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Narmada Gelatines Ltd.

BSE: 526739 Sector: Industrials
NSE: SHAWGELTIN ISIN Code: INE869A01010
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P/E 14.02
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OPEN 157.65
CLOSE 163.15
VOLUME 490
52-Week high 179.80
52-Week low 112.00
P/E 14.02
Mkt Cap.(Rs cr) 96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Narmada Gelatines Ltd. (SHAWGELTIN) - Director Report

Company director report

The Directors have pleasure in presenting the 55th Annual Report of your Company andthe Audited Accounts for the financial year ended 31st March 2016.

Financial Highlights lacs
Year ended 31st March 2016 Year ended 31st March 2015
Profit before Tax 1298.35 2340.40
Provision for Taxation:
Current 460.61 767.65
Deferred 9.04 22.28
Profit after Tax 828.70 1550.47
Balance brought forward from last year 7244.34 6130.80
Amount available for appropriation 8073.05 7681.27
Less: Appropriations
Adjustment to Fixed Assets - 27.82
Transfer to General Reserve 82.87 155.04
Proposed Dividend on Equity Shares 241.98 211.74
Tax on proposed dividends 49.26 42.33
Balance carried forward 7698.94 7244.34

Economy Overview

Indian economic growth in 2015 rose to 7.2% - up from 5.2% in the previous year as aresult of the improved macro-economic situation. The growth in agriculture industry andservices is estimated at 1.1 per cent 7.3 per cent and 9.2 per cent in 2015-16 as opposedto (-) 0.2 per cent 5.9 per cent and 10.3 per cent respectively in 2014-15.

The financial year 2015-16 continued to experience moderation in general price levels.The significant decline in the price of the Indian basket of crude oil through the directand second round effects partly contributed to the decline in general inflation for thesecond successive year. The decline in core inflation was largely on account of thedecline in the inflation in housing (rent) transport communication education and otherservices.

Operating Performance

During the year under review your company recorded a turnover of 140.73 crs ascompared to 144.86 crs in the previous year. The decline in turnover was primarily due tolower price realisation on gelatin products. Profit before tax declined to 12.98 crores ascompared to 23.40 crores in 2014-15 on account of lower price realisation and increase inraw material input cost.

Dividends

Your Directors recommend a dividend of 4.00 per Equity Share (last year 3.50 per EquityShare) for the financial year ended March 31 2016. The total outflow on account of theproposed dividend including dividend distribution tax will be 291.24 lacs (previous year254.07 lacs).

The dividend on equity shares if approved at the ensuing Annual General Meeting willbe paid to Members whose names appear in the Register of Members as on 16th September2016 and to Members whose names appear on that date as Beneficial Owners as furnished byNational Securities

Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Transfer to Reserves

It is proposed to transfer an amount of 82.87 lacs (being 10% of the net profits forthe year) to the General Reserve.

Industry Structure and Developments

Gelatin finds use in industries such as food and beverages pharmaceutical andcosmetics. However cultural and religious barriers in India and scepticism on the use ofgelatin derived from animals across the world are factors which inhibit the overall marketgrowth. Growing regulatory issues primarily in the food industry are also challenges forgelatin manufacturers.

Opportunities and Threats Outlook Risks and Concerns

India continues to be categorised as “Negligible Risk” under BSEcategorisation. With increasing level of awareness on environmental hazards the stateauthorities are upgrading pollution control norms regularly and the industry is nowrequired to address the issue of environment with more commitment. Your company continuesto take all necessary steps to comply with pollution control norms.

Difficulty in sourcing good quality raw material and rise in raw material prices areareas of concern. The import of poor quality gelatin into India is a matter of healthconcern and affects proper price realisation for the gelatin produced by the domesticmanufacturers. Furthermore availability of cheap raw material in EU USA etc has pusheddown the gelatine prices globally which has affected the pricing in the domestic market.Large quantities of gelatin are being imported into India at prices lower than thedomestic prices which is a major concern for the industry.

While your company is taking all actions to improve product mix yield and productivityalong with cost reduction measures the shortage of raw material due to lower meat exportsis resulting in an unprecedented increase in price of raw materials. Furthermore the dropin oil prices have affected the exports of capsules to the African countries and Russia.Cheaper imports lower demand in the domestic market and higher raw material prices arelikely to impact margins and have an adverse impact on the performance of your company atleast in the short term.

Segment-wise or product-wise performance

Gelatin ossein and the by-product di-calcium phosphate broadly form part of oneproduct group and hence are considered as single business segment. However based ongeographical spread reportable segments have been identified as exports sales anddomestic sales. The segment revenue information is given separately in Notes on Accountsunder the disclosure as required under Accounting Standard (AS 17) - Segment Reporting andforms part of the Directors' Report.

Internal financial control and its adequacy

The Company's internal control system covers supervision checks and balancespolicies procedures and internal audit with the purpose to ensure that company assets aresafeguarded and protected and that transactions are authorised recorded and reportedcorrectly. The system is reviewed and updated on an ongoing basis.

