You are here » Home » Companies » Company Overview » GMM Pfaudler Ltd

GMM Pfaudler Ltd.

BSE: 505255 Sector: Engineering
NSE: N.A. ISIN Code: INE541A01023
BSE LIVE 15:40 | 15 Dec 652.50 0.50
(0.08%)
OPEN

666.00

HIGH

666.00

LOW

651.10

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 666.00
PREVIOUS CLOSE 652.00
VOLUME 2565
52-Week high 700.00
52-Week low 499.80
P/E 36.97
Mkt Cap.(Rs cr) 953
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 666.00
CLOSE 652.00
VOLUME 2565
52-Week high 700.00
52-Week low 499.80
P/E 36.97
Mkt Cap.(Rs cr) 953
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GMM Pfaudler Ltd. (GMMPFAUDLER) - Director Report

Company director report

To the Members:

The Directors have pleasure in presenting the Fifty Third Annual Report along with theAudited Financial Statement of the Company for the year ended March 31 2016.

1. SUMMARY OF THE FINANCIAL RESULTS (STANDALONE):

Rs in Million
Year ended 31.03.16 Year ended 31.03.15
Sales and Other Operating Income 2296.01 2240.09
Profit before tax 278.07 261.04
Profit after tax 183.58 172.03
Surplus brought forward 891.95 794.20
Amount available for appropriation 1075.53 966.23
Appropriations:
Interim Dividends 30.70 30.70
Final Dividend 13.16 13.16
Tax on distributed profit 8.90 8.50
52.76 52.36
Transfer to General Reserve - 17.20
Depreciation on assets whose remaining useful life is nil recognized in retained earning - 4.72
Surplus Carried Forward to Profit & Loss Account 1022.77 891.95
1075.53 966.23
Per share data (Rs)
Face value of Equity Share 2.00 2.00
Dividend per share 3.00 3.00
Market Price of Shares
High 329.70 376.90
Low 216.10 102.60
Close on March 31 251.90 285.70
Earnings Per share 12.56 11.77

The Company’s Sales & Other Operating income for the financial year endedMarch 31 2016 was Rs 2296.01 million as compared to Rs 2240.09 million in the previousyear registering a growth of 2.5%.

Profit before tax for the financial year increased by 6.5% to Rs 278.07 million from Rs261.04 million in the previous year. Profit after tax increased by 6.7% to Rs 183.58million from Rs 172.03 million in the previous year.

2. DIVIDEND:

During the year under review the Board of Directors approved payment of three interimdividends of Rs 0.70 per share each aggregating to Rs 2.10 per share. The total amountdistributed as interim dividends on the paid-up share capital for the year amounted to Rs30.70 million (excluding dividend tax of Rs 6.24 million). Based on the performance of theCompany for the year and in view of the track record of the Company the Board ofDirectors is pleased to recommend a final dividend of Rs 0.90 per equity shares amountingto Rs 13.16 million (excluding dividend tax of Rs 2.67 million) subject to approval ofthe Shareholders at the Annual General Meeting. The aggregate amount of interim dividendspaid during the year and the final dividend recommended for the year amounts to Rs 3.00per share i.e. Rs 43.86 million (excluding dividend tax of Rs 8.90 million).

3. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:

The performance and financial position of Karamsad Holdings Limited KaramsadInvestments Limited GMM Mavag AG and Mavag AG the wholly owned subsidiaries of theCompanies for the year ended March 31 2016 is set out as ‘Annexure A’forming a part of this Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion & Analysis Report for the year under review as required underRegulation 24 of the Listing Regulations is presented in a separate section forming a partof this Report.

5. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Board has constituted a Corporate Social Responsibility ("CSR") Committeeas per the provisions of Section 135 of the Companies Act 2013. The Board has also frameda CSR Policy as per the recommendations of the CSR Committee. The CSR Policy is availableon the Company’s website under the Investors Section at www. gmmpfaudler.com. TheReport on CSR activities as required under Companies (Corporate Social Responsibility)Rules 2014 including a brief outline of the Company’s CSR Policy total amount tobe spent under CSR for the financial year amount unspent and the reason for the unspentamount is set out at ‘Annexure B’ forming a part of this Report.

