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Libord Finance Ltd.

BSE: 511593 Sector: Financials
NSE: N.A. ISIN Code: INE212B01011
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OPEN 9.35
CLOSE 9.35
VOLUME 100
52-Week high 13.84
52-Week low 6.90
P/E
Mkt Cap.(Rs cr) 11
Buy Price 9.35
Buy Qty 900.00
Sell Price 9.60
Sell Qty 500.00

Libord Finance Ltd. (LIBORDFIN) - Director Report

Company director report

To

The Members

Libord Finance Limited

Your Directors have pleasure in presenting the 23rd Annual Report along with theAudited Accounts of the Company for the year ended 31st March 2017

1. FINANCIAL PERFORMANCE

A. A summary of the standalone & consolidated financial performance of your Companyfor the financial year ended 31.3.2017 is as under

(Rs in Lacs)

Particulars Standalone Consolidated
2016-17 2015-16 2016-17 2015-16
Income from Operations (net) 90.20 95.77 111.41 103.72
Gross Profit before Depreciation & Taxes 9.00 35.59 10.61 36.53
Depreciation 2.36 2.12 2.93 2.36
Deferred Tax (0.66) (0.09) (0.55) -
Provision for Taxation 1.25 8.00 1.54 8.12
Short Provision Written Back 0.06 (0.27) 0.08 (0.33)
Profit after Taxation (PAT) 5.99 25.83 6.61 26.38
Less Minority Interest in Subsidiaries - - 0.01 0.01
Add Minority interest in Associate Company - - 14.31 0.00
Profits transferred to the Profit & Loss Account under Reserves & Surplus 5.99 25.83 20.92 26.37

2. REVIEW OF OPERATIONS

(a) Standalone Results

The income from operation on standalone basis during the year was Rs 90.20 Lakhs(Previous Year Rs 95.77 Lakhs). The Company's turnover has decreased by about 5.81% onstandalone basis due to less favourable business conditions this financial year. The grossprofits have decreased by 74.71% due to increased operational cost.

(b) Consolidated Results

This fiscal your Company has achieved a turnover of Rs 111.41 Lakhs (Previous YearRs103.72 Lakhs) which has increased by 7.42% on consolidation basis. The gross profitshave decreased from Rs 36.53 lakhs to Rs 10.61 lakhs on consolidated basis due to increasein operational cost.

3. OUTLOOK & PROSPECTS

This year's Economic Survey highlighted the various challenges that the IndianEconomy is faced ranging from a set of tumultuous international developments thatcomprised of Brexit political changes in advanced economies and two radical domesticpolicy actions namely the GST and demonetisation. However the Indian Economy has beenprojected as the fastest growing economy in the world as per the Central StatisticsOrganisation (CSO) and International Monetary Fund (IMF) this fiscal and therefore itseems that the Indian Economy is turning to be more resilient to the changes both at theinternational and the global front.

According to the Survey "…the striking findings are that India's internalintegration is strong and substantially stronger than conventional wisdom believes. Forexample we estimate that 8-9 million Indians migrate for work every year almost twice asbig as current estimates. Similarly India's internal trade is as extensive as that inother large countries…" Further it says that as of 2011 India's openness -measured as the ratio of trade in goods and services to GDP has far overtaken China's acountry famed for using trade as an engine of growth. India's internal trade to GDP isalso comparable to that of other large countries and very different from the caricature ofa barrier-riddled economy.

This year has been marked by several historic economic policy developments. On thedomestic side a constitutional amendment paved the way for the long-awaited andtransformational Goods and Services Tax (GST) which will create a common Indian marketimprove tax compliance boost investment and growth and improve governance whiledemonetisation of the large currency notes brought a striking shift towards the way theeconomy prepared to move towards a cashless transparent and corruption-free regime whilepunitively raising the costs of illicit activities. The Government continued with itseconomic reforms agenda and took a large number of measures including the overhauling ofthe bankruptcy laws codified the institutional arrangements on monetary policy with theReserve Bank of India (RBI) and solidifying the legal basis for Aadhaar in order to reapbenefits of Jandhan Accounts and promotion of a digital economy.