The Company's internal control system comprises audit and compliance of observationsmade by the Internal Auditor.

The Internal Auditor independently evaluates the adequacy of internal controls andconcurrently audits the majority of the transactions in value terms. Independence of auditand compliance is ensured by direct reporting of Internal Auditor to the Audit Committee.Statutory and Internal Auditors undertake rigorous testing of the control environment ofthe Company.

Fixed Deposits

During the year under review the Company did not accept any fixed deposits from thepublic as defined under Chapter V of the Companies Act 2013 and no amount on account ofprincipal and interest on deposits from public was outstanding as on 31st March 2016. TheCompany has no deposits which are not in compliance with the provisions of Chapter V ofthe Companies Act 2013 and the Companies (Acceptance of Deposit) Rules 2014.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Corporate Social Responsibility (CSR)

The Company recognises the need and importance of a focused and inclusive social andeconomic development especially of the industry and community in which it operates.Corporate Social Responsibility (CSR) Committee recommends to the Board the activities tobe undertaken by the Company for approval. As part of the initiatives the Company hasundertaken CSR projects in the areas of environment education livelihood health watersanitation and rural development. During the year 2015-16 the Company spent 46.06 lacs onCSR activities. The Annual Report on CSR activities and a brief outline of the CSR Policyof the Company is annexed to this Report as Annexure - I.

Risk Management

The Company has in place a Risk Management framework to identify evaluate businessrisks and opportunities and seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage. The Risk ManagementCommittee is entrusted with the responsibility to assist the Board in overseeing the risksassociated with the business and risk mitigating measures to be taken by the Company. Thedetails of the Risk Management Committee its terms of reference key business risksidentified and mitigation plans are set out in the Corporate Governance Report.

Vigil Mechanism

The Company has in place a Whistle Blower Policy to deal with instances of fraud andmismanagement the details of which are explained in the Corporate Governance Report andalso posted on the website of the Company.

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any subsidiary joint ventures or associate companies.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticle 115 of the Articles of Association of the Company Mr. Ravindra K Raje retires byrotation at the ensuing Annual General Meeting of the Company and being eligible hasoffered himself for re-appointment. The Board of Directors recommends his re-appointment.

The independent Directors viz. Justice Gulab Gupta Mr. M.C. Pant and Mr. DeepakChaudhuri were appointed for a period of two years and their terms comes to an end on theconclusion of the 55th Annual General Meeting. Justice Gulab Gupta Mr. M.C. Pant and Mr.Deepak Chaudhuri have given their consent for their appointment as Independent Directorsof the Company. The Company has received notices alongwith the requisite deposits frommembers of the Company proposing the candidature of Justice Gulab Gupta Mr. M.C. Pant andMr. Deepak Chaudhuri. The Board of Directors recommends the appointment of Justice GulabGupta Mr. M.C. Pant and Mr. Deepak Chaudhuri as Independent Directors for a term of fiveyears. The Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Mr. Ashok K Kapur was re-appointed as a Wholetime Director of the Company with effectfrom 1st June 2016 for a period of three years subject to approval of shareholders bySpecial Resolution at the general meeting of the Company.

All the appointments of the Directors of the Company are in compliance with theprovisions of Section 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies(Appointment and Qualification of Directors) Rules 2014.

Attention of Shareholders is invited to the relevant items of the Notice of the AnnualGeneral Meeting and the Notes thereto.

Brief resume of the Directors proposed to be appointed/ reappointed nature of theirexpertise in specific functional areas and names of companies in which they holddirectorship and membership/ chairmanship of committees of the Board as stipulated underRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are given in the section on Corporate Governance in this Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of the directors individually as well as the evaluation of theworking of its Audit Nomination & Remuneration and other Committees. In addition theBoard has also carried out a review of the Board's performance as a whole. The manner inwhich the evaluation has been carried out is covered in the Corporate Governance Report.The Board of Directors noted the evaluation results as collated by the Nomination andRemuneration Committee.

Policy on Directors' Appointment and Remuneration

The policy of the Company is to have an appropriate number of executive and independentdirectors on the board.

The policy of the Company on directors' appointment and remuneration etc. as requiredunder Section 178 of the Companies Act 2013 is available on the Company's website(www.narmadagelatines.com) and in the Corporate Governance Report. There has been nochange in the policy since the last financial year. The remuneration paid to the directorsis as per the terms laid down in the Nomination & Remuneration Policy of the Company.

Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between two Meetings was within the period prescribed under the Companies Act 2013.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013 theDirectors hereby confirm that:

a. in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. appropriate accounting policies have been selected and applied consistently andjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2016 and of the profit of theCompany for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. proper internal financial controls have been followed and that such financialcontrols are adequate and are operating effectively.

f. proper systems to ensure compliance with the provisions of all applicable laws arein place and were adequate and operating effectively.

Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in Form AOC-2 are set out in the Note 30(e) of Notes toFinancial Statements forming part of the Annual Report.

