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JPT Securities Ltd.

BSE: 530985 Sector: Financials
NSE: N.A. ISIN Code: INE630C01012
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OPEN 17.40
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VOLUME 230
52-Week high 26.35
52-Week low 13.70
P/E 2.47
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JPT Securities Ltd. (JPTSECURITIES) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting their 22nd Annual Report of theCompany together with the Audited Financial Statement for the year ended March 31 2016.

Financial Highlights (Standalone)

During the year under review performance of your company as under:

(Rupees in Lacs)
Particulars 2015-2016 2014-2015
Total Income 51.49 61.31
Less: Expenditure 45.77 18.35
Profit before Depreciation & Tax 5.72 42.96
Less: Depreciation 0.08 0.08
Profit before Tax 5.64 42.89
Less: Taxes 1.74 8.87
Profit after Tax 3.90 34.02
Less: Adjustment of CWIP write off - 9.73
Less: Transfer to Statutory Reserve Account as per Section 45-IC of Reserve Bank of India Act 1934 0.78 6.80
Balance carried forward to Balance Sheet 3.12 17.49

Note: Previous year’s figures are regrouped/rearranged wherever necessary.

Review of Company’s Affairs

Your Company is a Non-deposit taking Non-Banking Financial Company. During the yearunder review the Company has earned total income of Rs. 51.49 Lacs as compared to theincome of Rs. 61.31 Lacs during the previous financial year. The profit after tax as onMarch 31 2016 amounted to Rs. 3.90 Lacs as against profit of Rs. 34.02 Lacs during theprevious financial year.

Dividend

With a view to conserve resources your Directors do not recommend dividend for theyear under review.

Reserves:

During the year under review Rs. 0.78 Lacs (Previous year Rs. 6.80 Lacs) istransferred to Statutory Reserve Account as prescribed by section 45-IC of the ReserveBank of India Act 1934 being 20% of the profits after taxes for the year.

Extract of Annual Return

Pursuant to section 92(3) and 134(3)(a) of the Companies Act 2013 the extract of theAnnual Return for the Financial Year 2015-16 in Form MGT-9 is annexed to herewith as ‘AnnexureI’.

Material Changes and Commitments:

No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the Company asat March 31 2016.

Particulars of Loan Guarantees and Investments under Section 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Also pursuant to Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the particulars ofLoans/Advances given to Subsidiaries have been disclosed in the notes to the FinancialStatements.

Particulars of Contracts or Arrangements with Related Parties

None of the transactions with related parties falls under the scope of section 188(1)of Companies Act 2013. Hence the Company has nothing to report in Form AOC-2 and thesame is not annexed. The details of other related party transactions are given in theNotes to the Financial Statement.

Deposits

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the rules made thereunder.

Details of Subsidiary Company

During the year the Company has one wholly owned subsidiary namely JPT Share ServicesPrivate Limited ("JSSPL"). JSSPL is a Deposit Based Trading Member of Cash andEquity Derivatives Segment of BSE Limited. JSSPL had made an application to BSE Ltd. forsurrender of such membership and on completion of all formalities JSSPL would cease to bea subsidiary of the Company. However it has withdrawn the application for surrender ofsuch membership and would continue with such membership as hitherto. Therefore JSSPLshall continue as a wholly owned subsidiary of the Company. There are no associateCompanies within the meaning of Section 2(6) of the Companies Act 2013.

The performance and financial position of the subsidiary company included in theconsolidated financial statement is provided in accordance with the provisions of Section129(3) read with Rule 5 of the Companies (Accounts) Rules 2014 as a separate statementannexed to the Notes to Financial Statements in Form AOC – 1 and hence not repeatedhere for the sake of brevity.

The contribution of the subsidiary to the overall performance of theCompanyisreflectedthrough the Consolidated Financial

Statements.

Further during the financial year under review none of the Companies became or ceasedto be the Subsidiary or Associate of the Company.

Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Nikhil Gandhi(DIN : 00030560) retires by rotation at the ensuing AGM and being eligible offers himselffor re-appointment.

Mr. Ravindra Kumar Belapurkar Whole-time director of the Company was the KeyManagerial Personnel pursuant to the provisions of Section 203 of the Companies Act 2013ceased to be director & Whole-time director of the Company with effect from May 282015 pursuant to section 167(1)(b) of the Companies Act 2013 Mr. Chintan Chheda wasappointed as the Whole-time Key Managerial Personnel of the Company under the category ofManager with effect from November 04 2015. Ms. Aarti Salekar ceased to hold the positionof Whole-time Key Managerial Personnel of the Company under the category of CompanySecretary with effect from July 21 2015. Ms. Bhakti Sampat was appointed as theWhole-time Key Managerial Personnel of the Company under the category of Company Secretarywith effect from November 4 2015 and ceased to hold the said position with effect fromApril 30 2016.

Brief profile of Director/Manager proposed to be re-appointed/appointed as aforesaid isprovide in the Exhibit to the notice of ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Directors undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015

Independent Directors’ Meeting:

The Independent Directors met on February 14 2016 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors interalia reviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman of the Company and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

Performance Evaluation

The Companies Act 2013 stipulates the performance evaluation of the Directors Boardand its Committees. The Company has devised the criteria based on which the annualperformance evaluation of the Directors Board and Board Committees has been carried out.The criteria for performance evaluation of Independent Directors are mainly devised basedupon the parameter for professional conduct role functions and duties laid underSchedule IV to the Companies Act 2013. The Evaluation process focused on various aspectsof the functioning of the Board and its Committees such as composition of the Board andCommittees participation in discussions etc. Performance evaluation of individualDirectors was on parameters such as attendance contribution constructive and activeparticipation etc. The Independent Directors at their separate Meeting evaluated theperformance of Non - Independent Directors including Chairperson of the Company and theBoard as a whole; the performance of the Chairman of the Company and assessed the qualityquantity and timeliness of flowof information between the Company Management and theBoard that is necessary for the

Board to effectively and reasonably perform their duties. The performance of alldirectors was also evaluated by the Nomination and Remuneration Committee.

The Board of Directors considered the performance evaluation of the Directors Boardand Board Committees. The performance evaluation of the Independent Directors was carriedout by the entire Board excluding the concerned Director being evaluated.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profitand loss of the Company for that period;

(c) The Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the asset of the Company and for preventing and detecting fraud and otherirregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Board and it’s Committees

The details of the Board and its’ Committees the number of meetings held duringthe year under review and the number of meetings attended by each director are givenbelow. Here (i) No. of Board/Committee Meetings held reflects the no. of meetings held inthe tenure of the concerned Director in financial year 2015-16 (ii) Due to businessexigencies certain resolutions were passed through circulation and the said resolutionshave been noted at the subsequent Board/Committee Meetings. i. Board

Your Company’s Board of Directors met four times duringthefinancialyear underreview. The meetings of the Board were held on May 28 2015 August 11 2015 November 042015 and February 13 2016. The intervening gap between the two Meetings was within theperiod prescribed under the Companies Act 2013. Further a meeting was held in eachcalendar quarter in compliance with Secretarial Standards.

The attendance of each Director at the said Board Meetings is given below:

Name of the Directors No. of Board Meetings Held No. of Board Meetings attended
Mr. J Alexander 4 4
Mr. Nikhil Gandhi 4 1
Ms. Gayathri Ramachandran 4 4
Mr. V. Ramanan 4 4

ii. Audit Committee

The Audit Committee comprises Mr. V. Ramanan (Chairman) Mr. J. Alexander Mr. NikhilGandhi and Ms. Gayathri Ramachandran as Members. All the recommendations made by the AuditCommittee were accepted by the Board.