On the international front the Survey raised apprehensions about Brexit and the USelections which may herald a tectonic shift forebodingly laden with darker possibilitiesfor the global and even the Indian economy. However the Indian Economy has continued toconsolidate the gains achieved in restoring macroeconomic stability. Real GDP growth inthe first half of the year was 7.2 percent and somewhat lower than the 7.6 percent raterecorded in the second half of 2015-16. The main problem was fixed investment whichdeclined sharply as stressed balance sheets in the corporate sector continued to take atoll on firms' spending plans. On the positive side the economy was buoyed by governmentconsumption as the 7th Pay Commission salary recommendations were implemented and by thelong-awaited start of an export recovery as demand in advanced countries began toaccelerate.

According to the World Economic Outlook Report released by the IMF in the April 2017global economic activity is picking up with a long-awaited cyclical recovery ininvestment manufacturing and trade. The world growth is expected to rise from 3.1percent in 2016 to 3.5 percent in 2017 and to 3.6 percent in 2018. Stronger activityexpectations of more robust global demand reduced deflationary pressures and optimisticfinancial markets are all upside developments. But structural impediments to a strongerrecovery and a balance of risks that remains tilted to the downside especially over themedium term remain important challenges.

However the Indian economy has grown quite impressively this fiscal to consolidateIndia's position as the fastest growing economy. The Economic Survey projects there is astrong likelihood that Indian economy may recover back to a growth of 6 per cent to 7per cent in 2017-18 your Company sees a good opportunity for improvement of itsperformance in the near term.

4. SHARE CAPITAL

There was an increase in the authorised share capital of the Company during the yearunder review from Rs 9 crore to Rs 17 crore as approved by the members of the Company inthe 22nd AGM of the Company. The paid up equity capital remained at Rs 800Lakhs comprising of 80 lakh shares of Rs 10 each as on March 31 2017. The Company has notissued shares with differential voting rights nor granted stock options nor sweat equity.

5. DIVIDEND

In order to conserve the resources of the Company your directors do not recommend anydividend for the current year. A sum of Rs 5.99 lakhs has been transferred to the Profit& Loss account under Reserves & Surplus.

6. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and nature ofits operations. During the year controls were tested and no material weakness in designand operation were observed. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorised use executingtransactions with proper authorisation and ensuring compliance of corporate policies.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 Mr. Nawal Agrawal (DIN -017531155) Director of the Company will be retiring by rotation at the ensuing AnnualGeneral Meeting and is eligible for re-appointment. There was no change in the compositionof the Board of Directors of the Company.

9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

As per The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisions asspecified in regulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i)of sub-regulation (2) of regulation 46 and para C D and E of Schedule V are notmandatorily required to be complied by a Company whose paid up share capital does notexceed Rs 10 crores and net worth does not exceed Rs 25 crores.

Considering that the Company's paid-up equity share capital was less than Rs 10.00Crore and the Net Worth was less than Rs 25 Crore as at 31.3.2017 compliance with theprovisions mentioned aforesaid are not mandatory for the Company.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year there were four Board Meetings held on 26.05.2016 10.08.20164.11.2016 and 10.02.2017. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.

11. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

As per the requirement of Section 149 (7) of the Companies Act 2013 the IndependentDirectors have given their respective declarations that they meet the criteria ofindependence as specified under Section 149 (6) of the Act.

12. REMUNERATION POLICY

Based on the recommendation of the Nomination & Remuneration Committee the Boardof Directors have approved and adopted a Remuneration policy for Directors Key ManagerialPersonnel and other employees of the Company under Section 178 (3) of the Companies Act2013. The remuneration policy is annexed to this Report and forms part of this Report.

13. CODE OF CONDUCT

The Code of Conduct for the Board of Directors and the senior management has beenadopted by the Company. The Code of Conduct has been disclosed on the website of theCompany at www.libord.com.

14. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

The Company has M/s Libord Stock Brokers Private Limited (LSBPL) as its SubsidiaryCompany. LSBPL is registered as a stock broker under the SEBI Act and is an approvedmember of the BSE Limited. Your Company has 99.27% of equity holding in LSBPL. The netprofit after tax of LSBPL is Rs 53508 lakhs for the year ended on 31.3.2017. LSBPL isdoing business as a trading member of the BSE Ltd in cash and also in the F&OCurrency Derivatives and New Debt Segment.

