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Kilburn Engineering Ltd.

BSE: 522101 Sector: Engineering
NSE: KILBUNENGG ISIN Code: INE338F01015
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VOLUME 7107
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P/E 14.76
Mkt Cap.(Rs cr) 108
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OPEN 83.00
CLOSE 82.55
VOLUME 7107
52-Week high 93.50
52-Week low 53.30
P/E 14.76
Mkt Cap.(Rs cr) 108
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kilburn Engineering Ltd. (KILBUNENGG) - Director Report

Company director report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017

The Directors of your Company are pleased to present the 29th Annual Reportand Audited Statement of Accounts for the financial year ended 31 st March2017.

FINANCIAL RESULTS

Year ended 31st March 2017 Year ended 31st March 2016
Revenue from Operations (Gross) 14838 14516
Revenue from Operations (Net) 13598 13508
Earning Before Finance Costs & Depreciation (EBIDTA) 2304 2076
Finance Costs (Net) 519 512
Depreciation & Amortization Expenses 435 434
Operating Profit before tax 1350 1130
Provision for Diminution in value of investments 200 200
Profit Before Tax (PBT) 1150 930
Tax Expenses 417 137
Profit after tax (PAT) 733 793
Balance brought forward from previous year 6281 5807
Amount available for appropriation 7014 6600
Less Appropriations - 319
Balance carried forward to Balance Sheet 7014 6281

DIVIDEND

In view of the stable performance of the Company the Board of Directors recommendDividend of 20% i.e. Rs. 2.00 per equity share of Face Value of Rs. 10/- for the FinancialYear 2016-17. The dividend pay-out amounts to Rs. 319 Lac including dividend distributiontax. It may be noted that the Company declared the same rate of dividend for the FinancialYear 2015-16.

REVIEW OF RESULTS - 2016-17

During the year under review Profit Before Tax (PBT) increased substantially by 24%from Rs. 930 Lac to Rs. 1150 Lac. The Company achieved the highest ever operating PBT ofRs. 1350 Lac. The EBIDTA margin for the year under review improved at 17%. This was mainlyon account of company's focus on executing technology based and value added orders forcustomised equipment / systems. PAT for the year is lower despite higher PBT due toadditional tax provision on account of recognition of Deferred Tax liability which howeverdid not entail any cash

Detailed overview of the company's operations during the year under review and adiscussion on the future outlook has been covered in the "Management discussion andanalysis" attached as Annexure - I. till the

FUTURE OUTLOOK

Your company operates primarily in two divisions viz. Process Equipment and Tea DryingEquipment. Though in last few months the order inflow has been sluggish but future outlookboth from domestic and export market appears to be encouraging based on the enquiries inhand bids submitted & under process and expected enquiries in the remaining months inthe current fiscal.

Though the tea industry's budget in India for capex has been subdued for last 2 yearsthe Company expects to improve its sales of Tea Dryer in the current year both in domesticand export.

A detailed review of the operations is incorporated in the Management Discussion andAnalysis Report in Annexure-I which forms part of this Report.

MATERIAL CHANGES & COMMITMENTS DURING THE YEAR

The Directors at their meeting on 14th December 2016 decided not to proceedwith the scheme for amalgamation of engineering Companies viz. McNally Bharat EngineeringCompany Ltd. and EMC Limited with your Company due to substantial change in the businessenvironment.

AUDITORS a) Statutory Auditors : In view of section 139 of the Companies Act 2013M/s Deloitte Haskins & Sells (Firm's Registration No. : 117364W ) are eligible toconclusion of the ensuing Annual hold office General Meeting.

The board has recommended the appointment of M/s. S R B C & CO LLP CharteredAccountants (Firm's Registration no. : 324982E / E300003 ) as Statutory Auditors as perthe provisions of Section 139(2) of the Companies Act 2013 and the rules framedthereunder upto the conclusion of Annual General Meeting to be held in 2022 subject totheir appointment ratification by members at every Annual General Meeting. New auditorshave confirmed their eligibility for appointment as Statutory Auditors of the Company.

The directors place on record appreciation of services of M/s Deloitte Haskins &Sells during the association of 16 years with your company.

b) Internal Auditors : M/s. SPAN & Associates Chartered Accountants wereappointed as internal auditors by the Board of directors for 2016 – 17 and they haveconducted internal audits periodically and submitted their reports to the Audit Committee.

