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Monte Carlo Fashions Ltd.

BSE: 538836 Sector: Industrials
NSE: MONTECARLO ISIN Code: INE950M01013
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OPEN 575.00
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VOLUME 1095
52-Week high 664.00
52-Week low 370.00
P/E 19.93
Mkt Cap.(Rs cr) 1,225
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Sell Price 0.00
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OPEN 575.00
CLOSE 565.05
VOLUME 1095
52-Week high 664.00
52-Week low 370.00
P/E 19.93
Mkt Cap.(Rs cr) 1,225
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Monte Carlo Fashions Ltd. (MONTECARLO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Eighth (8th) Annual Report of theCompany along with the Audited Financial Statements for the year ended March 31 2016.

FINANCIAL SUMMARY

Financial Results for the year under review are summarized below:

(Rs in Lacs)
PARTICULARS Current Year Previous Year
2015-2016 2014-2015
Revenue from operations 62153.05 58257.70
Other Income 1390.97 1895.32
Total Revenue 63544.02 60153.02
Profit before Tax Financial Charges Depreciation and Amortization Expenses & Corporate Social Responsibility Expenditure 13723.04 14192.67
Financial Charges 1624.06 1707.77
Profit before Tax Depreciation and Amortization Expenses & Corporate Social Responsibility Expenditure 12098.98 12484.90
Depreciation & Amortization 2927.10 3340.34
Profit Before Corporate Social Responsibility Expenses and Tax 9171.88 9144.56
Corporate Social Responsibility Expenditure 161.64 --
Profit before Tax 9010.24 9144.56
Tax Expenses/ Adjustment
1. Current Tax 3432.78 3479.82
2. Deferred Tax (261.65) (312.20)
3. Adjustment for the earlier year (54.73) Nil
Amount Available for Appropriation 5893.84 5976.94
Appropriations
Transfer to Special Reserve 1768.15 1793.08
Dividend 2173.21 2173.21
Tax on Proposed Dividend 452.19 444.96
Transfer to General Reserve 1406.45 1488.75
Earnings Per Share (Rs.)
Basic 27.12 27.50
Diluted 27.12 27.50
Dividend Per Share (Rs.) 10.00 10.00

OPERATIONAL REVIEW

The Company has delivered a decent Financial and Operating performance for theFinancial Year 2015-16 by achieving a growth of 6.70% in the Revenue from Operations whichstood at Rs.62153.05 Lacs as compared to Rs.58257.70 Lacs in the previous year. Howeveryour Company’s Profit before financial charges depreciation amortization corporatesocial responsibility expenditure and tax fell by 3.31% from Rs.14192.67 Lacs for theyear ended March 31 2015 to Rs.13723.04 Lacs for the year ended March 31 2016 mainly onaccount of fall in other income from Rs.1895.32 Lacs to Rs.1390.97 lacs and increase inadvertisement expenditure from Rs. 2697.52 Lacs to Rs. 3442.13 Lacs.

SHARE CAPITAL

During the year under review there was no change in the Company’s IssuedSubscribed and Paid-up Equity Share Capital. As at 31st March 2016 theIssued Subscribed and Paid-up Equity Share Capital of the Company stood at Rs.2173.21Lacs divided into 21732064 Equity Shares of Rs.10/- each.

DIVIDEND

During the Financial Year 2015-2016 the Company has earned a Net Profit of`5893.84Lacs. Your Directors have recommended 100% dividend amounting to Rs.10/- per Equity Sharein its meeting held on May 30 2016 subject to the approval of members at the ensuingAnnual General Meeting.

TRANSFER TO RESERVES

The Company has earned a total profit after tax of Rs.5893.84 Lacs out of which a sumof Rs.1768.15 Lacs (30% of the profit after tax) has been transferred to Special Reservemaintained for the purpose of future expansions and acquisitions. Your Company hastransferred a sum of Rs.1406.45 Lacs to the General Reserve out of the profits availablefor appropriation after making a provision for dividend amounting to Rs.2625.40 Lacs(inclusive of dividend distribution tax).

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company i.e. 31 stMarch 2016 and the date of this report.

PUBLIC DEPOSIT

During the year under review your Company has not accepted any deposits as envisagedunder Section 73 of the Companies Act 2013 and rules made there under.

SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company does not have any Subsidiary Joint Ventures or Associate Company.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNELS

The Board of Directors consists of 13 (Thirteen) Directors including a Chairman &Managing Director 3 (Three) Executive Directors 2 (Two) Non Executive Non IndependentDirectors and 7 (Seven) Independent Directors. In terms of the provision of Section 149 ofthe Companies Act 2013 and Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") your company have 3(Three) Women Directors on the Board namely Smt. Ruchika Oswal (DIN:00565979) Smt. MonicaOswal (DIN:00566052) and Dr. Manisha Gupta (DIN:06910242).

The Board of Directors consists of a balanced profile of members having specializationin different fields address various business needs of the Company while placing verystrong emphasis on corporate governance.

Directors

During the year under review Dr. Vandana Bhandari (DIN: 06841653) IndependentDirector of the Company had resigned from the Directorship w.e.f. 09.11.2015. The Boardplaced on record the valuable services rendered by Dr. Vandana Bhandari during her tenureand expressed its deep sense of appreciation and gratitude for the same. However theBoard in its meeting held on 01.02.2016 has appointed Dr. Amrik Singh Sohi (DIN: 03575022)as an Additional Director (Independent) in her place. Also Sh. Alok Kumar Misra (DIN:00163959) has been appointed as an Additional Director (Independent) in the Board meetingheld on 09.08.2016. Both the Directors will hold office for a period of three years fromthe date of their appointments subject to the approval of the members in the ensuingAnnual General Meeting (AGM).

Re-appointment of Chairman & Managing Director and Executive Directors

At the 3rd AGM of the Company Sh. Jawahar Lal Oswal was appointed asChairman & Managing Director for a period of five years w.e.f 10.08.2011. Also Smt.Ruchika Oswal and Smt. Monica Oswal were appointed as Executive Directors of the Companyfor a period of five years w.e.f 10.08.2011.Considering their valuable contribution to thegrowth of the Company during their tenure the Nomination and Remuneration Committee haverecommended the re-appointment of Sh. Jawahar Lal Oswal as Chairman & ManagingDirector Smt. Ruchika Oswal and Smt. Monica Oswal as Executive Directors to the Board andthe Board thereafter in its meeting held on 09.08.2016 have re-appointed them for anotherterm of 5 years commencing from 10.08.2016 subject to the approval of the members in theensuing Annual General Meeting (AGM).

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Sh.Paurush Roy (DIN: 03038347) and Sh. Sandeep Jain (DIN-00565760) Directors of the Companybeing longest in the office since their last appointments shall retire at the forthcomingAnnual General Meeting and being eligible offers themselves for re-appointment on thesame terms and conditions on which they were appointed.

In compliance with Reg 36(3) of Listing Regulations brief resumes of all the Directorsproposed to be appointed / reappointed are attached along with the Notice calling theensuing Annual General Meeting.

Declaration from Independent Directors

In terms of Section 149(7) of the Companies Act 2013 the Company had receivednecessary declaration from all the Independent Directors of the Company confirming thatthey meet the criteria of independence laid down in Section 149(6)

Key Managerial Personnel (KMP’s)

During the year under review the Board of Directors in their meeting held on01.02.2016 has accepted the resignation of Sh. Sarweshwer Arora who was earlierre-designated by the Board as Chief Financial Officer of the Company in its meeting heldon 06.08.2015. However the Board in its meeting held on 30.05.2016 has appointed Sh.Raman Kumar V.P. Finance & Accounts of the Company as Chief Financial Officer (KeyManagerial Personnel) of the Company in terms of the Companies Act 2013.

The following Directors/Executives of your Company are Whole-Time Key ManagerialPersonnel (KMP’s) as on March 31 2016 in accordance with the provisions of Section203 of the Companies Act 2013 and rules made there under.

Names of KMP’s Designation
Sh. Jawahar Lal Oswal Chairman & Managing Director
Sh. Sandeep Jain Executive Director
Smt. Ruchika Oswal Executive Director
Smt. Monica Oswal Executive Director
Sh. Raman Kumar Chief Financial Officer
Sh. Sahil Jain Company Secretary

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on policy and strategy apartfrom other business discussions. However in case of a special and urgent business needthe Board’s approval is taken by passing resolutions through circulation aspermitted by law which is confirmed in the subsequent Board Meeting.

During the Financial Year 2015-2016 the Board met on 4 (Four) occasions viz. May 302015 August 06 2015 November 09 2015 and February 01 2016. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.