None of the Directors has any pecuniary relationships or transactions with the Companyor vice versa.

Statutory Auditors and Audit Report

M/s T.R. Chadha & Co. LLP Chartered Accountants Statutory Auditors of theCompany hold office until the conclusion of ensuing Annual General Meeting and areeligible for reappointment. The Company has received a letter from them to the effect thattheir reappointment if made would be within the prescribed limits under Section141(3)(g) of the Companies Act 2013 and that they are not disqualified for suchre-appointment within the meaning of Section 141 of the said Act.

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and the Auditors Report do not contain any qualifications reservationsor adverse remarks.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Dr. Asim Kumar Chattopadhyay Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report does not contain anyqualifications reservations or adverse remarks. The Secretarial Audit Report is annexedto this Report as Annexure - II.

Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 124 of the Companies Act 2013 the declareddividends and interest on debentures which remained unpaid or unclaimed for a period of 7years have been transferred by the Company to the Investor Education and Protection Fund(IEPF) established by the Central Government pursuant to Section 125 of the said Act.During the financial year 2015-16 the Company has transferred to the Investor Educationand Protection Fund unclaimed dividends as detailed in the Corporate Governance Report.

The Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany as on 17th September 2015 (date of last Annual General Meeting) on the website ofthe Ministry of Corporate Affairs.

Significant and Material Order passed by the Regulators

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and the Company's operations in future.

Corporate Governance Report

The Report on Corporate Governance as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of the Annual Report. TheWhole-time Director's declaration regarding compliance with the Company's Code of BusinessConduct and Ethics for Directors and Management Personnel forms part of the CorporateGovernance Report. As required by the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the auditors' certificate on Corporate Governance for theyear ended 31st March 2016 issued by T.R. Chadha & Co LLP is annexed to thisReport.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 is annexedto this Report as Annexure - III.

Extract of Annual Return

In accordance with the Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT-9 is annexed to this Report as Annexure - IV.

Particulars of Employees

None of the employees of the Company is in receipt of remuneration exceeding the limitsprescribed under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Disclosures pertaining to remuneration and other details in respect of directors andemployees of the Company as required under Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed to this Report as Annexure - V.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place a suitable policy in line with the requirement of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Allemployees (permanent contractual temporary trainees) are covered under this policy. AnInternal Complaints Committee is in place to redress complaints received regarding sexualharassment. No complaint was received by the Company during the financial year ended 31stMarch 2016.

Human Resources / Industrial Relations

The Company's human resources agenda continues to remain focused on the development ofits employees building capabilities in the organization and progressive employeerelations policies.

The Company has over 500 employees. Industrial relations remained cordial throughoutthe year. Your Directors place on record their sincere appreciation of the significantcontributions made and the continued support extended by all employees at all levels tothe Company's operations during the year.

Acknowledgement

Your Directors take this opportunity to thank the Central and the State Governmentsstatutory authorities bankers vendors and business associates and all the stakeholdersfor their continued interest and valued support.

For and on behalf of the Board
Ravindra K Raje Ashok K Kapur
Director Whole-time Director
Place: Jabalpur
Date: 26 th May 2016

Annexure - I to Board's Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

The Company believes in actively contributing to the social and economic development ofthe communities in which it operates and in doing so build a better sustainable way oflife for the weaker sections of the society and raise the country's human developmentindex. Social welfare and community development is therefore at the core of the Company'sCorporate Social Responsibility philosophy and this continues to be a priority.

During the year under review the Company's contributions to the community were in theareas of health education infrastructure development and contributions to other socialdevelopment organisations. The Company also supported and partnered with several NGOs incommunity development and health initiatives. Some of the social activities carried out bythe Company were as under:

Environment

The Company carried out plantation of trees maintenance of green belts and gardens inand around the manufacturing unit. Mangrove plantation in the factory premises andsurrounding areas vermi-compost of waste and its use as manure recycling of treatedwater in cooling water system and in horticulture activities etc. are regular activitiesundertaken by the Company.

The Company and its employees regularly promote and participate in projects forcleanliness of river Narmada through cleaning banks putting up flex banners and wallpainting messages. The company sponsored various programmes for environment protectionlike Marathon 'Run Jabalpur Run' for environment protection 'Narmada Mahotsava' and'Narmada Jayanti'.

Social Responsibility and Community Development

Supply of drinking water in the surrounding villages and installation of drinking waterconnections were undertaken during the year. In addition the Company provided drinkingwater at various locations around the factory during the summer season.

Education

Education remains as one of the focus areas of social development and the Companysupports academics at all levels. The Company provides assistance to schools such asParivartan Sadhu Vaswani Mission and Ekal Vidyalaya (Friends of Tribal Society). The EkalVidyalaya movement aims to help eradicate illiteracy from rural and tribal India. TheCompany also provides scholarships to poor girls of the locality and educational supportto various poor children through contributions to Charitable Institution and HamaraJabalpur for 'Balika Prothsahan Yojana'. The Company also aided the repairs andmaintenance of schools located in the nearby villages and provided financial help tomeritorious but financially challenged students.