During the year 2016-17 Libord Commodities Brokers Private Limited has become theCompany's subsidiary. Libord Finance

Limited holds 98.095% of equity shares in this Company. The Company is in the processof getting necessary approvals for commencing business as Commodities Brokers at thedesignated Stock Exchange(s). The net profit after tax of LCBPL is Rs 9002/- for the yearended March 31 2017.

M/s Libord Advisors Private Ltd (LAPL) is an Associate Company of your Company. YourCompany has 46.29% of the equity holding in this Company. LAPL is a SEBI registeredCategory 1 Merchant Banker w.e.f. 18.10.2013. The net profit after tax of LAPL is Rs 30.91lakhs for the year ended as at 31.3.2017. A minority interest of Rs 14.31 lakhs has beenconsidered in consolidation. (Refer Annexure III for Form AOC 1)

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report to the Management instancesof unethical behaviour actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. Under this policy the employees can approach the Company'sCompliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination be meted out to any person for a genuinely raised concern. The WhistleBlower Policy of the Company is also posted on the website of the Company.

16. PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The "Code of Fair Disclosure Internal Procedures and Conduct forRegulating Monitoring and Reporting of Trading by Insiders" has been adopted and hasbeen disclosed on the website of the Company at www.libord.com.

The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provisions of Section 135 of the Companies Act 2013 are not presently applicableto the Company.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3c) & (5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed: (i)That in the preparation of the accounts for the financial year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; (ii) That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year underreview.

(iii) That the Directors have taken proper and sufficient care of 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.

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis. (v) That the Directors have laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively.

(vi) That the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Company has undertakensuitable measures for the development and implementation of a risk management policy forthe Company including identification of elements of risk if any which in the opinion ofthe board may threaten the existence of the Company. At present the Company has notidentified any element of risk which may threaten the existence of the Company.

20. PARTICULARS OF MATERIAL ORDERS

During the year under review neither any Regulator nor any Court or Tribunal haspassed any significant and material order impacting the going concern status and theCompany's operations in the future.

21. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

22. BOARD EVALUATION

The performance of Board of Directors and the Committees constituted by the Board andthe individual Directors has been evaluated during the Financial Year ended 31.3.2017.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements with related parties as which are not at arms'length during the year. Hence Form AOC2 pursuant to the provisions of Section 134(3)(h) ofthe Companies Act 2013 and rule 8(2) of the Companies (Accounts) Rules 2014 is notapplicable and does not form part of this report accordingly.

24. PURCHASE OF SHARES OF THE COMPANY

The Company does not give any loan guarantee or security or any financial assistanceto the employees of the Company for the purpose of purchase or subscription for any sharesof the Company pursuant to Section 67 (2) of the Companies Act 2013.

25. EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnin Form MGT-9 is annexed to this Report and forms part of this Report. (Please referAnnexure - I: Extract of Annual Return)

26. AUDIT COMMITTEE

a) Terms of Reference

To overseeinter alia the Company's financial reporting process and disclosure of itsfinancial information to recommend the appointment of Statutory Auditors and fixation ofthe audit fees to review and discuss with the Auditors about internal control systemsscope of audit including observations of the auditors on adequacy of internal controlsystems major accounting policies & practices adopting accounting standards andcomplying various requirements concerning financial statements if any to review theCompany's quarterly half yearly and annual financial statements before submission to theBoard of Directors.

b) Composition of Audit Committee

The Audit Committee comprises of three directors with Independent Directors forming themajority. Mr. Romil Choksey is the Chairman of the Audit Committee. Mr. Apurve Mehra andMr. Lalit Kumar Dangi are the other two members of the Audit Committee. The memberspossess adequate knowledge of accounts audit and finance among others. The compositionof the Audit Committee meets the requirement as per Section 177 of the Companies Act2013. There are no recommendations of the Audit Committee which have not been accepted bythe Board. During the year four Audit Committee meetings were held on 26.05.201610.08.2016 4.11.2016 and 10.02.2017.

27. SECRETARIAL AUDIT REPORT

M/s Kamlesh Jain & Associates Company Secretaries have been appointed to conductthe Secretarial Audit of the Company for the financial year 2016-17. Pursuant to Section204 (1) of the Companies Act 2013 the Secretarial Audit Report submitted by theSecretarial Auditors for the year ended 31st March 2017 is annexed to the Annual Reportand forms part of the Annual Report. The observations made in the Auditors' Report readtogether with relevant notes thereon are self-explanatory and hence do not call for anyfurther comments under Section 134 (3) of the Companies Act 2013 besides that the Companycould not appoint a Company Secretary in the Year 2016-17 as it could not locate asuitable candidate. However the Company has appointed a Company Secretary with effectfrom 2.5.2017.

