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Dalmia Bharat Sugar & Industries Ltd.

BSE: 500097 Sector: Agri and agri inputs
NSE: DALMIASUG ISIN Code: INE495A01022
BSE LIVE 15:42 | 02 Dec 124.00 -4.40
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OPEN 127.30
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VOLUME 86671
52-Week high 168.40
52-Week low 55.50
P/E 5.91
Mkt Cap.(Rs cr) 1003.78
Buy Price 0.00
Buy Qty 0.00
Sell Price 124.00
Sell Qty 50.00
OPEN 127.30
CLOSE 128.40
VOLUME 86671
52-Week high 168.40
52-Week low 55.50
P/E 5.91
Mkt Cap.(Rs cr) 1003.78
Buy Price 0.00
Buy Qty 0.00
Sell Price 124.00
Sell Qty 50.00

Dalmia Bharat Sugar & Industries Ltd. (DALMIASUG) - Director Report

Company director report

FOR THE YEAR ENDED 31ST MARCH 2016

THE DIRECTORS HAVE PLEASURE IN SUBMITTING THE ANNUAL REPORT AND AUDITED FINANCIALSTATEMENT OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH 2016.

Financial Results (Rs. in crore)
FY – 16 FY – 15
Net Sales Turnover 1129.34 1123.80
Profit before interest depreciation and tax (EBITDA) 248.34 128.87
Less: Interest and Financial Charges 87.49 78.01
Profit before depreciation and tax (PBDT) 160.85 50.86
Less: Depreciation 113.39 50.58
Profit/(Loss) before tax (PBT) 47.46 0.28
Less: Provision for current tax 10.17 0.09
Prior year tax charge - -
MAT credit received (10.17) 12.58
Provision for deferred tax (10.99) (13.87)
Profit after tax (PAT) 58.45 1.48
Add: Surplus brought forward 408.96 412.21
Less: Depreciation adjustment - 7.23
Add: Deferred tax liability for earlier years apportioned from General Reserve - 2.50
Balance available for appropriation 467.41 408.96
APPROPRIATIONS:
Debenture Redemption Reserve (net) - -
Dividend Distribution Tax 0.99 -
Dividend 4.86 -
General Reserve 8.00 -
Balance carried forward 453.56 408.96
467.41 408.96

Operations and Business Performance

Please refer to the chapter on Management Discussion and Analysis for a detailedanalysis of the performance of the Company during 2015-16. In addition working resultsfor key businesses have been provided as an annexure to this report vide Annexure –1.

Dividend

During the year under review the Company has distributed Interim Dividend of 30% pershare amounting to Rs.0.60 per equity share to those Shareholders holding shares on23-3-2016.

Your Directors have decided not to recommend any final dividend and to treat Interimdividend as the final dividend for the financial year 2015-16.

Changes in Business

There have been no changes in business carried on by the Company.

Corporate Governance Report

The Company’s Corporate Governance practices have been detailed in a separatechapter and is attached separately to this Report together with the Auditor’scertificate thereon.

Subsidiaries

The report on the financial position of the Company’s Subsidiaries HimshikharInvestment Limited Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited for theyear ended 31-3-2016 is attached in Form AOC -1 and forms part of this report asAnnexure–2.

The detailed Annual Reports of these subsidiaries are not being enclosed with thisAnnual Report. Any Member desiring to inspect the detailed Annual Reports of any of theaforementioned subsidiaries may inspect the same at the Head Office of the Company andthat of the subsidiaries concerned. In event a member desires to obtain a copy of theAnnual Report of any of the aforementioned subsidiaries he may write to the RegisteredOffice of the Company specifying the name of the subsidiary whose Annual Report isrequired. The Company shall supply a copy of such Annual Report to such Member. The AnnualReport of the aforementioned subsidiaries are available at the Company’s websitewww.dalmiasugar.com.

During the said financial year no company ceased to be a subsidiary of the Company orits subsidiary. The Company has no Associates and Joint Ventures.