Religious and cultural programs

The Company contributes to various local religious and cultural programmes. During thetraditional Navratri Garba festival the Company contributed to various programs.Financial assistance and support was given to community festivals. The Company alsoassisted in the marriage of poor women.

Community Health Care

The Company conducts regular health checks and medical diagnostic camps. The Companyalso arranged for sprinkling of medicines and insecticides in the surrounding villages toprevent diseases and to promote cleanliness.

Swachh Bharat Mission

To promote the national mission on cleanliness “Swachh Bharat Mission” yourCompany has contributed towards construction of toilets in the nearby village / girls'schools.

Brief outline of the Company s CSR policy including overview of projects or programmesproposed to be undertaken and a ' reference to the weblink to the CSR policy andprojects or programmes.

The main objective of the CSR Policy is to lay down guidelines for the Company to makeCSR a key business process for sustainable development for the Society. It aims atsupplementing the role of the Government in enhancing welfare measures of the societybased on the immediate and long term social and environmental consequences of theiractivities.

The Company shall constantly strive to ensure strong corporate culture which emphasizeson integrating CSR values with business objective. It shall also pursue initiativesrelated to quality management environment preservation and social awareness in the areasas detailed below:

(i) Promoting health care including preventive healthcare and sanitation and makingavailable safe drinking water;

(ii) Promoting education including special education and employment enhancingvocational skills especially among children women elderly and the differently abled andlivelihood enhancement projects;

(iii) Ensuring environmental sustainability ecological balance protection of floraand fauna animal welfare agro forestry conservation of natural resources andmaintaining of soil air and water;

(iv) Contribution to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socio- economic development and relief and welfare of theScheduled Castes the Scheduled Tribes other backward classes minorities and women;

(v) Rural development projects;

(vi) Promote and participate in projects for cleanliness of Narmada river;

(vii) Promote education of girl child and the underprivileged by providing academicsupport assistance to schools sponsorships for eradicating illiteracy;

(viii) Emphasis on regular health checks and medical aid/ health care facilities withspecial focus for the mother and child as well as the old aged persons of surroundings andmaking available of safe drinking water;

(ix) Promote and sponsor various sports activities and games organized by local grampanchayat;

(x) Promote and support local religious and cultural programmes.

(xi) Other areas as may be notified by the Government from time to time.

The CSR policy is available on the company's website http://www.narmadagelatines.com

Composition of the CSR Committee:

• Mr Mohan C Pant Chairman - Independent Director

• Mr Sanjeev Jain - Director

• Mr Ashok K Kapur - Wholetime Director

Average net profit of the Company for last three financial years : 2307.02 lacs

Prescribed CSR Expenditure : 46 14 lacs towards CSR . .

Details of CSR spend for the financial year :

a. Total amount spent for the financial year : 46.06 lacs

b. Amount unspent if any : Nil

c. Manner in which the amount was spent during the financial year is detailed below :

*Details of Implementing Agencies:

Matrachaya Seva Bharti Jabalpur M.P.; Soham Welfare Society Jabalpur M.P.;Maharashi Vidya Mandir Jabalpur M.P.; Friends of Tribal Society Delhi & Jabalpur;Little Sisters of the Poor Jabalpur M.P.; Sadhu Vaswani Mission Pune Maharashtra; ShriRajkumari Bai Bal Niketan Jabalpur M.P.

Responsibility Statement

The Responsibility Statement of the Corporate Social Responsibility Committee of theBoard of Directors of the Company is reproduced below:

"The implementation and monitoring of Corporate Social Responsibility (CSR)Policy is in compliance with CSR objectives and policy of the Company."

Sd/- Sd/-
Mohan C Pant Ashok K Kapur
Chairman of CSR Committee Whole-time Director
26 th May 2016 Jabalpur

Annexure - II to the Board's Report

SECRETARIAL AUDIT REPORT FORM No. MR-3

For the Financial Year Ended 31st March 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies[Appointment and Remuneration of Managerial Personnel] Rules 2014]

To

The Members

NARMADA GELATINES LIMITED

' CARAVS' Room No. 28

15 Civil Lines Jabalpur (M. P.)

Pin - 482001

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Narmada Gelatines Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended 31stMarch 2016 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter: I have examined the books papersminute books forms and returns filed and other records maintained by Narmada GelatinesLimited for the financial year ended on 31st March 2016 according to the provisions asmay be applicable to the company of :

(1) The Companies Act 2013 (the Act) and the rules made thereunder;

(2) The Securities Contracts (Regulation) Act 1956 (' SCRA') and the rules madethereunder;

(3) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investments and ExternalCommercial Borrowings: Not applicable during the period under review;

(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (' SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009: Not applicable during the period under review;

d. The Securities and Exchange Board of India (Share Based Employee Benefits )Regulations 2014: Not applicable during the period under review;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008: Not applicable as the company has not issued any debt securities duringthe period under review

f. The Securities and Exchange Board of India (Registrar to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client: Notapplicable during the period under review as the company is not acting as a Registrar andShare Transfer Agent.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009: Not applicable during the period under review;

h. The Securities and Exchange Board of India (Buy Back of Securities) Regulations1998: Not applicable during the period under review;

i. The Securities and Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations 2015.