COMMITTEES OF THE BOARD

The Company has constituted the following committees in compliance with the CompaniesAct 2013 and the Listing Regulations (erstwhile Listing Agreement):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee and

4. Corporate Social Responsibility Committee.

Apart from the aforesaid Committees of the Board the Company has also constitutedShare Transfer Committee. All these Committees have been established as a part of the bestcorporate governance practices. There have been no situations where the Board has notaccepted any recommendation of the aforesaid Committees. The details in respect to theCompositions Powers Roles and Terms of Reference etc. of these committees are providedin the Corporate Governance Report forming part of this Report.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance that of its committees and individual directors.Further the Independent Directors of the Company met once during the year on February 012016 to review the performance of the Non-Independent Directors Chairman of the Companyand performance of the Board as a whole. Composition of Board / Committees Quality andtimely flow of information frequency of meetings and level of participation indiscussions were some of the parameters considered during the evaluation process.

DIRECTOR’S RESPONSIBILITY STATEMENT

In Compliance of Section 134(3)(c) of the Companies Act 2013 it is hereby confirmedthat:

a) In the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls compliance systems establishedand maintained by the Company work performed by the Internal Auditors Statutory Auditorsand Secretarial Auditor and also the external Consultants including audit of internalfinancial controls over financial reporting by the Statutory Auditors and the reviewsperformed by the management and the Audit Committee the Board is of the opinion that theCompany’s internal financial controls were adequate and effective during FinancialYear 2015-16.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy has been adopted which lays down a framework forthe appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. This policy also lays down criteria for determiningqualifications positive attributes independence of director and other matters providedunder sub section (3) of section 178 of the Companies Act 2013. The Nomination andRemuneration Policy is elaborated in Annexure A enclosed with this report and canalso be accessed on the website of the Company i.e www.montecarlocorporate.com.

BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013 your management at regularintervals evaluates the various risks faced by the Company which could affect its businessoperations or threaten its existence. Major risks identifiedby the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has constituted a Vigil Mechanism/ Whistle Blower Policy to report genuineconcerns about unethical behaviour actual or suspected fraud or violation ofCompany’s code of conduct. The details of the same are explained in the CorporateGovernance Report and the said policy is also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has adopted a Corporate Social Responsibility (CSR) Policy as recommended bythe CSR Committee constituted by the Board for the purpose and for future implementationof its CSR activities. The Company along with other Group Companies under one umbrella i.eOswal Foundation is committed to certain CSR initiatives in the fields of Medical Reliefand Research Environmental Sustainability Education and Social Upliftment etc. The saidpolicy has also been posted on the website of the Company athttp://www.montecarlocorporate.com/pdf/Corporate-Social-Responsibility-Policy.pdf. TheAnnual Report on CSR activities as required under Companies (Corporate SocialResponsibility) Rules 2014 including a brief outline of the Company’s CSR Policy isset out as Annexure-B forming part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC-2 is enclosed as Annexure-C. Further there are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

Prior approval of the Audit Committee was obtained for all the transactions enteredinto during the year 2015-16 by the Company with its Group Companies. The details of allrelated party transactions are placed before the Audit Committee and Board for its reviewand ratification on quarterly basis. The details of the transactions entered with RelatedParties during the year are provided in the Company’s Financial Statements inaccordance with the relevant Accounting Standard.

Your Company has also framed identification and monitoring of such Policy Related PartyTransactions for purpose of transactions in line with the requirements of the CompaniesAct 2013 and Listing Regulations which can also be accessed from the Company’swebsite at: http://www.montecarlocorporate.com/pdf/RELATED-PARTY-TRANSACTION-POLICY.pdf.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS

The Company has not given any loan guarantee or made any investment covered under theprovisions of Section 186 of the Companies Act 2013. However the detail of investmentsmade by the Company is given in the notes to the Financial Statements.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) read with Rule 12 of Companies(Management and Administration) Rules 2014 the extract of the Annual Return in formMGT-9 is annexed herewith as Annexure-D which forms an integral part of thisreport.

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting of the Members of the Company was held during thefinancial year 2015-2016.

POSTAL BALLOT

During the year under review the Company has conducted Postal Ballot exercise inaccordance with the provisions of the Companies Act 2013 and erstwhile Listing Agreementfor the purpose of amendment/alteration of Memorandum & Articles of Association andadoption of new set of Articles of Association of the Company. The details of the same tobe provided as envisaged in the Listing Regulations are mentioned in the CorporateGovernance Section forming part of this Annual Report.

