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Essar Securities Ltd.

BSE: 533149 Sector: Financials
NSE: N.A. ISIN Code: INE143K01019
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VOLUME 165
52-Week high 32.95
52-Week low 14.05
P/E 513.75
Mkt Cap.(Rs cr) 29
Buy Price 20.55
Buy Qty 92.00
Sell Price 22.35
Sell Qty 50.00
OPEN 21.20
CLOSE 22.50
VOLUME 165
52-Week high 32.95
52-Week low 14.05
P/E 513.75
Mkt Cap.(Rs cr) 29
Buy Price 20.55
Buy Qty 92.00
Sell Price 22.35
Sell Qty 50.00

Essar Securities Ltd. (ESSARSECURITIES) - Director Report

Company director report

To

The Members of

Essar Securities Limited

Your Directors have pleasure in presenting the Eleventh Annual Report and AuditedAccounts of the Company for the financial year ended March 31 2016.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars For the year ended on March 31 2016 For the year ended on March 31 2015
Income 65.95 49.39
Less: Expenditure 54.92 40.13
Profit Before Tax 11.02 9.26
Less: Provision for taxation 3.41 2.87
Profit After Tax 8.64 6.39
Balance brought forward from previous year 2221.87 2215.47
Balance carried forward to Balance Sheet 2230.51 2221.87

PERFORMANCE:

During the period under review your company has made a profit of Rs. 11.02 Lacs beforemaking provision for Income tax amounting to Rs. 3.41 Lacs for the current year thus anet credit balance of Rs. 8.64 Lacs has been transferred to Profit & Loss A/c for thecurrent period.

CHANGE IN NATURE OF BUSINESS IF ANY:

There were no changes in the nature of business of the Company during the year underreview.

AMOUNT TRANSFERRED TO RESERVES:

Your Directors do not propose to transfer any amount to the general reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the year.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

MANAGEMENT DISCUSSION AND ANALYSIS:

There have been a number of causes behind growth of Indian economy in last couple ofyears. A number of market reforms have been instituted by Indian government and there hasbeen significant amount of foreign direct investment made in India. Much of this amounthas been invested into several businesses including knowledge process outsourcingindustries. India's foreign exchange reserves have gone up in last few years. Capitalmarkets of India are doing pretty well too. All these factors have contributed to growthof Indian economy.

(a) INDUSTRY STRUCTURE AND DEVELOPMENT:

Your company provides consultancy services. The focus of the management is to increaseits clientele and sustain the existing consultancy business.

(b) OPPORTUNITIES THREATS RISKS AND CONCERNS:

In today's complex business environment almost every business decision requiresexecutives and managers to balance risk and reward. Effective risk management is thereforecritical to an organization's success. Globalization with increasing integration ofmarkets newer and more complex products and transactions and an increasingly stringentregulatory framework has exposed organisations to newer risks. As a result today'soperating environment demands a rigorous and integrated approach to risk management.Timely and effective risk management is of prime importance to our continued success.Increased competition and market volatility has enhanced the importance of riskmanagement. The sustainability of the business is derived from the following:

i) Identification of the diverse risks faced by the Company.

ii) The evolution of appropriate systems and processes to measure and monitor them.

iii) Risk management through appropriate mitigation strategies within the policyframework.

iv) Monitoring the progress of the implementation of such strategies and subjectingthem to periodical audit and review.

v) Reporting these risk mitigation results to the appropriate managerial levels.

(c) SEGMENT:

The primary segment of the Company is 'Consultancy Services'. Hence segment wiseperformance is not applicable.

(d) OUTLOOK:

As the Company has major equity investment in Essar Steel India Limited a companyengaged in Steel Business its operations would also have a bearing on the performance ofthe Company.

(e) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUENCY:

Your Company has an effective system of accounting and administrative controlssupported by an internal audit system with proper and adequate system of internal checkand controls to ensure safety and proper recording of all assets of the Company and theirproper and authorised utilization. As part of the effort to evaluate the effectiveness ofthe internal control systems your Company's internal audit department reviews all thecontrol measures on a periodic basis and recommends improvements wherever appropriate andreports directly to the Audit Committee of the Board. The Audit Committee regularlyreviews the audit findings. Based on their recommendations the Company has implemented anumber of control measures both in operational and accounting related areas apart fromsecurity related measures.