The policy for determining material subsidiaries may be accessed on the Company’swebsite at http://www.dalmiasugar.com/upload/ policies/DBSIL-Material-Subisdiary-Policy.pdf.

Consolidated Financial Statements

As required under section 129(3) of the Companies Act 2013 read with Regulation 33 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andAccounting Standard - 21 this Annual Report also includes Consolidated FinancialStatements for the financial year 2015-16.

Extract of Annual Return

In compliance with sub-section (3) of section 92 of the Companies Act 2013 theextract of the annual return is attached in Form MGT-9 and forms part of this report asAnnexure – 3.

Directors and Key Managerial Personnel

The independent Directors namely Shri J.S. Baijal Shri M. Raghupathy and Shri P.Kannan have given their respective declaration of independence under Section 149 of theCompanies Act 2013. A meeting of the Independent Directors excluding all other Directorsand Officials of the Company was held as mandated by provisions of Rule 8 of Schedule IVto the Companies Act 2013 wherein they apprised the performance of the ExecutiveDirectors.

The details of familiarisation programmes imparted to the independent Directors of theCompany can be accessed at the website of the Company at http://www.dalmiasugar.com/upload/policies/Familarisation-Programme-For-Independent-Directors-2015-16.pdf.

Shri Jai H. Dalmia Vice Chairman retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment. He has furnished requisitedeclaration in Form DIR -8 pursuant to Section 164(2) of the Companies Act 2013 read withRule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 tothe effect that he is not disqualified from being reappointed as a Director of theCompany.

The other Key Managerial Personnels namely Shri Gautam Dalmia Managing DirectorShri Anil Kataria Chief Financial Officer and Shri K.V. Mohan Company Secretary continueto hold their respective offices during the year under review.

The Nomination and Remuneration Policy of the Company on Director’s appointmentand remuneration including criteria for determining qualifications positive attributesindependence of the Directors and other matters provided in section 178(3) of theCompanies Act 2013 has been approved by the Board of Directors on the recommendation ofthe Nomination and Remuneration Committee. The Nomination and Remuneration Policy isattached as Annexure – 4 to this Report.

The Board of Directors have conducted a formal evaluation of its own performance andthe performance of its Committees and individual Directors in accordance with norms laiddown in the Nomination and Remuneration Policy aforesaid.

Board of Directors Committees and Meetings

Reference is invited to the attached Corporate Governance Report for the detailsthereof.

The Board has accepted all recommendations made by the Audit Committee.

Corporate Social Responsibility

The Company has constituted the CSR Committee which has approved the CSR Policy anddecided to expend an amount of Rs.0.50 crore (which is more than 2% of average net profitsof the Company made during three immediately preceding Financial Years) on CSR activitiescovering eradication of extreme hunger and poverty promotion of education includingspecial education ensuring environmental sustainability and ecological balance etc.health and sanitation of which Rs.0.11 crore is lying unspent. The said amount isexpected to be spent in the current financial year on executions of certain projects undercontemplation.

The CSR policy is available on the website of the Company at http://www.dalmiasugar.com/upload/policies/DBSIL-CSR-POLICY.pdf.

The Annual Report of CSR activities in terms of Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 is attached as Annexure - 5 and forms part ofthis Report.

Risk Management

In the first phase all financial risks have been identified and the controls have beendefined to avoid such risks. These controls have been tested during the financial year andfound to be working properly.

Related Party Policy and Transactions

The policy on related party transactions may be accessed on the Company’s websiteat http://www.dalmiasugar.com/upload/ policies/DBSIL-Related-Party-Policy.pdf.

During the year there were no material contracts or arrangements with the relatedparties referred to in section 188(1) of the Companies Act 2013. Hence Form AOC-2 is notbeing attached to this Report.

Investments Loans and Guarantees

The particulars of investments made by the Company and the details of loans given andguarantees furnished by the Company are furnished in Note No. 13 and Note No. 46 of theattached Standalone Financial Statements for the year ended 31-3-2016.