INTERNAL CONTROL SYSTEM & ITS ADEQUACY

Your Company has developed a well defined internal control system commensurate with thesize scale and complexity of its operations and which is constantly assessed andstrengthened with new/ revised standard operating procedures. The internal audit functionis entrusted to M/s Gupta Vigg & Co. Chartered Accountants who were appointed asInternal Auditor by the Board in terms of Section 138 of the Companies Act 2013 and rulesmade there under. The Internal Auditors monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Significant auditobservations are presented to the Audit Committee and the Committee thereafter reviews theadequacy and effectiveness of the internal control systems and suggests various measuresto improve and strengthen the same.

CORPORATE GOVERNANCE

The Company is committed to adhere the best corporate governance practices. A separatesection on Corporate Governance Practicing Company Secretary confirming compliance withthe requirements of Regulation 34(3) and a Certificate read with Schedule V of ListingRegulations forms part of the Annual Report.

AUDITORS

Statutory Auditor & Auditor’s Report

M/s Walker Chandiok & Co. LLP (Firm Registration No: 001067N / N500013) CharteredAccountants were appointed as Statutory Auditors of the Company in the 7thAnnual General Meeting to hold office up to the conclusion of the 12th AnnualGeneral Meeting subject to ratification by shareholders each year. Accordingly the Boardof Directors based on the recommendation of the Audit Committee has proposed theratification of appointment of M/s Walker Chandiok & Co. LLP as the StatutoryAuditors by the shareholders of the Company to hold the office from the conclusion of theforthcoming Annual General Meeting till the conclusion of 9th Annual GeneralMeeting of the Company.

The Company has obtained from Auditors a written consent and certificate as requiredunder the Section 139 of the Companies Act 2013 to the effect that their reappointmentif made would be within the limits and in accordance with the criteria specified underSection 141 of the Companies Act 2013.

The Auditor’s Report on the Accounts of the Company for the year under review isself explanatory and requires no in the report comments. There are no adversere marks orqualification that calls for Board’s explanation. Further there are no fraudsreported by the Auditors under Section 143(12) other than those that are reportable tothe Central Government.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s P.S. Dua & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the Financial Year 2015-2016.

The Secretarial Audit Report for the Financial Year 2015-2016 is annexed herewith as Annexure-Eand forms an integral part of this report. Further there are no adverse remarks orqualification in the report that calls for Board’s explanation.

Cost Auditor

In terms of the Companies (Cost Records and Audit) Amendment Rules 2014 the Companyis not covered under the purview of Cost Audit.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on BSE Limited (BSE) and National StockExchange of India Limited (NSE) Mumbai and the listing fees for the Financial Year2016-2017 have been duly paid to both the Stock Exchanges.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2015-16 the company has not received any complaintson the same and hence no complaints remain pending as on 31st March 2016.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (3) read with Schedule V of the Listing Regulations ispresented separately and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and a statement showing the names andother particulars of the employees drawing remuneration in excess of the limits set out inRule 5(2) and 5(3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is annexed hereto as Annexure-F and forms part of thisreport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is given as Annexure-G.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with theworkers and employees at all levels of the organisation. A detailed section on HumanResources/Industrial Relations is provided in the Management Discussion and AnalysisReport which forms part of this Annual Report.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors take this opportunity to express their deep sense of gratitude to allthe Company’s Shareholders Customers Vendors Bankers Financial Institutions andBusiness Associates for their continued support during the year. They also express theirsincere appreciation of the employees at all levels for having risen to meet the severalchallenges encountered and look forward to their valuable support and commitment in thetimes ahead.

NOMINATION & REMUNERATION POLICY

INTRODUCTION:

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Clause 49of the Listing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

OBJECTIVE:

The Key Objectives and purpose of this policy are:

• To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration;

• To evaluate the performance of the members of the Board as well as KeyManagerial and Senior Management Personnel and provide necessary report to the Board forfurther evaluation of the Board.

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

• To devise a policy on Board diversity; and

• To develop a succession plan for the Board and to regularly review the plan.

DEFINITIONS:

Independent Director means a director referred to in Section 149(6) of the Act andthe Clause 49 as amended from time to time.

Key Managerial Personnel (the "KMP") shall mean "Key ManagerialPersonnel" as defined in Section 2(51) of the Act.