The Audit Committee met four times during the financial year under review. The meetingsof the Committee were held on May 28 2015 August 11 2015 November 04 2015 andFebruary 13 2016. The attendance of each Director at the said Committee Meetings is givenbelow:

Name of the Directors No. of Committee Meetings Held No. of Committee Meetings attended
Mr. V. Ramanan 4 4
Mr. J. Alexander 4 4
Ms. Gayathri Ramchandran 3 3
Mr. Nikhil Gandhi 4 0

iii. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. V. Ramanan (Chairman) Mr.J. Alexander and Mr. Nikhil Gandhi as Members.

The Nomination and Remuneration Committee met once during the financial yearunder review. The meeting of the

Committee was held on November 4 2015.

The attendance of each Director at the said Committee Meetings is given below:

Name of the Directors No. of Committee Meetings Held No. of Committee Meetings attended
Mr. V. Ramanan 1 1
Mr. J Alexander 1 1
Mr. Nikhil Gandhi 1 0

iv. Stakeholders Relationship Committee

During the financial year 2015-16 no meeting of the Stakeholders RelationshipCommittee was . held

Statutory Auditors

In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every AGM. At the AGM heldon September 30 2014 M/s. Batra Sapra & Co. Chartered Accountants (FirmRegistration No. 000103N) were appointed as Statutory Auditor of the Company to holdoffice until the conclusion of the 23rd AGM to be held in calendar year 2017. At the 21stAGM held on September 25 2015 the Company ratified

Accordingly the appointment of M/s. Batra Sapra & Co. Chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders in theensuing AGM.

In this regard the Company has obtained a written consent under Section 139 of theCompanies Act 2013 from the Auditors to such continued appointment and also a certificatefrom them to the effect that their appointment if ratified would be in accordance withthe conditions prescribed under the Companies Act 2013 and the rules made thereunder asmay be applicable.

Auditors’ Report

The Auditors’ Report to the Members on the Standalone and Consolidated FinancialStatements of the Company for the financial year ended March 31 2016 does not containany qualification reservation adverse remark or disclaimer. No frauds have been reportedby auditors under sub-section (12) of section 143 of the Companies Act 2013.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act 2013 the Board has appointed Ms. BhavikaAashish Bhatt Company Secretary in Practice Mumbai as its Secretarial Auditors toconduct the Secretarial Audit of the Company for the financial year 2015-16. There are noqualifications reservations or adverse remarks made by the SecretarialAuditor in herReport.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31 2016is annexed to this report as

Annexure II.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is formpart of this Annual Report.

Adequacy of Internal Financial Control with reference to the Financial Statements

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year no reportable material weakness in the design oroperation was observed in the internal financial controls.

Managerial Remuneration

Disclosures of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed to this Report as Annexure III ‘’.

None of the Directors of the Company are in receipt of any commission from the Companyor from any Subsidiary of the Company. The details of remuneration paid to the Directorsof the Company are given in ‘Annexure I’ to this Report.

Risk Management Policy

Pursuant to the requirement of Section 134 of the Companies Act 2013 the Company hasalready in place a Risk Management Policy. The Company has a robust Risk Managementframework to identify and evaluate business risks and opportunities. The framework seeksto create transparency minimise adverse impact on the business objectives and enhance theCompany’s competitive advantage.

Significant & material orders passed by the regulators or courts or tribunal

There are no significant material orders passed by the regulators or courts ortribunals which would impact the going concern status and company’s operations infuture.

Nomination & Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee is duly approved by the Board of Directors of the Company and is annexed to thisReport as Annexure IV’ .

The Company doesn’t pay remuneration to Non-Executive Director except for thesitting fees being paid to the Non-Executive Independent Directors. The sitting fee hasbeen paid within the limit prescribed under the Companies Act 2013.

