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Intrasoft Technologies Ltd.

BSE: 533181 Sector: IT
NSE: ISFT ISIN Code: INE566K01011
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VOLUME 14054
52-Week high 693.00
52-Week low 306.00
P/E 365.91
Mkt Cap.(Rs cr) 949
Buy Price 644.00
Buy Qty 499.00
Sell Price 0.00
Sell Qty 0.00
OPEN 693.00
CLOSE 639.10
VOLUME 14054
52-Week high 693.00
52-Week low 306.00
P/E 365.91
Mkt Cap.(Rs cr) 949
Buy Price 644.00
Buy Qty 499.00
Sell Price 0.00
Sell Qty 0.00

Intrasoft Technologies Ltd. (ISFT) - Director Report

Company director report

To

The Shareholders

IntraSoft Technologies Limited

We are pleased to present the Twenty Second Annual Report of IntraSoft TechnologiesLimited ("the Company") together with the Audited Financial Statements forthe financial year ended 31 March 2017.

Financial Statements & Results a. Financial Results:

The consolidated and standalone performance during the year ended 31 March 2017 ascompared to the previous financial year is summarised below:

Consolidated Financials

Amount ( ` in Lacs)
Particulars 2016-17 2015-16
Total Income 94646.32 72147.78
Profit before Interest Depreciation and Exceptional Income 2501.19 1302.37
Less: Finance Cost 355.53 237.05
Depreciation 187.44 159.55
Profit before Tax and Exceptional Income 1958.22 905.77
Exceptional Income - 3441.12
Profit before Tax 1958.22 4346.89
Less : Provision for Income Tax 578.47 196.20
Profit after Tax 1379.75 4150.69

On S tandalone basis Total Income of the recorded at Rs. 1925.55 Lacs in FY 2016-17against Rs. 3289.04 Lacs in FY 2015-16. EBITDA is recorded at Rs. 631.19 Lacs in FY2016-17 against Rs. 952.24 Lacs in FY 2015-16. PBT is recorded at Rs. 437.76 Lacs againstRs. 4059.44 Lacs in FY 2015-16 ( with Exceptional Income of Rs. 3441.12 Lacs). The netprofit for the financial year under review is Rs. 401.66 Lacs as compared to Rs. 3973.96Lacs of the previous financial year.

b. Business:

1. The performance of the Company and its subsidiaries during the financial year2016-17 was remarkable. Our total consolidated income for the financial year under reviewis Rs. 94646.32 Lacs as compared to Rs. 72147.78 Lacs in the previous financial yearregistering a growth of 31% . The consolidated net profit for the financial year underreview is Rs. 1379.75 Lacs as compared to Rs. 4150.69 Lacs in the previous financialyear.

123Stores the online e-commerce business maintained the growth momentum and is themajor revenue generator for the group and witnessed tremendous growth and improvement inall the parameters. Year 2016 was yet another record year for e-commerce in United Statesand consumers continued to shift their sizable amount of the retail spending towardsInternet and Online purchases. In the year 2016 Online retail sales in United States grew15.6% year-on-year as compared to barely 2.6% in the case of sales from physical stores.We grew by approximately 50% during the calendar year 2016 in United States as compared tooverall 22% growth for Web only retailers increasing our market shares year-on-year basis.

The E-Commerce revenue grew by 31% from Rs. 716.87 Lacs in FY 2015-16 to Rs.939.01 Lacs in FY 2016-17. During the year the Company further expanded its catalogue bycontinuously adding products and suppliers and revenue growth was visible across allproducts categories and healthy mix of products.

During the year Our primary focus was a structural improvement to the working capitalcycle for the business to scale seamlessly and fully realise the growth potential in longterm. And it has been a transformational year for us as we generated more than Rs. 3500Lacs of free cash flows enabling us to move to higher levels of growth. Additionally werepaid atleast 50 % of the working capital loans in United States and are a net debt freecompany on a consolidated basis. The continued improvement in cash flows also reducedfinance costs.

Our proprietary technology platform allows us to scale order volumes with minimal humanintervention enabling cost savings as we grow volumes. Increased levels of automation andprocess optimisations has increased efficiencies and enabled a double digit gain inemployee productivity and also helped improve our Inventory turnover ratio.

