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Dalmia Refractories Ltd.

BSE: 500481 Sector: Engineering
NSE: DALMIAREF ISIN Code: INE200F01017
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Dalmia Refractories Ltd. (DALMIAREF) - Director Report

Company director report

For the year ended 31st March 2017

Your Directors hereby present the Forty fourth Annual Report together with auditedfinancial statements for the year ended 31st March 2017.

Financial Results

(Rs. in lacs)
2016-17 2015-16
GROSS REVENUE 17801 20595
Profit before interest Depreciation and Tax (EBITDA) 1080 814
Interest 131 270
Depreciation 394 (525) 374 (644)
Profit before Tax (PBT) 555 170
Provision for Current tax(including deferred tax) 187 50
Profit after tax (PAT) 368 120
Tax adjustment of earlier year (2)
Add : surplus brought forward from last year 3728 3637
Profit available for appropriation 4094 3757

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share of facevalue of ` 10/- each for the current financial year ended 31st March 2017. Thedividend payout is subject to approval of the members at the ensuing Annual GeneralMeeting.

OPERATIONS AND FUTURE OUTLOOK

The year witnessed a sluggish market scenario with lower capacity utilization and veryfew projects in the Cement industry the Company's main consumer segment resulting inlower revenue. Inspite of the adverse conditions the Company has been able to achievebetter profitability as compared to the last year as a result of better product mix costsaving measures and efficient working capital management. The Company has been able torealize a Profit before Tax (PBT) of ` 555 lakhs as against the PBT of ` 170 lakhs duringthe previous year.

Details about the performance as also the future outlook have been given under the headFunctional Highlights and Management Discussion and Analysis in the annexed report on theCorporate Governance.

The details of refractories produced and dispatched by the units of the Company aregiven as under:-

Dalmiapuram Works
FY 17 FY 16
Production (MT) 37569 39013
Dispatches (MT) 36718 39341
Khambalia Works
FY 17 FY 16
Production (MT) 33510 33383
Dispatches (MT) 34530 33084
Katni Works
FY 17 FY 16
Production (MT) 9546 10901
Dispatches (MT) 9134 10823

REDEMPTION OF NON-CONVERTIBLE DEBENTURES

During the year under review 2400000 6% Non- Convertible Debentures of the Companyof the face value of

` 10/- each issued by the Company on 14th August 2009 became due forredemption and the same has been paid in full on the due date as per the terms of theissue.

CHANGE IN BUSINESS

There has been no change in the business carried on by the Company during the year.

DEPOSITS

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

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the said year under review a wholly owned subsidiary of the Company wasincorporated namely Dalmia Seven Refractories Limited on 16th December 2016.

Further on 6th April 2017 a Shareholders' Agreement was entered amongstthe Company Dalmia Seven Refractories Limited and Seven Refractories GesmbH which is aleading and fast growing European player in Monolithic Refractories headquartered atAustria to develop and supply a wide range of monolithic refractory products andrendering of services incidental thereto. In terms of the said agreement the Company willhave 51% equity share capital and Seven Refractories GesmbH will have 49% equity sharecapital in Dalmia Seven Refractories Limited (the Joint Venture Company). Apart from thisthe Company does not have any other subsidiary associate or joint venture Company.

The report on the performance and financial position of the Company's Subsidiary forthe Financial Year ended March 31 2017 is attached in Form AOC-1 and forms parts of thisReport as Annexure – I.

The detailed Annual Report of the Subsidiary Company is not being published in thisreport and any member desirous of obtaining a copy of the same may write to the registeredoffice of the Company or download the same from the Company's websitewww.dalmiarefractories.com. Any member desirous to inspect the same may conductinspection at the Registered Office of the Company during business hours.

CORPORATE GOVERNANCE

The Company's Corporate Governance Report has been detailed in a separate Chapter andis attached separately to this Report. The Auditors' Certificate confirming compliance ofCorporate Governance Code is also attached as annexure and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of the Companies Act 2013 regarding the Corporate SocialResponsibility are not applicable to the Company for the Financial year 2016-17. Howeverthe Company is fully aware of its social responsibilities and is providing time to timeassistance through the local institutions to benefit the local residents of the nearbyareas where the Company's plants are located.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Section 129(3) of the Companies Act 2013 ("Act") and theAccounting Standard 21 on Consolidated Financial Statements read with Regulation 34(2)(b)of the SEBI (LODR) Regulations 2015 this Annual Report also includes ConsolidatedFinancial Statements for the Financial Year 2016-17.