28. AUDITORS

At the 22nd Annual General Meeting Members have appointed M/s. Amar Bafna& Associates Chartered Accountants Mumbai (FRN: 114854W) as Statutory Auditors for aperiod of three years subject to ratification by Members in every ensuing Annual GeneralMeeting. M/s. Amar Bafna & Associates Chartered Accountants Mumbai (FRN: 114854W)the existing Auditors have furnished a certificate confirming that if ratified theirappointment will be in accordance with Section 139 read with Section 141 of the CompaniesAct 2013. The Members are requested to ratify their appointment as Statutory Auditors ofthe Company for the remaining term of two years on the same terms & conditions onwhich they were appointed in the said AGM subject to ratification every ensuing AnnualGeneral Meeting. The Auditors' Report to the shareholders for the year under review doesnot contain any qualification.

29. CERTIFICATION AND RECOGNITION

A Certification of Registration as a stock broker was granted by SEBI under SEBI Act toLibord Stock Brokers Private Limited (A Subsidiary Company of Libord Finance Limited) toact as a member of the BSE Limited w.e.f. 16.4.2015 in the Cash Segment and 29.12.2015 inthe Futures & Options Currency Derivatives & New Debt Segment. This Company hasmade an application for membership in the NSE in order to expand its operations acrossall segments which is under process. The other subsidiary LCBPL has made applications inthe MCX for membership which is under process.

30. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.

The details of the investments made by Company is given in the notes to the financialstatements.

31. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity Shares are listed at BSE Ltd. Mumbai. The Listing Fee for theYear under review has been paid to the BSE Ltd timely.

32. PERSONNEL

The information required to be disclosed in the Directors' Report pursuant to Section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 is set out as an Annexure to the Report.

33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY

Not Applicable.

(B) TECHNOLOGY ABSORPTION

Not Applicable.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars For the year ended March 31 2017 For the year ended March 31 2016
Foreign Exchange Earnings NIL NIL
Foreign Exchange outgo NIL NIL

34. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable contribution made bythe staff members of the Company. Your Directors wish to place on record theirappreciation for the active support given by Banks Investors Shareholders BrokersEmployees and Customers.

By the Order of the Board
Dr. (Mrs.) Vandna Lalit Dangi Nawal Agrawal
Place : Mumbai Managing Director Chief Financial Officer
Date : 15.05.2017 DIN: 00886496 DIN: 01753155

Annexure - A

To

The Members Libord Finance Limited 104 M.K. Bhawan 300 Shahid Bhagat Singh RoadFort Market Mumbai 400001

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

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

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

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

4. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

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

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

For Kamlesh Jain & Associates

Company Secretaries

Kamlesh Jain

Proprietor

ACS-14068

CP No.- 14577

Place: Mumbai

Date: 09th May 2017

Annexure III - Refer Clause 13 of the Directors' Report

FORM AOC 1

Statement of Salient Features of The Financial Statement Of Subsidiaries &Associate Companies

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of theCompanies (Accounts) Rules 2014)

Part A: Subsidiaries*

(Amounts in Indian Rupee)

S. N. Particulars Details Details
01. Name Of The Subsidiary Company Libord Stock Brokers Libord Commodities
Private Limited Brokers Pvt. Ltd.#
02. The Financial year of the Subsidiary ended on 31.03.2017 31.03.2017
03. Share Capital 29313200 10500000
04. Reserves & Surplus 176621 (42219)
05. Total Assets 29609279 10479031
06. Total Liabilities (Excluding Share Capital and Reserves and Surplus) 119458 21250
07. Investments 2403418 -
08. Turnover 2085735 35545
09. Profit Before Taxation 91123 13022
10. Total Tax Expense 37615 4020
11. Profit After Taxation 53508 9002
12. Proposed Dividend Nil Nil
13. % of Shareholding 99.273% 98.095%

