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Digjam Ltd.

BSE: 539979 Sector: Industrials
NSE: DIGJAMLTD ISIN Code: INE731U01010
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VOLUME 46835
52-Week high 17.60
52-Week low 9.25
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Mkt Cap.(Rs cr) 100
Buy Price 0.00
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Sell Price 0.00
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OPEN 11.45
CLOSE 11.55
VOLUME 46835
52-Week high 17.60
52-Week low 9.25
P/E
Mkt Cap.(Rs cr) 100
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Digjam Ltd. (DIGJAMLTD) - Director Report

Company director report

TO THE SHAREHOLDERS

We present herewith our Annual Report along with the Audited Accounts of the Companyfor the period ended March 31 2016.

During the year the Company proposed a scheme of amalgamation with its erstwhileparent company with a view to achieve financial strength and flexibility and provideopportunities to leverage raising of resources to finance business needs with an improvedfinancial structure. The Hon'ble High Court of Gujarat sanctioned the Scheme ofAmalgamation ("the Scheme") between the erstwhile Digjam Limited and its whollyowned subsidiary Digjam Textiles Limited ("the Company") and their respectiveCreditors and Shareholders vide its Order dated February 17 2016. On filing a certifiedcopy of the Court Order with the Registrar of Companies Gujarat on March 17 2016 theScheme came into effect.

Accordingly the entire business and undertaking of erstwhile Digjam Limited wastransferred as a going concern to the Company with effect from close of business on June30 2015 (Appointed Date) pursuant to Sections 391 to 394 of the Companies Act 1956 andother applicable provisions of the said Act and the Companies Act 2013 ("theAct"). Thereafter the name of the Company stood changed from ‘Digjam TextilesLimited' to ‘Digjam Limited' w.e.f. March 23 2016. In essence all shareholders ofthe erstwhile Digjam Limited automatically converted to shareholders of the Company inexactly the same proportion by number of shares.

As the Company was incorporated on June 17 2015 and this is its first Report previousyear's figures are not applicable.

FINANCIAL RESULTS (Rs. Lacs)
March 31 2016
Operations for the period resulted in Profit
before Interest and Depreciation of 90.42
less : Finance Costs 859.26
less : Depreciation 217.18
(Loss)/Profit Before Tax (986.02)
less: Taxation
(Loss)/Profit After Tax (986.02)
being the Balance which is carried forward

The Directors do not recommend any dividend.

REVIEW OF KEY BUSINESS MATTERS

Following positive government policies for growth and governance India's overalleconomic prospects are on a recovery path. But domestic demand conditions have not fullyrecovered. Capacity utilization across many industries is sub-optimal and private businessis still constrained and hesitant about fresh investments. Challenges to economicprospects include possible rise in oil prices uncertain monsoons debt overhang inbusinesses and slow revival of customer confidence.

The markets for the Company's products also suffered indifferent demand. Competitionfrom synthetic and cotton fabrics and cheaper supplies from China worked to influencecustomer preferences. A marked shift to ready-mades is also impacting overall superiorfabric demand at home. In addition domestic sales were hit on account of deficientmonsoon and exports dragged due to weak conditions in global markets. The Company achievedlower than expected sales volume at 26.4 lac metres (annualised: 35.2 lac metres)translating into operational revenue of Rs. 94.7 crores in 9 months (annualised: Rs.126.3Crores). The Company continues to expend considerable management energy on marketingimproving operations and managing liquidity.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Sri S. Ragothaman Sri C. Bhaskar and Sri Satish Shah were the first Directors of theCompany upon incorporation. At the Board Meeting held on March 10 2016 Sri SidharthBirla Ms. Meenakshi Birla and Sri C. L. Rathi were appointed as Additional Directors andSri Bharat Anand Sri A.C. Mukherji and Sri G. Momen were appointed as (Independent)Additional Directors. The Board also designated Sri S. Ragothaman as an IndependentDirector. All the Independent Directors have declared that they meet the criteria ofindependence as per Section 149(6) of the Companies Act 2013. All the AdditionalDirectors hold office upto the date of the forthcoming Annual General Meeting; the Companyhas received notices u/s 160(2) of the Act proposing their appointment as Directorsalongwith requisite deposits.

