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Morganite Crucible (India) Ltd.

BSE: 523160 Sector: Engineering
NSE: N.A. ISIN Code: INE599F01012
BSE 14:25 | 23 May 1360.00 -15.85
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NSE 05:30 | 01 Jan Morganite Crucible (India) Ltd
OPEN 1380.00
PREVIOUS CLOSE 1375.85
VOLUME 32
52-Week high 1545.00
52-Week low 772.00
P/E 33.85
Mkt Cap.(Rs cr) 381
Buy Price 1350.00
Buy Qty 50.00
Sell Price 1360.00
Sell Qty 8.00
OPEN 1380.00
CLOSE 1375.85
VOLUME 32
52-Week high 1545.00
52-Week low 772.00
P/E 33.85
Mkt Cap.(Rs cr) 381
Buy Price 1350.00
Buy Qty 50.00
Sell Price 1360.00
Sell Qty 8.00

Morganite Crucible (India) Ltd. (MORGANITECRUCIB) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 32 Annual Report together with the AuditedFinancial Statements of the Company for the financial year ended March 31 2017.

FINANCIAL PERFORMANCE :

Standalone Consolidated
Particulars
2017 2016 2017 2016
Revenue from Operations net of excise
8584.35 8738.66 10768.55 10840.52
Other Operating Revenue
338.51 128.65 368.58 145.16
Other income
182.24 247.92 245.49 279.92
Total income
9105.10 9115.23 11382.62 11265.60
Operating Expenses
6702.84 6851.25 8315.20 8598.26
Profit before finance cost depreciation and amortisation 2402.26 2263.98 3067.42 2667.34
Finance Cost - - -
Depreciation and amortisation
362.42 710.65 493.89 830.72
Expense
Profit before tax 2039.84 1553.33 2573.53 1836.62
Provision for tax
723.28 565.70 956.67 796.78
Share of minority interest -
164.56 41.08
Profit after tax 1316.56 1452.31
987.63 998.76
Proposed equity dividend
224.00 112.00 224.00 112.00
Corporate dividend tax
45.60 22.80 45.60 22.80
Total Outflow
269.60 134.60 269.60 134.60

DIVIDEND :

Your Directors are pleased to recommend a final dividend of 8/- per equity shareamounting to 269.60 lakh (including dividend distribution tax) for the financial year2016-17 for approval of the members in the ensuing 32 Annual General

Meeting of the Company.

OPERATIONS :

Revenue & Profits – Standalone :

The Company has achieved net revenue of 8584.35 lakh as compared to 8738.66 lakh inthe previous year. The export sales were 5603.19 lakh as compared to 5946.69 lakh in theprevious year. The gross profit before tax grew by 3 per cent to 2039.83 lakh as comparedto 1553.33 lakh in the previous year. The operating expenses decreased by 2 per cent to6702.84 lakh as compared to 6851.25 lakh in last year.

Revenue & Profits – Consolidated :

During the year under review the Company has achieved net turnover of 10768.55 lakhas compared to 10840.52 lakh in the previous year. The gross profit before tax grew by 40per cent to 2573.53 lakh as compared to 1836.62 lakh. The operating expenses decreasedby 4% to 8315.20 lakh as compared to 8598.26 lakh in last year.

MACRO ECONOMIC SCENARIOS & BUSINESS PERFORMANCE :

The Indian economy grew by 7.1 per cent in FY 2016-17 making India the fastest growingmajor economy in the world as per the report of Central Statistics Organisation (CSO) andInternational Monetary Fund (IMF). The currency crunch that followed the demonetization ofhigh-value notes was widely believed to have impacted consumption and driven down economicgrowth in Oct-Dec quarter.

Global GDP growth is projected around 3.5 per cent boosted by fiscal initiatives in themajor economies. The forecast is broadly unchanged since last year however consumptioninvestment trade and productivity remain subdued. Geopolitical pressures and weak capitalinvestment are weighing on medium-term prospects across many emerging markets anddeveloping economies. Fiscal stimulus in major economies may boost global growth aboveexpectations in the short term but the likelihood of such policy remains uncertain. Therisks to growth forecasts remain tilted to the downside from heightened policy uncertaintyin major economies.