There was no change in nature of the business of the Company during the year underreview.

c. Performance of Subsidiaries Associates and Joint Venture Companies

The Company has three wholly owned and two step down subsidiaries as on 31 March 2017viz. 123Greetings.com Inc (USA) Intrasoft Ventures Pte. Ltd (Singapore) & One TwoThree Greetings (India) Private Limited (India) wholly owned subsidiaries and 123StoresInc (USA) wholly owned subsidiary of Intrasoft Ventures Pte. Ltd (Singapore) and123Stores E Commerce Private Limited (India) wholly owned subsidiary of 123Stores Inc.The entire group focuses on the E-Commerce business by consolidating all operationsrelated to E-Commerce and online greeting activities to achieve financial and operationalefficiencies.

In accordance with Section 129 of the Companies Act 2013 consolidated financialstatements of the Company along with its subsidiaries have been prepared which forms partof this Annual Report. Further the performance and financial position of each of thesubsidiaries for the year ended 31 March 2017 is attached and marked as Annexure I(FormAOC-1) and forms part of this Report.

Appropriations a. Dividend

The Board of Directors of the Company has recommended a final dividend of Rs. 2/- (20%)(previous year Rs. 2/- per equity share) per equity share of face value of `10/- for thefinancial year 2016-17 which if approved would absorb Rs. 354.61 Lacs including dividenddistribution tax of Rs. 59.98 Lacs (Previous year Rs. 354.61 Lacs including dividenddistribution tax of Rs. 59.98 Lacs).

b. T ransfer to Reserves

The Board of Directors has not recommended transfer of any amount of profit to reservesduring the year under review. Hence the entire amount of profit for the year under reviewhas been carried forward to the Profit and Loss account.

Revision of Financial Statements

There was no revision of the financial statements of the Company pertaining to theprevious financial years during the year under review.

Deposits

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposits) Rules 2014. Hence the requirement for furnishing ofdetails of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

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 the date of this report.

Disclosure of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are found adequate. During the year under review no materialor serious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

Disclosure of Orders passed by Regulators or Courts or Tribunal

Your Directors would like to inform that no orders have been passed by any Regulator orCourt or Tribunal which can have impact on the going concern status and on the Company'soperations in future.

Particulars of Contracts or Arrangement with Related Parties

All contracts / arrangements / transactions entered into by the Company during thefinancial year with its wholly owned subsidiaries were in the ordinary course of businessand at an arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be considered asmaterial related party transaction in accordance with the policy of the Company on relatedparty transactions read with SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015. The Policy on related party transactions as approved by the Board maybe accessed on the Company's website www.itlindia.com.

Your Directors draw attention of the members to Note no. 33 of Standalone financialstatements which sets out disclosures on related parties and transactions entered intowith the said parties.

Particulars of Loans Guarantees Investments and Securities

Full particulars of loans given investments made guarantees given and securitiesprovided along with the purposes for which the loans or guarantees or securities areproposed to be utilised by the recipient(s) thereof are provided in Note nos. 13 and 14 ofstandalone financial statements.

Share Capital

During the year under review the Company has not issued any shares with differentialvoting rights and sweat equity shares and hence disclosures under Section 43(a) (ii) andSection 54(1)(d) of the Companies Act 2013 read with relevant rules are not required tobe furnished. The Company does not have a scheme of ESOP and hence disclosures pursuant toSection 67(3) of the Companies Act 2013 are also not required to be furnished.

Matters Related to Directors and Key Managerial Personnel:

a. Board of Directors & Key Managerial Personnel

During the year the tenure of Mr. Arvind Kajaria as Managing Director and Mr. SharadKajaria as Whole-time Director of the Company expired on 31 March 2017. The Board ofDirectors of the Company at its Meeting held on 18 March 2017 subject to the approval ofthe shareholders re-appointed Mr. Arvind Kajaria as Managing Director and Mr. SharadKajaria as Whole-time Director of the Company for a further term of 3 (three) years witheffect from 1 April 2017.

The Board of Directors at its Meeting held on 18 March 2017 also appointed Mr. AshokBhandari as Director in the category of an Independent Director of the Company w.e.f. 18March 2017. Necessary resolution for seeking approval of members for his appointment inthe said office is included in the Notice of Annual General Meeting.

