THE MEMBERS of PARTH ALLUMINIUM LIMITED
Your directors have pleasure in presenting 25th Annual Report of the Companytogether with audited statements of accounts for the Period ended on 31stMarch 2016.
During the year under review your Company has achieved a total sale of Rs.31.61 lacsyet the amount of the profit from the operations is not remarkable. However yourdirectors are optimistic about the future growth and performance of the Company.
The details of the financial results are as under:
| || ||(Rs. in lacs) |
|PARTICULARS ||F.Y2015-2016 ||F.Y 2014-2015 |
|Net Sales ||31.61 ||55.15 |
|Other Income ||10.97 ||10.82 |
|Total Income (Net) ||42.58 ||65.97 |
|Total Expenditure(Excluding Depreciation) ||40.74 ||63.11 |
|Gross Profit/(Loss) ||1.84 ||2.86 |
|Less: Depreciation ||1.63 ||2.34 |
|Provision for Taxation/Tax Expense ||0.05 ||0.22 |
|Deferred Tax ||(0.07) ||(0.21) |
|Extra Ordinary Items ||- ||- |
|Profit/ (Loss) after Tax ||0.23 ||0.51 |
Since the Company has not earned sufficient profits during the year ended on 31stMarch 2016.Hence the Board of Directors has not recommended any dividend for the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.
TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to reserves.
CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no change in the nature of the business of the Company.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
SCHEME OF CAPITAL REDUCTION
During the year under review the scheme of capital reduction of the Company wasconfirmed/approved by the Hon'ble High Court of Gujarat vide its order no. O/1409/2016dated 6th January2016 and pursuant to the same the Board filed the said orderwith the office of Registrar of Companies Gujarat on 21/01/2016 and the scheme becameeffective w.e.f. 01/04/2015 (Appointed date).
On the scheme being effective the Board in its meeting held on 01st March2016 issued and allotted 4 (Four) Equity Share of Rs.10/- (Rupees Ten Only) each fullypaid up against every 10 (Ten) Equity Shares of Rs.10/- (Rupees Ten Only) each fully paidto the Shareholders whose name appears on the register of members as on the record datei.e. 18th February 2016.
The Board would like to inform you that the corporate action for effecting the capitalreduction in NSDL as well as CDSL has been executed and the shares have also been creditedin the respective beneficiaries accounts. Further the Physical share certificates tothose shareholders who were holding shares in physical form as on the record date has alsobeen dispatched to the shareholders by registered post.
BOARD OF DIRECTORS:
a) Composition of Board
|Name of Directors ||Designation ||Category ||No. of Board Meeting held during the year ||No. of Board Meeting attended during the year |
|Mr. Rameshlal B. Ambwani ||Chairman & Director ||Promoter Non-Executive ||5 ||5 |
|Mr. Chanderlal B. Ambwani* ||Managing Director ||Promoter Executive ||5 ||3 |
|Mr. Jaikishan Ambwani** ||Managing Director ||Promoter Executive ||- ||- |
|Mrs. Sarla Jaikishan Ambwani ||Director ||Promoter Non-Executive ||5 ||5 |
|Mr. Prakash U. Tekwani ||Director ||Independent ||5 ||4 |
|Mr. Alpeshkumar M. Patel ||Director ||Independent ||5 ||5 |
|Mr. Nandubhai S. Patel# ||Director ||Independent ||5 ||3 |
|Mr. Dilip Shah## ||Additional Director ||Independent ||- ||- |
** Mr. Jaikishan Ambwani appointed as Managing Director of the Company w.e.f 12.08.2016
* Mr. Chanderlal Ambwani resigned from the directorship and from the post of ManagingDirector w.e.f 12.08.2016
# Mr. Nandubhai Patel resigned as a director of the Company w.e.f. 12.08.2016
## Mr. Dilip Shah appointed as an additional director under the category of Independentw.e.f 12.08.2016 b) Changes in the Board during the year:
During the year under review neither additional directors nor any alternate directorswere appointed.
It is to be noted that the Board of Directors in their meeting held on 12thAugust 2016 approved the resignation of Mr. Nandubhai Patel (DIN: 03056816) Independentdirector of the Company. The Board in the said meeting also appointed Mr. Dilip Shah as anadditional director under the category of Independent director of the Company w.e.f12.08.2016. c) Retirement by rotation:
As per the provisions of Section 152 of the Companies Act 2013 Mrs. Sarla Ambwani(DIN: 06712878)) is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for reappointment. Your Directors recommend herreappointment.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors duly met Five (5) times on 28/05/2015 14/08/2015 14/11/201530/01/2016 and 01/03/ 2016 in respect of said meetings proper notices were given andproceedings were properly recorded and signed in the Minute Book maintained for thepurpose.