With a global supply chain your company achieved 80 % of its business (on aconsolidated basis) in the crucible market and the remaining in the foundry accessoriesbusiness; mainly in non-ferrous and ferrous foundries. In line with macroeconomic trendsyour company saw double digit growth in the Indian subcontinent with sales outside of theregion dropping steadily as economic worries overtook our export markets.

FUTURE BUSINESS OUTLOOK

In 2017-18 we expect to see strong demand for our products and services in the Indiansubcontinent and the Middle East with flat or declining demand in the markets of EuropeRest of Asia North America and South Africa.

In the Indian sales region our consistent focus on product portfolio management endcustomer connections application engineering and sales effectiveness coupled with thepositive sentiment in the Indian economy will assure us of sales growth in the comingyear.

Your company will continue to focus on non-traditional growth opportunities outside thecore business in the Indian and

export markets.

PRODUCT QUALITY AND RECOGNITION :

Your Company always strives to provide the highest quality product to their customerensuring consistency in performance safety delivering more value and innovation bycontinuous focus on research and development. The Company encourages employees andcustomers to provide regular feedback and active participation by various means to developquality of product and continuous improvement. This commitment is rooted in our corporatevalues and is essential to our continued growth and success.

Your Company continued to remain ISO 9001 certified for Quality Management SystemStandards certified from LUCIDEON Management System for continuously demonstrating thefocus on product quality and services to meet statutory and regulatory norms and toincrease customer satisfaction throughout its operations.

PUBLIC DEPOSIT :

During the year the Company has not accepted any public deposits under the provisionsof the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

During the year under review the Company has not provided any loans given guaranteesand made investments covered

under Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS :

In compliance with the provisions of Section 188 of Companies Act 2013 and Regulation23 of Securities Exchange Board of India ('SEBI') (Listing Obligations and DisclosureRequirements) ('LODR') Regulations 2015 the Audit Committee had given omnibus approvalfor related party transactions which were of repetitive in nature and entered withassociates companies for sale purchase of goods and services for a period of one year. Inevery Audit Committee meeting during the year the schedule of related party transactionsfor each quarter end were placed before the Committee to ensure transactions were withinlimit of the approval.

The related party transactions entered during the year were in ordinary course of thebusiness and on arm's length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered into during the year by your Company.Accordingly the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable. Further the Company hasnot given any loans and advances in the nature of loans to subsidiary company or toassociate company or to firms/companies in which directors are interested hence disclosureas per Regulation 34(3) of SEBI LODR Regulations 2015 is not applicable.

As per Regulation 46 of SEBI LODR Regulations 2015 the Policy on Materiality ofRelated Party Transactions and dealing with Related Party Transactions is available onCompany's website at http://www.morganmms.com/engb/investors/

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE

END OF THE FINANCIAL YEAR AND DATE OF REPORT :

During the year under review there have been no other material changes happened andcommitments given which affectsthe financial position of the Company between the end ofthe financial year and the date of the report.

SUBSIDIARY COMPANY :

Your Company has one subsidiary company i.e. Diamond Crucible Company Limited havingits manufacturing facility at Mehsana Gujarat. As per provisions of Section 129 (3) ofthe Companies Act 2013 a statement containing salient financial highlights of thesubsidiary company for the year ended March 31 2017 is annexed as part of this AnnualReport in Form AOC 1 as Annexure 1. However the Company has published the auditedconsolidated financial statements for the financial year March 31 2017 and also formspart of this Annual Report. The Annual Accounts of the subsidiary company and relateddetailed information shall be made available to members of the Company seeking suchinformation and shall be kept open for inspection at the Registered Office of the Companyduring office hours.

BOARD OF DIRECTORS :

In accordance with provisions of Companies Act 2013 and the Article of Associations ofthe Company Ms Pauline Tan Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible have offered herself for re-appointment.

The evaluation of Board including independent directors was carried out based onparameters of attendance in every Board and Committee meeting participation indiscussions and independent judgement. The Board carried out annual performance evaluationof the Board Committees and Individual Directors internally. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.

The members in the Annual General Meeting held on August 10 2016 have unanimouslyapproved appointment of

Mr Mukund Bhogale as Independent Director of the Company for a period of five yearsnot liable to retire by rotation.