The Board has unanimously elected Sri Sidharth Birla as Chairman of the Company and hasappointed Sri C. Bhaskar as Managing Director & Chief Executive Officer of the Companyfor the period from March 18 2016 till December 31 2017 subject to relevant approvals;the Resolution setting out the terms of his appointment is proposed for the forthcomingAnnual General Meeting. Sri Bhaskar will as permitted in law continue to also holdoffice of Managing Director in Xpro India Limited.

Sri Satish Shah resigned from the Board on March 10 2016 and there upon he wasappointed as Vice President & Chief Financial Officer of the Company. Sri Jatin Jainhad been appointed as the Company Secretary of the Company on January 28 2016.

During the period seven Board Meetings were held as per the details in the annexedCorporate Governance Report.

SHARE CAPITAL

The Company was incorporated with paid-up Equity Share Capital of Rs. 500000.Pursuant to the Scheme the aforesaid Share Capital held by erstwhile Digjam Limited standscancelled. As per the Scheme the Company has since the close of the period allotted87641621 fully paid up Equity Shares of face value of Rs. 10/- each at a premium ofRs. 5/-per Share and 500000 – 8% Non-Convertible Redeemable Preference Shares ofRs. 100/- each at par on April 29 2016 to the entitled shareholders of erstwhile DigjamLimited in the ratio 1 (one) share for every 1 (one) share held in erstwhile DigjamLimited on the Record Date i.e. March 31 2016.

The Equity Shares of the Company are in the process of being listed and relevantapprovals are anticipated soon.

STATUTORY INFORMATION AND OTHER MATTERS

Information as per the requirements of the Act our report on Corporate Governancealongwith the Auditors' Certificate on Compliance and the Managements' Discussion &Analysis Report form part of this report and are annexed hereto.

The extract of the Annual Return in Form MGT-9 is attached herewith.

The Board has on the recommendation of the Remuneration & Nominations Committeeframed a Policy for appointment and remuneration of Directors and Senior ManagerialPersonnel as well as criteria for determining independence and other relevant matters(policy and criteria annexed herewith). Pursuant to the provisions of the Act andRegulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") the Board of erstwhile DigjamLimited carried out annual evaluation of its performance and of individual Directors(including independent) as well as the evaluation of its Audit Remuneration andNominations and Stakeholders Relationship Committees. The concerned Director did notparticipate in the meeting while being evaluated. A questionnaire was circulated to allthe Directors. The Remuneration and Nominations Committee of erstwhile Digjam Limited alsoevaluated the performance of every Director. The evaluation of the Chairman of the Boardand the non-independent Directors was also carried out at the separate meeting of theIndependent Directors.

The information on Conservation of Energy Technology absorption foreign exchangeearnings and outgo is annexed hereto.

The Company has in place a system of periodical review of business risks. The AuditCommittee and the Board are informed about the risks identified assessment thereof andminimization procedures and identification of elements of risks which in the opinion ofthe Board may threaten existence of the Company.

The Company has an internal control system commensurate with its size of operations.The internal audit function is carried out by an external agency which reports to theChairman of the Audit Committee. During the course of internal audit the efficacy andadequacy of internal control systems of the Company is also evaluated. Based on thereports corrective actions are taken and the controls strengthened.

The Company has no subsidiary joint venture or associate company. The Company has notinvited/accepted any Fixed Deposits under Chapter V of the Act and there are noneoutstanding on March 31 2016. The Company has not granted any loan or issued anyguarantee or made any investment to which the provisions of Section 186 of the Act apply.

All transactions with related parties during the period were in the ordinary course ofbusiness on an arm's length basis. There are no such material transactions entered into bythe Company which may have a potential conflict of interest with that of the Company andto which Section 188(1) of the Act applies and thus disclosure in Form AOC-2 is notrequired to be annexed. In accordance with the provisions of the Act and Regulation 23 ofthe SEBI Listing Regulations all Related Party Transactions are placed before the AuditCommittee for approval or for omnibus approval as necessary. The statement of all suchtransactions entered into is placed before the said Committee for their review. The Policyon Related Party Transactions as approved by the Board is uploaded on the Company'swebsite at the link: http://digjam.co.in / Pdf / RPT policy2.pdf

There are no significant and material orders passed by the Regulators/ Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

The Audit Committee constituted by the Company meets the requirement of Section 177 ofthe Act and Regulation 18 of SEBI Listing Regulations; details of its composition arefurnished in the Corporate Governance Report. There was no instance during the periodwhere the Board had not accepted any recommendation of the Audit Committee.