Their reports have been reviewed by the Statutory Auditors and the Audit Committee.

c) Cost Auditors : Your Company appointed M/s. D.Sabyasachi & Co. ( FRN : 00369) Cost Accountants as Cost Auditors of the Company for the Financial Year 2016-17 andtheir appointment is proposed for 2017 – 18 at the remuneration set out in the noticeof AGM and explanatory statement thereto.

d) Secretarial Auditors : M/s. Dhrumil M. Shah Mumbai were appointed assecretarial auditor of the Company for the Financial Year 2016 – 17 as requiredunder section 204 of The Companies Act 2013 read with the applicable rules. TheSecretarial Audit Report for 2016 – 17 forms part of the Annual Report as Annexure -VII.

AUDIT REPORT

In respect of the qualification in the Auditors' Report regarding partial provision fordiminution in the value of investment in equity shares of McNally Bharat EngineeringCompany Limited the Company is of the opinion that the diminution in market value ofthese shares is temporary. The shares are also acquired and retained by your company forstrategic purpose.

The Directors of your Company have on a conservative basis made a provision during theyear under review to cover the diminution in the value of the investments.

The Company has also filed Qualifications' with the stock exchanges as required by theregulation 33 of SEBI ( Listing Obligations and Disclosure Requirements ) Regulations2015.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 (5) of the Companies Act 2013 the Board ofDirectors of your Company here by confirms:

1) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departure;

2) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at the end of thefinancial year and of the Profit and Loss of the Company for the period;

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

4) that the Directors have prepared the annual accounts on a going concern basis.

5) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

6) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Report on Corporate Governance has been attached herewith as Annexure - II pursuant tothe provisions of Regulation 34(3) and 53(f) read with schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Management discussion andAnalysis report which outlines the salient points in the company's performance humanresources and other salient points is attached as Annexure - I.

EMPLOYEE RELATIONS

Employees' relations were cordial throughout the year. Several HR IR initiativesincluding several training programmes to improve employee relations and commitments havebeen initiated during the year and have been well accepted.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required to be disclosed pursuant to Section 134 (3) (m) ofthe Companies Act ‘Statement of Impact of Audit 2013 read with The Companies(Accounts) Rules 2014 as amended is appended to this Annual Report as Annexure"VIII" and forms part of this Directors' Report.

ADEQUACY OF INTERNAL CONTROL SYSTEM WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company has a comprehensive system of internal control which is being strengthened.The internal control system is also subject to review by auditors.

The Company has appointed a firm of auditors for conducting internal audit on a halfyearly basis and the report is considered by the Audit Committee of the Board headed by aNon-executive Independent Director.

DIRECTORS

Mr. Supriya Mukherjee continued as Managing Director of the Company during the year asper terms of appointment approved by members. Board of directors has reappointed Mr.Mukherjee as Managing Director for a tenure of one year since 01.04.2017 at the same termsof remuneration subject to the approval of members of the Company.

Mr. Aditya Khaitan director retires by rotation pursuant to Section 152 of TheCompanies Act 2013 at the ensuing Annual General Meeting of the Company and beingeligible offers himself for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed have been received.

KEY MANAGERIAL PERSONNEL

During the year 2016 17 following officials continued as Key Managerial Personnelpursuant to section 203 of The Companies Act 2013 :

i. Mr. Supriya Mukherjee Managing Director ii. Mr. A. Suresh Chief Financial Officeriii. Mr. Arvind Bajoria Company Secretary

BOARD EVALUATION

Securities Exchange Board of India (SEBI) vide its circular no. SEBI /HO /CFD /CMD /CIR/P /2017/004 dated 5th January 2017 had issued a guidance note on BoardEvaluation which inter alia contains indicative criterion for evaluation of the Board ofDirectors its Committees and the individual members of the Board.