* None of the Subsidiaries have been liquidated during the year

# This Subsidiary was created during this Financial Year

Part B: Associate Companies

S. N. Particulars Details
1. Name of Associate Company Libord Advisors Private Ltd
2. Latest Audited Balance Sheet Date 31.03.2017
3. Shares of LAPL held by the Company on Year end
- Amount of Investment in LAPL Rs 24970000
- Extent of Holding 46.29%
4. Description of how there is significant influence N.A.
5. Reason why LAPL is not consolidated Shareholding being less than 51% - not a Subsidiary
6. Networth Attributable to Shareholding as per latest audited Balance Sheet Rs 28895883
7. Profit/Loss for the Year Rs 3091061
- Considered in Consolidation Rs 1430919
- Not considered in consolidation Rs 1660142

 

For Amar Bafna & Associates For & on behalf of Board.
Chartered Accountants
FRN No. 114854W Mrs. Vandna Dangi - Managing Director
Mr. Romil Y Choksey - Director
Amar Bafna Mr. Nawal Agrawal - Chief Financial Officer
Partner
Membership No. 048639
Place: Mumbai Place: Mumbai
Date: 27.4.2017 Date: 27.4.2017

Annexure IV - Remuneration Policy of Libord Finance Ltd

The remuneration policy of directors Key Managerial Personnel ("KMP") andall other employees at Libord Finance Limited is based on the philosophy of fostering aculture of leadership with trust. This remuneration policy has been prepared pursuant tothe provisions of Section 178(3) of the Companies Act 2013 ("Act") and

Clause 49(IV)(B)(1) of the Equity Listing Agreement ("Listing Agreement"). Incase of any inconsistency between the provisions of law and this remuneration policy theprovisions of the law shall prevail and the company shall abide by the applicable law.While formulating this policy the Nomination and Remuneration Committee ("NRC")has considered the factors laid down under Section 178(4) of the Act which are as under:

(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully

(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and

(c) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals

The Key principles governing this remuneration policy are as follows:

Remuneration for independent directors and non-independent non-executive directors

Independent directors ("ID") and non-independent non-executive directors("NED") may be paid sitting fees (for attending the meetings of the Board and ofcommittees of which they may be members) and commission within regulatory limits.

Within the parameters prescribed by law the payment of sitting fees and commissionwill be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) should be reasonable and sufficientto attract retain and motivate directors aligned to the requirements of the company(taking into consideration the challenges faced by the company and its future growthimperatives).

Overall remuneration should be reflective of size of the company complexity of thesector/ industry/ company's operations and the company's capacity to pay the remuneration.

Overall remuneration practices should be consistent with recognized best practices.

Quantum of sitting fees may be subject to review on a periodic basis as required.

The aggregate commission if any payable to all the NEDs and IDs will be recommendedby the NRC to the Board based on company performance profits return to investorsshareholder value creation and any other significant qualitative parameters as may bedecided by the Board.

In addition to the sitting fees and commission the Company may pay to any directorsuch fair and reasonable expenditure as may have been incurred by the director whileperforming his/ her role as a director of the company. This could include reasonableexpenditure incurred by the director for attending Board/ Board Committee meetings andgeneral meetings.

Remuneration payable to Director for services rendered in other capacity

The remuneration payable to the Directors shall be inclusive of any remunerationpayable for services rendered by such director in any other capacity unless the servicesrendered are of a professional nature and The NRC is of the opinion that the directorpossesses requisite qualification for the practice of the profession.

Remuneration for Managing Director ("MD") / Executive Directors("ED")/ KMP/ rest of the employees

The extent of overall remuneration should be sufficient to attract and retain talentedand qualified individuals suitable for every role.

Hence remuneration should be

(a) Market competitive (market for every role is defined as companies from which theCompany attracts talent or companies to which the company loses talent).

(b) Driven by the role played by the individual it should be reflective of size of thecompany complexity of the sector/industry/ company's operations and the company'scapacity to pay and

(c) Consistent with recognized best practices and aligned to any regulatoryrequirements.

Remuneration mix or composition

The remuneration mix for the MD/ EDs is as per the contract approved by theshareholders.

In case of any change the same would require the approval of the shareholders.

Basic/ fixed salary is provided to all employees to ensure that there is a steadyincome in line with their skills and experience.

In addition to the basic/fixed salary the company provides employees with certainperquisites allowances and benefits where possible.

Policy Implementation

The NRC is responsible for recommending the remuneration policy to the Board. The Boardis responsible for approving and overseeing implementation of the remuneration policy.