During the year under review the independent directors has submitted certificate ofindependence under Section 149 (6) (d) of the Companies Act 2013. The policy onfamiliarisation program for Independent Directors including details of NominationRemuneration committee and their roles and responsibility are provided in the CorporateGovernance Report. The evaluation of Board including independent directors was carried outbased on parameters of attendance in every Board and Committee meeting participation indiscussions and independent judgement.

The Board of Directors and Senior Management Personnel has confirmed compliance to theCode of Conduct of the Company and submitted the required annual compliance declaration tothe Company Secretary. The Managing Director Certificate on affirmation to the Code ofConduct is attached as Annexure 5.

The details of such familiarization program for Independent Directors are posted on thewebsite of the Company and can

be accessed at - http://www.morganmms.com/en-gb/investors/

NUMBER OF MEETINGS OF THE BOARD :

The Board met five times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

The company has setup the policy on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178 (3) and Section 197 (12) of the CompaniesAct 2013 read with Rule 5 of Companies (Appointment And Remuneration of ManagerialPersonnel) Rules 2014. The ratio of remuneration of Managing Director and Key ManagerialPersonnel (KMP) to the median's employee remuneration as per above provisions is annexedas Annexure 2 to the Board's report.

PARTICULARS OF EMPLOYEES :

During the year under review no employee was in receipt of remuneration of 102 lakh ormore or employed for part of the year and in receipt of 8.50 lakh or more a month underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasconstituted a policy on Prevention of Sexual Harassment at Workplace in December 2012with periodic amendments. During the year the Company has not received any complaint withallegations of sexual harassment.

RISK MANAGEMENT POLICY :

The Risk Management Committee was constituted as per provisions of Companies Act 2013and Regulation 21 of SEBI LODR having composition of executive and independent directors.The Morgan Group considers that risk management and internal control are fundamental toachieving the Group aim of creating long-term sustainable shareholder value. Your companyis also committed to identify quantify and mitigate business risks by periodic review ofpotential risks inherent impact and its mitigation plan in compliance with policy andstatement of Morgan Advanced Materials Plc ('the Group') on Risk Management.

During the year the committee in its meeting held on November 10 2016 has reviewedrisk relating to competition operations people management and development productquality technological obsolescence quality of contract external risks of previous yearand further development in current year and actions taken for mitigating such risks.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Company has formulated Corporate Social Responsibility Policy indicating theactivities to be undertaken by the

Company as recommended by the Corporate Social Responsibility Committee and approved bythe Board of Directors.

The Corporate Social Responsibility policy formulated by the Company is available onthe website of the Company at -

http://www.morganmms.com/en-gb/investors/

The CSR activities as undertaken by the Company are attached as Annexure - 3 andform part of this annual report.

NOMINATION AND REMUNERATION COMMITTEE :

The Board of Directors has constituted Nomination and Remuneration Committee with aview to determine qualification positive attributes and independence of a director andrecommend to the board and to formulate a criteria for evaluation and performance forboard members. The committee comprises of independent and non-executive directors of Boardwhich details are given in Corporate Governance Report.

During the year the Nomination and Remuneration Committee met once on November 102017 for considering in revision in remuneration payable to Mr Aniruddha Karve for theperiod from October 1 2016 to March 31 2017 and for the financial year 2017-18 subjectto approval of members.

ENVIRONMENT HEALTH AND SAFETY :

The Morgan Group is committed for protecting the health and safety of employees andothers affected by its operations. It also seeks to minimise the environmental impacts ofits activities and maximise the positive effects of its products and services. The Group'senvironment Health and Safety (EHS) programmes deliver real business benefits whilstensuring its obligations to stakeholders are met.

There was no loss time accidents occurred since August-2014 in the organisation howeverduring the year there were 7 first aid injuries occurred and immediate action has beentaken on the observations on unsafe actions and unsafe conditions. Further regularmonitoring of air water and soil pollution was being carried out throughout the year fromexternal agencies.

