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Gennex Laboratories Ltd.

BSE: 531739 Sector: Health care
NSE: N.A. ISIN Code: INE509C01026
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OPEN 3.85
PREVIOUS CLOSE 3.74
VOLUME 124512
52-Week high 7.89
52-Week low 3.50
P/E 19.47
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.85
CLOSE 3.74
VOLUME 124512
52-Week high 7.89
52-Week low 3.50
P/E 19.47
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gennex Laboratories Ltd. (GENNEXLAB) - Director Report

Company director report

Your Directors are pleased to present the 31st Annual Report and the Audited FinancialStatements for the Financial Year ended 31st March 2016.

1. Financial Results

(Rs. in Lakhs)

31.03.2016 31.03.2015
Total Revenue 3877.03 3208.27
Profit before finance cost depreciation and tax expense 441.10 220.95
Finance cost 50.38 47.63
Profit before depreciation and tax expense 390.72 173.32
Depreciation 83.60 88.60
Profit before tax expense 303.34 84.71
Tax expense 69.64 19.30
Net Profit for the year 233.69 65.41
Profit brought forward from earlier year 574.31 508.90
Profit available for appropriation 808.00 574.31

State of the Company’s Affairs

Your Directors wish to present the details of Business operations done during the yearunder review: During the year under review your Company has recorded a total Revenue ofRs. 3877.03 lakhs as against Rs. 3208.27 lakhs in the previous year and the company hasrecorded the Profit before Finance Cost Depreciation and Tax Expenses of Rs. 441.10 lakhs(2015-16) as against Rs.220.95 lakhs (2014-15). In the current year the Net profit isRs.233.69 Lakhs against the previous year 65.41 lakhs. There is steep increase in theTurnover and Profit during the year under review and the all efforts are being made tomake the Company to be reckoned with in the Pharma Arena and your Directors are hopeful ofthe our Company would be making better performances with higher turnover and profits inthe coming years too.

Future Outlook

The Management of the Company is making all its efforts for manufacturing additionalAPIs by enhancing the production capacities and increased R & D efforts for which themanagement is also exploring the possibilities of various options to raise the requiredfunds. The Management of the Company is also making all its efforts in bringing the unitat Zaheerabad operational by July 2017 wherein the Management is looking forestablishing an US (FDA) Plant with approvals from EDQM and TGA (Therapeutic GoodsAdministration) for manufacturing High Value Low Volume and Low Volume High Value ActivePharmaceutical Ingredients (APIs). As soon as the unit becomes operational the Managementis confident of giving Gennex an International province. The management is exploringvarious options to raise the required funds to make the unit operational.

Share Capital:

Authorized Share Capital

During the year under review there was no change in authorized share capital of theCompany. Authorized share capital of the company as on March 31 2016 wasRs.160000000/- comprising of 160000000 equity shares of Rs.1.00 each.

Paid-up Share Capital

During the year under review there was no change in paid up share capital of theCompany. Paid up share capital of the company as on March 31 2016 was Rs. 126503000 /-comprising of 126503000 equity shares of Rs.1 each

Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any bonus shares during the year under review.

Employees Stock Option

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

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year underreview.

Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to GeneralReserves during the year under review.

Fixed Deposits

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under

Subsidiaries and associates

As on March 31 2016 we have one associate and in this regard a statement containingthe salient features of the financial statement of our Associates in the prescribed formatAOC-1 is appended as Annexure -I to the Board’s report.

Particulars of Contracts & Arrangements with Related Parties

All transactions entered by the Company with Related Parties were in the Ordinarycourse of Business and are at Arm's Length pricing basis. The Audit Committee grantedapprovals for the transactions and the same were reviewed by the Committee and the Boardof Directors. There were no materially significant transactions with Related Partiesduring the financial year 2015-16 which were in conflict with the interest of the Company.The details of contracts and arrangements with related parties as referred to in Section188(1) of the Companies Act 2013 were given as Annexure -II to the Board's Report in formNo: AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014.