6. RELATED PARTY TRANSACTIONS:

Policy on dealing with related party transactions as approved by the Board isavailable on the Company’s website under the Investors Section atwww.gmmpfaudler.com. The Board of Directors has approved the criteria for making theomnibus approval by the Audit Committee within the overall framework of the Policy onrelated party transactions. Prior omnibus approval is obtained for related partytransactions which are of repetitive nature and entered in the ordinary course of businessand at arm’s length. All related party transactions are being reviewed and certifiedby an Independent Consultant and placed before the Audit Committee for their approval andbefore the Board for their consideration and noting. All related party transactions thatwere entered into by the Company during the financial year were in the ordinary course ofbusiness and on an arm’s length basis. Also there were no related party transactionswhich could be considered material in accordance with the Policy of the Company onmateriality of related party transactions. Details of related party transactions enteredinto by the Company during the financial year are provided in Note 41 to the FinancialStatements.

7. RISk MANAGEMENT POLICY:

The Company has formulated and adopted a Risk Management Policy to prescribe riskassessment management reporting and disclosure requirements of the Company. The saidpolicy is available on the Company’s website under the Investors Section atwww.gmmpfaudler.com.

8. DIRECTORS AND kEY MANAGERIAL PERSONNEL:

Mr. Jugal Sahu has been appointed as the Chief Financial Officer of the Company w.e.f.January 19 2016. Mr. P. Krishnamurthy Dr. S. Sivaram and Dr. Amrita Patel are theIndependent Directors on the Board. The Company has received declarations from all theIndependent Directors confirming that they meet with the criteria of independenceprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and Regulation17 of the Listing Regulations.

The present composition of the Board is in compliance with the provisions of Section149 of the Companies Act 2013.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. KhurshedThanawalla will retires by rotation at the ensuing Annual General Meeting of the Companyand being eligible has offered himself for reappointment. The Board recommends hisre-appointment. In accordance with the provisions of the Act none of the IndependentDirectors is liable to retire by rotation.

9. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 and in relation to the auditedfinancial statements of the Company for the year ended March 31 2016 the Board ofDirectors hereby confirm that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors have made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2016 and ofthe profit / loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

10. MEETINGS OF THE BOARD:

Five (5) Meetings were held during the financial year ended March 31 2016. The detailsof the Board Meetings with regard to their dates and attendance of each of the Directorsthereat have been provided in the Report on Corporate Governance forming a part of thisReport.

11. 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. The Policy on Familiarization Programme adopted by theBoard and details of various familiarization programmes conducted during the year endedMarch 31 2016 are available on the Company’s website under the Investors Section atwww.gmmpfaudler.com.

12. AUDIT COMMITTEE:

The Audit Committee comprises of Mr. P. Krishnamurthy Dr. S. Sivaram Dr. Amrita Patel(Independent Directors) and Mr. Thomas Kehl (Non Executive Director). The Role of theCommittee is provided in the Corporate Governance Report annexed to this Report. All therecommendations made by the Audit Committee during the year were accepted by the Board.

13. NOMINATION REMUNERATION AND EVALUATION POLICY:

The Board of Directors has formulated a Policy which set standards for the nominationremuneration and evaluation of the Directors and Key Managerial Personnel and aims toachieve a balance of merit experience and skills amongst its Directors and Key ManagerialPersonnel.

Details of the Nomination Remuneration and Evaluation Policy are set out at ‘AnnexureC’ forming a part of this Report.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out the annual performance evaluation of the Directors individually aswell as evaluation of the working of the Board and of the Committees of the Board by wayof individual and collective feedback from Directors.

The Evaluation Criteria applied are:

(a) For Independent Directors:

• Knowledge and Skills

• Professional conduct

• Duties Role and functions

(b) For Executive Directors

• Performance as Team Leader / Member.