Nomination and Remuneration Committee by whatever name called shall mean aCommittee of Board of Directors of the Company constituted in accordance with theprovisions of Section 178 of the Act and the Clause 49.

Remuneration means any money or its equivalent given or passed to any person forservices rendered by him and includes perquisites as defined under the Income-tax Act1961.

Senior Management means personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members of managementone level below the Executive Directors including all functional heads.

Words and expressions used and not defined in this Policy but defined in the Act orany rules framed under the Act or the Securities and Exchange Board of India Act 1992 andRules and Regulations framed there under or in the Clause 49 shall have the meaningsassigned to them therein.

APPLICABILITY:

This policy is applicable to: a) Directors (Executive and Non Executive) b) KeyManagerial Personnel c) Senior Management Personnel

COMPOSITION OF THE COMMITTEE:

The composition of the Nomination & Remuneration Committee is / shall be incompliance with the Act Rules made there under and the Clause 49 as amended from time totime.

ROLE OF THE COMMITTEE:

• To formulate the criteria for determining qualifications positive attributesand independence of a director.

• To formulate the criteria for evaluation of Independent Director and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To devise a policy on Board diversity composition size.

• To develop a succession plan for the Board and to regularly review the plan

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

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

• To develop a succession plan for the Board and to regularly review the plan.

CRITERIA FOR DETERMINING:

(A) QUALIFICATIONS FOR APPOINTMENT OF DIRECTORS (INCLUDING INDEPENDENT DIRECTORS)

• Persons of eminence standing and knowledge with significant achievements inbusiness professions and/or public service;

• Their financial or business literacy/skills;

• Other appropriate qualification/experience to meet the objectives of theCompany;

• As per the applicable provisions of Companies Act 2013 Rules made there underand Clause 49 of Listing Agreement.

The Nomination and Remuneration Committee shall have discretion to consider and fix anyother criteria or norms for selection of the most suitable candidate/s.

(B) POSITIVE ATTRIBUTES OF DIRECTORS (INCLUDING INDEPENDENT DIRECTORS):

• Directors are to demonstrate integrity credibility trustworthiness ability tohandle conflict willingness to address issues proactively;

• Actively update their knowledge and skills with the latest developments in theindustry market conditions and applicable legal provisions;

• Willingness to devote sufficient time and attention to the Company’sbusiness and discharge their responsibilities;

• To assist in bringing independent judgment to bear on the Board’sdeliberations especially on issues of strategy performance risk management resourceskey appointments and standards of conduct;

• Ability to develop a good working relationship with other Board members andcontribute to the Board’s working relationship with the senior management of theCompany;

• To act within their authority assist in protecting the legitimate interests ofthe Company its shareholders and employees;

• Independent Directors to meet the requirements of the Companies Act 2013 readwith the Rules made there under and Clause 49 of the Listing Agreement as amended fromtime to time and shall abide by the "Code for Independent Directors" asspecified in Schedule IV to the Companies Act 2013

(C) APPOINTMENT OF KMP/SENIOR MANAGEMENT

• To possess the required qualifications experience responsibilities;

• To practice and encourage professionalism and transparent working environment;

• To adhere strictly to code of conduct.

REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board on the recommendation of the Nomination and Remuneration Committee reviewsand approves the remuneration payable to the Executive Directors and Key ManagerialPersonnel. The Board and the Committee considers the provisions of the Companies Act2013 the limits approved by the shareholders and the individual and corporate performancein recommending and approving the remuneration to the Executive Directors and KeyManagerial Personnel. Further the Chairman & Managing Director of the Company isauthorized to decide the remuneration of KMP (other than Managing /Executive Director) andSenior Management based on prevailing HR policies of the Company.

The remuneration / sitting fees as the case may be to the Non-Executive / IndependentDirector shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board /shareholders.

REVIEW AND AMENDMENT:

The Nomination & remuneration Committee or the Board may review the policy as andwhen it deems necessary and it may be amend or substitute the same as and when requiredwhere there is any statutory changes necessitating the change in the policy.