The Company has a vigil mechanism for Directors and employees to report genuineconcerns in accordance with the Whistle Blower Policy; no employee is denied access to theAudit Committee in this regard. The said Policy provides for safeguards through ProtectedDisclosures against victimization of persons who use such mechanism and is displayed onthe Company's website. The details of the Whistle Blower Policy are also annexed herewith.

The Company has constituted a committee on Corporate Social Responsibility (CSR) thedetails of which are furnished in the Corporate Governance Report. While the statutoryrequirements on spending are not applicable to the Company in view of loss/inadequateprofit small steps have always been taken by the Company for social and inclusivedevelopment in its local area; however given the relatively small size and geographicalspread it has not been practical to yet undertake any significant projects beyond these.The CSR Policy of the Company is annexed herewith.

Information required pursuant to Section 197 of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is annexed.

The Company has set up a Committee to look into the complaints under The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and nocomplaint relating to sexual harassment at work place has been received during the period.

The Managing Director & Chief Executive Officer and the Chief Financial Officerhave certified as per the requirements of Regulation 17(8) of the SEBI Listing Regulationswhich has been reviewed by the Audit Committee and taken on record by the Board. Havingtaken reasonable and bonafide care pursuant to Section 134(5) of the Act the Directorsindicate that (a) in the preparation of annual accounts the applicable AccountingStandards had been followed alongwith proper explanations relating to material departures;(b) the Directors had selected such accounting policies and applied them consistently andmade 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 period and ofthe loss of the Company for the period; (c) the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; (d) the Directors have prepared the annual accounts on a goingconcern basis; (e) the directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and (f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS' OBSERVATIONS

The observations of the Statutory Auditors and Secretarial Auditors are routine and inthe nature of general disclosures.

AUDITORS

M/s Deloitte Haskins & Sells LLP Chartered Accountants had been appointed as thefirst Statutory Auditors of the Company by the Board of Directors to hold office until theconclusion of the first Annual General Meeting of the Company and being eligible offerthemselves for re-appointment. They are proposed to be appointed to hold office from theconclusion of the ensuing Annual General Meeting until the conclusion of the sixthconsecutive Annual General Meeting of the Company thereafter.

The erstwhile Digjam Limited had appointed M/s N. D. Birla & Co. Cost AccountantsAhmedabad to audit the cost accounts of the Company for the year ended March 31 2016 andthe remuneration payable to them was approved by the Members at their 65th Annual GeneralMeeting. Further the Board has on the recommendation of the Audit Committee appointedthe said Cost Accountants for audit of cost records of the Company for the year endingMarch 31 2017. In terms of Section 148 (3) of the Act the remuneration payable to themis required to be approved at the forthcoming Annual General Meeting.

Pursuant to the provisions of Section 204 of the Act the Company had appointed SriViral Sanghavi (Proprietor: Viral Sanghavi & Associates) Practising CompanySecretary to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit is attached herewith.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and supportreceived at all times by the Company from its bankers other stakeholders concernedGovernment Departments other authorities its channel partners employees andshareholders.

For and on behalf of the Board
New Delhi Sidharth Birla
May 18 2016 Chairman

Annexure to the Directors' Report

POLICY ON REMUNERATION TO EXECUTIVE DIRECTORS & SENIOR MANAGEMENT

This Policy concerns the remuneration and other terms of employment for the Company'sExecutive Directors and Senior Management (Key Management Personnel and others one levelbelow the Board).

1. Guiding principles:

The objective of this remuneration policy is to outline a framework to support that theCompany's remuneration levels are aligned with industry practices and are sufficient toattract and retain competent executives of the quality required while allowing fairrewards for the achievement of key deliverables and enhanced performance.

The Remuneration & Nominations Committee (RNC) of the Board (equivalent to theNomination & Remuneration Committee in the Companies Act 2013) determines individualremuneration packages for executive Directors and where relevant other seniornon-director management personnel taking into account factors it deems relevantincluding but not limited to market business performance and practices in comparablecompanies having due regard to financial and commercial health of the Company as well asprevailing laws and government/other guidelines. The Committee consults with the Chairmanof the Board as it deems appropriate. Remuneration of the Chairman is recommended by theCommittee to the Board of the Company.

2. Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual's role responsibility andexperience in relation to performance of day-to-day activities usually reviewed on anannual basis; (includes salary allowances and other statutory/ non-statutory benefitswhich are normal part of remuneration package in line with market practices).

b) Variable salary:

The RNC may in its discretion structure any portion of remuneration to link rewards tocorporate and individual performance fulfilment of specified improvement targets or theattainment of certain financial or other objectives set by the Board. The amount payableis determined by the Committee based on performance against pre-determined financial andnon-financial metrics.

c) Severance pay:

There are in the usual course no severance fees (routine notice period not consideredas severance fees) or other severance benefits.

3. Role of the Remuneration & Nominations Committee:

The Remuneration & Nominations Committee (RNC) of the Board discharges thefunctions of the Nomination and Remuneration Committee as envisaged under Sec.178 of theCompanies Act 2013. The RNC is responsible for:-a) formulating criteria for determiningqualifications positive attributes and independence of a Director for the purpose of thispolicy; b) advising the Board on issues concerning principles for remunerationremuneration and other terms of employment for Executive Directors & SeniorExecutives; c) recommending to the Board candidates and terms of employment for EDs andsenior executives; d) monitoring and evaluating programs for variable remuneration; e)monitoring and evaluating the application of this Policy; and f) monitoring and evaluatingcurrent remuneration structures and levels in the Company.

The RNC is also responsible for overseeing the Company's share option schemes and anylong term incentive plans which includes determination and recommendation to the Board ofthe eligibility for benefits.

4. Authority to decide on deviations from this Policy:

The Board of Directors may in any individual or collective case deviate from thisPolicy if there are in its absolute discretion particular reasons to do so.

5. Amendment

The Company reserves its right to amend or modify this Policy in whole or in part atany time without assigning any reason whatsoever. No such amendment or modification willbe however binding on the Employees unless the same is notified to the Employees inwriting.

Annexure to the Directors' Report

CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS AND THE BOARD

The Company's Governance Code provides for review of the overall functioning of theBoard and which has been regularly carried out by the Board. The Companies Act 2013mandates performance evaluation of the Independent Directors by the Board inter alia todetermine renewal/extension of tenure. The Act also provides for the Remuneration &Nominations Committee to evaluate every director's performance.

As required under Regulation 19 of the SEBI (Listing Obligations & DisclosureRequirements) 2015 the Remuneration & Nominations Committee has laid down thefollowing criteria for performance evaluation of Independent Directors as well as of theBoard.

1. Broad understanding of the Company's business including financial marketingstrategic plans and key issues;

2. Special skills/expertise contributing to the overall effectiveness and diversity ofthe Board;

3. Making measured and balanced contributions to Board discussions and deliberationsafter taking into consideration the interests of all stakeholders;

4. Standards of propriety;

5. Assisting the Company in implementing best Corporate Governance practices.

It is expected that while evaluating the Independent Directors on the aforesaidcriteria the Board will be able to record their relative satisfaction and also decidewhether to extend or continue the term of appointment of the Independent Director.However subject to applicable laws the evaluation details shall be confidential.Further the important criteria for evaluating the Board may be:

1. Spread of talent and diversity in the Board;

2. Contribution to effective Corporate Governance and transparency in the Company'soperations;

3. Deliberations/decisions on the Company's strategies policies and plans andprovision of guidance to the Executive Management.

4. Monitoring the implementation of the strategies and the executive management'sperformance;

5. Dialogue with the management.

Annexure to the Directors' Report

Information as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014.

A. Conservation of Energy i. The steps taken or impact on conservation of energy:Energy conservation receives priority attention on an ongoing basis in the Company andcontinuous efforts are made to conserve and optimize use of energy with constantmonitoring regular maintenance and improved operating techniques. Some specific stepstaken include:

- Replacement of DC motors with AC motors and hydraulic systems with AC drives.

- Electronic counter meters and proximity switches are being installed in place ofelectromechanical counter meters and switches.

- Supply air fans have been replaced with FRP fans in the humidification plant.

- Maintenance of near unity Power Factor; Installation of capacitors to improve PF andreduce transmission losses.

- Use of natural lighting wherever feasible; replacing of conventional lamps withenergy efficient lighting.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is examining the usage of solar energy. Further the Company is presentlysourcing part of its power requirement through Indian Energy Exchange where some of thesellers are generating power through renewable resources.

iii. The capital investment on energy conservation equipment:

Financial impact not separately quantified.