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set Goals / KRA and achievements

• Professional Conduct Integrity

• Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Whistle Blower Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right / option to report their concern /grievance to the Chairman of the Audit Committee. The Company is committed to adhere tothe highest standards of ethical moral and legal conduct of business operations.

No instance under the Whistle Blower Policy was reported during the financial year2015-16.

16. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the ListingRegulations together with a Certificate from the Company’s Auditors is presented ina separate section forming a part of this Report.

17. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

18. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:

The particulars of loans given and investments made during the financial year underSection 186 of the Companies Act 2013 are given at Notes forming part of the FinancialStatements. No corporate guarantees have been given during the financial year.

19. AUDITORS: a) Statutory Auditors

M/s. Deloitte Haskins & Sells LLP Chartered Accountants were appointed as theStatutory Auditors of the Company for the financial year 2015-16 at the 52 ndAnnual General Meeting of the Company. Pursuant to the provisions of Section 139 of theCompanies Act 2013 the Statutory Auditors should be appointed for a term of fiveconsecutive years. It is therefore proposed to consider the continuation of the term ofM/s. Deloitte Haskins & Sells LLP Chartered Accountants as the Statutory Auditors ofthe Company for the remaining period of 4 years i.e. from the conclusion of this 53 rdAnnual General Meeting up to the conclusion of 57 th Annual General Meetingsubject to ratification by Shareholders at each Annual General Meeting.

The Company has received a confirmation from M/s. Deloitte Haskins & Sells LLPregarding their eligibility and willingness to continue as Statutory Auditors. Thenecessary resolution in respect of the continuation of the term has been included in theAGM Notice for your approval.

The Auditors Report for the financial year ended March 31 2016 report does not containany reservation qualification or adverse remark.

b) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the cost accounting records maintained bythe Company in respect of its manufacturing activities are required to be audited by aCost Auditor. As per the recommendation of the Audit Committee the Board of Directors attheir meeting held on May 10 2016 has appointed M/s. Dalwadi & Associates CostAccountants as the Cost Auditors of the Company for the financial year 2016-17.

As required under the Companies Act 2013 the remuneration payable to the Cost Auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a resolution seeking Members’ ratification for the remuneration payableto M/s. Dalwadi & Associates Cost Auditors is included in the notice convening theAnnual General Meeting of the Company.

c) Internal Auditors

During the year under review M/s. PAM & Associates Chartered Accountants haveresigned as Internal Auditors of the Company w.e.f. August 31 2015. As per therecommendation of the Audit Committee the Board of Directors has appointed M/s.Kalyaniwalla & Mistry Chartered Accountants as Internal Auditors of the Company.

d) Secretarial Audit

Provisions of Section 204 of the Companies Act 2013 and Rules made there under theBoard of Directors has appointed M/s. Rathi and Associates Practicing Company Secretariesfor conducting Secretarial Audit of the Company for the financial year 2015-16.

Secretarial Audit Report is set out at ‘Annexure D’ forming apart of this Report. The Secretarial Auditors Report for the financial year ended March31 2016 does not contain any reservation qualification or adverse remark.

20. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company’s financial position have occurred between the end of thefinancial year of the Company and date of this Report.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are set out at ‘Annexure E’ forming a part of this Report.

22. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year under review is set out at ‘AnnexureF’ forming a part of this Report.

23. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return for the financial year ended March 31 2016 at providedunder Section 92(3) of the Companies Act 2013 Act is set out at ‘AnnexureG’ forming a part of this Report.

24. GENERAL:

i) The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Companies Act 2013 read withRule 4(4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

ii) The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Companies Act 2013 readwith Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

iii) The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Companies Act 2013 read with Rule 12(9) of the Companies (Share Capitaland Debenture) Rules 2014 is furnished.

iv) During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Companies Act 2013 read with Rule 16(4) of Companies (Share Capitaland Debentures) Rules 2014 is furnished.

v) During the year under review there were no material or serious instances of fraudfalling within the purview of Section 143 (12) of the Companies Act 2013 and rules madethereunder.