The Board recommends re-appointment of Mr. Arvind Kajaria as Managing Director and Mr.Sharad Kajaria as Whole-time Director and appointment of Mr. Ashok Bhandari as anIndependent Director of the Company.

During the year Mr. Pranvesh Tripathi was appointed as Company Secretary and KeyManagerial Personnel of the Company with effect from 10 May 2016 in place of Mr. RakeshDhanuka.

In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation. Pursuant to the provisions of Section 152 of the CompaniesAct 2013 Mr. Sharad Kajaria shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment. The Board recommends hisappointment.

b. Declaration by Independent Directors

The Independent Directors of the Company have given a declaration confirming that theycontinue to meet with the criteria of independence as provided in subsection (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

There has been no change in the circumstances which may affect their status asIndependent director during the year.

c. Company's Policy on Director's appointment and remuneration

The Board has as per the recommendation of the Nomination and Remuneration Committeeframed a policy on selection and appointment of Directors and Senior Management and theirremuneration. The details of said policy are given in the Corporate Governance Reportwhich forms part of this Annual Report.

Disclosures Related to Board Committees and Policies:

a. Board Meetings

The Board of Directors met 7 (Seven) times during the financial year 2016-17 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder.Detailed information on the Board Meetings is provided in the Corporate Governance Reportwhich forms part of this Annual Report.

b. Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31 March 2017 the Board ofDirectors hereby confirms that:

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

ii. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 March 2017 and of theprofit of the Company for that year;

iii. 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;

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

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

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

c. Committees of the Board

Ther the are four Committees of the Board of Directors of the Company viz. AuditCommittee Nomination and Remuneration Committee Stakeholders' Relationship Committee andCorporate Social Responsibility Committee. Detailed information on all the Committees isprovided in the Corporate Governance Report alongwith the details of extract fromNomination and Remuneration Policy of the Company with respect to remuneration ofExecutive Directors Key Managerial Personnel and other senior employees of the Company.Policies framed by the Committees / Board pursuant to the applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are available on the Company's Website www.itlindia.com.

Policies

a. Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company have to the provisions of Section 178(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 framed a "Vigil Mechanism Policy" for Directors and employees ofthe Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimisation 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 to report their concern/grievance to theChairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

b. Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

Annual Evaluation of Directors Committee and Board

The Board of Directors has carried out annual evaluation of its own performanceCommittees of the Board and individual directors pursuant to the provisions of theCompanies Act 2013 and the Corporate Governance requirements as prescribed underSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015.

A statement indicating the manner for evaluation of performance of the Board itscommittees and individual Directors is stated in the Corporate Governance Report formingpart of this Annual Report.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies pursuant procedure applicablelaws and regulations and that all assets and resources are acquired economically usedefficiently and adequately protected.

Payment of Remuneration / Commission to Directors from Holding or Subsidiary Companies

None of the managerial personnel i.e. Managing Director and Whole-time Director of theCompany are in receipt of remuneration/commission from the Subsidiary Companies of theCompany.

Auditors and Reports:

The matters related to Auditors and their Reports for the year ended 31 March 2017 areas under:-

a. Observations of Statutory Auditors on Accounts for the Year ended 31 March 2017:

There are no observations of the Statutory their report for the financial year ended 31March 2017.

b. Secretarial Audit Report:

Provisions of Section 204 read with Section 134(3) the Companies Act 2013 mandatesthe Company to obtain a Secretarial Audit Report in the Form MR-3 from a PracticingCompany Secretary. M/s. Rathi and Associates Company Secretaries had been appointed asSecretarial Auditors to issue Secretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by M/s. Rathi and Associates Company Secretaries inForm MR-3 for the financial year 2016-17 forms part of this report. As regards theobservation made by the Secretarial Auditors for closure of trading window as giventherein none of the designated employees of the Company has traded in the shares of theCompany.

c. Appointment of Auditors:

Walker Chandiok & Co. LLP Chartered Accountants were appointed as StatutoryAuditors of the Company atthe21stAnnualGeneralMeetingheldon8September 2016 forconsecutive term of 5 (five) years i.e. to hold office up to the conclusion of the 26thAnnual General Meeting of the Company subject to the ratification of appointment by theshareholders in each Annual General Meeting of the Company. Necessary item in the noticeof the ensuing Annual General Meeting is included to seek approval of members forratification of appointment of Walker Chandiok & Co. LLP for the financial year2017-18.