B. Technology Absorption

i. The efforts made towards technology absorption :

Constant monitoring of process technology and product up gradation globally and tooffer similar products through in-house R&D as well as through progressivemanufacturing activities.

Continuous improvements being made in quality control methods and testing facilities.

Regular interaction with foreign equipment designers and manufacturers and major rawmaterial suppliers for improvements in processing and operating parameters;

ii. The benefits derived:

a. Fabrics certified in accordance with Oeko-Tex Standard 100 as meeting the humanecological standards for products with direct contact to skin.

b. Technology upgradation to meet the specifications of exportable products.

c. Increased range and variety of fabrics with finishes like bio-polishing 100% woolwashable fabrics and nano finished fabrics.

d. Improvement in quality and marketability of existing products.

e. Energy and water conservation.

f. Better and easier availability of materials leading to less dependence on importeditems and saving of foreign exchange outgo.

g. Improved productivity and improved machine performance resulting in saving inprocess cost.

iii. No fresh technology has been imported during the last three years.

iv. The expenditure on Research and Development:

- Recurring expenditure: estimated at Rs. 11 lacs per annum

C. Foreign Exchange Earnings and Outgo (Lac Rs.)
Period ended March 31 2016
Total foreign exchange earned 3058
Total foreign exchange used 170

Annexure to the Directors' Report

WHISTLE BLOWER POLICY

1. Preface

a. The Company has adopted its Corporate Governance Regulations under relevantRegulation Listing Agreement and Company Law as well as best practices relating thereto.The Board believes that the good governance is voluntary and self-disciplining with thestrongest impetus coming from Directors and the management itself. The management andorganization at DIGJAM Limited aims to be progressive competent and trustworthy whilereflecting and respecting the best of Indian values in conduct. The Board lays significantemphasis on integrity transparency and accountability by adopting highest standards ofprofessionalism honesty integrity and ethical behavior. Towards this end the Companyhas formulated the Code of Conduct for Directors and Senior Management ("theCode") which lays down the principles and standards that should govern the actionsof the Company and their employees. Any actual or potential violation of the Codehowsoever insignificant or perceived as such would be a matter of serious concern for theCompany. The role of the employees in pointing out such violations of the Code cannot beundermined. This policy requires the employees to report violations i.e. every employeeof the Company shall promptly report to the management any actual or possible violation ofthe Code or an event he becomes aware of that could affect the business or reputation ofthe Company.

b. Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 (‘SEBI Listing Regulations') inter alia provides for a mandatoryrequirement for all listed companies to establish a mechanism called ‘Whistle BlowerPolicy' for directors stakeholders employees and their representatives to freelycommunicate their concerns about illegal or unethical practices/behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy.

c. Under the Companies Act 2013 every listed company is required to establish a vigilmechanism for directors and employees to report genuine concerns.

d. Accordingly this Whistle Blower Policy ("the Policy") has been formulatedwith a view to provide a mechanism for employees of the Company to approach the AuditCommittee of the Company.

2. Definitions

The definitions of some of the key terms used in this Policy are given below.Capitalized terms not defined herein shall have the meaning assigned to them under theCode/Company's Rules.

a. "Audit Committee" means the Audit Committee constituted by the Boardof Directors of the Company in accordance with Section 177 of the Companies Act 2013 readwith Regulation 18 of SEBI Listing Regulations.

b. Employee " " means every employee of the Company and theirrepresentative bodies including Directors of the Company.

c. "Investigators" mean those persons authorized appointed consultedor approached by the Audit Committee and include the auditors of the Company and thepolice.

d. "Protected Disclosure" means any communication made in good faiththat discloses or demonstrates information that may evidence unethical or improperactivity.

e. "Company" means DIGJAM Limited.

f. "Subject" means a person against or in relation to whom a ProtectedDisclosure has been made or evidence gathered during the course of an investigation.

g. "Whistle Blower" means an Employee making a Protected Disclosureunder this Policy.

3. Scope

a. This Policy is an extension of the Code of Conduct for Directors & SeniorManagement Code of Best Practices for the Board and Rules and Regulations of the Company.