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

ACkNOWLEDGEMENT:

The Board of Directors of the Company acknowledge with gratitude the support receivedfrom the shareholders bankers customers suppliers and business partners. The Directorsrecognize and appreciate the efforts of all employees that contributed to the performanceof the Company.

For and on behalf of the Board of Directors
P. Krishnamurthy Tarak Patel
Chairman Managing Director
DIN : 00013565 DIN : 00166183
Place: Mumbai
Date: August 2 2016
Registered Office:
Vithal Udyognagar
Anand – Sojitra Road
Karamsad - 388 325 Gujarat.

‘ANNEXURE A’ TO DIRECTOR’S REPORT

PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

(Information in respect of each subsidiary / Associate Companies / Joint VentureCompanies.

As on financial year ended on March 31 2016

Rs In Millions
Name of the subsidiary Karamsad Holdings Limited Karamsad Investments Limited GMM Mavag AG Mavag AG
1 Reporting period for the subsidiary concerned if different from the holding Company’s reporting period N.A. N.A. N.A. N.A.
2 Reporting currency and Exchange rate as on the last date of the relevant Financial Year in the case of foreign subsidiaries. N.A. N.A. CHF 68.70 CHF 68.70
3 Share capital 3.50 2.60 343.50 103.05
4 Reserves and Surplus 1.07 1.83 (2.44) 245.24
5 Total Assets 4.58 4.44 344.21 691.35
6 Total Liabilities 0.01 0.01 3.14 343.06
7 Investments - - 343.50 -
8 Turnover - - 1.72 669.12
9 Profit before taxation 0.27 0.22 1.54 11.88
10 Provision for taxation 0.06 0.04 - 2.32
11 Profit after taxation 0.21 0.18 1.54 9.58
12 Proposed Dividend - - - -
13 % of shareholding 100% 100% 100% 100%

 

For and on behalf of the Board of Directors
P. Krishnamurthy Tarak Patel
Chairman Managing Director
DIN : 00013565 DIN : 00166183
Place: Mumbai
Date: August 2 2016

‘ANNEXURE C’ TO DIRECTORS REPORT

NOMINATION REMUNERATION AND EVALUATION POLICY

This Nomination Remuneration and Evaluation Policy ("the Policy") applies tothe Board of Directors ("the Board") and the Key Managerial Personnel ("theKMP") of GMM Pfaudler Limited.

This Policy is in compliance with provisions of Section 178 of the Companies Act 2013read with the applicable Rules thereto applicable provisions of the Listing Agreement /SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for thenomination remuneration and evaluation of the Directors and Key Managerial Personnel. TheCompany aims to achieve a balance of merit experience and skills amongst its Directorsand Key Managerial Personnel.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and KeyManagerial Personnel.

2.2 The Board has delegated responsibility for assessing and selecting the candidatesfor the role of Directors and Key Managerial Personnel of the Company to the Nominationand Remuneration Committee which makes recommendations & nominations to the Board.

3. Appointment of Directors & KMPs

3.1 Enhancing the competencies of the Board and attracting as well as retainingtalented employees for role of KMP are the basis for the Nomination and RemunerationCommittee to select a candidate for appointment to the Board. When recommending acandidate for appointment the Nomination and Remuneration Committee has regard to:

- assessing the appointee against a range of criteria which includes but not be limitedto qualifications skills regional and industry experience background and otherqualities required to operate successfully in the position with due regard for thebenefits from diversifying the Board;

- the extent to which the appointee is likely to contribute to the overalleffectiveness of the Board work constructively with the existing directors and enhancethe efficiencies of the Company;

- the skills and experience that the appointee brings to the role of KMP;

- the nature of existing positions held by the appointee including Directorships orother relationships and the impact they may have on the appointee’s ability toexercise independent judgment;

3.2 Personal specifications

- Atleast a Degree holder in one or more relevant disciplines;

- Experience of management in a diverse organization;

- Excellent interpersonal communication and representational skills;

- Demonstrable leadership skills;

- Commitment to high standards of ethics personal integrity and probity;

- Commitment to the promotion of equal opportunities community cohesion and health andsafety in the workplace;

- Having continuous professional development to refresh knowledge and skills.