Vigil Mechanism/Whistle Blower Policy

The Company has implemented the Vigil Mechanism/Whistle Blower Policy which encouragesthe Whistle Blower to report genuine concerns about unethical behaviour actual orsuspected fraud or violation of the company’s code of conduct or ethics policy. Themechanism provides for adequate safeguards against victimization of Whistle Blower whoavail of such mechanism and also provides for direct access to the Chairman of the AuditCommittee in exceptional cases.

The details of Vigil Mechanism/Whistle Blower Policy are available on the website ofthe Company at http://www.jptsecurities.com/images/pdf/Policies-Codes/Whistle-Blower-Policy-Vigil-Mechanism.pdf

Sexual Harassment

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention

Prohibition and Redressal) Act 2013.

Particulars of Employees

In terms of Section 136 of the Companies Act 2013 the Annual Report and FinancialStatements are being sent to the Members of the Company and others entitled theretoexcluding the information pursuant to Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.These particulars will be made available for inspection by the Members at the RegisteredOffice of the Company between 1100 hours to 1300 hours on all working days expectSaturday up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Chief FinancialOfficer in this regard. Upon such request the information will be made available.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Considering the nature of the business of the Company there are no particulars to bedisclosed relating to the Conservation of Energy Research and Development and TechnologyAbsorption as required under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 during the year under review.

There were no Foreign Exchange Earnings and Outgo during the year under review.

Appreciations and Acknowledgment

The Board of Directors wishes to express its sincere appreciation and thanks to allMembers Employees Bankers Clients Advisors Vendors Government Authorities and otherregulatory authorities for their consistent support and co-operation and look forward totheir continued support and co-operation in future.

Registered Office: By Order of the Board of Directors
SKIL House 209 Bank Street Cross Lane
Fort Mumbai - 400 023
CIN: L67120MH1994PLC204636 J. Alexander
Ph: 022 - 6619 9000 Fax: 022 - 2269 6024 Chairman
Email: company.secretary@jptsecurities.com DIN: 00485766
Website: www.jptsecurities.com
Place: Mumbai
Date: August 8 2016

Annexure II to Directors’ Report Secretarial Audit Report

For the financial year ended 31 st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule no. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To The Members JPT Securities Limited Mumbai

Dear Sir(s)/Madam

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate governance practice by JPT SecuritiesLimited (hereinafter called "the Company"). Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minutes books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe financial st March 2016 complied with the statutory provisions listedhereunder and also that the Company has proper Board processes and compliance mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms filedand other recordsmaintained by the Company for the returns financial year ended on 31 st March2016 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings – Not Applicable;

v. The following regulations and guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) are applicable :

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 till May 14 2015 and thereafter The Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015;

Following regulations and guidelines as prescribed under the SEBI Act were notapplicable to the Company during the financial year under report:-c) The Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014; e) The Securities and ExchangeBoard of India (Issue and Listing of Debt Securities) Regulations 2008; and

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

vi. Reserve Bank of India Act 1934 and its circulars Master Circulars notificationsand its Directions related to NBFCs and as applicable to the Company; I have also examinedcompliances with applicable clauses of: I. Secretarial Standards issued by the Instituteof the Company Secretaries of India w.e.f 1st July 2015 for General Meetings Board andCommittees Meetings (i.e. Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee); and

II. The Listing Agreement entered into by the company with BSE Limited till November30 2015 and thereafter The Securities and Exchange Board of India (Listing Obligationsand Discloser Retirements) Regulations 2015.

During the financial year under report the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc. I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice agenda and detailed notes were given to all Directors to schedule theBoard Meetings and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

The decisions at Board Meetings and Committee Meetings are carried out and recorded inthe minutes of the Board of Directors and Committee of the Board accordingly.

I have relied on the representation made by the Company and its Officers for adequatesystems and processes in the company commensurate with its size & operation to monitorand ensure compliance with applicable laws.

I further report that during the audit period the Company has undertaken event /action having a major bearing on the Company’s affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to above viz.