LISTING OF SECURITIES

The Company's shares continue to remain listed on the Metropolitan Stock Exchange ofIndia Limited and Calcutta Stock Exchange Limited and the listing fees for the financialyear 2017-18 has been paid to the said Exchanges.

EXTRACT OF ANNUAL RETURN

In compliance with the provisions of Section 92(3) of the Companies Act 2013 thedetails forming part of the extract of the Annual Return is attached to this Report as‘Annexure II' in Form MGT 9.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the members in the Annual General Meeting held on 24thAugust 2016 approved the appointment of Shri Sameer Nagpal as a Non- ExecutiveNon-Independent Director whose period of office is liable to retire by rotation Smt. LeenaRawal retires by rotation at the ensuing Annual General Meeting and being eligible offersherself for reappointment. Smt. Leena Rawal has given her declaration in terms of Section164(2) of the Companies Act 2013 to the effect that she is not disqualified from beingreappointed as a Director of the Company.

All Independent Directors namely Shri N.Gopalaswamy Shri P.D.Mathur and Shri M.K.Doogar have given their declaration of independence in terms of Section 149(6) of theCompanies Act 2013.

The Key Managerial Persons namely Shri C. N. Maheshwari Chief Executive OfficerShri Sudhir Kumar Srivastava Chief Financial Officer and Ms. Akansha Jain CompanySecretary continue to hold their respective offices during the year under review.

BOARD OF DIRECTORS COMMITTEES AND MEETINGS

During the year four Meetings of the Board were convened and held. The time gapbetween two consecutive meetings of the Board did not exceed one hundred and twenty days.In terms of the provisions of Rule 8 of Schedule IV to the Companies Act 2013 a separatemeeting of the Independent Directors excluding all other Directors and Officials of theCompany was also held. Reference is invited to the attached Corporate Governance Reportfor the details thereof. As on 31.03.2017 there are four Board level committees. Thecomposition terms of reference and other details of all Board level Committees have beenelaborated in the Corporate Governance Report annexed to this Report.

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

The Nomination and Remuneration Policy of the Company on Directors appointment andremuneration including criteria for determining qualifications positive attributesindependence of Directors and other matters provided in section 178(3) of the CompaniesAct 2013 as approved by the Board of Directors is attached as ‘Annexure-III' to thisReport. The details of familarisation programmes for Independent Directors of the Companycan be accessed at the website of the Company at www.dalmiarefractories.com The formalannual evaluation of the performance of the Board its Committees and individual Directorswas conducted in accordance with criteria laid down in the Nomination and RemunerationPolicy of the Company.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place the Whistle Blower Policy and the Vigil Mechanism with a viewto provide for adequate safeguards against victimization of stakeholders who use suchmechanism and provide for direct access to the Chairperson of the Audit Committee inappropriate cases.

The policy can be accessed at the website of the Company athttps://www.dalmiarefractories.com /pdf/ whistle_blower_policy-drl.pdf

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control commensurate with the size of theCompany and nature of its Business which are reviewed periodically.

PATICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year under review the Company has not given any loans directly orindirectly to any person or to other body corporates or given any guarantee or providedany security in connection with a loan to any other body corporate or person in terms ofSection 186 of the Companies Act 2013. The Details of Investments made by the Company aregiven in Note 13 of the Financial Statements.

RELATED PARTY POLICY AND TRANSACTIONS

During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. The policy on Related PartyTransactions can be accessed at the website of the Company at https://www.dalmiarefractories.com/pdf/drl_related_party.pdf.

RISK MANAGEMENT

The Board has established a Risk Management Committee. The Committee endeavors toassist the Board to review the risk management practices and actions deployed by theManagement with respect to identification impact assessment monitoring and mitigationand reporting of key risks while trying to achieve its business objectives.

AUDITORS & AUDITORS' REPORT

SECRETARIAL AUDITORS

The Board of Directors of the Company appointed Shri N.C. Khanna Practicing CompanySecretary to conduct the Secretarial Audit for the financial year 2016-17 in terms ofsection 204 of the Companies Act 2013. The Secretarial Audit Report for the financialyear ended March 31 2017 is annexed as ‘Annexure IV' of this Report.