Adequacy of Internal Financial Controls

The Company has in place adequate internal financial controls with reference to thefinancial statements. The said financial controls have been tested and no reportablematerial weakness in the design and operations were observed.

Whistle Blower Policy and Vigil Mechanism

The Company has in place the Whistle Blower Policy and Vigil Mechanism with a view toprovide for adequate safeguards against victimisation of persons who use such mechanismand provide for direct access to the Chairperson of the Audit Committee in appropriatecases.

The policy can be accessed at the website of the Company at http://www.dalmiasugar.com/upload/policies/DBSIL-Whistle-Blower-Policy-Vigil-Mechanism.pdf.

Directors’ Responsibility Statement

In terms of the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors declare that:

(a) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Employees’ Stock Option Scheme

The Company has not granted any employee stock options.

Statutory Auditors

M/s. S.S. Kothari Mehta & Co. Chartered Accountants the Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting. The Board has decided torecommend their appointment for a further period of one year in terms of section 139 ofthe Companies Act 2013.

The Company has obtained from them a certificate to the effect that theirre-appointment if made would be in conformity with the limits prescribed in the section141 of the Companies Act 2013.

Cost Auditor

M/s. R.J. Goel & Co. Cost Accountants were appointed as the Cost Auditors of theCompany to conduct cost audit for the year ended 31-3-2015 and they have submitted theCost Audit Reports for the said year on 16-9-2015.

M/s.HMVN & Associates Cost Accountants New Delhi was appointed as the CostAuditors to conduct cost audit for the year ended 31-3-2016 and they will besubmitting their report in due course of time.

The Directors had decided to reappoint M/s. HMVN & Associates Cost AccountantsNew Delhi as the Cost Auditors to conduct cost audit for the year ended 31-3-2017 and theremuneration payable to them for conduct of Cost Audit will be coming up for approvalbefore the Shareholders at the ensuing Annual General Meeting.

Secretarial Auditor and Report Thereon

The Board of Directors of the Company appointed M/s Harish Khurana & AssociatesPractising Company Secretaries as the Secretarial Auditor to conduct the SecretarialAudit in terms of section 204 of the Companies Act 2013. The Report of the SecretarialAudit is attached in Form MR – 3 and forms part of this report as Annexure – 6.

Comments on Auditors’ Observations

The Reports submitted by the Secretarial Auditor and Statutory Auditor of the Companydo not contain any qualification reservation or adverse remark.

Listing of Shares

The Company’s shares continue to be listed on the National Stock Exchange andBombay Stock Exchange and the listing fees for the year 2016-17 has been paid to bothExchanges.

Unclaimed Suspense Account

In terms of Regulation 39(4) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the Company has opened a demat account.

Energy Conservation Technology Absorption and Foreign Exchange Transactions

A statement giving details of Conservation of Energy Technology Absorption and ForeignExchange transactions in accordance with Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 forms a part of this reportas Annexure – 7.

Particulars of Directors’ and Employees’ Remuneration

The particulars of remuneration to Directors and Key Managerial Personnels and otherparticulars in terms of Section 197(12) read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are given in Annexure – 8 tothis Report.

A statement showing the names and other particulars of the employee drawingremuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided inAnnexure – 9 to this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the printed copy of the Annual Report excluding the aforesaid information isbeing sent to the members of the Company. Any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.The full Annual Report including the aforesaid information is being sent electronically toall those members who have registered their email addresses and is also available on theCompany’s website.

Public Deposits

The Company has not accepted any deposits from public till date.

Orders Passed by Regulators

No orders have been passed by the regulators or courts or tribunals impacting thestatus of the Company.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No such Complaints have been receivedby the said committee during the financial year 2015-16.