Particulars of Loans Guarantees or Investments

Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations")the Company neither has directly or indirectlygiven any loan to its Directors nor extended any guarantee or provided any security inconnection with any loan taken by them. Further the Company has neither given anyinter-corporate loan / advance nor made any investments in other companies during thefinancial year 2015-16.

Number of Board Meetings held

During the year ended March 31 2016 five Board Meetings were held.

The dates on which the Board meetings were held are 30.05.2015 14.08.2015 14.11.201522.01.2016 and 13.02.2016 the details of which are given in the Corporate GovernanceReport. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013 and Secretarial Standard -1.

The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read with theCompanies (Accounts) Rules 2014 Information with respect to conservation of energytechnology absorption foreign exchange earnings and outgo pursuant to Section 134(3)(m)of the Act read with Companies (Accounts) Rules 2014 is prepared and the same is enclosedas Annexure - III to this Report.

Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as Annexure – IV.

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - V to this Report.

Declaration by Independent Directors

The Independent Directors of the Company have submitted their declarations as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as per sub-section (6) of Section 149 of the Act.

Familiarization programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

Independent Directors' Meeting

The Independent Directors met on 13.02.2016 without the attendance of Non-IndependentDirectors and members of the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and the Board as a whole; the performance of theChairman of the Company taking into account the views of Executive Director andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

Directors Responsibility Statement as required under Section 134 of the Companies Act2013

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors’ Responsibility Statement the Board of Directors of the Companyhereby confirms: i. that in the preparation of the Annual Accounts the applicableaccounting standards have been followed; ii. that the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2016 and of Profit and Loss Account of the Company for thatperiod; iii. that the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; iv. that the Directors have prepared the Annual Accounts for the FinancialYear ended March 31 2016 on a going concern basis; v. that the Directors have laid downInternal Financial Controls to be followed by the company and that such Internal FinancialControls are adequate and were operating effectively; and vi. that the Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

Corporate Governance

The Company is committed to good corporate governance in line with the ListingAgreement (upto 30th November 2015) and Schedule V of Listing Regulations (with effectfrom 1st December 2015) and Provisions Rules and Regulations of the Companies Act 2013.The Company is in compliance with the provisions on corporate governance specified in theListing Agreement with BSE. A certificate of compliance from M/s. Laxminiwas & Jainpracticing Chartered Accountants and the report on Corporate Governance form part of thisDirectors’ Report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis given below discusses the key issues concerning the business andcarried on by the Company and the same is enclosed as Annexure - VI to this Report.

Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company ie. (a) networth of the Company to be Rs.500 crore or more; or (b)turnover of the company to be Rs. 1000 crore or more; or (c) net profit of the company tobe

Rs. 5 crore or more. As the Company does not fall under any of the threshold limitsgiven above the provisions of section 135 are not applicable to the Company.

Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the Year

In terms of Section 152 of the Companies Act 2013 Mr. Tiruvarur MuralidharanGopalakrishnan Whole Time Director would retire by rotation at the forthcoming AGM and iseligible for re-appointment. Mr. Tiruvarur Muralidharan Gopalakrishnan has offered himselffor re-appointment.

Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.

There was no other appointment or cessation of appointment of key managerial personnelduring the Financial Year.

Statutory Auditors

At the Annual General Meeting held on September 30th 2014 Laxminiwas & JainChartered Accountants (Firm Registration No. 001859S) Hyderabad were appointed asStatutory Auditors of the Company to hold office for a period of three years i.e. tillthe conclusion of the Annual General Meeting to be held in the calendar year 2017. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe Auditors shall be placed for ratification at every Annual General Meeting.Accordingly the said appointment of Laxminiwas & Jain Chartered AccountantsHyderabad as Statutory Auditors of the Company is placed for ratification by theShareholders. In this regard the Company has received a certificate from the Auditors tothe effect that if their appointment is ratified it would be in accordance with theprovisions of Section 141 of the Act. The Auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

Qualification by Statutory Auditor

Information & Explanation in respect of Qualification / Reservation or Adverseremarks contained in Independent Auditor’s Report under Paras: Basis for Qualifiedopinion Emphasis of Matter and Other Matters: Balance in Advances Deposits Unsecuredloans other Liabilities Trade Receivables Trade Payables and Advances against Suppliersare subject to confirmation by respective parties.