During the year the Company has made improvements in certain identified areas whichsummary as below –

Operational Health and Safety Improvements :

- To manage heat stress during summer time man-coolers were provided at shop floor

- Dust collector provided at finishing area

- Safely completed new Clay Graphite extension

- Fire alarm and smoke detection system provided in factory premises

- Procured Self Containing Breathing Apparatus in view of confined space safety

- Consent to Operate renewed for a period of five years

- LPG leak detection system provided at LPG yard

- Completed process hazard analysis wrt LPG usage in kilns dryers and ovens

- Quantitative Risk Assessment (QRA) completed for LPG yard storage

Well-being :

- Regular internal training/programs for developing awareness on health safety andenvironment of employees and contractual labour

- Annual medical check-ups was completed and suggestions has been given for monitoringhealth of employees and contractual labour

- ThinkSAFE+ training has been given to relevant employees

- Briefed a five-step 'pre-task' process to ensure potential hazards are identified andcontrolled before work commences.

- To prevent accidents awareness program conducted on 'Slip Trip and Falls'

- Launched 'Safety Hero' and 'Safety Champion' award scheme for staff and workers

- Conducted program on 'Bright Clean and ThinkSAFE'

- Portal developed for capturing accident near miss and visual safety leadership data

FINANCE AND TAXATION :

During the Financial year 2016-17 your Company has continued it's effort to liquidatethe accumulated balances lying in CENVAT credit account as per provision of Excise laws.This has been a significant achievement in reducing accumulated balances in CENVAT CreditAccount and bringing the cash in circulation for working capital of the company.

The Company has applied for Advance Pricing Agreement (APA) before the CBDT & Govt.of India for International Inter company related party transactions with AssociatedEnterprises (AE) during March 2016. The APA is an arrangement between the taxpayer andthe tax authority covering future transactions with a view to avoid the potentialtransfer pricing disputes in a co-operative manner. Once APA agreement is completed yourcompany will have certainty with respect to tax outcome of international transactions byagreeing in advance the arm's length pricing or pricing methodology to be applied. UnderAPA specific rollback provisions enable to attain certainty in transfer prices ofinternational transactions for up to 9 years (including 4 years rollback provisions) intotal. Besides this the APA has a persuasive value on all open transfer pricinglitigations of past years. During the year we have received initial questionnaire from theAPA authority and have submitted our replies. We are awaiting for communication from APAauthority for site visit etc.

During the year our Income Tax assessment for the FY 2011-12 FY2012-13 and FY2013-14has been completed. For FY 2011-12 and FY2012-13 the Transfer Pricing Authority raisedobjection w.r.t. management cross charges and your company has filed appeal before ITAT& CIT (Appeal) respectively.

On Indirect Tax front the Central Excise & Service tax department has issued threeSCN (Show Cause Notices) in light of their findings after Excise departmental Audit. YourCompany is not in agreement of Departmental findings and have submitted replies for SCNbefore the appropriate authority.

During the year the Company has completed VAT assessment for the FY 2012-13 andreceived order from the Authority

with refund of VAT.

Your Company has started preparation for seamless transition from existing tax regimeto GST regime. We are working

towards updating SAP ERP system and updating of various master data in system in linewith GST requirement.

RESPONSIBILITY BUSINESS PROGRAMME (RBP) AND LEGAL GOVERNANCE :

The Responsible Business Programme (RBP) is the Group ethics and compliance programmecomprise of policies training risk assessment monitoring and assurance. The trainingcontent covers human rights anti-bribery and ethics anti-trust and contract riskmanagement and is refreshed on an annual basis.

Raising awareness of and educating employees on Group compliance policies and theapplicable laws and regulations is a fundamental part of the RBP. During the year yourCompany has given Updates on RBP 2016 to all sales and marketing managers and relevantemployees on the topic of Competition Laws Ethics Policy and Contract Risk Management.

Your Company has continued vigilance on Export Compliance Policy where Company sellsthe product to regulated countries. Whenever the Company receives any customer enquiryfrom the regulated countries the same is screened from the compliance software for anyrestriction on the concerned party for exporting of goods in the said country. Further inorder to capture more vigilance on third parties distributors and sales agent thedetails of the relevant parties has been recorded in the Third Party compliance softwarecalled TRACEsort and accordingly the due diligence reports are generated. The thirdparties falling under certain risk categories are subject to due diligence in the year2017.

