f. 01.06.2014

There was no employee drawing remuneration in excess of the limits prescribed undersub-rule(2) of Clause 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

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