For and on behalf of Board of Directors
Jawahar Lal Oswal
Place : Ludhiana Chairman & Managing Director
Date : 09.08.2016 (DIN: 00463866)

ANNEXURE-F TO THE DIRECTOR’S REPORT Disclosure in the Boards’ Report underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment & Remuneration) Rules 2014

1. The percentage increase in remuneration of each Director Chief FinancialOfficer and Company Secretary during the financial year 2015-16 ratio of the remunerationof each Director to the median remuneration of the employees of the Company for thefinancial year 2015-16 are as under:

S.No. Name & Designation of Director / KMP Remuneration for F.Y. 2015-16 % Age increase in the remuneration in the F.Y. 2015-16 Ratio of Remuneration of each director to median remuneration of employees
(Rs. in Lacs)
1. Sh. Jawahar Lal Oswal Nil* - -
Chairman & Mg. Director
2. Sh. Sandeep Jain 150.80 12.39 143.68
Executive Director
3. Smt. Ruchika Oswal 75.90 0.97 72.32
Executive Director
4. Smt. Monica Oswal 75.97 (-)0.48 72.38
Executive Director
5. Sh. Dinesh Gogna 0.40 $ 0.38
Non Executive Director
6. Sh. Paurush Roy Nil* - -
Non Executive Director
7. Dr. Yash Paul Sachdeva 0.40 $ 0.38
Independent Director
8. Dr. Vandana Bhandari Nil $ -
Independent Director
9. Dr. Sailen Kumar Chaudhuri 0.10 $ 0.10
Independent Director
10. Sh. Ajit Singh Chatha 0.20 $ 0.19
Independent Director
11. Dr. Suresh Kumar Singla 0.40 $ 0.38
Independent Director
12. Dr. Manisha Gupta 0.40 $ 0.38
Independent Director
13. Sh. Rukmesh Mohan Sood 13.90 @ -
Chief Financial Officer
14. Sh. Sarweshwer Arora 14.80 @ -
Chief Financial Officer
15. Sh. Sahil Jain 6.16 46.13 5.87
Company Secretary

* Details not given as no remuneration/sitting fees was paid to Sh. Jawahar Lal OswalDr. Vandana Bhandari and

Sh. Paurush Roy.

$ Details not given as the sitting fees has remained constant at Rs.10000/- permeeting.

@ Details not given as employed for part of the Financial Year 2015-16.

2. The median remuneration of employees of the Company during the financial yearwas at`1.05 lacs.

3. In the financial year there was an increase of 11.91% in the medianremuneration of employees.

4. There were 1699 permanent employees on the rolls of Company as on March 312016.

5. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year 2015-16 was 13.36 % whereas increase inthe managerial remuneration for the same financial year was 6.53%.

6. It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.

ANNEXURE-G TO THE DIRECTORS’ REPORT

Information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY

a) Steps taken or impact on conservation of energy;

- Technical up-gradation and modernization of various machines.

- Modernization/Replacement of old plant and machinery.

- Use of solar energy as alternative source of energy.

b) Steps taken by the company for utilizing alternative source of energy;

- Use of Wood/Pet Coke/Cotton Fly.

- Preliminary discussion held with BOSCH for setting up solar project.

c) Capital investment on energy conservation equipment;

- Will start in 2016-17.

B. TECHNOLOGY ABSORPTION:

1. Efforts made towards technology absorption;

The company is already a pioneer in its line of trade and is always in the lookout forthe latest technology around or abroad and where suitable adopts the best technology.

2. Benefits derived as result of the above efforts:

It has helped the company tremendously in development of new products and keeping itsleading position in both inland and overseas market.

3. In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:

The company has not imported technology in the sense required under sub column 3 of theform in as much as it has not sought nor received any import license or foreign exchangefor the import of technology alone.

4. Expenditure incurred on Research & Development

Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Activities relating to exports; initiatives taken to increase exports;development of new exports markets for products and services; and export plans;

1. The Company is engaged in the manufacture and exports of all types of designerapparels.

2. Efforts are made on continuous basis to explore new export markets.

3. The company has very strong R & D department to develop new varieties woolen/acrylic/ blended/ cotton yarns as per the demands in the international market.

4. The company has ambitious plans to tap the global customers in woolen/ blended/cotton designer apparels.

b) Total foreign exchange used & earned:

(Amount in Rs.)
2015-2016 2014-2015
i) Total Foreign Exchange used 310896813.12 331725687.81
ii) Total Foreign Exchange earned 1530735.67 1402220.00

 

For And On Behalf Of Board Of Directors
Jawahar Lal Oswal
Date : 09.08.2016 Chairman & Managing Director
Place : Ludhiana (DIN: 00463866)