The said Auditors have furnished to the Company certificate under Section 141 that theyare eligible to hold the office of Auditors of the Company and also given their consent tohold the office of Auditors of the Company.

d. Fraud Reporting:

During the year under review there were no serious frauds.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofAnnual Return in the prescribed format for the financial year ended 31 March 2017 isattached as Annexure II which forms part of this Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

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 furnished in Annexure III which forms part of this Report.

Annual Report on Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company was not required to spend any amounttowards Corporate Social Responsibility activities.

Further Annual Report on CSR as required to be disclosed under the above mentionedrules for the Financial Year 2016-17 is attached to this report as Annexure IV.

Particulars of Employees as per Section 197 read with Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014

The information required pursuant to Section 197 read with Rule 5 (1) and 5 (2) of theCompanies (Appointment& Remuneration of Managerial Personnel) Rules 2014 is attachedto this report as Annexure V.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has taken sufficient measures and adopted a policy in terms of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules thereunder. During the year under review no complaints in relation to sexualharassment at workplace have been reported.

Management's Discussion and Analysis Report

A detailed review of the operations performance and future outlook of the Company andits business is given in the Management's Discussion and Analysis Report which is attachedand forms part of this Report.

Corporate Governance Report

The Company is committed to uphold the values of transparency integrityaccountability and ethical corporate citizenship across all its business activities. Thiscommitment lays down the foundation of its governance practices which focus on creatingsustainable value for the stakeholders.

The Company has laid down Code of Conduct to which the board and senior management haveafirmed compliance. The Code is displayed on the official website of the Company atwww.itlindia.com.

The Company has complied with the provisions of Corporate Governance requirements asstipulated under Regulation 27 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. A separate section onCorporate Governance forming part of the Directors' Report and the certificate from aPracticing Company Secretary pursuant to the said Regulation is attached with theCorporate Governance Report.

Acknowledgements and Appreciation

Your Directors take this opportunity to place on its gratitude to customersshareholders suppliers bankers business partners/associates and financial institutionsfor their consistent support and encouragement to the Company.

For and on behalf of the Board
Arvind Kajaria Sharad Kajaria
Managing Director Whole-time Director
(DIN No. 00106901) (DIN No. 00108036)
Place: Kolkata
Date: 24 May 2017

 

Registered Office:
CIN: L24133MH1996PLC197857
A-502 Prathamesh Raghuvanshi Mills Ltd. Compound
Senapati Bapat Marg Lower Parel (W)
Mumbai – 400 013
Tel: 022 2491 2123 Fax: 022 2490 3123
Email: intrasoft@itlindia.com Website: www.itlindia.com

Form AOC-1

PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014]

Part A Subsidiaries

(Amount ` in Lacs)
1 Name of the subsidiary/Joint Venture/Associate Companies 123 Greetings.com Inc. Intrasoft Ventures Pte. Ltd. (Standalone) One Two Three Greetings (India) Private Limited 123Stores Inc. * (Consolidated)
2 Date since when Subsidiary was acquired (DOA) 27 May 1999 12 April 2007 31 January 2007 5 September 2015
3 Reporting period for the subsidiary concerned if different from the holding company's reporting period Same as Holding Company Same as Holding Company Same as Holding Company Same as Holding Company
4 Reporting currency and Exchange rate as on the last date of the relevant Financial Year in the case of foreign subsidiaries. USD 1 USD = `64.85 SGD 1 SGD = `46.41 INR USD 1 USD = `64.85
5 Share capital 64.85 649.74 200.00 648.50
6 Reserves and Surplus 73.83 (18.91) 10.84 1174.13
7 Total Assets 346.81 633.70 298.07 7180.57
8 Total Liabilities 208.13 2.88 87.23 5357.94
9 Investments - 627.73 - -
10 Turnover 1673.78 6.42 13.75 92213.53
11 Profit before taxation 5.80 (10.54) 0.38 1522.10
12 Provision for taxation 4.55 9.22 (0.00) 529.62
13 Profit after taxation 1.25 (19.76) 0.38 992.48
14 Proposed Dividend - - - -
15 % of shareholding 100 100 100 100
16 Contribution to the overall performance of the Company during the period under report (%) 86.58% (1.49%) 0.46% 72.76%