(6) The Food Safety and Standards Act 2006 along with Food Safety and Standards Rules2011;

(7) Factories Act 1948 and Rules made thereunder;

(8) Employees Provident Fund and Miscellaneous Provisions Act 1952 and Rules madethereunder;

(9) Maternity Benefits Act 1961;

(10) Minimum Wages Act 1948;

(11) Payment of Bonus Act 1965;

ANNUAL REPORT 2015-16

(12) Payment of Gratuity Act 1972;

(13) The Employment Exchange (Compulsory Notification of Vacancies) Act 1956;

(14) Payment of Wages Act 1936;

(15) Environmental Laws.

I have also examined the compliance of Secretarial Standards on Board of Directors(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of Indiaand made effective 1st July 2015.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above.

I further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non Executive Directors and IndependentDirectors.

There is no change in the composition of the Board of Directors during the period underreview. Adequate notice(s) had been given to all Directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

The Resolutions passed by the Board of Directors and Committees thereof had nodissenting views which were required to be captured and minuted.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

This Report is to be read with my letter of even date annexed as Annexure“A”and forms an integral part of this report.

Sd/-
Dr. Asim Kumar Chattopadhyay
Practising Company Secretary
Jabalpur C P No.: 880 (Whole Time)
Dated : April 8 2016 FCS No.: 2303

Annexure A

TO THE SECRETARIAL AUDIT REPORT

For the Financial Year Ended 31 st March 2016

To

The Members

Narmada Gelatines Limited

' CARAVS' Room No. 2815 Civil Lines

Jabalpur (M. P.)

Pin – 482001

My Report for the financial year ended 31st March 2016 of even date is to be read alongwith this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

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

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

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

Signature : Sd/-
Name : Dr. Asim Kumar Chattopadhyay
Designation : Practising Company Secretary
Certificate of Practice No. : 880

Annexure III to Board's Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]

A. CONSERVATION OF ENERGY

1. Steps taken or impact on conservation of energy :

During the year the power factor has been maintained more than 0.99 this has resultedin getting maximum rebate in electricity bills. The same was achieved by putting capacitoras and when required.

2. Steps taken or utilising alternate sources of energy: Company continues to utilisebio-gas produced during effluent treatment process in drying process of DCP. Plantlighting arrangement during day time has been replaced to natural sunlight by replacingthe shed with transparent sheets.

3. Capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION

1. Efforts in brief made towards technology absorption:

(a) Manufacture of Protein Hydrolysate

(b) Develop product for new export market like USA.

2. Benefits derived as a result of above efforts:

(a) Value addition for the finished product.

(b) Alternate market.

3. Imported technology (imported during the last 3 years reckoned from the beginning ofthe financial year) :

(a) Technology

(b) Year of import

(c) Has technology been fully absorbed Not applicable as no technology imported

(d) If not fully absorbed areas where this has not taken place reasons thereof andfuture plan of action

4. Expenditure on R&D

Recurring Expenditure – 16.14 lacs; Capital Expenditure – Nil Total R&DExpenditure as a % of Total Turnover: 0.12%

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The FOB value of exports amounted to 385.68 lacs against 484.62 lacs in the previousyear.

The expenditure in foreign exchange comprises of travel for export promotion 1.34 lacsand other expenditure 10.42 lacs.

For and on behalf of the Board
26 th May 2016 Ravindra K Raje Ashok K Kapur
Jabalpur Director Whole-time Director

ANNUAL REPORT 2015-16

Annexure - IV to the Board's Report

EXTRACT OF ANNUAL RETURN FORM No. MGT - 9

as on the financial year ended 31st March 2016

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS
i) CIN L24111MP1961PLC016023
ii) Registration Date 13 th January 1961
iii) Name of the Company Narmada Gelatines Limited
iv) Category / Sub-Category of the Company Company having Share Capital
v) Address of the Registered office and contact details CARAVS Room No. 28
15 Civil Lines
Jabalpur - 482001 (M. P.)
Phone : (0761) 2830433
vi) Whether listed company Yes / No Yes
vii) Name Address and Contact details of Registrar and C.B. Management Services Pvt. Ltd.
Transfer Agent if any P-22 Bondel Road
Kolkata
Phone : (033) 40116700 40112280
E-mail : rta@ cbmsl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Business Activities contributing 10% or more of the total turnover of the Company:

Sl. No. Name and Description of main products / Services NIC Code of the Product/ service % to total turnover of the company
1 Gelatine 20295 70%
2 Di-Calcium Phosphate – Poultry Feed 10802 24%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING / SUBSIDIARY / ASSOCIATE % of shares held Applicable Section
1 Alfamont (Mauritius) Ltd. Foreign Holding 75% 2(46)
Les Cascades Building Company
Edith Cavell Street Port Louis
Mauritius
2 Jumbo World Holdings Ltd. Foreign Ultimate Holding Nil 2(46)
Sea Meadow House Company
Blackburne Highway (P.O.Box 116)
Road Town Tortola
British Virgin Islands