Health Safety and Environment

Health and Safety of employees and clean environment receive utmost priority at alllocations of your Company. It has already implemented EHS System and provided safe workingenvironment at its plants and mines. Use of personal protective equipment by employeeshave become compulsory and training programs on Health Safety and Occupational Health arebeing conducted on a continuous basis. Your Company has launched the new Safety andHousekeeping programme which has substantially improved the plant housekeeping. Ourendeavour is to make all our plants safe and keep all its employees healthy. Your Companyhas a philosophy that ‘Clean & Green’ is more profitable.

Other Reportable Matters

The Auditors have not reported any fraud to the Audit Committee or the Board ofDirectors of the Company during the year under review.

Industrial Relations

The industrial relations during the year under review remained harmonious and cordial.

Acknowledgement

The Directors wish to place on record their appreciation for the excellent cooperationreceived from all employees at various units of the Company and other stakeholders.

For and on behalf of the Board
Place: New Delhi (J.S. Baijal)
Dated: 23-5-2016

Chairman

Annexure - 1

Working Results of FY 15-16
Particulars FY 16 FY 15 FY 14
Sugar Division (‘000 MT)
Cane Crushed 3097 3093 2783
Sugar Production 375 338 292
Sugar Sales 317 287 319
Molasses Production 141 147 143
Magnesite Division (‘000 MT)
Refractory Product Production 9 17 15
Refractory Product Sale & Self Consumption 10 15 17
Electronic Division (‘000 MT)
Chip Capacitor Production 202 110 146
Chip Capacitor Sales 202 110 146
Chip Resistor Production - - -
Chip Resistor Sales - - -
Wind Farm
Installed Capacity (MW) 16.5 16.5 16.5
Production (Million Units) 19.8 25 29
Plant Load Factor 13.0% 17.2% 19.8%
Govan Travels
Business Handled (C in Crore) 24.3 23.1 24.7
Co-Generation
Installed Capacity (MW) 102 102 94
Production (Million Units) 431 417 354

Annexure - 2

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the Financial Statement ofSubsidiaries/Associate Companies/Joint Ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in C’sCrore)

Name of the subsidiary HIMSHIKHAR INVESTMENT LIMITED DALMIA SUGAR VENTURES LIMITED DALMIA SOLAR POWER LIMITED
1 Reporting period for the subsidiary concerned if different from the holding company’s reporting period Same as Holding Company (31 March of every year) Same as Holding Company (31 March of every year) Same as Holding Company (31 March of every year)
2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable Not Applicable Not Applicable
3 Share capital 0.45 0.05 0.05
4 Reserves & surplus 5.80 (0.06) (0.22)
5 Total assets 6.25 0.00 0.18
6 Total Liabilities 0.00 0.01 0.35
7 Investments 6.17 Nil Nil
8 Turnover 0.10 Nil Nil
9 Profit before taxation 0.10 0.00 0.00
10 Provision for taxation Nil Nil Nil
11 Profit after taxation 0.10 0.00 0.00
12 Proposed Dividend Nil Nil Nil
13 % of shareholding 100% 100% 100%

1. Names of subsidiaries which are yet to commence operations: NIL

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

Part "B": Associates and Joint Ventures: Not Applicable

Place: New Delhi K.V. Mohan Anil Kataria J.S. Baijal Gautam Dalmia
Date: 23rd May 2016

Company Secretary

Chief Financial Officer

Director

Managing Director

Annexure - 4

NOMINATION AND REMUNERATION POLICY

1) Objective: This Policy is laid down to comply with the provisions of section 178 ofthe Companies Act 2013 read along with the Rules made thereunder and the amended Clause49(IV) of the Listing Agreement.

2) Definitions:

a. "Act" means the Companies Act 2013 and Rules framed thereunder asamended from time to time.

b. "Board" means the Board of Directors of the Company.

c. "Directors" means the Directors of the Company as may be appointed fromtime to time.

d. "Independent Director" means a Director who has been appointed as such andwho satisfies the criteria and conditions laid down in S.149(6) of the Companies Act 2013

e. "Key Managerial Personnel" (KMP) means the following persons as defined inS.2(51) of the Companies Act 2013 and (i) Managing Director or Manger or Chief ExecutiveOfficer; (ii) Company Secretary; (iii) Whole-time Director; (iv) Chief Financial Officer;and (iv) such other officer as may be prescribed.

f. "Senior Management Persons" (SMP) means the following persons as definedin Explanation to S.178(8) of the Companies Act 2013 being personnel of the Company whoare members of its core management team excluding Board of Directors comprising allmembers of management one level below the executive directors including all functionalheads.