STATUTORY AUDITORS

M/s S.S Kothari Mehta & Co. Statutory Auditors of the Company retire at theconclusion of ensuing Annual General Meeting. They are not eligible for re-appointment asin terms of the provisions of Section 139 of the Companies Act 2013 no listed Companyshall appoint or re-appoint an audit firm for more than two terms of five consecutiveyears. Hence your Directors recommend the appointment of M/s Chaturvedi and ShahChartered Accountants for a term of 5 years subject to the ratification by theshareholders at every Annual General Meeting in accordance with the provisions of thesaid section in place of the retiring auditor.

The Company has obtained a Certificate from them to the effect that their appointmentif made would be in accordance with the conditions prescribed in Section 141 of theCompanies Act 2013

COMMENTS ON AUDITORS REPORT

The Reports submitted by the Secretarial Auditor and the Statutory Auditor do notcontain any qualification reservation and adverse remark.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are given inAnnexure-A which forms part of the Directors' Report.

PARTICULARS OF DIRECTORS' AND EMPLOYEES' REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the annual report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereare no employees drawing remuneration in excess of the limits set out in the said rules.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company.

The said information is available for inspection at the registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished on request. The full AnnualReport including the aforesaid information is being sent electronically to all thosemembers who have registered their email addresses and is available on the Company'swebsite.

DISCLOSURE

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Apart from disclosures made in the report no other material changes and commitmentshave occurred after the close of the year till the date of this report which affect thefinancial position of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 134(5) of the Companies Act 2013 your Directorsdeclare that:

i) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

ii) 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;

iii) 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;

iv) the Directors had prepared the annual accounts on a going concern basis.

v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. vi) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGMENT

The Directors also take this opportunity to place on record their sincere thanks andappreciation for assistance and continued support to the Company from its Bankers Stateand Central Government agencies employees and other stakeholders of the Company.

For and on behalf of Board
Place: New Delhi N.GOPALASWAMY
Dated: May 8 2017 CHAIRMAN

ANNEXURE-A

Prescribed Particulars of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo

A. CONSERVATION OF ENERGY

(a) The steps taken/ impact on conservation of energy:-

(i) Introduction of Roll Crushers in the grinding circuit to reduce power consumption.

(ii) Replacement of CFL bulbs with LED bulbs.

(iii) Variable Frequency Drives (VFD) have been installed at appropriate places forpower saving.

(b) The steps taken by the Company for utilizing alternate sources of energy:-

(i) Installation of transparent Roof sheets in press section and Drier area to make useof sunlight and reduce power consumption.

(ii) Use of Pet Coke instead of coal to reduce the fuel cost in all kilns of DPM unit.

(c) The capital investment on energy conservation equipments:

The Company has invested about ` 17 lakhs during the FY 2016-17 to conserve the energy.

B. TECHNOLOGY ABSORPTION:

1. The efforts made towards technology absorption:

Efforts are being made for technical collaborations and in-house research anddevelopment for producing wider and better range of products.

2. The Benefits derived like Product improvement cost reduction productdevelopment import substitution etc.:

Development of new product called DAL CR varieties used as import substitution in thecement rotary kilns. This has resulted in expanding our product range with the customers.

3. No technology has been imported in the last three years.

4. Expenditure incurred on Research and Development.

Rs. 35.89 lakhs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Rs. 400.93 lakhs

ii. Foreign Exchange outgo during the year in terms of actual inflows

Rs. 2897.18 lakhs

ANNEXURE-I Form AOC-1

(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 `)

Sl. No. Particulars Details
1. Sl. No. 1.
2. Name of the subsidiary Dalmia Seven Refractories Limited
3. The date since when subsidiary was acquired 16.12.2016
4. Reporting period for the subsidiary concerned if different from the holding company's reporting period 16.12.2016 – 31.03.2017
5. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A.
6. Share capital 1000000
7. Reserves & surplus (90188)
8. Total assets 938069
9. Total Liabilities 938069
10. Investments 900000
11. Turnover NIL
12. Profit before taxation (90188)
13. Provision for taxation NIL
14. Profit after taxation (90188)
15. Proposed Dividend NIL
16. Extent of shareholding (In percentage) 100%

Notes: The following information shall be furnished at the end of the statement:

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

C.N. Maheshwari N. Gopalaswamy
Chief Executive Officer Director
DIN: 00017659
S.K. Srivastava Akansha Jain Sameer Nagpal
Date : May 8 2017 Chief Financial Officer Company Secretary Director
Place : New Delhi DIN: 06599230

ANNEXURE III NOMINATION AND REMUNERATION POLICY

1) Objective: This Policy is laid down to comply with the provisions of section178 of the Companies Act 2013 read along with the Rules made thereunder and the amendedClause 49(IV) of the Listing Agreement.