* 123Stores Inc. is a Wholly Owned Subsidiary of Intrasoft Ventures Pte. Ltd (DOA - 1October 2014). The Consolidated Performance consists of 123Stores Inc. and its whollyowned subsidiary 123Stores Ecommerce Private Limited (DOA – 5 September 2015).

Part B Associates and Joint Ventures

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

There is no Company which is an Associate or Joint Venture of the Company.

Note:

1. There is no subsidiary of the Company which is yet to commence operations.

2. No associates or joint ventures have been liquidated or sold during the year.

Particulars pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014

I. Conservation of Energy

The Company is engaged in development delivery of e-commerce and e-cards throughinternet platform. Considering the nature of the business in which the Company is engagedenergy cost forms an insignificant portion of the total expenses and hence the financialimpact of the said cost is not material. Adequate measures have however been taken toconserve energy at optimum level.

II. Research and Development

1. Specific areas in which R&D is carried out by the Company:

The Company operates in the Internet / Information Technology based industry whereinnew developments and phasing out of technologies occur rapidly on a continuous basis.Evaluation of developments in the industry are undertaken by the Company on a regularbasis with a view of adopting and adapting such developments based on their suitabilityanalyzed in light to the business in which the Company is engaged in. These actions helpthe Company to improve the areas in which the Company and/or its wholly owned subsidiariesare engaged.

2. Benefits derived as a result of the above R&D:

Research and Development activities undertaken for the purpose of ensuring consistencywith the changing business environment allows us to enhance quality productivity andcustomer satisfaction which ultimately results in increased number of users assessing thewebsite of the Company and thus benefits the Company.

3. Future Plan of action:

To enable to make its website much more customer-centric the Company is continuouslyworking on findings and evaluating new technologies processes frameworks andmethodologies.

4. Expenditure on R&D: and

The Company's R&D activities are part of its normal commercial operations. There isno separate R&D department. Hence there is no specific budget earmarked for R&Dexpenditure. Considering the continuous expenditure on such account it is also notpractical to identify R&D expenditure out of total expenditure incurred by theCompany.

III. Technology absorption adaptation and innovation

1. Efforts in brief made towards technology absorption adaptation innovation andbenefits derived:

For the purpose of ensuring productivity and improvement in the quality on a continualbasis the technical resources of the Company attend several seminars and workshopsorganised by various institutions as required from time to time in accordance with thechange in the technological environment.

2. Information regarding technology imported during last 5 years:

The Company meets its technology requirement through developing it in-house and/ orthrough purchasing it on domestic basis and hence there are no imports in the last 5 years

3. Foreign Exchange Earnings and Outgo:

i) Activities relating to exports:

The Company is engaged in development and delivery of e-commerce and e-cards globallythrough internet platform. Constant endeavor is made to ensure increase in usage ofCompany's services by the end users in different countries.

ii) Total foreign earnings used and earned:

Information on foreign exchange earnings and outgo is furnished in note no. 26 ofStandalone Financial Statements.

ANNEXURE V

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

i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

1 Name of Director / KMP % increase in remuneration in the FY 2016-17 Ratio of remuneration of each Director/KMP to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Arvind Kajaria NIL 11.52 PAT (before exceptional income) decreased by
Managing Director
2 Mr. Sharad Kajaria NIL 10.80 24.62% from FY 2015-16
Whole-time Director
3 Mr. Rupinder Singh Nil 0.51 NA
Independent Director #
4 Mr. Anil Agrawal Nil 0.45 NA
Independent Director #
5 Mrs. Savita Agarwal NIL 0.35 NA
Independent Director #
6 Mr. Ashok Bhandari NA NA NA
Independent Director *
7 Mr. Mohit Kumar Jha 14 5.07 PAT (before exceptional income) decreased by 24.62% from FY 2015-16
Chief Financial Officer
8 Mr. Rakesh Dhanuka NA NA
Company Secretary !
9 Mr. Pranvesh Tripathi NA NA
Company Secretary +

# Only sitting fees is paid to the Independent Directors.

* Appointment is w.e.f. 18 March 2017.