3) Constitution of the Committee and matters relating there to:

(a) Constitution:

(i) The Committee shall consist of minimum 3 Non-Executive Directors majority of thembeing Independent Director.

(ii) Minimum two members shall constitute a quorum for the meeting.

(iii) Constitution and membership of the Committee shall be disclosed in the AnnualReport of the Company.

(iv) The Chairman of the Committee shall be an Independent Director.

(v) The Chairman of the Company may be nominated as a member of the Committee but shallnot be its Chairman.

(vi) The Chairman of the Nomination and Remuneration Committee is required to bepresent at the Annual General Meeting or he may nominate some other member to answer theshareholders’ queries.

(b) Frequency of Meetings:

The meeting of the Committee shall be held at such regular intervals as may berequired.

(c) Secretary:

The Company Secretary of the Company shall act as the Secretary of the Committee.

(d) Procedure to be followed in meetings of the Committee:

(i) A member of the Committee is not entitled to be present when his or her ownremuneration is being discussed at the meeting or when his or her own performance is beingevaluated.

(ii) All matters shall be decided by a majority of votes cast by the members presentand such decision shall for all purposes be treated as the decision of the Committee. Incase of equality of votes the Chairman shall have the casting vote.

(iii) Head HR or a representative nominated by him shall be present at all meetings ofthe Committee to provide clarifications if any sought by the Committee.

(iv) The Committee is also entitled to engage professionals to assist it in theperformance of its duties and such costs shall be borne by the Company.

(v) Proceedings of all meetings must be minuted and signed by the Chairman of theCommittee at the subsequent meeting. Minutes of the Committee meetings will be tabled atthe subsequent Board and Committee meeting.

4) Role of the Committee:

The Committee shall :-

(a) Formulate the criteria for determining qualifications positive attributes andindependence of a director. [S.178(3) Clause 49(IV)(B) of Listing Agreement]

(b) Recommend to the Board a Policy relating to Remuneration of Directors KMPs andother employees. [S.178(3)]. This Policy has to be disclosed in the Board’s Report[S.178(4)]. As per S.178(4) while formulating this policy Committee has to ensure that:-

(i) Level and composition of remuneration is reasonable and sufficient to attractretain and motivate the Directors of the quality required

(ii) Relationship of remuneration to performance is clear and meets appropriateperformance bench marks

(iii) Remuneration to Directors KMPs and SM involves a balance between fixed andincentive pay reflecting short and long term performance objectives appropriate for theCompany.

(c) Carry out evaluation of every Director’s performance. [S.178(2)]

(d) Devise a policy on Board Diversity. [Clause 49(IV)(B)(3) of Listing Agreement]

(e) Identify persons who are qualified to become Directors and who may be appointed asKMPs / SMPs in accordance with the criteria laid down in this policy. [S.178(2)]

(f) Recommend to the Board the appointment and removal of KMPs and SMPs in accordancewith the criteria laid down. [S.178(2)]

5) Policy on Remuneration:

(a) Directors (including MDs and WTDs):

(i) It would have to be within the ceiling as may be prescribed by law from time totime.

(ii) It would have to be with such approvals as may be prescribed by law.

(iii) In case of MDs / WTDs it shall involve a balance between fixed and incentivepay reflecting short term and long term performance objectives

(iv) In case of non WTDs total remuneration payable in accordance with law bedistributed amongst themselves keeping in view (a) Responsibilities (e.g Chairmanship /Membership of important committees) (b) Tenure on the Board (c) Devoting of time outsideBoard meetings for Company’s work etc as may be decided by the Board.