2) Definitions: a. "Act" means the Companies Act 2013 and Rulesframed thereunder as amended from time to time. b. "Board" means the Board ofDirectors of the Company. c. "Directors" means the Directors of the Company asmay be appointed from time to time. d. "Independent Director" means a Directorwho has been appointed as such and who satisfies the criteria and conditions laid down in S.149(6)of the Companies Act 2013. e. "Key Managerial Personnel" (KMP) means thefollowing persons as defined in S.2(51) of the Companies Act 2013 and (i) ManagingDirector or Manger or Chief Executive Officer; (ii) Company Secretary; (iii) Whole-timeDirector; (iv) Chief Financial Officer; and (v) such other officer as may be prescribed.f. "Senior Management Persons" (SMP) means the following persons as defined in Explanationto S.178(8) of the Companies Act 2013 being personnel of the Company who are membersof its core management team excluding Board of Directors comprising all members ofmanagement one level below the executive directors including all Business unit heads.

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

(a) Constitution:

(i) The Committee shall consist of minimum 3 Non-Executive Directors out of which notless than one half shall be 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 IndependentDirector.

(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 Secretaryof 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 may be invited at the 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 ofremuneration is reasonable and sufficient to attract retain and motivate the Directors ofthe quality required (ii) Relationship of remuneration to performance is clear and meetsappropriate performance bench marks (iii) Remuneration to Directors KMPs and SMPinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate for the Company.

(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 accordance withthe 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 incentive payreflecting 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 Total Cost to Company (TCTC) concept. Within this TCTC itcould be made flexible as per the needs of employees in a fair and transparent manner.

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

(iii) The level and composition of remuneration would be reasonable and sufficient toattract retain and motivate to run the Company successfully and to meet performancebenchmarks.

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. All Board appointments are made on merit in the context of skill experienceindependence and knowledge which the Board as a whole requires to be effective.

The Articles of the Company provide for a minimum number of 3 Directors and a maximumnumber of 12. The size and composition of the Board is to be determined within theseparameters.

The Board shall comprise of one-third of its strength being Independent Directorswhere the Chairman of the Board/Company is an Non-Executive Chairman. However theChairman is an Executive Chairman one half strength of the Board shall comprise ofIndependent Directors.

Vacancies in the Board caused due to death resignation or otherwise shall be filled inwithin a period of six months unless the Board resolves not to do so.

It shall be necessary to have one woman Director on the Board.

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

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

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

(c) The candidate to be appointed as an Independent Director shall be at least 21 yearsof age. All persons being appointed as Directors shall possess a Directors IdentificationNumber (DIN).

(d) A person shall not be appointed as a Director if he is disqualified under section164 of the Companies Act 2013.

(e) The term of office of Executive Directors can be maximum 5 years at a time. Thiscan be renewed for further periods of time.

(f) The term of office of Independent Directors will be for a such period as may bedetermined by the Board subject to a maximum term of 5 years and can be renewed thereafterfor a further period of 5 years by passing a Special Resolution. Thereafter there has tobe a minimum 3 year cooling off period before which the persons appointment as anIndependent Director can be considered.

8) Criteria for identifying persons for appointment as Key Managerial Personnel's:-

(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:

(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.

The Committee 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 a process of evaluation etc and the cost of suchprofessional shall be borne by the Company.

10. General:

(a) The persons selected for the positions of Key Managerial Personnel should have thedesired qualifications expertise and experience for the position he/she is considered forappointment. The Committee shall have the discretion to decide whether the qualificationsexpertise and experience possessed by a person is sufficient for the concerned position.The Committee shall approve the selection of candidates to the position of Key ManagerialPersonnel and recommend to the Board his or her appointment.

(b) The appointment of Senior Management Personnel shall be done by the HR departmentwho shall keep the Committee informed of such appointments from time to time. Providedhowever that the appointment of a person to the level of a Senior Managerial Personnel canbe got ratified by the Company by getting the position cleared by the Nomination &Remuneration Committee within a period of 4 months from the date of initial appointment.