(i) Appointment and Resignation of Key Managerial Personnel(s)

Place: Mumbai Bhavika Aashish Bhatt
Date: 8 August 2016 ACS No.: 36181 COP No.: 13376
(ICSI Unique Code I2014MH1174400)

This Report is to be read with our letter annexed as Appendix A which forms integralpart of this report.

APPENDIX A

To The Members JPT Securities Limited

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

1. The responsibility of maintaining Secretarial record is of the management and basedon my audit I have expressed our opinion on these records.

2. I am of the opinion that the audit practices and process adopted to obtain assuranceabout the correctness of the Secretarial records were reasonable for verification on testcheck basis.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. The management is responsible for compliances with corporate and other applicablelaws rules regulations standards etc. My examination was limited to the verification ofprocedure on test basis and wherever required I have obtained the Managementrepresentation about the compliance of laws rules and regulations etc.

5. 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.

Place: Mumbai Bhavika Aashish Bhatt
Date: 8 August 2016 ACS No.: 36181 COP No.: 13376
(ICSI Unique Code I2014MH1174400)

Annexure III to Directors’ Report Managerial Remuneration

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

i) The ratio of remuneration of each Director to the median remuneration of theemployees of the Company for FY 2015-2016 and the percentage increase in remuneration ofeach Director Chief Financial OfficerCompany Secretary or Manager if any in FY2015-2016:

Name Designation Ratio of the remuneration of each Director to the median remuneration of the employees Percentage increase in Remuneration during FY 2015-16
Mr. Nikhil Gandhi Director 0.00 0.00
Mr. Ravindra Kumar Belapurkar (up to May 28 2015) Whole-time Director 0.00 NA
Mr. Chintan Chheda (appointed w.e.f. 04.11.2015) Manager - NA*
Mr. Arun Sahu Chief Financial Officer - 18.18
Ms. Aarti Salekar (upto 21.07.2015) Company Secretary - 0.00
Ms. Bhakti Sampat (appointed w.e.f. 04.11.2015) Company Secretary - NA*

Note:

* Mr. Chintan Chheda and Ms. Bhakti Sampat were appointed during the FY 2015-16 andhence comparative figures are not mentioned.

ii) The percentage increase in the median remuneration of employee(s) in the financialyear: NotApplicable

iii) The number of permanent employees on the pay roll of the Company: As on March 312016 there were 2 permanent employees on the pay roll of the Company.

iv) 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: NotApplicable

Remuneration Policy of the Company: Remuneration paid by v) Affirmation the Company isas per the Remuneration Policy.

Annexure IV to Directors’ Report

NOMINATION REMUNERATION & EVALUATION POLICY

LEGAL FRAMEWORK

This Policy has been formulated by the Nomination and Remuneration Committee andapproved by the Board of Directors of the Company in accordance with the requirement ofrevised Clause 49 of the Listing Agreement and the provisions of Section 178 of theCompanies Act 2013 read with the Rules thereunder.

This policy is intended to lay down a framework in relation to remuneration ofDirectors Key Managerial Personnel ("KMP") Senior Management and otheremployees.

DEFINITIONS

1. "Act" means Companies Act 2013 & rules made thereunderincluding clarificationsamendments any modifications circulars or re-enactment thereof.

2. "Board of Directors" or "Board" means the Board ofDirectors of the Company as constituted from time to time.

3. "Committee" means Nomination and Remuneration Committee of theCompany as constituted or reconstituted by the Board

4. "Independent Director" means a director who satisfies thecriteria for independence as prescribed under Section 149 of the

Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (‘Listing Regulations’).

5. "Key Managerial Personnel" in relation to a company means—

(i) the Chief Executive Officer or the Managing Director or the Manager;

(ii) the Company Secretary;

(iii) the Whole-Time Director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

6. "Policy" means this Policy as may be amended from time to time.

7. "Senior Management" means Senior Management means the personnelof the company who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads.