Pursuant to the new Evaluation Framework adopted by the Board the Board evaluated theperformance of the Board its Committees and the Individual Directors for the financialyear 2016-17. After the evaluation process was complete the Board was of the view thatthe performance of the Board as a whole was adequate and fulfilled the parametersstipulated in the evaluation framework. The Board also ensured that the Committeesfunctioned adequately and independently in terms of the requirements of the Companies Act2013 and the Listing Regulations and at the same time supported as well as coordinatedwith the Board to help in its decision making. The individual Directors' performance wasalso evaluated and the Board was of the view that the Directors fulfilled their applicableresponsibilities and duties as laid down by the Listing Regulations and the Companies Act2013 and at the same time contributed with their valuable knowledge experience andexpertise to grab the opportunity and counter the adverse challenges faced by the Companyduring the year.

HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has no holding or subsidiary company. Williamson Magor & CompanyLimited is holding 4319043 equity shares constituting 32.58% of total shareholding of theCompany so it is an associate company within the meaning of section 2 (6) of TheCompanies Act 2013.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party Transactions Policy for purposesof identification and monitoring of related party transactions and the same has beendisplayed on the Company's website at http:// www.kilburnengg.com/company-policy-main.

The Statement in Form AOC -2 containing the details of the Related Party Transactionspertaining to contracts with Related Parties forms a part of this Report as Annexure - IX.

MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as per annexure -X.

Mr. Supriya Mukherjee Managing Director is the only executive director in receipt ofremuneration and its details are available in the corporate governance details attachedto this directors' report.

VIGIL MECHANISM

The Company has formulated a vigil mechanism for Directors and employees of the Companyto report concerns about unethical behaviour actual or suspected fraud or violation ofthe company's code of conduct or ethics policy. The VIGIL MECHANISM is available on thewebsite of Company and can be accessed at http://www. kilburnengg.com/company-policy-main.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for Directors Key ManagerialPersonnel and employees of the Company to ensure that adequate remuneration paid toattract retain and motivate the senior management employees to run the companysuccessfully. The Policy is available on the website of the Company at http://www.kilburnengg.com/company-policy-main/ and also annexed herewith as Annexure - V.

RISK MANAGEMENT

Directors have adopted risk management policy to identify the risks involved in allactivities of the Company. The main objective of this policy is to ensure sustainablebusiness growth and to promote a pro-active approach in identifying reporting evaluatingand mitigating risks associated with the business. The policy guides the board inidentification of various business risks and to take appropriate steps to mitigate thesame.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility (CSR) Committee in 2016-17in compliance with provisions of Section 135 of the Companies Act 2013 and SEBI ListingRegulations with Mr. Manmohan Singh ( Chairman ) Mr. Gobind Saraf ( Member ) and Mr.Supriya Mukherjee ( Member ). The CSR Committee laid down the CSR policy of the Companywhich can be accessed at http://www.kilburnengg.com/company-policy-main/. The Company madea total CSR expenditure amounting to Rs. 12.25 Lacs ( through various implementingagencies) during the FY : 2016 – 17. The details of said expenditure are given inAnnual Report on CSR Activities attached herewith as Annexure - IV in the form prescribedunder the Companies ( Corporate Social Responsibility Policy ) Rules 2014.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT – 9 as per annexure - VI formspart of the Board's report.

OTHER DISCLOSURES

During the year under review:

a. to the Sexual There were no cases filed Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

b. Your Company has not accepted any deposit from the public falling within the ambitof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

c. or material orders passed There were no significant by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

COLLABORATORS

The Directors place on record its sincere appreciation to all its Collaborators forextending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their Customers Bankers DealersSuppliers Stock Exchanges Government and all other Stakeholders for the excellentassistance and cooperation. The Directors' also thank all the employees of the Company fortheir valuable service and support during the year.

For and on behalf of the Board
Place : Kolkata Aditya Khaitan
Date : 10th August 2017 Chairman

REMUNERATION POLICY

The Remuneration Policy of Kilburn Engineering Ltd (the "Company") isdesigned to attract motivate and retain manpower in a competitive and internationalmarket.

The policy reflects the Company's objectives for good corporate governance as well assustained long-term value creation for shareholders.

The Remuneration Policy applies to the Company's senior management including its KeyManagerial Persons (KMPs) and Board of Directors.

GUIDING PRINCIPLES

The Guiding Principle is that the remuneration and other terms of employment shall becompetitive in order to ensure that the Company can attract and retain competentexecutives.