The Whistle Blower's role is that of a reporting party with reliable information. Theyare not required or expected to act as investigators or finders of facts nor would theydetermine the appropriate corrective or remedial action that may be warranted in a givencase.

b. Whistle Blowers should not act on their own in conducting any investigativeactivities nor do they have a right to participate in any investigative activities otherthan as requested by the Audit Committee or the Investigators.

c. Protected Disclosure will be appropriately dealt with by the Audit Committee.

4. Eligibility

All Employees of the Company are eligible to make Protected Disclosures under thePolicy. The Protected Disclosures may be in relation to matters concerning the Company orits subsidiaries. Any such disclosure shall be made within a reasonable time from theoccurrence of the alleged violation and in any case not later than six months fromalleged occurrence.

5. Disqualifications

a. While it will be ensured that genuine Whistle Blowers are accorded completeprotection from any kind of unfair treatment as herein set out any abuse of thisprotection will warrant disciplinary action.

b. Protection under this Policy would not mean protection from disciplinary actionarising out of false or bogus allegations made by a Whistle Blower knowing it to be falseor bogus or with a mala fide intention.

c. Whistle Blowers who make three or more Protected Disclosures which have beensubsequently found to be mala fide frivolous baseless malicious or reported otherwisethan in good faith will be disqualified from reporting further Protected Disclosuresunder this Policy.

In respect of such Whistle Blowers the Company/Audit Committee would reserve its rightto take/recommend appropriate disciplinary action.

6. Procedure

a. All Protected Disclosures should be addressed to the Chairman of the Audit Committeeof the Company.

The contact details of the Chairman of the Audit Committee are:

Sri S. Ragothaman

C-3 Golden Gate Apartments

New No. 33 Habibullah Road

T. Nagar

Chennai - 600 017

b. Protected Disclosures should preferably be reported in writing so as to ensure aclear understanding of the issues raised and should either be typed or written in alegible handwriting in English Hindi or in the regional language of the place ofemployment of the Whistle Blower. c. The Protected Disclosure should be forwarded under acovering letter which shall bear the identity of the Whistle Blower. The Chairman of theAudit Committee shall detach the covering letter and forward only the Protected Disclosureto the Investigator appointed for this purpose. d. Protected Disclosures should be factualand not speculative or in the nature of a conclusion and should contain as much specificinformation as possible to allow for proper assessment of the nature and extent of theconcern and the urgency of a preliminary investigative procedure. e. The Whistle Blowermust disclose his/her identity in the covering letter forwarding such Protected Disclosure(and not in the Protected Disclosure itself). Anonymous disclosures will not beentertained by the Audit Committee as it would not be possible for it to interview theWhistle Blowers.

7. Investigation

a. All Protected Disclosures reported under this Policy will be thoroughly investigatedby the Investigator as directed by Audit Committee who will investigate/oversee theinvestigations under the authorization of the Audit Committee.

b. The decision to conduct an investigation taken by the Audit Committee is by itselfnot an accusation and is to be treated as a neutral fact-finding process. The outcome ofthe investigation may not support the conclusion of the Whistle Blower that an improper orunethical act was committed.

c. Any member of the Audit Committee who may have a conflict of interest in respect ofthe matter under investigation/the protected disclosure should recuse himself and theother members of the Committee shall deal with the matter.

d. The identity of a Subject will be kept confidential to the extent possible given thelegitimate needs of law and the investigation.

e. Subjects will normally be informed of the allegations at the outset of a formalinvestigation and have opportunities for providing their inputs during the investigation.

f. Subjects shall have a duty to co-operate with the Audit Committee or any of theInvestigators during investigation to the extent that such co-operation sought does notmerely require them to admit guilt.

g. Subjects have a right to consult with a person or persons of their choice otherthan the Investigators and/or members of the Audit Committee and/or the Whistle Blower.Subjects shall be free at any time to engage counsel at their own cost to represent themin the investigation proceedings.

h. Subjects have a responsibility not to interfere with the investigation. Evidenceshall not be withheld destroyed or tampered with and witnesses shall not be influencedcoached threatened or intimidated by the Subjects.

i. Unless there are compelling reasons not to do so Subjects will be given theopportunity to respond to material findings contained in an investigation report. Noallegation of wrong doing against a Subject shall be considered as maintainable unlessthere is good evidence in support of the allegation.

j. Subjects have a right to be informed of the outcome of the investigation. Ifallegations are not sustained the Subject should be consulted as to whether publicdisclosure of the investigation results would be in the best interest of the Subject andthe Company.

k. The investigation shall be completed normally within 60 days of the receipt of theProtected Disclosure.