(f) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER OF EMPLOYEES:

During the year the Company maintained cordial relations with the employees of theCompany. The Company acknowledges the contributions and services of its employees andwishes to place on record its appreciation of the efforts of the employees.

(g) CAUTIONARY STATEMENT:

The statement in this report including the Management's Discussion and AnalysisReport reflects the Company's projections estimates expectations and predictions andcontains a forward looking statement that involves risk and uncertainty. The Companyundertakes no obligation to publicly update or revise any forward looking statementswhether as a result of new information future events or otherwise. Actual resultsperformances of achievements could differ materially from those expressed or implied insuch forward-looking statements. Readers are cautioned not to place undue reliance onthese forward-looking statements that speak only of the expectations as on the date.

DIRECTORS & KMPs:

(a) Retirement by rotation:

In accordance with the provisions of the Companies Act 2013 Ms. Suparna SinghDirector retires by rotation and being eligible has offered herself for reappointment. Mr.N. B. Vyas Mr. S. V. Venkatesan and Mr. Sujay Sheth continue to be directors of yourCompany.

(b) Cessation:

Mr. Neeraj Gupta resigned from the directorship of the Company w.e.f. February 122016. The board wishes to place on record its sincere appreciation for the valuableservices rendered by him during his tenure as a director of the Company.

(c) Declaration from Independent Directors:

The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149 (7) of the Companies Act confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act and Regulation 16(1)(b) and 25 of Securities and Exchange Board of India Listing Obligations and DisclosureRequirements Regulation 2015 (SEBI LODR Regulations).

(d) Annual Performance and Board Evaluation:

Pursuant to the provisions of Section 178 of the Act read with Regulation 17 of theListing Regulations the Board of Directors carried out an annual evaluation of theperformance of the Board as a whole the Directors individually and the Board's Reportworking of the committees of the Board. In a separate meeting of Independent Directorsheld on February 04 2016 the performance of Non-Independent Directors performance ofthe Board and the performance of the Chairman were evaluated taking into account theviews of all the directors of the Company. This would be further deliberated by the Boardto ensure effective implementation of the findings of the evaluation.

(e) Key Managerial Personnel (KMP):

Mr. Ashish Vyas Company Secretary & Compliance officer has resigned on August 52016 as the KMP of the Company. Mr. Girish Vyas continue to be a Chief Financial Officerof the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the

Board hereby submits its responsibility statement:-

(i) in the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures wherever applicable;

(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the directors have prepared the annual accounts for the financial year ended March31 2016 on a going concern basis;

(v) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively; and

(vi) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which the financial statementsrelate and on the date of the report.

CHANGE IN SHARE CAPITAL:

During the year under review there was no change in the share capital of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

Considering the nature of business of your company the information required underSection 134 (3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014relating to Energy Conservation Technology Absorption is not applicable. There were noforeign exchange earnings or outgo during the period under review.

RISK MANAGEMENT POLICY:

The Company has framed and adopted a Risk Management Policy. The policy frameworkenables the Company to identify and evaluate risks and opportunities. This framework seeksto create transparency minimize adverse impact on business objective and enhance theCompany's competitive advantage. The risk framework defines the risk management approachacross the Company at various levels.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility asthe said provisions are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPANIES ACT 2013:

All Related Party Transactions that were entered into during the financial year were onarm's length and were in the ordinary course of business. All Related Party Transactionswere placed before the Audit Committee. The Audit Committee has granted omnibus approvalfor Related Party Transactions as per the provisions and restrictions contained in theerstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations").

The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The policy is available on the Company'swebsite www.essar.com. Detail of material related party transactions are given in theprescribed Form AOC - 2 and is appended to this report as Annexure A.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications reservations or adverse remarks made by the StatutoryAuditors.

Pursuant to Section 203(1) of the Companies Act 2013 Company had appointed CFO andCS.