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding

No. of Shares held at the beginning of the year (01.04.2015) No. of Shares held at the end of the year (31.03.2016)
Category of Shareholder Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
(A) Promoter
1 Indian
(a) Individuals/ HUF - - - - - - - - -
(b) Central Government - - - - - - - - -
(c) State Government(s) - - - - - - - - -
(d) Bodies Corporate - - - - - - - - -
(e) Banks/Financial Institutions - - - - - - - -
(f) Other - - - - - - - - -
Sub Total(A)(1) - - - - - - - - -
2 Foreign
(a) NRIs-Individuals - - - - - - - - -
(b) Other-Individuals - - - - - - - - -
(c) Bodies Corporate 4537189 - 4537189 75.00 4537189 - 4537189 75.00 -
(d) Banks/Financial Institutions - - - - - - - - -
(e) Other - - - - - - - - -
Sub Total(A)(2) 4537189 - 4537189 75.00 4537189 - 4537189 75.00 -
Total Shareholding of 4537189 - 4537189 75.00 4537189 - 4537189 75.00 -
Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds - - - - - - - - -
(b) Banks/Financial Institutions - - - - - - - - -
(c) Central Govt - - - - - - - - -
(d) State Govt(s) - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies 175 350 525 0.01 175 350 525 0.01 -
(g) FII - - - - - - - - -
(h) Foreign Venture Capital Funds - - - - - - - - -
(i) Others - - - - - - - - -
Sub-Total (B)(1) 175 350 525 0.01 175 350 525 0.01 -
2 Non-institutions
(a) Bodies Corporate
i) Indian 468006 3300 471306 7.79 468731 3300 472031 7.80 0.01
ii) Overseas - - - - - - - - -
(b) Individuals
i) Individual shareholders holding nominal share capital up to 1 lac 693174 92825 785999 12.99 733835 86464 820299 13.56 0.57
ii) Individual shareholders holding nominal share capital in excess of 1 lac 189979 - 189979 3.14 172606 - 172606 2.85 -0.29
(c) Others - - - - - - - - -
i) NRI 56224 - 56224 0.93 35149 - 35149 0.58 -0.35
ii) Clearing Member 8365 - 8365 0.14 11788 - 11788 0.19 0.06
Sub-Total (B)(2) 1415748 96125 1511873 24.99 1422109 89764 1511873 24.99 -
Total Public Shareholding
(B) = (B)(1)+(B)(2) 1415923 96475 1512398 25.00 1422284 90114 1512398 25.00 -
(C) Shares held by Custodians for GDRs & ADRs - - - - - - - - -
Sub-Total (C) - - - - - - - - -
GRAND TOTAL (A)+(B)+(C) 5953112 96475 6049587 100.00 5959473 90114 6049587 100.00 -

(ii) Shareholding of Promoters

Shareholding at the beginning of the year (01.04.2015) Shareholding at the end of the year (01.04.2015)
Sl No. Shareholder's Name No of Shares % of total shares of Company % of shares Pledged / encumbered to total shares No of Shares % of total shares of Company % of shares Pledged / encumbered to total shares % change in shareholding during the year
1 Alfamont (Mauritius) Limited 4537189 75.00 NIL