KEY MANAGERIAL PERSONNEL
During the year under review Ms. Mauli S. Bhatt resigned from the post of CompanySecretary and Compliance Officer of the Company w.e.f 30th January 2016.
Further the Board of Directors in their meeting held on 12th April 2016appointed Ms. Barkha B. Deshmukh Associate Company Secretary as the Company Secretary& Compliance Officer of the Company in place of Ms. Mauli S. Bhatt who has resignedfrom the post of Company Secretary and Compliance Officer to fill the casual vacancycaused in the office of Company secretary.
The Board of Directors in its meeting held on 12.08.2016 accepted the resignation ofMr. Chanderlal B. Ambwani (DIN: 01390563) from the post of Managing Director of theCompany. Further pursuant to the provisions of section 152161196197 and 203 of theCompanies Act2013 the Board in the said meeting appointed Mr. Jaikishan Ambwani (DIN:03592680) as a Managing director of the Company for a period of five(5) years w.e.f12.08.2016 subject to the approval of the shareholders of the Company.
DECLARATIONS BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.
STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: i. In the preparation of the annual accounts the applicable accountingstandards have been followed. ii. The directors had 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. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.iv. The directors had prepared the annual accounts on a going concern basis. v. Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. vi. Thedirectors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.
M/s. R. K. Mansharamani & Co. Chartered Accountants the Statutory Auditors of theCompany were reappointed at the 24th Annual General Meeting held on 22ndSeptember 2015 to hold office from the conclusion of Twenty Fourth (24th) Annual GeneralMeeting (AGM) till the conclusion of 29th Annual General Meeting to be held inthe year 2020 (subject to ratification of their appointment at every AGM).
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s. R. K. Mansharamani & Co. CharteredAccountants as the Statutory Auditors of the Company.
The consent of M/s. R. K. Mansharamani & Co. Chartered Accountants along withcertificate under Section 139 of the Act has been obtained to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company.
There are no qualifications reservations or adverse remarks made by M/s. R. K.Mansharamani & Co. Chartered Accountants the Statutory Auditors of the Company intheir report. The observations made by the Statutory Auditors in their report for thefinancial period ended 31st March 2016 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
M/s. Khandelwal Devesh & Associates Company Secretaries Ahmedabad were appointedas Secretarial Auditor of the Company to conduct secretarial audit pursuant to theprovisions of Section 204 of the Companies Act 2013. The secretarial audit of the Companyhas been conducted on a concurrent basis in respect of the matters as set out in the saidrules and Secretarial Audit Report given by M/s. Khandelwal Devesh & AssociatesCompany Secretaries Secretarial Auditor of the Company forms part of this report and ismarked as Annexure-"A".
There are no qualifications reservations or adverse remarks made by M/s. KhandelwalDevesh & Associates Company Secretaries Secretarial Auditor of the Company in theirreport.
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY
The SEBI vide its order No.WTM/RKA/MIRSD2/41/2016 dated 22nd March 2016 has advisedall the clients of the Sharepro Services (India) Private Limited (hereinafter referred toas "Sharepro") to carry out/switch over the activities related to Registrar andShare Transfer Agent due to certain irregularities and hence the Company has terminatedits services with Sharepro.
The Board of Directors of the company at their meeting held on 24th May 2016approved the appointment of M/S Bigshare Services Private Limited in place of M/s ShareproServices (India) Private Limited. The Bigshare Services Private Limited will act as CommonShare Registry of the Company w.e.f 15th July 2016.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy : Nil
ii. the steps taken by the company for utilising alternate sources of energy : None
iii. the capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption : None
ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None
iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
a) the details of technology imported : None
b) the year of import : N.A.
c) whether the technology been fully absorbed : N.A.
d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.
e) the expenditure incurred on Research and Development : Nil
C. There was no foreign exchange inflow or Outflow during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review the Company has entered into any contracts orarrangements with related parties. The particulars of Contracts or Arrangements made withrelated parties required to be furnished under section 134(3) are disclosed in theprescribed form (Form AOC-2) which is attached to this Report as Annexure- "B".
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 isappended here in Annexure "C" to this Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.
Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby disclose the composition of the Audit Committee and other relevant matters asunder: The Audit Committee comprises:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Prakash Tekwani ||Chairman ||Independent Director ||4 ||4 |
|2. ||Alpeshkumar Patel ||Member ||Independent Director ||4 ||4 |
|3. ||Chanderlal B. Ambwani* ||Member ||Promoter Executive ||4 ||3 |
|4. ||Rameshlal B. Ambwani** ||Member ||Promoter Non-Executive ||- ||- |
* Chanderlal B. Ambwani was member upto 12.08.2016.