3.3 Letters of Appointment

Each Director / KMP is required to sign the letter of appointment as acceptance of theoffer with the Company containing the terms of appointment and the role assigned in theCompany.

4. Remuneration of Directors and Key Managerial Personnel

The guiding principle is that the level and composition of remuneration shall bereasonable and sufficient to attract retain and motivate Directors and Key ManagementPersonnel.

The Directors and Key Management Personnel’s salary shall be based &determined on the individual person’s responsibilities and performance and inaccordance with the limits as prescribed statutorily if any.

The Nominations & Remuneration Committee ("NRC") determines individualremuneration packages for Directors and KMPs of the Company taking into account factors itdeems relevant including but not limited to market business performance and practices incomparable companies having due regard to financial and commercial health of the Companyas well as prevailing laws and government / other guidelines. The Committee consults withthe Chairman of the Board as it deems appropriate.

4.1 Remuneration of the Managing Director and Executive Director is recommended by theCommittee to the Board of the Company.

(i) 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 NRC 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 and statutory limits if any.

(ii) Statutory Requirements:

Section 197(5) of the Companies Act 2013 provides for remuneration by way of a sittingfee to a director for attending meetings of the Board of Directors and Committee meetingsor for any other purpose as may be decided by the Board.

Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the Company to its Directors including Managing director andWhole Time Director and its Manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in the manner laid down inSection 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorisethe payment of remuneration exceeding eleven percent of the net profits of the Companysubject to the provisions of Schedule V.

The Company may with the approval of the Shareholders authorise the payment ofremuneration upto five percent of the net profits of the Company to its any one ManagingDirector / Whole Time Director / Manager and ten percent in case of more than one suchofficial.

The Company may pay remuneration to its directors other than Managing Director andWhole Time Director upto one percent of the net profits of the Company if there is amanaging director or whole time director or manager and three percent of the net profitsin any other case.

The net profits for the purpose of the above remuneration shall be computed in themanner referred to in Section 198 of the Companies Act 2013.

4.2 The Independent Directors shall not be entitled to any stock option and may receiveremuneration by way of sitting fee for attending meetings of the Board or Committeethereof or for any other purpose as may be decided by the Board and profit relatedcommission as may be approved by the Members. The sitting fee to the Independent Directorsshall not be less than the sitting fee payable to other directors.

4.3 The remuneration payable to the Directors shall be as per the Company’s policyand shall be valued as per the Income Tax Rules.

4.4 The remuneration payable to the Key Managerial Personnel shall be as may be decidedby the Board having regard to their experience leadership abilities initiative takingabilities and knowledge base.

5. Evaluation / Assessment of Directors and KMPs of the Company

The evaluation/assessment of the Directors and KMPs of the Company is to be conductedon an annual basis and to satisfy the requirements of the Listing Agreement.

The following criteria may assist in determining how effective the performances of theDirectors and KMPs have been:

• leadership & stewardship abilities

• contributing to clearly define corporate objectives & plans

• communication of expectations & concerns clearly with subordinates

• obtain adequate relevant & timely information from external sources.

• review & approval achievement of strategic and operational plansobjectives budgets

• regular monitoring of corporate results against projections

• identify monitor & mitigate significant corporate risks

• assess policies structures & procedures

• direct monitor & evaluate KMPs

• review management’s succession plan

• effective meetings

• assuring appropriate board size composition independence structure

• clearly defining roles & monitoring activities of committees

• review of corporation’s ethical conduct

Evaluation on the aforesaid parameters will be conducted by the Independent Directorsfor each of the Executive / Non-Independent Directors in a separate meeting of theIndependent Directors.