Board’s Response:

As pointed out by the Statutory Auditors the company has not obtained confirmation ofbalances of Advances Deposits Unsecured Loans other liabilities Trade ReceivablesTrade Payables and advance against Suppliers. The Company has made best of its efforts toobtain the same before signing the accounts for current financial year as well as for lastfinancial year. Further the management of the company confirms that balances shown in thebooks are true and correct as per their knowledge

Internal Auditors

The Board of Directors of the Company appointed Mr. Laxmipat Baid to conduct InternalAudit of the Company for the Financial Year ended 31st March 2016.

Audit Committee

There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases.

Secretarial Audit Report

As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed M/s. BSS & Associates Company Secretaries as Secretarial Auditors toconduct Secretarial Audit of the company for the Financial Year ended on March 31 2016.Secretarial Audit Report issued by Mr. S. Srikanth Partner of M/s BSS & AssociatesCompany Secretaries in Form MR-3 is enclosed as Annexure - VII to this Annual Report.

The following qualification was observed by the Secretarial Auditor in his Report towhich the Board has shared the following explanations: Qualification: The Company has notappointed Company Secretary as required under the Provisions of section 203 of theCompanies Act 2013 and Regulation 6 of the Listing Regulation entered with StockExchange(s) and other disclosures with Stock exchange.

Response: The Company is in the process to appoint a suitable person as CompanySecretary of the company to comply the provisions under section 203 of the Companies Act2013. There was delay in disclosures with Stock Exchange due to inadvertence.

Insurance

All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured. Details in respect of adequacy of InternalFinancial Controls with reference to the Financial Statements

1. The Company has set Internal Control Systems to maintain accurate and completeaccounting records to safeguard its assets to prevent and detect any frauds and errors.

2. The Company has appointed Internal Auditors to observe the Internal Controlswhether the work flows of organization is being done through the approved policies of theCompany. In every Quarter during the approval of Financial Statements Internal Auditorswill present the Internal Audit Report and Management Comments on the Internal Auditobservations; and

3. The Board of Directors of the Company have adopted various policies like RelatedParty Transactions Policy Fixed Assets Policy Whistle Blower Policy Policy to determineMaterial Subsidiaries and such other procedures for ensuring the orderly and efficientconduct of its business for safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The names of companies which have become or ceased to be company’s subsidiariesjoint ventures or associate companies during the year: -NIL-

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

No Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company’s operations in future.

Industrial Relations

Industrial relations continued to be cordial throughout the year under review.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Companyfrom the Financial Year Ended 31st March 2016 to the date of signing of theDirectors’ Report.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the Financial Year ended 31st March 2016 the Company has not received anyComplaints pertaining to Sexual Harassment.

Listing of Equity Shares

The Company’s Equity shares are listed at the following Stock Exchanges: i.BSELimited Phiroze JeeJeebhoy Towers Dalal Street Mumbai - 400 001; and The Company haspaid the Annual Listing Fee to the said Stock Exchanges for the Financial Year 2016-17.

Listing Agreement

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effective1st December 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The Company entered intoListing Agreement with BSE Limited during February 2016.

Policies

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirement.

i. Whistleblower Policy (Policy on vigil mechanism)

The Company has adopted the whistleblower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany’s code of conduct and ethics. There has been no change to the WhistleblowerPolicy adopted by the Company during fiscal 2016.

ii. Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting.

iii. This policy is in addition to the Company’s corporate policy statement oninvestor relations which deals with the dissemination of unpublished price-sensitiveinformation. Policy on Document Retention

The policy deals with the retention and preservation of corporate records of theCompany

Share transfer agency

The Company has appointed M/s. R&D Infotech Pvt. Ltd. 1st Floor 7A Beltala RoadNaresh Mitra Sarani Kolkata – 700 026 as its Share Transfer Agency for handling bothPhysical and Electronic Transfers.