** Rameshlal B. Ambwani inducted as member w.e.f 12.08.2016
Further the Committee was re-constituted w.e.f 12.08.2016 due to resignation of Mr.Chanderlal B. Ambwani member of the Committee.
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
During the financial year ended on 31st March 2016 the Audit Committee metFour times on 28/05/2015 14/08/ 2015 14/11/2015 and 30/01/2016.
VIGIL MECHANISM/WHISTLER BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.
The said policy is also available on the website of the Company atwww.parthalluminium.com
NOMINATION AND REMUNERATION COMMITTEE:
The composition of the Committee is as under:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Mr. Prakash Tekwani ||Chairman ||Independent Director ||1 ||1 |
|2. ||Mrs. Sarla Jaikishan Ambwani ||Member ||Non Independent Director ||1 ||1 |
|3. ||Mr. Alpeshkumar M. Patel ||Member ||Independent Director ||1 ||1 |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis furnished in Annexure- "D" and is attached to this report.
During the year one meeting of the Committee was held on 28.05.2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder's Relationship Committee comprises of the following members:
|Sr. No. ||Name of the Member ||Designation ||Category |
|1. ||Mr. Alpeshkumar M. Patel ||Chairman ||Independent Director |
|2. ||Mr. Prakash Tekwani ||Member ||Independent Director |
|3. ||Mr. Rameshlal Ambwani ||Member ||Promoter Non-Executive Director |
Details of Investor's grievances/ Complaints:
All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2016 are NIL.
There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2016.
Compliance Officer :
The Compliance officer of the Company is Ms. Barkha Deshmukh w.e.f 12.04.2016 who isalso designated as Company Secretary of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate and the date of this report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material order was passed by regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report.
The Company expects to announce the unaudited/audited quarterly results for the year2016-17 as per the following schedule:
|First quarter ||: ||2nd week of August 2016 |
|Half-yearly results ||: ||2nd week of November 2016 |
|Third quarter ||: ||2nd Week of February 2017 |
|Yearly Results ||: ||By end of May 2017 |
To effect the capital reduction of the Company BSE Ltd (the stock exchange) suspendedthe trading of securities of the Company from 17th February 2016 (Ex RecordDate) for procedural reason.
Further on completion of requisite procedures/formalities to effect the capitalreduction of the Company and submissions of required documents to BSE Ltd. (the stockexchange) BSE Ltd. issued trading notice on 01st August 2016 and permitted totrade the equity shares of the company w.e.f. 3rd August 2016.
As on the date of this report the shares of the Company are listed on Bombay StockExchange Limited (BSE) and the Company has paid the annual listing fees for the year2015-16.
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Rameshlal B. Ambwani |
|Place : Ahmedabad ||Chairman & Director |
|Date : 12.08.2016 ||(DIN: 02427779) |
Annexure-"B" 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 transaction under third proviso thereto.
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
1. Details of Contracts or arrangements or transactions not at arm's Length basis
|Sr. No. ||Name(s) of the related party and nature of relationship ||Nature of Contracts/ Arrangements/ Transactions ||Duration of The Contracts/ Arrangements / Transactions ||Salient terms of the contracts or arrangements or transactions including the value if any ||Justification for entering into such contracts or arrangements or transactions ||Date(s) of approval by the Board ||Amount paid as advances if any: ||Date on which the special resolution was passed in general meeting as required under first proviso to section 188 |
| ||(a) ||(b) ||(c) ||(d) ||(e) ||(f) ||(g) ||(h) |
| || || || ||NIL || || || || |
2. Details of contracts or arrangements or transactions at Arm's length basis
|Sr. No. ||Name(s) of the related party and nature of relationship ||Nature of Contracts/ Arrangements / Transactions ||Duration of The Contracts/ Arrangements / Transactions ||Salient terms of the contracts or arrangements or transactions including the value if any ||Date(s) of approval by the Board ||Amount paid as advances if any: |
| ||(a) ||(b) ||(c) ||(d) ||(e) ||(f) |
|1. ||Rameshlal B. Ambwani (Director) Seema Ambwani (Relative of Director) ||Rent Paid ||On yearly basis ||Rs.180000/- ||11/08/2014 ||- |
| || || ||with terms of renewal ||paid to Mr. Rameshlal B. Ambwani and Rs.120000/- to Mrs. Seema Ambwani towards rent || || |
|2. ||Maitri Interior Projects Private Ltd (Rameshlal B.Ambwani Director of the Company is Director in Maitri Interior Projects Pvt.Ltd.) ||Sale of goods ||On yearly basis with terms of renewal ||Receipt of Rs.2921482/- towards sale of goods ||11/08/2014 ||- |
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Rameshlal B. Ambwani |
|Place : Ahmedabad ||Chairman |
|Date : 12.08.2016 ||(DIN: 02427779) |
NOMINATION AND REMUNERATION POLICY
In pursuance to the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors key managerial personnel andemployees of the Company to harmonise the aspirations of human resources consistent withthe goals of the company and in terms of the provisions of the Companies Act 2013 thispolicy on Nomination and Remuneration of directors Key Managerial Personnel (KMP) andSenior Management has been formulated by the Nomination and Remuneration Committee(NRC")and approved by the Board of Directors of the Company.