(b) KMPs and other employees:

(i) It would be based on TCTC concept. Within this TCTC it could be made flexible asper the needs of employees in a fair and transparent manner.

(ii) It would be based on Annual Compensation Surveys followed by industry benchmarksposition benchmarks performance benchmarks comparative and percentile positionanalysis.

(iii) It would be in compliance with laws and regulations.

6) Policy on Board Diversity

The Board would comprise of persons having diverse qualifications experience andexposure in any area including but not limited to finance accounts human relationsmarketing selling administrative engineering economic legal tax and manufacturingfunctions.

7) Criteria for determining qualifications positive attributes and independence ofDirectors:

(a) Criteria for determining independence would be as laid down in S.149(6) of the Act.

(b) No academic qualification is envisaged but should be able to contribute positivelyto the deliberations at Board Meetings.

8) Criteria for identifying persons for appointment as SMPst:

(a) Should fulfill the Job Description for the relevant position as may be in forcefrom time to time.

(b) Should clear the Dalmia BEI (Behavioural Evaluation Interview)

9) Evaluation of every Director’s performance (Suggested Criteria):

(a) % attendance at Board Meetings.

(b) Participation in discussions

(c) Preparedness for Board Meetings by reading of the relevant papers.

(d) Contribution in terms of improving Business performance.

(e) Proactive availability for Company’s business besides Board meetings.

10) General:

(a) The persons selected for the positions of KMPs and SMPs should have the desiredqualifications expertise and experience for the position he/she is considered forappointment. The Committee shall has the discretion to decide whether the qualificationsexpertise and experience possessed by a person is sufficient for the concerned position.

(b) The Committee shall approve the selection of candidates to the position of KeyManagerial Personnel and Senior Management persons as given by the HR Department andrecommend to the Board his or her appointment.

(c) The Committee shall not recommend the appointment of or continuation of appointmentof any person to the above positions who have attained the age of seventy five years. Inthe event it is decided by the Committee to breach the above age limit the Committeeshall make such recommendation subject to approval of shareholders by way of a SpecialResolution.[Sec 196(3(a) and proviso thereto)

(d) Term/Tenure of appointment of Directors:

(i) Managing Director/Manager/Whole-time Director: The term of appointment orre-appointment of any person as a Managing Director/Whole-time Director or Manager shallnot exceed five years at a time. The reappointment shall not be made earlier than one yearbefore the expiry of the current term of appointment. [Sec 196(3)]

(ii) Independent Directors:

An Independent Director shall hold office for a term upto five consecutive years andcan be reappointed on passing of a Special Resolution by the Shareholders of the Companyfor a further term of five years. [sec 149(10)]

No Independent Director shall hold office for more than two consecutive terms. AnIndependent Director who has completed the two consecutive terms of appointment of fiveyears each can however be appointed as an Independent Director after the expiry of threeyears of his ceasing to become an Independent Director provided he otherwise qualifies forbeing appointed as an Independent Director. [sec 149(11)]

At the time of appointment of an Independent Director it should be ensured that he isnot an Independent Director of more than seven listed companies. If however theIndependent Director is serving as a Whole-time Director of a listed company then itshould be ensured that he is not an Independent Director of more than three listedcompanies. [Clause 49(ii)(B)(2) of Listing Agreement]

(iii) Key Managerial Personnel/Persons in Senior Management persons: The term ofappointment to the above positions except that of Managing Director Manager or Wholetime Director shall be determined by the Nomination and Remuneration Committee at its owndiscretion and may vary from position to position.

(e) Evaluation of Key Managerial Personnel and person in Senior Management persons: TheCommittee shall carry out evaluation of performance of every Director preferably atregular yearly intervals. For this purpose the Board may engage the services of aprofessional for advising it on the process of evaluation etc and the cost of suchprofessional shall be borne by the Company.