Awards and recognition

The Company has not received any Award during the Financial Year.

Human Resources

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

Cautionary Statement

Statements in these reports describing company’s projections statementsexpectations and hopes are forward looking. Though these expectations etc; are based onreasonable assumption the actual results might differ.

Acknowledgement

The Directors take this opportunity to place on record their sincere thanks to theBanks and Financial Institutions Insurance Companies Central and State GovernmentDepartments and the Shareholders for their support and co-operation extended to theCompany from time to time. Directors are pleased to record their appreciation of thesincere and dedicated services of the employees and workmen at all levels.

On behalf of the Board of Directors

for Gennex Laboratories Limited

Arihant Baid
Managing Director
DIN: 01171845
T.M. Gopalakrishnan
Hyderabad Whole Time Director
August 29 2016 DIN: 03137458

Annexure - I

Performance and financial position of each of the Subsidiaries Associates and JointVentures (Pursuant to Rule 8 of Companies (Accounts) Rules 2014) Part- A- Subsidiaries:NIL Rs in thousands

1 Part B- Associates and Joint Ventures Rs in thousands

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

S. Name of Latest Shares of Associate/ Description Reason why Net worth Profit/(Loss)No. Associates Audited Joint Ventures held by of how the Associate/ attributable to forthe year Joint Balance Sheet the Company on there is Joint Venture Shareholding VenturesDate the year end significant is not as per the No. Amount of Extent influenceconsolidated latest Audited i. Considered ii. Not Investment of Balance Sheet inconsidered in in Associates/ holding consolidation consolidation Joint Ventures %

1. Names of Associates or Joint Ventures which are yet to commence operations

S.No. Name of the Company and Address
Deccan Remedies Ltd.
Regd. Office: Survey No. 75 (A)
Kothur (B) Village
Zaheerabad Mandal
Medak Dist. - 502 228
Telangana.

2. Names of Associates or Joint Ventures which have been liquidated or sold during theyear

S.No. Name of the Company and Address

NA

On behalf of the Board of Directors for Gennex Laboratories Limited

Arihant Baid

Managing Director

DIN: 01171845

T.M. Gopalakrishnan

Whole Time Director

DIN: 03137458

Place: Hyderabad

Date: August 29 2016

Annexure - II

Disclosure of Particulars of Contracts / Arrangements entered into by the Company

Form No. AOC-2

(Pursuant to section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014)

Disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties as referred to in sub-section (1) of section 188 of the Companies Act2013:

1. There are no contracts / arrangements entered into by the Company with relatedparties which are not at arm’s length basis.

2. There are no material contracts / arrangements entered into by the Company withrelated parties which are not at arm’s length basis.

3. There were no materially pecuniary relationships or transactions of thenon-executive directors’ vis-avis the Company.

Annexure - III

The conservation of energy technology absorption foreign exchange earnings and outgopursuant to the provisions of section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014:

A. CONSERVATION OF ENERGY:
1. The steps taken or impact on conservation of energy : -N.A.-
2. The steps taken by the Company for utilizing alternate sources of energy : -N.A.-
3. The Capital investment on energy conservation equipments : -N.A.-
B. TECHNOLOGY ABSORPTION:
i. The Efforts made towards technology absorption : -NIL-
ii. The Benefits derived like product improvement cost reduction product development or import substitution : -NIL-
iii. Details of technology imported during the past 3 years:
No technology has been imported during the past 3 years.
a. The details of technology import : -NIL-
b. The year of import : -NIL-
c. Whether the technology has been fully absorbed : -NIL-
d. If not fully absorbed areas where absorption has not taken place and the reasons thereof : -NIL-
iv. The expenditure incurred on Research and Development: : -N.A.-

C. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

1. The Foreign Exchange earned in terms of actual inflows during the year and theForeign Exchange outgo during the year in terms of actual outflows:

Particulars : March 31 2016 March 31 2015
Used : 44.82 92.83
Earned : 1033.88 993.74