CONSTITUTION OF COMMITTEE
The Board of Directors of Parth Alluminium Limited ("the Company")constituted the "Nomination and Remuneration Committee" consisting of three (3)Non-Executive Directors of which majority are Independent Directors in accordance with theprovisions of Section 178 of the Companies Act 2013.
The key objectives of the Committee would be: a) To guide the Board in relation toappointment and removal of Directors Key Managerial Personnel and Senior Management. b)Formulate the criteria for determining qualifications positive attributes independenceof a Director and policy relating to remuneration for Directors Key Managerial Personneland other employees c) To evaluate the performance of the members of the Board and providenecessary report to the Board for further evaluation of the Board. d) To recommend to theBoard on Remuneration payable to the Directors Key Managerial Personnel and SeniorManagement e) To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany's operations. f) To retain motivate and promote talent and to ensure long termsustainability of talented managerial persons and create competitive advantage g) Todevelop a succession plan for the Board and to regularly review the plan.
"Act" means the Companies Act 2013 and Rules framed thereunder as amendedfrom time to time. "Board" means Board of Directors of the Company.
"Directors" mean Directors of the Company. "Key ManagerialPersonnel" means a) Chief Executive Officer or the Managing Director or the Manager;b) Whole-time director; c) Chief Financial Officer; d) Company Secretary; and e) suchother officer as may be prescribed.
"Senior Management" means personnel of the company who are members of itscore management team excluding the Board of Directors including Functional Heads.
Policy for appointment and removal of Director KMP and Senior Management A.Appointment criteria and qualifications
I. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
II. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
III. The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.
B. Term / Tenure
Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on October1 2014 or such other date as may be determined by the Committee as per regulatoryrequirement; he/ she shall be eligible for appointment for one more term of 5 years only.
- 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.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel
The remuneration / compensation / commission etc. to the Whole-time Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
While determining the remuneration of Executive Directors and Key Managerial Personnelthe Committee shall consider following factors: i) Industry standards if the data in thisregard is available. ii) The job description. iii) Qualification and experience level ofthe candidate.
The remuneration payable to the Executive Directors including the value of theperquisites shall not exceed the permissible limits as are mentioned within theprovisions of the Companies Act 2013. They shall not be eligible for any sitting fees forattending any meetings.
The Non-Executive Directors shall not be eligible to receive any remuneration/ salaryfrom the Company. However the Non-Executive Directors shall be paid sitting fees forattending the meeting of the Board or committees thereof and commission as may be decidedby the Board/ Shareholders from time to time presently the Company is not paying anysitting fee. They shall also be eligible for reimbursement of out of pocket expenses forattending Board/ Committee Meetings.
DUTIES IN RELATION TO NOMINATION MATTERS
The duties of the Committee in relation to nomination matters include:
a) Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;
b) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;
c) Determining the appropriate size diversity and composition of the Board;
d) Evaluating the performance of the Board members and Senior Management in the contextof the Company's performance from business and compliance perspective;
e) 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.
f) Delegating any of its powers to one or more of its members or the Secretary of theCommittee;
g) Recommend any necessary changes to the Board; and
DUTIES IN RELATION TO REMUNERATION MATTERS:
The duties of the Committee in relation to remuneration matters include:
To consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.
REVIEW AND AMENDMENTS:
i. The NRC or the Board may review the Policy as and when it deems necessary.
ii. The NRC may issue guidelines procedures formats reporting mechanism and manualin supplement and better implementation to this policy if it thinks necessary.
iii. This Policy may be amended or substituted by the NRC or by the Board and as whenrequired and also by the Compliance Officer where there is any statutory changenecessitating the change in the policy.