8. Protection

a. No unfair treatment will be meted out to a Whistle Blower by virtue of his/herhaving reported a Protected Disclosure under this Policy. The Company as a policycondemns any kind of discrimination harassment victimization or any other unfairemployment practice being adopted against Whistle Blowers. Complete protection willtherefore be given to Whistle Blowers against any unfair practice like retaliationthreat or intimidation of termination/suspension of service disciplinary actiontransfer demotion refusal of promotion or the like including any direct or indirect useof authority to obstruct the Whistle Blower's right to continue to perform hisduties/functions including making further Protected Disclosure. The Company will takesteps to minimize difficulties which the Whistle Blower may experience as a result ofmaking the Protected Disclosure. The identity of the Whistle Blower shall be keptconfidential to the extent possible and permitted under law. Whistle Blowers are cautionedthat their identity may become known for reasons outside the control of Audit Committee(e.g. during investigations carried out by Investigators).

b. Any other Employee assisting in the said investigation shall also be protected tothe same extent as the Whistle Blower. c. Any violation of the above protection should bereported to the Chairman of the Audit Committee who shall cause the same to beinvestigated and recommend appropriate action if required to the management.

9. Investigators

a. Investigators are required to conduct a process towards fact-finding and analysis.Investigators shall derive their authority and access rights from the Audit Committee whenacting within the course and scope of their investigation.

b. Technical and other resources may be drawn upon as necessary to augment theinvestigation. All Investigators shall be independent and unbiased both in fact and asperceived. Investigators have a duty of fairness objectivity thoroughness ethicalbehavior and observance of legal and professional standards.

c. Investigations will be launched only after a preliminary review which establishesthat:

i. the alleged act constitutes an improper or unethical activity or conduct and

ii. either the allegation is supported by information specific enough to beinvestigated or matters that do not meet this standard may be worthy of managementreview but investigation itself should not be undertaken as an investigation of animproper or unethical activity.

10. Decision

If an investigation leads the Audit Committee to conclude that an improper or unethicalact has been committed the Audit Committee shall direct the management of the Company totake such disciplinary or corrective action as the Audit Committee deems fit. It isclarified that any disciplinary or corrective action initiated against the Subject as aresult of the findings of an investigation pursuant to this Policy shall adhere to theapplicable personnel or staff conduct and disciplinary procedures.

11. Reporting

The Investigator shall submit a report to the Audit Committee on a regular basis aboutall Protected Disclosures referred to him/her since the last report together with theresults of investigations if any.

12. Retention of documents

All Protected Disclosures in writing or documented along with the results ofinvestigation relating thereto shall be retained by the Company for a minimum period ofthree years.

13. Amendment

The Company reserves its right to amend or modify this Policy in whole or in part atany time without assigning any reason whatsoever. However no such amendment ormodification will be binding on the Employees unless the same is notified to the Employeesin writing.

Annexure to the Directors' Report

CORPORATE SOCIAL RESPONSIBILITY POLICY

Having regard to the Company's size and scope small steps have been always taken atunit level for social and inclusive development in the local area; however given therelatively small size and geographical spread it has not been practical to undertakedirectly any significant project outside these. The Company thus adopted a policy tosupport external bodies including relevant bodies NGOs or Government Relief Fundsselected by the Committee including through financial contribution to them.

The Committee will focus on activities in areas excluding those undertaken inpursuance of normal business of the Company selected from those identified and prescribedunder the Companies Act 2013 (Annexure) with greater participation in the areas of healthand social welfare efforts towards reducing child mortality promotion of education &social responsible behavior and employment enhancing vocational skills.

The Company will endeavor to spend in every financial year an amount consideredappropriate by the Board inter-alia keeping in view the benchmark of 2% of theaverage net profits of the Company during the 3 immediately preceding financial years.Surplus if any arising out of CSR projects shall be ploughed back and will not form partof the business profit of the Company.