- The Remuneration Policy for executives reflects the overriding remunerationphilosophy and principles of the Kilburn. When determining the remuneration policy andarrangements for Whole time Directors / KMPs the Nomination and Remuneration Committeeconstituted in accordance with Section 178 of the Companies Act 2013 considers paritywith peers and employment conditions elsewhere in the competitive market to ensure thatpay structures are appropriately aligned and that levels of remuneration remainappropriate in this context.

- The Committee while designing the remuneration package considers the level andcomposition of remuneration to be reasonable and sufficient to attract retain andmotivate the person to ensure the quality required to run the company successfully.

- The Nomination and Remuneration Committee while considering a remuneration packagemust ensure a direct relationship with the Key Result Areas and individual achievementsconsidering short as well as long term performance objectives appropriate to the workingof the company and its goals.

- The Committee considers that a successful remuneration policy must ensure that asignificant part of remuneration package is linked to the achievement of corporateperformance targets and a strong alignment of interest with stakeholders.

The Remuneration policy is guided by a common reward framework and set of principlesand objectives as envisaged under section 178 of the Companies Act 2013 and Companies(Meetings of Board and its Powers) Rules 2014 inter-alia principles pertaining todetermining qualifications positive attributes and the Directors integrity etc. Themain objectives are –Attract and retain: Remuneration packages are designed toattract high-calibre executives in a competitive global market and remunerate executivesfairly and responsibly. The remuneration shall be competitive and based on the individualresponsibilities and performance.

Motivate and reward: Remuneration is designed to motivate delivery of our keybusiness strategies create a strong performance-orientated environment and rewardachievement of meaningful short and long-term targets.

The principal terms of non-monetary benefits:

The Executives will also be entitled to customary non-monetary benefits such as CompanyCars Telephones/ Mobiles Health care facilities etc. In addition thereto in specificcases particularly at the Unit levels company may also provide housing and otherbenefits.

EXECUTIVE REMUNERATION SENIOR MANAGEMENT

Executive remuneration is proposed by the Committee and subsequently approved by theBoard of Directors and further by the shareholders and central Government as per legalrequirements. Executive remuneration is evaluated annually against performance and abenchmark of international companies which are similar to Kilburn in size and complexity.

Benchmarking is done with the help of reports generated by/through internationallyrecognized compensation service consultancies. In determining remuneration packages theCommittee may consult with the Chairman/ Managing Director and Independent Directors aswell as appropriate. Total remuneration shall include of following:

- A fixed base salary set at a level aimed at attracting and retaining executiveswith professional and personal competencies required to drive the Company's performance.

- Other allowances / incentives based on the work profile / achievement ofindividuals as per business targets duly approved by the Managing Director.

- Pension / ESI contributions made in accordance with applicable laws andemployment agreements.

- Loyalty / Belongingness to Company to be achieved by aligning the rewards andrecognitions for longer association of the employees with the organization and encouragingReferrals as one of the sources of recruitment to strengthen the company work-force.Necessary steps to be taken to introduce it in the Company.

- Working Atmosphere at the workplace company committed to provide good workingatmosphere conducive to efficient and effective functioning of the employeesof withexcellent culture and good interpersonal relationship within the organization as well aswith external business associates.

- Female employees HR policy of the company gives fair chance to males as well asfemales in employment and prefers to maintain the reasonable balance. It also providesrequisite protection to female employees through effective implementation of HR Policiesto safeguard against Sexual Harassment etc.

- Severance payments in accordance with termination clauses in employmentagreements. Severance payments shall comply with the legal framework.

DISCLOSURE OF INFORMATION

Information on the total remuneration of members of the Company's Board of DirectorsExecutive Board of Management and senior management may be disclosed in the Company'sannual financial statements. This includes any deferred payments and extraordinarycontracts during the preceding financial year.

APPROVAL OF THE REMUNERATION POLICY

This Remuneration Policy shall apply to all future employment agreements with membersof Company's Senior Management including Key Managerial Person and Board of Directors.

The Remuneration Policy is binding for the Board of Directors. In other respects theRemuneration Policy shall be of guidance for the Board and shall be modified /revised withthe consent of the Nomination and Remuneration committee and Board of Directors of thecompany from time to time as may be required. Any departure from the policy shall berecorded and reasoned in the Board's minutes.

DISSEMINATION

The Company's Remuneration Policy shall be published on its website.