The Executive Director / Non-Independent Directors along with the Independent Directorswill evaluate / assess each of the Independent Directors on the aforesaid parameters. Onlythe Independent Director being evaluated will not participate in the said evaluationdiscussion.

For and on behalf of the Board of Directors
P. Krishnamurthy Tarak Patel
Chairman Managing Director
DIN : 00013565 DIN : 00166183
Place: Mumbai
Date: August 2 2016

ANNEXURE - I

List of documents verified

1. Memorandum & Articles of Association of the Company.

2. Annual Report for the financial year ended March 31 2015.

3. Minutes of the meetings of the Board of Directors Audit Committee Nomination &Remuneration Committee Stakeholders’ Relationship Committee Share TransferCommittee Independent Directors Committee along with Attendance Registers thereof inrespect of the meetings held during the financial year under report.

4. Minutes of General Body Meetings held during the financial year under report.

5. Policies on Related Parties Transactions Policies on Material Subsidiaries WhistleBlower Policy Corporate Social Responsibility Policy Annual Evaluation Policy RiskManagement Policy Nomination & Remuneration Policy Code of Conduct for Directors andSenior Management Executives Code for prevention of insider trading.

6. Statutory Registers viz.

- Register of Directors & KMP

- Register of Directors’ Shareholding

- Register of Contracts with Related party and contracts and Bodies etc. in whichdirectors are interested

- Register of Renewed and Duplicate Share Certificate

7. Notice and Agenda papers submitted to all the directors / members for the BoardMeetings and Committee Meetings.

8. Declarations received from the Directors of the Company pursuant to the provisionsof Section 184 of the Companies Act 2013.

9. Intimations received from directors under the prohibition of Insider Trading Code.

10. E-Forms filed by the Company from time to time under applicable provisions of theCompanies Act 2013 and attachments thereof during the financial year under report.

11. Intimations / documents / reports / returns filed with the Stock Exchange pursuantto the provisions of Listing Agreement and SAST Regulations during the financial yearunder report.

ANNEXURE – II

To

The Board of Directors of

GMM Pfaudler Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices that we followed providea reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Rathi & Associates
Company Secretaries
Himanshu S. Kamdar Place: Mumbai
Partner Date: May 10 2016
FCS NO. 5171
COP NO. 3030

‘ANNEXURE E’ TO DIRECTOR’S REPORT

DISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014 (A) Conservation of energy:

(a) Steps taken or impact on conservation of energy:

1. Replaced several old air conditioners with energy efficient 5 Star rated airconditioners.

2. Installed 6.72 KW of LED lighting to replace 26.4 KW of mercury vapor lamps.

3. Optimized utilization of natural gas furnaces to reduce production cost and energyfootprint.

4. Installed Variable Frequency Drives (VFD) in overhead cranes and welding rotators toreduce power consumption.

5. Upgraded 5 welding machines to invertor based technology to reduce powerconsumption.

6. Retrofitted both 50 KW furnaces with new generation insulation material and heatingelements to reduce heat losses and improve heating.

(b) Steps taken by the company for utilizing alternate source of energy:

The Company owns and maintains Wind Mills with a total generating capacity of 1.8 MW.The windmills generate about 2 million units per annum.

(c) Capital investment on energy conservation equipments: Rs 3.86million

(B) Technology absorption:

(i) The efforts made towards technology absorption: In house product developmentteam works on product improvement import substitution and new products.

(ii) The benefits derived like product improvement cost reduction productdevelopment or import substitution: Cost reduction import substitution and newproducts.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

(a) The details of technology imported NIL

(b) The year of import – N.A.

(c) Whether the technology been fully absorbed N.A.