4537189

75.00

NIL

-

Total

4537189

75.00

NIL

4537189 75.00 NIL -

(iii) Change in Promoter's Shareholding

There was no change in Promoter's shareholding during the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding Cumulative Shareholding during the year
Sl. No. Particulars Shareholding / Transaction Date No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 MILLINER AGENCIES PRIVATE LIMITED
At the beginning of the year 01/04/2015 247119 4.08 247119 4.08
At the end of the year 31/03/2016 247119 4.08
2 SWARAN FINANCIAL PVT LTD
At the beginning of the year 01/04/2015 48956 0.81 48956 0.81
Bought 10/04/2015 886 0.01 49842 0.82
Bought 01/05/2015 51 0.00 49893 0.82
Bought 29/05/2015 1700 0.03 51593 0.85
Bought 05/06/2015 1448 0.02 53041 0.88
Bought 12/06/2015 5186 0.09 58227 0.96
Bought 26/06/2015 1101 0.02 59328 0.98
Bought 03/07/2015 2022 0.03 61350 1.01
Bought 10/07/2015 346 0.01 61696 1.02
Bought 07/08/2015 961 0.02 62657 1.04
Bought 14/08/2015 4695 0.08 67352 1.11
At the end of the year 31/03/2016 67352 1.11
3 DEEPAK MADHAV TUDAVEKAR
At the beginning of the year 01/04/2015 47830 0.79 47830 0.79
At the end of the year 31/03/2016 47830 0.79
4 MARUTI BUSINESS SERVICES LTD
At the beginning of the year 01/04/2015 35343 0.58 35343 0.58
At the end of the year 31/03/2016 35343 0.58
5 DHARAMVIR GUPTA
At the beginning of the year 01/04/2015 32923 0.54 32923 0.54
Sold 31/12/2015 12006 0.20 20917 0.35
Sold 15/01/2016 3102 0.05 17815 0.29
Sold 12/02/2016 326 0.01 17489 0.29
Sold 25/03/2016 1186 0.02 16303 0.27
Sold 31/03/2016 890 0.01 15413 0.25
At the end of the year 31/03/2016 15413 0.25
6 SPT INTERNATIONAL AND FINANCE LIMITED
At the beginning of the year 01/04/2015 32862 0.54 32862 0.54
Sold 10/04/2015 100 0.00 32762 0.54
Sold 01/05/2015 188 0.00 32574 0.54
Bought 08/05/2015 38 0.00 32612 0.54
Bought 05/06/2015 200 0.00 32812 0.54
Bought 12/06/2015 40 0.00 32852 0.54
Bought 03/07/2015 60 0.00 32912 0.54
Sold 10/07/2015 100 0.00 32812 0.54
Sold 24/07/2015 200 0.00 32612 0.54
Sold 07/08/2015 150 0.00 32462 0.54
Bought 14/08/2015 200 0.00 32662 0.54
Bought 28/08/2015 223 0.00 32885 0.54
Bought 18/12/2015 124 0.00 33009 0.55
Sold 31/12/2015 100 0.00 32909 0.54
Sold 01/01/2016 100 0.00 32809 0.54
Bought 22/01/2016 100 0.00 32909 0.54
Bought 19/02/2016 200 0.00 33109 0.55
At the end of the year 31/03/2016 33109 0.55
7 RUPESH BHUTORIA
At the beginning of the year 01/04/2015 24000 0.40 24000 0.40
Sold 26/02/2016 14 0.00 23986 0.40
Bought 04/03/2016 14 0.00 24000 0.40
At the end of the year 31/03/2016 24000 0.40
8 SATSAHIB SECURITIES PRIVATE LIMITED
At the beginning of the year 01/04/2015 19995 0.33 19995 0.33
Sold 10/07/2015 50 0.00 19945 0.33
Sold 17/07/2015 150 0.00 19795 0.33
Sold 24/07/2015 100 0.00 19695 0.33
Sold 07/08/2015 50 0.00 19645 0.32
At the end of the year 31/03/2016 19645 0.32
9 SUJAY SAHU
At the beginning of the year 01/04/2015 19534 0.32 19534 0.32
Sold 29/05/2015 2067 0.03 17467 0.29
Sold 05/06/2015 326 0.01 17141 0.28
Sold 12/06/2015 1600 0.03 15541 0.26
Sold 19/06/2015 1895 0.03 13646 0.23
Sold 26/06/2015 4402 0.07 9244 0.15
Sold 10/07/2015 1000 0.02 8244 0.14
Sold 16/10/2015 244 0.00 8000 0.13
Sold 23/10/2015 990 0.02 7010 0.12
Sold 27/11/2015 200 0.00 6810 0.11
Sold 04/12/2015 2168 0.04 4642 0.08
Sold 11/12/2015 2083 0.03 2559 0.04
Sold 18/12/2015 2559 0.04 0 0.00
10 EARTH ADVISORS LLP
At the beginning of the year 01/04/2015 18033 0.30 18033 0.30
Sold 15/05/2015 201 0.00 17832 0.29
Sold 22/05/2015 2248 0.04 15584 0.26
Sold 29/05/2015 584 0.01 15000 0.25
Sold 03/07/2015 300 0.00 14700 0.24
Sold 10/07/2015 2237 0.04 12463 0.21
Sold 17/07/2015 550 0.01 11913 0.20
Sold 24/07/2015 131 0.00 11782 0.19
Sold 16/10/2015 1000 0.02 10782 0.18
Sold 23/10/2015 353 0.01 10429 0.17
Sold 25/12/2015 200 0.00 10229 0.17
Sold 31/12/2015 5322 0.09 4907 0.08
At the end of the year 31/03/2016 4907 0.08
11 VISHWA PRAKASH MUNDRA
At the beginning of the year 01/04/2015 17815 0.29 17815 0.29
At the end of the year 31/03/2016 17815 0.29
12 SUNIL KUMAR SETHIA
Bought 29/01/2016 16174 0.27 16174 0.27
At the end of the year 31/03/2016 16174 0.27
13 ANURAG JHUNJHUNWALA
At the beginning of the year 01/04/2015 15431 0.26 15431 0.26
At the end of the year 31/03/2016 15431 0.26