For and on behalf of the Board
Kolkata Aditya Khaitan
Date: 10th August 2017 Chairman

Annexure - "VIII"

INFORMATION ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES(ACCOUNTS) RULES 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31STMARCH 2017.

A. CONSERVATION OF ENERGY-

a) steps taken or impact on conservation of energy :

i. Purchase of 5 nos. invertor based welding machines to reduce the energy consumptionby replacement of conventional welding machines.

ii. Purchase of 1 no. Column and Boom SAW welding machine to increase productivity.

iii. active monitoring of utilization of energy to reduce wastage

b) Steps taken by company for utilizing alternate sources of energy:

Nil

c) Capital investment on energy conservation equipments :

Rs. 20.55 Lacs were invested in invertor based welding machines.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption:-

A. After continuous Pilot Plant trial runs we have developed Paddle Drying Systemusing conduction mode of heat transfer principle for drying of polyether sulphone. Uniformproduct temperature was important parameter during drying operation to remove methanol andwater solvent from the wet product to desired level.

Conduction mode of heat transfer though Hollow paddles /shaft/jacket to the surroundingmaterial results very efficient utility requirement and product quality. drying system interms of In conduction mode of drying technology system efficiency is very close to 100%as compared to any other mode of heat transfer for drying of product.

B. Sludge Drying / Municipal Waste / Human Waste Drying Company will be extendingconduction mode of drying technology for efficient use of drying of various types of wasteusing paddle dryer.

2. Benefits derived like product improvement cost reduction product development orimport substitution.

Using 80% of heat transfer through paddles and 20% through jacket results in verycompact and efficient equipment. System can control product characteristic resulting inbetter quality product with lower utility consumption. As no medium is used during drying/ heating collection of solvent is equally efficient with lower utility consumption interms of chilled water used for condenser.

3. Information regarding imported technology (Three Years)

a) For drying of Sodium Bi Carbonate (food grade) Using Vibratory Fluidized Bed Systemfrom M/s. Carrier Vibrating Equipment Inc. USA

b) Paddle Dryer Technology developed by M/s. Nara Machinery Company will be used fordifferent applications. We have done work to dry human waste using paddle dryertechnology.

c) Whether the technology been fully absorbed – Yes.

d) If not fully absorbed areas where absorption has not taken placed and the reasonsthereof – N/A.

4. Expenditure incurred on Research and Development:

Expenditure on R&D:
a) Capital
b) Recurring Rs. 63.95 Lacs
c) Total Rs. 63.95 Lacs
d) Total R&D expenditure as a percentage of total turnover 0.47

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Activities relating to exports initiative taken to increase exports development ofnew export markets for products and services and export plans: The Company's executivesvisited prospective customers overseas. The Company also actively participated ininternational trade fairs to explore available opportunities.

b) Total foreign exchange used and earned:

Total foreign exchange used ` 1156.41 Lacs
Total foreign exchange earned ` 2745.43 Lacs

 

For and on behalf of the Board
Place: Kolkata Aditya Khaitan
Date: 10th August 2017 Chairman

Annexure - "IX"

FORM NO. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms-length transactions under third proviso thereto

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

1. Details of contracts or arrangements or transactions not at arm's length basis –As following The agreement was approved by Audit Committee for two years in the meetingheld on 12th February 2015.

Name of Party Relationship Nature of transaction Duration Salient terms including value (` Lakhs)
Williamson Magor and Company Limited Associate company Payment of corporate consultancy charges April 1 2016 to March 31 2017 24.00

2. Details of contract or arrangements or transactions at arm's length basis duringthe year ended 31st March 2017:

The Omnibus approval was given by Audit Committee in the meeting held on 23rdMay 2016.

However the transactions of ICD were entered with the prior approval at the meeting ofAudit Committee as mentioned below.