COMPANY'S POLICY RELATING TO DIRECTORSRs. APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

The Company has adopted a Policy on Remuneration and Criteria for evaluation ofperformance of Independent Directors. The Policy adopted by the Company covers the termsof appointment such as qualifications positive attributes and independence of a directorremuneration for the directors key managerial personnel and other employees as per theapplicable provisions of the Companies Act 2013. The Remuneration Policy is appended tothis report as Annexure B.

NOMINATION AND REMUNERATION COMMITTEE:

The information pertains to Nomination and Remuneration Committee is furnished in theCorporate Governance Report which forms part of this report.

DEPOSITS:

The Company has neither invited nor accepted any deposits from the public during theyear. There are no unclaimed deposit(s) lying with the Company as on March 31 2016.

STATUTORY AUDITORS:

Nisar & Kumar Chartered Accountants (Firm Registration No. 127820W) StatutoryAuditors of the Company hold office till the conclusion of the ensuing Annual GeneralMeeting of the Company and are eligible for re-appointment. The Company has received aletter from them to the effect that they are willing to continue as Statutory Auditors andif re-appointed their re-appointment would be within limits prescribed under Section 139of the Companies Act 2013 and they are not disqualified from being appointed as Auditors.

The Board of Directors recommends to re-appoint Nisar & Kumar CharteredAccountants (Firm Registration No. 127820W) who was appointed as Statutory Auditors of theCompany at last Annual General Meeting to hold office from the conclusion of 10th AnnualGeneral Meeting till the conclusion of 12th Annual General Meeting subject toratification of their appointment at Annual General Meeting to be held in 2016.

INTERNAL AUDIT:

The Company's Internal Auditor monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliances with operating systems accountingprocedures and policies of the Company and reports the same on quarterly basis to theAudit Committee.

MANAGERIAL REMUNERATION AND OTHER DETAILS:

The information required under section 197(12) of the Companies Act 2013 read withrule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is furnished in the Annexure C to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its business operations. Internalcontrol systems comprising of policies and procedures are designed to ensure reliabilityof financial reporting compliance with policies procedures applicable laws andregulations and that all assets and resources are acquired economically and usedefficiently and adequately protected.

HOLDING COMPANY:

Essar Capital Limited continues to be holding company of your Company. Essar CapitalHoldings (India) Limited continues to be the ultimate holding company.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture and Associate Company.

MEETINGS OF THE BOARD:

The Board met six times during the year the details of board meetings held andattendance of directors are provided in the Report on Corporate Governance forming part ofthis Report. The maximum time gap between any two meetings was less than 120 days asstipulated under SEBI's Listing Obligations and Disclosure Requirements 2015.

AUDIT COMMITTEE:

The Audit Committee of the Company comprises Mr. S. V. Venkatesan Mr. N. B. Vyas andMr. Sujay Sheth. Mr. S. V. Venkatesan is the Chairman of the Committee. Mr. Neeraj Guptahas stepped down as a member of the Audit Committee w.e.f. February 12 2016. Thecomposition of the Audit Committee is in compliance with the requirements of Section 177of the Act and Regulation 18 of the Listing Regulations.

VIGIL MECHANISM:

The Company has established a vigil mechanism to deal with instances of fraud andmismanagement if any. The mechanism also provides adequate safeguards againstvictimization of employees and Directors who express their concerns and also providesdirect access to the chairman of the Audit Committee on reporting issues concerning theinterests of employees of the Company in the exceptional cases. We confirm that during thefinancial year 2015-16 no employee or director was denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and administration) Rules 2014is furnished in Annexure D and is attached to this Report.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act 2013 and Rule made there under CS ManishBaldeva (Membership No. FCS 6180) Prop. M/s. M Baldeva Associates Practising CompanySecretaries have been appointed as Secretarial Auditors of the Company. The report of theSecretarial Auditors is attached as Annexure E to this report. The report isself-explanatory and do not call for any further comments.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of Corporate Governance andadhering to the disclosure norms as set out by Securities and Exchange Board of India. TheReport on Corporate Governance as stipulated under Regulation 27 of the ListingRegulations forms part of the Annual Report. Certificate of compliance from Mr. ManishBaldeva (Membership No. FCS 6180) Prop. M/s. M Baldeva Associates Practising CompanySecretary confirming compliance with the conditions of Corporate Governance asstipulated under Regulation 27 of the Listing Regulations has been annexed as part ofthis report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status of the Company and its future operations.