HUMAN RESOURCES :

Your Company is consistently striving to raise the bar of excellence in peoplepolicies practices systems and organisation. We believe that Morgan employees arecritical to its success and the workforce comprises people with highly unique skills andabilities.

During the year your company has organised nearly 76 functional and leadershiptraining programs for nurturing existing people's talent and motivating them to attainorganisation goals. The employee turnover was around 10.21 as at end of March 31 2017 ascompared to 12.36 in the previous year.

As per initiatives of Morgan's Global Graduate Training Programme your Company hasrecruited three graduate trainees in quality and operation excellence functions. Thistraining programme will build current and future capability and will give access tointernational assignments and opportunities.

Further as a commitment towards customer focus and diversification of business duringthe year various training program has been given to sales and marketing personnel such as'Corporate Etiquettes & Professional Presence' 'Customer Orientation' etc.

AUDITORS :

Statutory Auditors

Pursuant to provisions of Section 139 140 141 & 142 of the Companies Act 2013M/s B S R & Co LLP (Registration No.

th

101248W/W-100022) was appointed as Statutory Auditor of the Company for a period of 5years from 30 Annual General

th

Meeting until the conclusion of 35 Annual General Meeting of the Company subject toratification in every Annual nd

General Meeting. M/s B S R & Co LLP has expressed their unwillingness to bere-appointed on 32 Annual General

Meeting.

Therefore the Company proposes to appoint M/s. B S R & Associates LLP CharteredAccountants Pune (Firm Registration No. 116231W/ W-100024) as statutory auditor of theCompany from 32 Annual General Meeting until the conclusion of the 35 Annual GeneralMeeting subject ratification by members in every annual general meeting.

The report is given by the Auditors on the financial statements of the Company formspart of this Annual Report. There has been no qualification reservation adverse remarkor disclaimer given by the Auditors in their report.

Secretarial Auditor :

M/s KMP & Associates (ACS 32369 / COP 11947) Practicing Company Secretaries wasappointed to conduct the Secretarial Audit of the Company for the financial year 2016-17as required under Section 204 of the Companies Act 2013 and rules thereunder. TheSecretarial Audit Report for financial year 2016-17 forms part of the Annual Report as Annexure4. The Board has continued appointment of M/s KMP & Associates Practicing CompanySecretaries as Secretarial Auditor of the Company for the financial year 2017-18.

There has been no qualification reservation adverse remark or disclaimer given bySecretarial Auditor in their report. The report of Statutory Auditors on the financialstatements and report of Secretarial Auditors are made part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to Section 177(4)(vii) of the Companies Act 2013 ("Act") the AuditCommittee needs to evaluate internal financial control system of the Company and makefurther reporting to the Board. Further pursuant Section 143(3) (i) of the Companies Act2013 the Statutory Auditor of the Company is required to make representation in theirAuditor Report that the Company has adequate internal financial control system in placeand operating effectively.

The Company has been making periodical tests for storage and issue of materialspayments for goods services and expenses maintenance of books and records insurancecoverages banking transactions financial reporting as per statutory/regulatoryrequirements and other operations and reviewing legal compliances pertains to variousstatute rules guidelines issued by State Government and Central Government etc..

Further the Company is in process to formalise Standard Operating Procedures (SoP) forthe respective departments and to collate the respective policies in the consolidateddocument. The internal auditor and statutory auditor during their audit have not found anysignificant gaps for the financial year 2016-17 and made certain recommendation forimproving the process.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format

is appended as Annexure 6 to the Board's report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility

Statement it is hereby confirmed that :

(i) In the preparation of the annual accounts for the financials year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures; (ii) The Directors have selected such accounting policiesand applied them consistently and made judgments and estimates that are 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 profit of the Company for the year; (iii) The Directors havetaken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (iv) TheDirectors have prepared the annual accounts on a 'going concern' basis; (v) The directorshave laid down internal financial controls which are adequate and are operatingeffectively; (vi) The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE :

As required under Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the auditors' certificate regardingcompliance of conditions of Corporate Governance is appended as Annexure 7 to theBoard's Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO :

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the

Companies (Accounts) Rules 2014 are enclosed as Annexure 8 to the Board'sreport.

VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has set up a Whistle Blower Policy with a view to provide a mechanism fordirectors and employees of the Company to raise concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. The policy is also available on the website–http://www.morganmms.com/en gb/investors/

ACKNOWLEDGEMENTS :

Your Directors take this opportunity to offer their sincere thanks to variousDepartments of the Central and State Governments our Bankers Shareholders Customers& Consultants for their unstinted support and assistance. Your Directors also placetheir deep appreciation to employees at all levels for their hard work solidaritydedication and

commitment and look forward to their continued support in the future.

For and on behalf of the Board

Aniruddha Karve Ian Keith Arber
(Managing Director) (Director)
DIN: 07180005 DIN: 07080539

 

Place: Aurangabad
Date: May 25 2017

ANNEXURE 1

Statement containing the salient features of the financial statements of subsidiaries /associate companies / joint ventures

[Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies Act2013 read with Rule 5 of the Companies (Accounts) Rules 2014 – AOC-1]

Name of Subsidiary Diamond Crucible Company Limited
Reporting period for the subsidiary concerned March 312017
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable
Share capital - Equity
3500000
(Issued Subscribed and Paid-up)
Reserve & surplus 169667130
Total Assets 234059325
Total Liabilities (excluding share capital and reserve & surplus) 60892195
Investments -
Turnover 292335374
Profit before taxation 56921849
Provision for taxation 23338234
Profit after taxation 33583615
Proposed Dividend Nil
% of shareholding 51

Notes : The following information shall be furnished at the end of the statement :

1. Names of subsidiaries which are yet to commence operations – Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year –Not Applicable Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

- Not Applicable -

ANNEXURE 2

Statement of Disclosure of Remuneration Under Section 197 of the Companies Act 2013and Rule 5

(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

i. Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees

of the Company for the financial year 2016-17

Aniruddha Karve 11.85 6 %

Note :

- Employees for the purpose above include all employees excluding employees governedunder collective bargaining.

ii. The percentage increase in remuneration of Chief Financial Officer and CompanySecretary during the financial year 2016-17

8%
10%

iii. The percentage increase in the median remuneration of Employee for the financialyear was 10.1 percent.

iv. There were 74 employees on rolls of the Company as on March 31 2017.

v. Relationship between average increase in remuneration and Company performance

The yearly increment in the remuneration is being given based on the KRA performancemarket trend and general practice in same industry.

vi. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company

The increase in remuneration and variable bonus payout are based on the performancerating and market trend which was duly reviewed by Nomination and Remuneration Committeefor Managing Director. vii. The Market Capitalisation of the Company as on March 31 2017was 248.26 crores as compared to 114.07 crores as on March 31 2016. The price earningsratio of the Company was 18.77 as at March 31 2017 and was 11.55 as at March 31 2016.The closing share price of the Company at BSE Limited on March 31 2017 was 886.65/- perequity share of face value of 10/- each as compared to share price of 407.4/- per equityshare as on March 31 2016.

viii. Average percentage increase made in the salaries of Employees other than themanagerial personnel in the financial year was 11 per cent. The average increase inemployee remuneration shows competitive market and general market practice.

ix. Key parameters for any variable component of remuneration availed by thedirectors -

Variable component is integral part of the remuneration of all employees includingDirectors. Every year the key targets are assigned to each employee including Directorsover the period of one year and the rating has been given based on the performance of eachindividual.

x. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year

Not Applicable

xi. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

ANNEXURE 3

During the year the Company has undertaken CSR activities in line with CSR policy andas per approval of the Board. The Company was required to spent 26.42 lakh being 2 percent of average net profits made during the three immediately preceding financial yearshowever the Company has spent 13.24 lakh on the following activities -

Summary of CSR Activity
Particulars Activities Amt in
Anand Aashram Distribution of Mattress
171669
Matroshri Vradha Aashram Solor Power Grid 491335
Iskon Meal Delivery Container 350000
Sant Gadge Maharaj Mission Solor Power Grid or upgradation of washroom 160000
Late Shri Ranglal Ramratan Baheti Industrial Vocational Training & Rehabilitation Centre for the Blind Raw material through our vendors so that approximately 8000 files will be prepared 51000
Dwarikalal Sushishit Berojgar Seva Sahkari Sanatha Maryadit Seed distribution to farmers in drought affected area 100000
TOTAL 1324004