Name of Party Relationship Nature of transaction Duration Salient terms including value (` Lakhs)
Williamson Magor and Company Limited Associate Company Payment of Rent monthly April 1 2015 to March 31 2017 16.80
Williamson Magor and Company Limited Associate Company Reimbursement of electricity charges - do - 6.26
Williamson Magor and Company Limited Associate Company Inter Corporate Deposit (ICD) given March 2017 300.00
Williamson Magor and Company Limited Associate Company Interest Income on ICD April 1 2016 to March 31 2017 41.88
Babcock Borsig Limited Company in which directors are interested Placement of ICD (approved by Audit Committee on 09- 08-2016) September 2016 6800.00
Mcnally Bharat Engg. Company Limited Company in which directors are interested Placement of ICD (approved by Audit Committee on 10- 11-2016) February 2017 3680.00
Mcnally Bharat Engg. Company Limited Company in which directors are interested Inter Corporate Deposit (ICD) returned March 2017 3680.00
Mcnally Bharat Engg. Company Limited Company in which directors are interested Interest Income on ICD March 2017 64.27
Babcock Borsig Limited Company in which directors are interested Placement of ICD (approved by Audit Committee on 13- 02-2017) March 2017 3980.00
Babcock Borsig Limited Company in which directors are interested Interest Income on ICD March 2017 875.41
Mrs. Isha Khaitan Spouse of Director (Mr. Amritanshu Khaitan) Payment of consultancy fees (revision of fees was approved by Audit Committee on 09-08-2016) April 1 2016 to March 31 2017 10.80

There were no material contracts or arrangements or transactions entered into by theCompany with related parties which may have a potential conflict with the interests of theCompany at large.

For and on behalf of the Board
Kolkata Aditya Khaitan
Date: 10th August 2017 Chairman

Annexure "X"

REMUNERATION AND OTHER SPECIFIED PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act 2013 (the Act) read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014The ratio of the remuneration of each director to the median remuneration of the employeesand other details in terms of Section 197 (12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sr. no. Requirements Disclosure
1 The ratio of the remuneration of each director to the median remuneration of the employees for the financial year Managing Director
Mr. Supriya Mukherjee 69.44 : 1
Non Executive Directors
Mr. Aditya Khaitan 3.44 : 1
Mr. Amritanshu Khaitan 2.86 : 1
Mr. Manmohan Singh 8.02 : 1
Mr. Subir Ranjan Dasgupta 2.29 : 1
Mr. Padam Kumar Khaitan 4.01 : 1
Mr. Gobind Saraf 9.74 : 1
Mrs. Priya Saran Chaudhri 1.72 : 1
Remuneration of Non-Executive Directors consists of Sitting Fees received for attending Board/Committee Meetings for 2016-17
2 The percentage increase in remuneration of each director CFO CEO CS in the financial year No increment was made in the salary of any director during the year. Salary of CFO was increased by 15 % and CS was increased by 10%
3 The percentage increase in the median remuneration of employees in the financial year 8.3% increase in the median remuneration of workmen
4 The number of permanent employees on the rolls of the Company 362 employees were on the rolls of company as on March 31 2017.
5 The explanation on the relationship between average increase in remuneration and Company performance During 2016-17 Profit Before Tax (PBT) of Company increased by 24% (approx). The remuneration of managerial personnel was increased by 10% (approx) during the year and wages of workmen increased by 8%.
6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company Total remuneration of Key Managerial Personnel is 15.58% of the Profit Before Tax (PBT) for the year 2016–17.
7 Variations in the market capitalisation of the Company price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer The Market capitalization of the Company has increased from Rs 83.98 crores as on March 31 2016 to Rs. 80.20 crores as of March 31 2017. Over the same period the price to earnings ratio moved from 10.59 to 10.94. The stock price of the Company as at March 31 2017 has increased by 142% to Rs. 60.50 over the last offering of equivalent equity shares of Rs.10/- each on rights basis in March 2006 at an issue price of Rs.25/- share.
8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile in the managerial remuneration and justification thereof. Average salary of workmen increased by 8.3% % during the year 2016 – 17 and there was Approx 10% increase in the remuneration of managerial personnel during the year.
9 Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company Remuneration of Key Managerial Personnel was 15.58% of the Profit Before Tax (PBT) for the year 2016–17. MD (10.56%) CFO (3.98%) and CS (1.04%)
10 The key parameters for any variable component of remuneration availed by the directors. There is no variable component of remuneration of directors.
11 The ratio of the remuneration of the highest paid directors to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year No employee in the company is paid remuneration higher than the Managing Director.
12 Affirmation that the remuneration is as per the remuneration policy of the Company Yes affirmed

 

For and on behalf of the Board
Kolkata Aditya Khaitan
Date: 10th August 2017 Chairman