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

(iv) The expenditure incurred on Research & Development:

Rs in Million
Particulars Year ended 31.03.16 Year ended 31.03.15
Capital Expenditure - -
Recurring Expenditure 11.03 9.01
Total 11.03 9.01
Total R & D Expenditure as % of Total Turnover 0.48% 0.40%

(C) Foreign exchange earnings and Outgo:

Particulars Year ended 31.03.16 Year ended 31.03.15
Actual Foreign Exchange earnings 166.93 350.87
Actual Foreign Exchange Outgo 85.83 103.65

 

For and on behalf of the Board of Directors
P. Krishnamurthy Tarak Patel
Chairman Managing Director
DIN : 00013565 DIN : 00166183
Place: Mumbai
Date: August 2 2016

‘ANNEXURE F’ TO DIRECTOR’S REPORT

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL)

RULES 2014

1. The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Operating Officer Company Secretary and ratio of the remuneration of eachDirector to the Median remuneration of the employees of the Company for the financial year2015-16:

Name of Director Percentage increase in remuneration Ratio of remuneration of each Director / KMP to Median remuneration of employees
Mr. P. Krishnamurthy – Non-Executive & Independent Chairman * N.A. N.A.
Dr. S. Sivaram - Non-Executive & Independent Director * N.A. N.A.
Dr. Amrita Patel - Non-Executive & Independent Director * N.A. N.A.
Mr. Thomas Kehl - Non-Executive Director (appointed w.e.f. May 19 2015) # N.A. N.A.
Mr. Khurshed Thanawalla - Non-Executive Director (appointed w.e.f.
June 30 2015) * N.A. N.A.
Mr. Tom Alzin - Non-Executive Director (appointed w.e.f. July 7 2015) # N.A. N.A.
Mr. Tarak Patel (Appointed as Managing Director w.e.f. June 1 2015) N.A. N.A.
Mr. Ashok Patel (Resigned as Managing Director and appointed as
Non Executive Director w.e.f. May 31 2015) N.A. -
Mr. Ashok Pillai Chief Operating Officer 17% 15.20
Mr. Jugal Sahu Chief Financial Officer (appointed w.e.f. January 19 2016) Nil -
Mr. Amar Nath Mohanty Chief Financial Officer (resigned w.e.f. October 26 2015) 18% 10.90
Ms. Mittal Mehta Company Secretary & Compliance Officer 9% 3.00

*Entitled for sitting fees of Rs 50000 for attending each Board meeting and Rs 25000for attending each Committee meeting. # Sitting fee waiver given.

2. The percentage increase in the median remuneration of employees in the financialyear: 15.8%

3. The number of permanent employees on the rolls of the Company: 327

4. Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof:

Average percentage increase made in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2015-16 was 4.3% whereas the decrease in themanagerial remuneration for the same financial year was 6.7%. This computation is based onthe reported employees cost for the financial year 2015-16 as compared to the previousfinancial year.

The increment given to each individual employee is based on the employees’potential experience as also their performance and contribution to the Company’sprogress over a period of time and also as per the market trend.

5. Affirmation that the remuneration is as per the remuneration policy of theCompany:

Remuneration paid to Directors Key Managerial Personnel and other employees is as perthe remuneration policy of the Company.

6. List of employees of the Company drawing salary not less than Rs 102 lacsper annum or Rs 8.50 lacs per month during the financial year 2015-16:

Name Designation Remuneration Rs In million Qualifications Experience (in years) Joining date Age (in years) Last employment
Mr. Tarak Patel Managing Director (appointed w.e.f. 01/06/2015) 11.04 per annum BA in Economics from University of Rochester USA and a MBA jointly conferred by Columbia Business School London Business School and University of Hong Kong (HKU) Business School 15 15/01/2001 40 -

Notes: (i) The employment of Mr. Tarak Patel is contractual.

(ii) Mr. Tarak Patel (along with his spouse and dependent children) does not hold morethan 2% of the shares of the Company.

For and on behalf of the Board of Directors
P. Krishnamurthy Tarak Patel
Chairman Managing Director
DIN : 00013565 DIN : 00166183
Place: Mumbai
Date: August 2 2016