MEMBERSHIP

i) The Committee shall consist of a minimum 3 Non-Executive Directors majority ofthem being Independent.

ii) A minimum of two (2) Members shall constitute a quorum for the Committee Meeting.

iii) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

CHAIRPERSON

i) The Chairperson of the Committee shall be an Independent Director.

ii) The Chairperson of the Company (whether executive or non-executive) may beappointed as a Member of the Committee but shall not chair the Committee.

iii) In the absence of the Chairperson the Members of the Committee present at theMeeting shall choose one amongst them to act as Chairperson.

iv) The Chairperson of the Committee could be present at the Annual General Meeting ormay nominate some other Member to answer the shareholders’ queries.

FREQUENCY OF MEETINGS

The Meeting of the Committee shall be held at such regular intervals as may berequired.

ROLE/TERMS OF REFERENCE OF THE COMMITTEE

The role/terms of reference of the Committee include:

i) Formulation of the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration of the Directors KMP and other employees;

ii) Formulation of criteria for evaluation of Independent Directors and theBoard;

iii) Devising a policy on Board diversity;

iv) Identifying persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down and recommend tothe Board their appointment and removal.

v) Carrying out other functions as may from time to time be required under anystatutory contractual or other regulatory requirement.

POLICY FOR APPOINTMENT OF DIRECTOR KMP AND SENIOR MANAGEMENT PERSONNEL

I) General appointment criteria:

i) The Committee shall consider the ethical standards of integrity and probityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and accordingly recommend to the Board his / her appointment.

ii) The Company should ensure that the person so appointed as Director/ IndependentDirector/ KMP/ Senior Management Personnel does not stand disqualified under the CompaniesAct 2013 rules made thereunder Listing Regulations or any other enactment for the timebeing in force.

iii) The Director/ Independent Director/ KMP/ Senior Management Personnel shall beappointed as per the procedure laid down under the applicable provisions of the CompaniesAct 2013 rules made thereunder Listing Regulations or any other enactment for the timebeing in force.

II) Other appointment criteria:

Enhancing the competency of the Board and attracting as well as retaining talentedemployees for role of KMP/ Senior Management Personnel shall be the basis for theCommittee to select a candidate for his/her appointment. When recommending a candidate forappointment the Committee shall be:

i) Assessing the appointee against a range of criteria which includes but not belimited to qualifications skills regional and industry experience background and otherqualities required to operate successfully in the position with due regard for thebenefits in diversifying the Board;

ii) The extent to which the appointee is likely to contribute to the overalleffectiveness of the Board work constructively with the existing Directors/ KMP/ SeniorManagement Personnel and enhance the efficiency of the Company;

iii) The qualification skills and experience that the appointee brings to thedesignated role and how an appointee will enhance the skill sets and experience of theBoard/Company as a whole;

iv) 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;

v) The appointment of Independent Directors shall be subject to compliance ofprovisions of Listing Regulations and Section 149 of the Companies Act 2013 read withSchedule IV and rules thereunder.

III) Term / Tenure of appointment of Managing Director/Whole-Time Director/ Manager andIndependent Director: i) Managing Director/Whole-time Director/Manager (ManagerialPerson):

The Company shall appoint or re-appoint any person as its Managerial Person for aterm not exceeding five years at a time. No re-appointment shall be made earlier than oneyear before the expiry of term.

The Company shall not appoint or continue the employment of any person as ManagingDirector/Whole-time Director/ Manager who is below the age of 21 years or who has attainedthe age of seventy years. Provided that the term of the person holding this position maybe extended beyond the age of seventy years with the approval of shareholders by passing aspecial resolution based on the explanatory statement annexed to the notice for suchmotion indicating the justification for extension of appointment beyond seventy years.

ii) Independent Director

a) An Independent Director shall hold office for a term up to five and will be eligiblefor re-appointment on passing of a special resolution by the Company and disclosure ofsuch appointment in the Board’s report.

b) No Independent Director shall hold officefor more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.

c) At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

IV) Evaluation

The evaluation/assessment of the Directors of the Company is to be conducted on anannual basis as per the requirements of the Companies Act 2013 and the ListingRegulations.