(c) The Committee shall not recommend the appointment of or continuation of appointmentof any person to the position of a Managing Director and Whole-time Director or Managerwho has attained the age of seventy years. In event it is decided by the Committee tobreach the above age limit the Committee shall make such recommendation subject toapproval of shareholders by way of a Special Resolution [Sec 196(3)(a) and provisothereto].

(d) Term/Tenure of appointment of Directors etc.:

(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 re-appointment shall not be made earlier than oneyear before the expiry of the current term of appointment. [Sec 196(3)]

(ii) Independent Directors: An Independent Director shall hold office for a term uptofive consecutive years and can be reappointed on passing of a Special Resolution by theShareholders of the Company for 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: The term of appointment for the positions of KeyManagerial Personnel shall be determined by the Nomination and Remuneration Committee atits own discretion and may vary from position to position.

(e) Evaluation of Key Managerial Personnel and person in Senior Management persons:

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 approve the same with or without modifications. Theevaluation of the Senior Management Personnel shall be done by the HR department inaccordance with the Company's HR policies as existing from time to time.

(f) Removal:

The Committee may recommend to the Board with reasons recorded in writing the removalof a Director Key Managerial Personnel for reasons of misconduct 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 of asection 164 of the Act and is not liable to vacate his office in terms of section 167 ofthe Act.

(g) Retirement:

The Director shall retire as per the provisions of the Act. The Key ManagerialPersonnel and Senior Management Persons shall retire as per the HR policy of the Companyin force from time to time. Subject to the provisions of Clause 4(b) the Board willhowever have the discretion to retain the Director Key Managerial Personnel and SeniorManagement Persons even after his attaining the age of retirement in the interest of theCompany.

(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 Board ofDirectors. In other respects the Remuneration Policy shall be of guidance for the Board.

(j) Any or all the provisions of this Policy would be subject to the revision/amendmentin the Companies Act 2013 related rules and regulations guidelines and the ListingAgreement on the subject as may be notified from time to time. Any such amendment shallautomatically have the effect of amending this Policy without the need of any approval bythe Nomination and Remuneration Committee and/or the Board of Directors. However any suchamendment shall be annexed to this Policy and put on the website of the Company for readyreference of all concerned persons and placed before the Nomination and RemunerationCommittee.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director and ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year 2016-17

Sr. No. Name of Director Remuneration of Director for Financial year 2016-17 % increase in Remuneration in the Financial Year 2016-17 Ratio of remuneration of each Director/to median remuneration of employees
(Rs.in lacs)
1. Shri N. Gopalaswamy 1.63 73% 0.707:1
Independent Director
2. Shri P.D. Mathur 1.63 53% 0.707:1
Independent Director
3. Shri M.K. Doogar 1.53 82% 0.664:1
Independent Director
4. Shri Deepak Thombre 0.80 (7%) 0.348:1
Non-Executive Director
5. Shri C. Nagaratnam 1.20 35% 0.522:1
Non-Executive Director
6. Smt. Leena Rawal 0.40 60% 0.174:1
Non-Executive Director
7. Shri Sameer Nagpal* 0.40 N.A. 0.174:1
Non-Executive Director

Note: Sitting fees paid to Directors for attending the meetings of the Board andcommittees forms part of the Remuneration paid to Directors. Further the sitting feespaid to Directors for attending the Meetings of the Board was increased during the year.

*Shri Sameer Nagpal was appointed as Director of the Company w.e.f. 04.02.2016.

(ii) The Percentage increase in the remuneration of Chief Executive Officer ChiefFinancial Officer and Company Secretary in the financial year 2016-17.

During the financial year 2016-17 the remuneration of Chief Financial Officer andCompany Secretary has increased by 10% and 13% respectively and reimbursements were madeto Dalmia Bharat Limited for the services of Chief Executive Officer.

(iii) In the financial year there was an increase of 20% in the median remuneration ofemployees;

(iv) There were 390 permanent employees on the rolls of Company as on March 31 2017;

(v) Average percentile increase already made in the salaries of employees other thanmanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

Average percentage increase in the salaries of employees other than managerialpersonnel is 8%.

Further There was no Managing Director Manger or Whole-Time Director during thefinancial year 2016-17 and 2015-16. Hence not comparable.

(v) It is hereby affirmed that the remuneration paid during the year ended March 312017 is as per the Remuneration Policy of the Company.