EMPLOYEES STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENT:

Your directors express their appreciation for the contribution made by the employees inthe progress of the Company. The Board also thanks the Company's customers vendorsinvestors and bankers for their continued support during the year.

Date: August 12 2016 For and on behalf of
Place: Mumbai Board of Directors
Registered office:
Essar House
5th Floor 7 Esplanade Director Director
Chennai - 600 108

ANNEXURE A TO THE DIRECTORSRs. REPORT

FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisothereto

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

The Company has not entered into any contract or arrangement or transaction with itsrelated parties which is not at arm's length during the financial year 2015-16.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

Sr. No. Particulars Details
a) Name(s) of the related party and nature of relationship Enterprises controlled or significantly influenced by individual or relative (upto March 22 2016):
1. Imperial Consultants and Securities Private Limited
2. Girishan Investment Private Limited
3. Imperial Procurement Services Private Limited
4. Essar Teleholdings Limited
Enterprises controlled or significantly influenced by individual or relative
5. Essar Investments Limited Holding Company:
6. Essar Capital Limited
b) Nature of contracts/arrangements/ transactions Providing Consultancy Services
c) Duration of the contracts / arrangements/ transactions 3 Years
d) Salient terms of the contracts or arrangements or transactions including the value if any Providing Consultancy Services:
1. Imperial Consultants and Securities Private Limited - not exceeding Rs. 47 Lacs p.a.
2. Girishan Investment Private Limited - not exceeding '8 Lacs p.a.
3. Imperial Procurement Services Private Limited - not exceeding '11 Lacs p.a.
4. Essar Teleholdings Limited - not exceeding Rs. 15 Lacs p.a.
5. Essar Investments Limited - not exceeding '18 Lacs p.a.
6. Essar Capital Limited - not exceeding Rs. 12 Lacs p.a.
e) Date(s) of approval by the Board if any March 31 2015
Amount paid as advances if any NIL

ANNEXURE - B TO THE DIRECTORSRs. REPORT

NOMINATION AND REMUNERATION POLICY

Essar Securities Limited recognises the need to have a fair transparent and reasonableprocess for determining the appropriate remuneration at all levels of the Company. Companyalso believes that board is responsible to its shareholders to ensure that interests ofthe directors key managerial personnel and other employees are aligned with the interestsof the shareholders.

1. OBJECTIVE

The Nomination and Remuneration Committee comprises of three Directors and the Keyobjectives of the Committee would be: -

1.1 To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management

1.2 To recommend the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management

1.3 To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

1.4 To identify persons to be recruited in the Key Managerial Personnel of the Company

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

2. DEFINITIONS

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

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

2.3 "Key Managerial Personnel" means Managing Director Whole-time DirectorChief Financial Officer Company Secretary and such other officer as may be prescribed.

2.4 "Senior Management" mean personnel of the Company who are members of itscore management team excluding the Board of Directors including Functional Heads.

3. ROLE OF COMMITTEE

3.1 Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees

3.2 Formulation of criteria for evaluation of Independent Directors and the Board

3.3 Devising a policy on Board diversity

3.4 Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal

3.5 Policy for appointment and removal of Director KMP and Senior Management

3.6 To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.

3.7 To perform such other functions as may be necessary or appropriate for theperformance of its duties.

4. APPOINTMENT CRITERIA AND QUALIFICATIONS

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

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

4.3 The Company shall not appoint or continue the employment of any person as ManagingDirector or Whole-time Director who has attained the age of seventy years. Provided thatthe term of the person holding this position may be extended beyond the age of seventyyears with the approval of shareholders by passing a special resolution based on theexplanatory statement annexed to the notice for such motion indicating the justificationfor extension of appointment beyond seventy years.

4.4 A whole-time KMP of the Company shall not hold office in more than one Companyexcept in its Subsidiary Company at the same time. However they can be appointed asDirector in any Company with the permission of the Board of Directors of the Company.