The Committee shall go through the recommendations of the evaluations by the HRDepartment of the persons holding Key Managerial Personnel (excluding the ManagingDirector and Whole time Director) and Senior Management persons and approve the same withor without modifications.

(f) Removal:

The Committee may recommend to the Board with reasons recorded in writing the removalof a Director Key Managerial Personnel or a Senior Management person for reasons ofmisconduct or negligence of duties.

A Director can be removed from his office if the shareholders pass an ordinaryresolution pursuant to the provisions of section 169 of the Companies Act 2013.

A Director shall also be required to continue to qualify as a Director in terms ofsection 164 of the Act and is not liable to vacate his office in terms of section 167 ofthe Act.

(g) Retirement:

The Director Key Managerial Personnel and Senior Management Persons shall retire asper the provisions of the Act and the policy of the Company. Subject to the provisions ofClause 4(B) the Board will however have the discretion to retain the Director KeyManagerial Personnel and Senior Management Persons in the same position includingremuneration or otherwise even after his attaining the age of retirement in the interestof the Company.

(h) The Remuneration policy will be disclosed in the Annual Report of the Company.

(i) This Remuneration Policy shall apply to all future employment agreements withmembers of Company’s Senior Management including Key Managerial Personnel and Boardof Directors. In other respects the Remuneration Policy shall be of guidance for theBoard.

(j) Any or all the provisions of this Policy would be subject to the revision/amendment in the Companies Act 2013 related rules and regulations guidelines and theListing Agreement on the subject as may be notified from time to time. Any such amendmentshall automatically have the effect of amending this Policy without the need of anyapproval by the Nomination and Remuneration Committee and/ or the Board of Directors.However any such amendment shall be annexed to this Policy and put on the website of theCompany for ready reference of all concerned persons and placed before the Nomination andRemuneration Committee.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGO AND EARNINGS

a) A consolidated statement relating to your unit with respect of:

(A) Conservation of Energy:

I. The steps taken/impact on conservation of energy:-

a) Installation of Falling Film Evaporators and plate evaporators resulting inreduction in Steam consumption.

b) Installation of AC Variable Frequency Drives and high efficiency helical gearboxesfor mill drive.

c) Installation of Automatic Batch type centrifugal with AC Variable Frequency Drives.

d) Installation of multi pressure PLC based distillation plants along with integratedevaporator system.

e) Installation of captive power plant with slop fired boiler and energy efficientturbine in Kolhapur distillery which has resulted in 800- 900 KW surplus power.

II. The steps taken by your unit for utilizing alternate sources of energy. The companyis primarily using the renewable source of energy. Also the company is planning to takemeasures to install solar heating & Lighting system in near future.

III. The capital investment on energy conservation equipments.

Company has invested around Rs.4.00 Crore during the F.Y. 2014-15 to conserve theenergy.

(B) Technology Absorption :

I. The efforts made towards technology absorption.

a. Distributed control system (DCS)’: Operations of Cane Milling Pan boilingCo-Gen Decanters etc. are automated and controlled by these systems. Development of veryhigh reliability multi-layer ceramic chip capacitors for space application.

b. Air-cooled condensers: Surface condensers without use of water are environmentfriendly.

c. Water management: Various schemes are implemented to conserve use of water for caneprocessing. Almost ZERO water consumption in sugar cane processing has been achieved.

II. The benefits derived like product improvement cost reduction product developmentimport substitution etc.

The Company as a result of the efforts made has achieved lower stoppage days which hasresulted in better crush rates and consistent improvement in the utility of sugarmanufactured.

III. In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished :

(a) Details of technology imported.

(b) Year of import.

(c) Whether the technology been fully absorbed.

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

No technology has been imported for the last five years.

iv. Expenditure incurred on Research and Development NIL

(C) Foreign Exchange Earnings And Outgo

i. Foreign Exchange earned in terms of actual inflows during the year Rs.18.85 Crores

ii. Foreign Exchange outgo during the year in terms of actual outflows Rs.0.04 Crore

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