V) Removal

Due to reasons for any disqualification mentioned in the Companies Act 2013 orunder any other applicable Act rules and regulations there under the Committee mayrecommend to the Board with reasons recorded in writing removal of a Director KMP orSenior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

VI) Retirement

The Director KMP and Senior Management Personnel shall retire as per theCompany’s rules and as per applicable provisions of the Companies Act 2013 whereverapplicable.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT/OTHER EMPLOYEES

I) Remuneration to Directors KMP and Senior Management:

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

The Directors KMP and other Senior Management’s salary shall be based &determined on the individual person’s responsibilities performance experienceleadership abilities initiative taking abilities and knowledge base and also inaccordance with the limits as prescribed statutorily if any.

The remuneration to Directors KMP and other Senior Management will be determined bythe Committee and recommended to the Board for approval. The remuneration shall be subjectto the prior/post approval of the shareholders of the Company and Central Governmentwherever required.

While recommending the remuneration the Committee shall take into account the relevantfactors such as market business performance and practices in comparable companiesfinancial and commercial health of the Company as well as prevailing laws andgovernment/other guidelines.

II) Remuneration to Non-executive / Independent Director:

The remuneration to Non-executive / Independent Director shall be in accordancewith the statutory provisions of the Companies Act 2013 and the rules made thereunderfor the time being in force.

The Non-Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof provided that the amount of such feesshall not exceed the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee. The Non-Executive / Independent Director may receive Commissionwithin the monetary limit approved by shareholders.

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

III) Remuneration to other employees

The authority to determine remuneration and terms of appointment of other employeesstands delegated to the Whole Time Director/ Manager/ or any other person authorised inthis regard by the Board of the Company.

DUTIES IN RELATION TO NOMINATION MATTERS

The duties of the Committee in relation to nomination matters include:

i) Ensuring that there is an appropriate induction in place for new Directors andMembers of Senior Management and reviewing its effectiveness;

ii) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;

iii) Determining the appropriate size diversity and composition of the Board;

iv) Developing a succession plan for the Board and Senior Management;

v) Evaluating the performance of the Board members and Senior Management in the contextof the Company’s performance from business and compliance perspective;

vi) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

vii) Recommend any necessary changes to the Board; and

viii) Considering any other matters as may be requested by the Board.

DUTIES IN RELATION TO REMUNERATION MATTERS

The duties of the Committee in relation to remuneration matters include:

i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully

ii) The relationship of remuneration to performance is clear and meets appropriateperformance benchmarks

iii) The remuneration to Directors KMP and Senior Management of the Company involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

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

COMMITTEE MEMBERS’ INTERESTS

i) A Member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a Meeting or when his or her performance is being evaluated.

ii) The Committee may invite such executives as it considers appropriate to bepresent at the Meetings of the Committee.

VOTING

i) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

ii) In the case of equality of votes the Chairman of the Meeting will have a castingvote.

DISCLOSURES

As per the Companies Act 2013 this Policy shall be disclosed in the Board’sReport of the Company.

MISCELLANEOUS

Any terms used in this policy but not defined herein shall have the same meaningascribed to it in the Companies Act 2013 or Rules made thereunder SEBI Act or Rules andRegulations made thereunder Listing Regulations or any other relevant legislation / lawapplicable to the Company.

AMENDMENT

The Board of Directors on its own and / or as per the recommendations of Nomination andRemuneration Committee can amend this Policy as and when deemed fit.

In case of any subsequent amendment/modification in the Listing Regulations theCompanies Act 2013 and/or other applicable laws in this regard shall automatically applyto this Policy.