5 TERM / TENURE

5.1 Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director orWhole-time Director for a term not exceeding five years at a time. No re-appointment shallbe made earlier than one year before the expiry of term.

5.2 Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for reappointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of five years each but such Independent Director shall be eligible forappointment after expiry of three years of ceasing to become an Independent Director.Provided that an Independent Director shall not during the said period of three years beappointed in or be associated with the Company in any other capacity either directly orindirectly.

6 EVALUATION

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

7 REMOVAL

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

8 RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

9 POLICY RELATING TO THE REMUNERATION FOR THE MANAGING DIRECTOR OR WHOLE-TIME DIRECTORKMP AND SENIOR MANAGEMENT PERSONNEL

9.1 The remuneration / compensation / commission etc. to the Managing Director orWholetime Director KMP and Senior Management

Personnel will be determined by the Committee and recommended to the Board forapproval. The remuneration / compensation / commission etc. shall be subject to theprior/post approval of the shareholders of the Company and Central Government whereverrequired.

9.2 The Non- Executive / Independent Director may receive remuneration by way of feesfor attending meetings of Board or Committee thereof. Provided that the amount of suchfees shall not exceed Rs. 100000 (Rupees One Lakh Only) per meeting of the Board orCommittee or such amount as may be prescribed by the Central Government from time to time.

9.3 An Independent Director shall not be entitled to any stock option of the Company.

10 POLICY REVIEW

This policy is framed based on the provisions of the Companies Act 2013 read withrules made there under and the requirements of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. This policy shall be reviewed by Nomination andRemuneration Committee as and when any changes are to be incorporated in the policy due tochange in regulations or as may be felt appropriate by the Committee. Any changes in thepolicy shall be approved by the Board of Directors.

ANNEXURE - C TO THE DIRECTORSRs. REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16 Directors of the Company are notdrawing any remuneration and hence the aforesaid ratio is not applicable

(ii) The percentage increase in remuneration of each of Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any during the financialyear 2015-16

Sr. No. Name of KMP Designation % increase in Remuneration in the Financial Year 2014-15
1 Girish Vyas Chief Financial Officer 10.70
2 Ashish Vyas Company Secretary 9.72

(iii) The percentage increase in the median remuneration of employees in the financialyear: 10.39%.

(iv) The number of permanent employees on the rolls of Company: 2.

(v) The Explanation on relationship between average increase in remuneration andcompany performance

Increments are based on the individual employee performance market benchmarking ofsalary and net profit of the Company. There is no direct relationship between averageincrease in remuneration year to year with financial performance of the Company.

(vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company

The total remuneration of Key Managerial Personnel increased by 10.39 % from Rs.2051448 in 2014-15 to Rs. 2264539 in 2015-16 whereas the Profit before Tax increase by19.02% to Rs. 1102774 in 2015-16 (Rs. 926541 in F.Y 2014-15).

(vii) a) Variations in the market capitalisation of the Company: The marketcapitalisation as on March 31 2016 was Rs. 37.58 crores (Rs. 46.08 crores as on March 312015);

b) Price Earnings ratio of the Company was 434.89 as at March 31 2016 and was 806.25as at March 31 2015;

c) Percent increase over/ decrease in the market quotations of the shares of theCompany as compared to the rate at which the Company came out with the last public offer -The Company did not come out with any public offers in the last financial year.

(viii) Average percentile increase already made in the salaries of employees other thanthe managerial 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 Company had2 employees during the year so the comparison in increase in salaries percentile are notapplicable.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company

Name of the KMP Designation % increase in CTC % increase in PBT
Girish Vyas Chief Financial Officer 10.70 19.02
Ashish Vyas Company Secretary 9.72

(x) The key parameters for any variable component of remuneration availed by thedirectors There were no variable component of remuneration availed by the Directors duringthe financial year 2015-16.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year

Directors of the Company are not drawing any remuneration except by way of sitting feesand hence the aforesaid ratio is not comparable.

(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany

It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees adopted by the Company.

(B) Information as per Rule 5(2) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

None of directors or employees were in receipt of remuneration exceeding the limits asprescribed in the said rule hence no such information is furnished.