Annexure - IV

Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 i. the ratio of the remuneration of each Director to themedian remuneration of the employees of the company for the Financial Year:

S. Name of No. the Director Ratio of the remuneration to the median remuneration of the employees
1 Mr. Arihant Baid
Managing Director 11.23
2 Mr. T.M. Gopalakrishnan
Whole Time Director 6.08
3 Mr. Y. Ravinder Reddy NA
4 Ms. Sadhana Bhansali NA
5 Mr. Dipankar Dasgupta NA

* Mr. Y Ravinder Reddy Ms. Sadhana Bhansali and Mr. Dipankar Dasgupta were paidsitting fees for attending the Meetings. ii. The percentage increase in remuneration ofeach Director Chief Financial Officer Chief Executive Officer Company Secretary in theFinancial Year

S. Name of No. the Director Percentage increase in remuneration
1 Mr. Arihant Baid**
Managing Director NIL
2 Mr. T.M. Gopalakrishnan
Whole Time Director 33.63
3 Mr. Y. Ravinder Reddy NA
Independent Director
4 Ms. Sadhana Bhansali NA
Independent Director
5 Mr. Dipankar Dasgupta NA
Independent Director
6 Mr. Laxmipat Baid
Chief Financial Officer 20.92

*Mr. Y. Ravinder Reddy Ms. Sadhana Bhansali and Mr. Dipankar Dasgupta were paidsitting fees for attending the Meetings.

**There was no increase in Remuneration paid to Mr. Arihant Baid Managing Directorduring the Financial Year ended 31st March 2016.

iii. The percentage increase in the median remuneration of employees in the financialyear. 10.91%

iv. The number of permanent employees on the rolls of company.

There are 76 permanent employees on the rolls of the Company as on 31st March 2016.

v. The explanation on the relationship between average increase in remuneration andcompany performance

S. No. Average increase in remuneration

Company Performance

1 7.64%

Net profit of the Company is increased by 257.27%

vi.

Comparison of the remuneration of the Key Managerial Personnel against the performance of the company

S. No. Remuneration of Key Managerial Personnel

Performance of the Company for the year ended

1

Rs 3665810

Rs 233.69 Lakhs

(Net Profit)

vii.Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer.

S. No. Parti- culars As at Mar 31 2016 As at Mar 31 2015
1 Market Capital- isation BSE BSE
Rs 1122081610 Rs 226440370
2 Price Earnings Ratio BSE 73.91 BSE 34.42

Market quotations of the shares of the company in comparison to the rate at which thecompany came out with the last public offer:

The Company came with an Initial Public Offer in February 9 1996 at the price of Rs10/- per equity share. As on 31st March 2016 the Market Quotation of the Company SharePrice (Closing Price) is as follows: BSE Limited: Rs 8.87 viii.Average percentile increasealready made 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 point out if there are any exceptionalcircumstances for increase in the managerial remuneration.

-NA-ix. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.

S. No. Name Remunera- tion of Key Managerial Personnel Performance of of the company for the year ended 31st March 2016
1 Mr. Arihant Baid
Managing Director Rs 26504000

Rs 233.69

Lakhs (Net Profit)

2 Mr. Laxmipat Baid Chief Financial Officer*** Rs 91015410 Rs 233.69
Lakhs (Net Profit)

x. The key parameters for any variable component of remuneration availed by theDirectors.

Only Salary and allowances are paid on the performance of the Company uponrecommendation of Nomination and Remuneration Committee. xi. The ratio of the remunerationof the highest paid Director to that of the employees who are not Directors but receiveremuneration in excess of the highest paid Director during the year. -N.A.-xii.TheRemuneration paid to Key Managerial Personnel is as per the Remuneration policy of theCompany.

Declaration by Chairman and Executive Director on Code of Conduct under Regulation26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 andthe Companies Act 2013.

To

The Members

I hereby declare that to the best of my knowledge and information; all the BoardMembers and Senior Management Personnel have affirmed compliance with the code of conductfor the year ended March 31 2016.

Place: Hyderabad Arihant Baid
Date: August 29 2016 Managing Director