! Resigned w.e.f. 10 May 2016.

+ Appointment is w.e.f. 10 May 2016.

ii) 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: NA

iii) List of top 10 employees of the Company in terms of remuneration drawn andemployees who drawn remuneration during the financial year not less than Rs. 1.02 Croresper annum:

Name Designation Date of Joining Remuneration (in ` Lacs) Age (years) Experience (Years) Qualification Last employment and designation held
Arvind Kajaria Managing Director 26 June 1998 72.00 52 27 Degree in Business Administration NA
Sharad Kajaria Whole-time Director 27 February 1996 67.50 41 18 Bachelors Degree in Commerce NA
Mukesh Goel General Manager 01 April 1997 63.76 49 26 Masters Degree in Commerce Cieco Securities Ltd Accounts Executive
Rajat Kapur Sr. Manager - Sales 01 August 2012 36.98 37 16 Diploma in Business Administration S. K. Products Operations Manager
Mohit Kumar Jha CFO 18 December 2013 31.65 39 14 Chartered Accountants HDFC Bank Ltd Sr. Manager
Priti Chopra Sr. Manager – Sales Support 27 June 2013 26.54 45 25 Bachelors Degree in Science Veneza Furniture Partner
Sajal Kumar Basu Technical Head 22 December 2003 24.93 35 13 Master of Science in Information Technology NA
Ankit Suresh Saraf Channel Sales Manager 01 August 2010 23.30 31 15 Bachelor of Management Studies Millionaire Capital Services Pvt. Ltd. Business Development Manager
Anibha Tulsian Sr. Manager – Administration 01 March 2007 21.59 42 18 Bachelor of Arts Archieve Advisory Services Pvt. Ltd. Overall Incharge
Pranvesh Tripathi Company Secretary & Compliance Officer 10 May 2016 20.20 42 16 Company Secretary Gabriel India Ltd- Company Secretary & Legal Head

iv) Employees employed for the part of the year and drawn remuneration during thefinancial year 2016-17 at a rate which in aggregate was not less than Rs. 8.50 Lakhs permonth: NA

v) The median remuneration of the employees of the Company during the financial yearwas Rs. 624881/-

vi) In the financial year 2016-17 there was an increase of 6.37% in the medianremuneration of employees.

vii) There were 86 permanent employees on the rolls of the Company as on 31 March 2017.

viii) Explanation on the Relationship between average increase in remuneration andCompany performance:

As compared to the Profit of the Company (before exceptional income)for the FY 2016-17which was decreased by 24.62% the average increase in remuneration was 19.30%.

ix) Comparison of remuneration of the KMP against the performance of the Company:

The total remuneration of KMP was increased by 7% compared to PAT(before exceptionalincome) which was decreased by 24.62%.

x) Variations in the market capitalisation of the Company: The market capitalisation ason 31 March 2017 was `485 Cr. (`557 Cr. as on 31 March 2016)

xi) Price Earnings ratio of the Company as at 31 March 2017 was 120.76 as against 14.02as at 31 March 2016.

xii) Percent increase over decrease in the market quotation of the shares of theCompany as compared to the rate at which the Company came out with the last public officein the year:

12 April 2010
Particulars 31 March 2017 (Date of Listing) % increase
Market Price (BSE) Rs. 329.25 Rs. 159.35 106.62
Market Price (NSE) Rs. 330.45 Rs. 159.10 107.70

xiii) A verage percentage increase made in the salaries of employees other than the KMPin the FY 2016-17 was 24% whereas the increase in the KMP remuneration for the same FY was7%.

xiv) There are no variable component of remuneration availed by the directors.

xv) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable

xvi) It is hereby affirmed that the remuneration paid is as per the remuneration policyof the Company for its Directors Key Managerial Personnel and other Employees.

Sd/- Sd/-
Sharad Kajaria Arvind Kajaria
(Whole-time Director) (Chairman CSR Committee )
DIN: 00108036 DIN: 00106901