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding Cumulative Shareholding during the year
Sl. No. Particulars Shareholding / Transaction Date No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 ASHOK KAPUR
At the beginning of the year 01/04/2015 900 0.01 900 0.01
Bought 17/04/2015 150 0.00 1050 0.02
At the end of the year 31/03/2016 1050 0.02
2 RAVINDRA RAJE
At the beginning of the year 01/04/2015 339 0.01 339 0.01
Bought 09/10/2015 39 0.00 378 0.01
At the end of the year 31/03/2016 378 0.01
3 MAHESH VERMA
At the beginning of the year 01/04/2015 150 0.00 150 0.00
At the end of the year 31/03/2015 150 0.00

V. INDEBTEDNESS

The Company had no indebtedness with respect to Secured or Unsecured Loans or Depositsas on 31st March 2016.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Mr. Ashok K Kapur Wholetime Director Total (lacs)
1 Gross salary
(a) Salary as per provisions of section 17(1) of the Income-tax Act 1961 30.87 30.87
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
5. Others - -
Total (A) 30.87 30.87
Ceiling as per the Act 65.94*

*Being 5% of the net profits of the Company calculated as per Section 198 of theCompanies Act 2013

B . Remuneration to other directors:

Sl. No. Particulars of Remuneration
1. Independent Directors Jt. Gulab Gupta

M.C. Pant

Deepak Chaudhari Total (lacs)
Fee for attending board/committee meetings 0.64 0.59 0.50 1.73
Commission - - - -
Others - - - -
Total (1) 0.64 0.59 0.50 1.73
2 Other Non-Executive Directors Sanjeev Jain R.K. Raje Drushti R Desai
Fee for attending board/committee meetings 0.47 0.43 0.42 1.32
Commission - - - -
Total (2) 0.47 0.43 0.42 1.32
Total (B)=(1+2) 1.11 1.02 0.92 3.05
Overall Ceiling as per the Act 13.19*

* Being 1% of the net profits of the Company calculated as per Section 198 of theCompanies Act 2013

Total Managerial Remuneration (A+B) 33.92

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Key Managerial Personnel
Sl. No. Particulars of Remuneration Mahesh Verma Priya Gupta Total
Company Secretary CFO (lacs)
1 Gross salary
(a) Salary as per provisions of Section 17(1) of the 11.45 4.94 16.39
Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary u/s 17(3) Income-tax Act 1961 - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
5. Others - -
Total 11.45 4.94 16.39

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties / punishment / compounding of offences for breach of anysection of the Companies Act against the Company or its Directors or other Officers indefault during the year.

Annexure - V to the Board's Report

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2015-16 (lacs) % increase in Remuneration in the Financial Year 2015-16 Ratio of remuneration of each Director to median remuneration of employees Comparison of the Remuneration of /the KMP against the performance of the Company
1 Justice Gulab Gupta - Director* - - -
2 Deepak Chaudhuri - Director* - - -
3 Mohan C Pant - Director* - - -
4 Sanjeev Jain - Director* - - -
5 Ravindra K Raje - Director* - - -
6 Drushti Desai - Director* - - -
7 Ashok K Kapur - Wholetime Director 30.87 0.13% 13.80
8 Mahesh Verma - Company Secretary 11.45 8.94% Not Applicable Profit after tax reduced
9 Priya Gupta - Chief Financial Officer 4.94 17.34% Not Applicable by 44.52% in the financial year 2015-16

* The Non-Executive Directors of the Company are entitled for sitting fee as per thestatutory provisions the details of which are provided in the Corporate GovernanceReport.

ii) The median remuneration of employees of the Company during the financial year2015-16 was 2.00 lacs. iii) In the financial year 2015-16 there was a decrease of 10.36%in the median remuneration of employees. iv) There were 199 (excluding Wholetime Director)permanent employees on the rolls of Company as on March 31 2016.

v) Relationship between average increase in remuneration and company performance: TheProfit before tax for the financial year ended March 31 2016 reduced by 44.52% whereasthe average remuneration reduced by 2.53%.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company: The total remuneration of Key Managerial Personnel increasedby 3.81% whereas the Profit before Tax decreased by 44.52%.

vii) a) Variations in the market capitalisation of the Company : The marketcapitalisation as on March 31 2016 was 8076.20 lacs as compared to 10604.92 lacs as onMarch 31 2015.

b) Price Earnings ratio of the Company was 9.74 as at March 31 2016 as compared to6.84 as at March 31 2015.

c) Percent increase in the market quotation of the shares of the company as compared tothe rate at which the company came out with the last public offer in the year: The Companyhad come out with initial public offer (Rights Issue) in 1994-95. An amount of 1000invested in the said Rights Issue / IPO would be worth 20025 as on March 31 2016indicating a compounded annual growth rate of 15.34% excluding the dividends paid outsince the Rights Issue.

viii) Average percentage decrease in the salaries of employees other than the KeyManagerial Personnel in the financial year i.e. 2015-16 was 3.08% whereas increase in themanagerial remuneration for the same financial year was 3.81%.

ix) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - None of the employee is in receipt of remuneration in excess of thehighest paid director.

xi) The remuneration paid is as per the Remuneration Policy for Directors KeyManagerial Personnel and other employees.