ANNEXURE

AREAS PRESCRIBED UNDER THE COMPANIES ACT 2013:

a) Eradicating hunger poverty and malnutrition promoting health care includingpreventive health care and sanitation and making available safe drinking water;

b) promoting education including special education and employment enhancing vocationskills especially among children women elderly and the differently abled and livelihoodenhancement projects;

c) promoting gender equality empowering women setting up homes and hostels for womenand orphans; setting up old age homes day care centres and such other facilities forsenior citizens and measures for reducing inequalities faced by socially and economicallybackward groups;

d) ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agroforestry conservation of natural resources and maintainingquality of soil air and water;

e) protection of national heritage art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional arts and handicrafts;

f) measures for the benefit of armed forces veterans war widows and their dependents;

g) training to promote rural sports nationally recognized sports paralympic sportsand Olympic sports;

h) contribution to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socioeconomic development and relief and welfare of theSchedule Castes the Scheduled Tribes other backward classes minorities and women;

i) contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government;

j) rural development projects.

k) slum area development.

Annexure to the Directors' Report

Particulars pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 for theperiod from June 17 2015 to March 31 2016

a) The ratio of the remuneration of each director to the median employee's remunerationfor the financial period:

Sri C Bhaskar (Managing Director & CEO): 19:1

b) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial period:

Not relevant as this is the first accounting period of the Company. c) Thepercentage increase in the median remuneration of employees in the financial year :

Not applicable as this is the first accounting period of the Company. d) The numberof permanent employees on the rolls of Company: 1016 (as on March 31 2016)

e) The explanation on the relationship between average increase in remuneration andCompany performance:

Not relevant as this is the first accounting period of the Company f) Comparison ofthe remuneration/each remuneration of the Key Managerial Personnel against the performanceof the Company:

Remuneration of the Key Managerial Personnel partly paid by erstwhile Digjam Limitedthe then Holding Company and the Company has been detailed in item VI. A & C of theForm MGT-9: Extract of Annual Return annexed to the Directors Report. The Company reporteda loss during the period. g) Variations in the market capitalization of the Companyprice earnings ratio as at the closing date of the current financial year and previousfinancial year and percentage increase or decrease in the market quotations of the sharesof the Company in comparison to the rate at which the Company came out with the lastpublic offer. In case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year:

The Company is in the process of being listed and hence data of market capitalizationis not available. Further this being the first accounting period of the Companyvariation in the net worth of the Company as at the close of the current financial yearand previous financial year are not available. h) Average percentile increase alreadymade in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and any exceptional circumstances for increase inthe managerial remuneration:

Not applicable as this is the first accounting period of the Company. i) Keyparameters for any variable component of remuneration availed by the directors:

No variable component of remuneration has been paid to the Directors. j) The ratioof the remuneration of the highest paid director to that of the employees who are notdirectors but receive remuneration in excess of the highest paid director during theperiod:

i. Sri R.K. Kedia (President & COO):

1.09 : 1

ii. Sri Ravinder Kr. Sharma [Vice President (Sales & Marketing)]:

1.39 : 1

iii. Sri G.K. Sureka [Exec. Vice President (Legal)]:

1.24 : 1

iv. Sri P.K. Das [Exec. Vice President (Exports)]:

1.06 : 1

k) If remuneration is as per the remuneration policy of the Company: Yes

Note: For the above computation leave encashment and retirement benefits are notconsidered as remuneration

Particulars of Employees pursuant to the provisions of Section 197 of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

Name; Designation of the Employee; Remuneration Received (Rs.); Qualifications;Experience (years); Date of Commencement of Employment; Age (Years); Last Employment held;

Employed for the period and in receipt of remuneration in aggregate not less than Rs.6000000 Nil

Employed for part of the period and in receipt of remuneration in aggregate not lessthan Rs. 500000 p.m. Kedia R.K.; President & Chief Operating Officer; 2739366; B.Text; 40; 01.05.2006; 65; Reliance Industries Ltd.

Note:

i. Remuneration includes Salary Housing Medical Reimbursement Leave TravelAssistance Company's Contribution to Provident & Superannuation Funds and otherperquisites Leave encashment and commission if any.

ii. The above appointment is non-contractual.

iii. Sri R.K. Kedia is not related to any Director of the Company.

v. No employee of the Company in receipt of remuneration in excess of the highest paidDirector together with his spouse and dependent children holds more than 2% of the EquityShares of the Company.

For and on behalf of the Board
New Delhi Sidharth Birla
May 18 2016 Chairman