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Natraj Proteins Ltd.

BSE: 530119 Sector: Industrials
NSE: N.A. ISIN Code: INE444D01016
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OPEN 24.85
CLOSE 24.85
VOLUME 1001
52-Week high 36.45
52-Week low 21.80
P/E
Mkt Cap.(Rs cr) 9
Buy Price 23.65
Buy Qty 130.00
Sell Price 25.50
Sell Qty 50.00

Natraj Proteins Ltd. (NATRAJPROTEINS) - Director Report

Company director report

To

The Members Natraj Proteins Ltd.

The Directors take pleasure in presenting the 25th Annual Report together with theaudited financial statements for the year ended March 31 2016. The Management Discussionand Analysis has also been incorporated in this report.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

Total revenue for the year was Rs. 20107.58 Lakhs as compared to Rs. 30218.15 Lakhsdeclined by 33.46 %

Net sales for the year were Rs. 20008.75 Lakhs as compared to Rs. 30126.29 Lakhs inthe previous year declined by 33.58 %

Profit/(Loss) before tax for the year was Rs. (532.47) Lakhs as compared to Rs. 169.35Lakhs in the previous year declined by 414.42 %

Profit/(Loss) after tax for the year was Rs. (531.49) Lakhs (including earlier tax ofRs. 2.03 Lakhs) as compared to Rs.151.81 Lakhs in previous year (including previous yeartax of Rs 31.71 Lakhs) in the previous year declined by 450.10 %

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs. In Lakhs)

Particulars Year ended
31.03.2016 31.03.2015
Total Income from Operations and other income 20107.58 30218.15
Profit(Loss) Before Tax (PBT) (532.47) 169.36
Provision for Tax (0.98) 17.55
Profit(Loss) After Tax (PAT) (531.49) 151.81
Balance brought forward from previous year 3500.79 3348.98
Surplus carried to the next year’s account 2969.30 3500.79

DIVIDEND

As the Company has incurred losses during this year your directors do not recommendany dividend for the Financial Year 2015-16 (Previous Year 2014-15 Rs. Nil)

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information andexplanations obtained by them your Directors confirms the following statements in termsof Section 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual accounts for the year ended 31st March 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. that such accounting policies as mentioned in Note 26 A & B of the Notes to theFinancial Statements have been selected and applied consistently. Judgments and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31st 2016.

c. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that they have prepared the Annual Accounts on a going concern basis;

e. that they have laid down internal financial controls for the company and suchinternal financial controls were adequate and were operating effectively.

f. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and such system are adequate and operating effectively.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2016 was Rs. 374.70 Lakhs dividedinto 37.47 Lakhs equity shares of Rs. 10/- each. (The Company has earlier forfeited793000 partly paid up equity shares which were not re-issued by the Company till 31stMarch 2015).

During the year under review the Company has not issued shares with differentialvoting rights or granted stock options or sweat equity.

TRANSFERTO RESERVES

The company has not transferred any amount to the general reserves or any otherreserves during the year 2015-16. However in previous year your company had transferredRs. 20.92 Lakh to the Corporate Social Responsibility Reserves of which the company spentRs. 0.64 Lakh during the year towards CSR activities.

FINANCE

Cash and cash equivalent as at 31st March 2016 are Rs.613.67 Lakhs. The Companycontinues to focus on management of its working capital receivables inventories andother working capital parameters are kept under continuous monitoring.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2016.

Further the Company has not accepted any deposit or loans in contravention of theprovisions of the Chapter V of the Companies Act 2013 and the Rules made there under.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not provided any loan and guarantee and also not made any investmentpursuant to Section 186 of the Companies Act 2013.

ECONOMIC SCENARIO AND OUTLOOK

Keeping business sentiments in view and stagnation in the overall economy we expectsome pressure on utilization of productive capacities. We hope that a normal onset ofmonsoon will help the crop production and lead to better quality crop in the current year.We are hopeful of improved performance in the current year.

INDUSTRY OUTLOOK AND OPPORTUNITIES

There is ever increasing potential in the edible oil business and growing consumptionacross the population. The company is positive in its outlook for demand for its productsviz. refined edible oil and De-oiled cakes (DOC). The company perceives internationalprice pressure as a major threat. Local demand for DOC is on the rise and will result inbetter realization. The export market though may be impacted due to cheaper supplies fromChina and South America.

MARKET DEVELOPMENT VOLUME

The Company will continue to focus on growing its activities with a view to have betterreach and realizations. The company is planning to introduce value added products to caterto a wider range of customers. The company will lay greater stress upon developing itsbrand and create better visibility in the market.

SELLING PRICE

The company is in the business of Extraction of Soya Solvent and in this industry priceis determined by the market influences.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the profits and turnover of the company the Company is required toundertake CSR projects during the year 2015-16 under the provisions of section 135 of theCompanies Act 2013 and the rules made their under. As part of its initiatives under"Corporate Social Responsibility (CSR) the Company has undertaken projects in theareas of promoting health care and education. These projects are largely in accordancewith Schedule VII of the Companies Act 2013.

During the year 2015-16 the Company has made contributions for community developmentand providing quality education in neighborhood schools. The Annual Report on CSRactivities is annexed herewith as"Annexure A".

OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved positive engagement of personnel on the plant at every level.With regard to contractor safety two key areas of focus were identified namely FacilityManagement for the contractors’ employees and Equipment Tools & MaterialManagement. The Facility Management initiative was implemented to ensure adequate welfarefacilities for contract labor such as washrooms with bathing facilities rest roomsavailability of drinking water etc. The Equipment Tools & Material Management Programensured that the tools used by contractors were safe. The process of screening ofcontractors was made more stringent to ensure that the contractors were aligned with theCompany’s objectives to ensure ‘Zero Harm’.

HUMAN RESOURCES

Many initiatives were taken to support business through organizational efficiencyprocess change support and various employee engagement programs which has helped theorganization to achieve higher productivity level. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.

The Company’s HR processes such as hiring and on-boarding fair & transparentperformance evaluation talent management process workmen development process and marketaligned policies are being seen as benchmark practices in the Industry.

During the year under review the following Human Resources initiatives receivedgreater focus:

Employer of Choice: Employees are encouraged to express their views and areempowered to work independently. They were also given the opportunity to learn throughvarious small projects which made them look at initiatives from different perspectives andthus provided them a platform to become result oriented. This has helped greatly inoverall development of the employee.

Leadership Development: As a part of Leadership Development talented employeeshave been seconded to the senior leadership team to mentor them and prepare them for thenext higher role.

Industrial Relations: The Company’s Industrial Relations Policy has beenbenchmarked by the Manufacturing Sector. The Company shares relevant business informationwith the Unions in order to enlighten them and make them sensitive towards businessrequirements. This has helped to build a healthy relationship and resolve issues throughmutual dialogue.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act’) and Rules made thereunder yourCompany has constituted Internal Complaints Committees (ICC). The Company has designatedthe external independent member as a Chairperson for each of the Committees which wasbeyond the requirements.

During the year the Company has not received any complaint which is appreciable as themanagement of the company endeavor efforts to provide safe environment for the femaleemployees of the company.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company is engaged in the business of extraction of edible oil and de-oiled cakesfrom Soya seeds which is associated with the normal business risk as well as theimbalance of demand-supply of products in the Domestic and International Market. Furtherpoor monsoon or excess rainfall in Central India and non-availability of good quality ofsoya seeds which does not meet the requirement of benchmark or standard of quality set upby the company can also affect the profitability of the company.

Other than this the Government policy local area authority Taxation policyfluctuations in foreign currency rate may adversely affect the profitability of theCompany subject to various processes and clearances like payment of compensationssubsidies etc. as may be decided by the State Government.

Moreover weak International Market signals are deterrent to long term strategy henceyour company is treading safely and does not want to engage in the long term risks.Further we are focused on reducing trade barriers

Internal Financial Control & its effectiveness

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.

Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to dealwith instance of fraud and mismanagement if any. The details of the Vigil MechanismPolicy are explained in the Corporate Governance Report and annexed to the Board Report as"Annexure B" and is also hosted on the website of the Company. (Link -http://www.natrajproteins.com/corporate-governance.html )

SUBSIDIARY ASSOCIATE AND JOINTVENTURE AND AUDITED FINANCIAL STATEMENTS OFTHE COMPANY

The Company does not have any subsidiary associate or joint venture during the year2015-16 as well as at the beginning or closing of the financial year therefore thefinancial statement is prepared on standalone basis and the requirement for disclosure inthe Form AOC-1 is not applicable. Further that the Company is also not an associate orholding company of any other company during the year 2015-16.

BOARD OF DIRECTORSTHEIR MEETINGS & KMPs

Declaration by the Independent Directors

As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of five consecutive years but shall be eligible for re-appointment on passing of aspecial resolution by the Company and shall not be liable to retire by rotation. Howeverin your company none of the Independent Director is liable for re-appointment.

The Independent Directors of your Company have given the declaration of Independence tostating that they meet the criteria of independence as mentioned under Section 149(6) ofthe Companies Act 2013. Further that the Board is of the opinion that all the independentdirectors fulfill the criteria as laid down under the Companies Act 2013 and the SEBI(LODR) Regulations 2015 during the year 2015-16.

Directors seeking re-appointment at the ensuing Annual General Meeting

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Shri Jagdish Prasad Agrawal (DIN00012962) director is liable to retires by rotation and being eligible offers himself forre-appointment.

Key Managerial Personnel

Shri K.C.Sharma Chairman & Managing Director; Shri Sharad Jain Whole-timeDirector Shri J.P.Agrawal Whole-time Director and Shri Ritesh Sharma Chief FinancialOfficer; have been categorized as the Key Managerial Personnel within the meaning ofsection 203 of the Companies Act 2013 and there is no change in the Key ManagerialPersonal during the year 2015-16 except that CS Nikita Attri has resigned from the post ofCompany Secretary and Compliance Officer w.e.f. from 15th August 2015. Further theCompany has appointed CS Namita Tripathi as the Company Secretary and Compliance Officerw.e.f. 16th August 2015 and designated her as the Key Managerial Personnel.

Board Independence

Our definition of ‘Independence’ of Directors or Regulation is derived fromClause 49 of the Listing Agreement Regulation 16 of SEBI (LODR) Regulations 2015 andSection 149(6) of the Companies Act 2013. The Company is having total 8 directors in theBoard out of them the following 4 directors are independent directors;

1. Shri Giriraj Gupta : Independent Director
2. Shri Umesh Narayan Trivedi : Independent Director
3. Shri Pradeep Agrawal : Independent Director
4. Shri Rajender Singh Tomar : Independent Director

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/Business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board’s approval is taken by passing resolutions throughcirculation as permitted by law which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usuallymeetings of the Board are held in Itarsi at the Registered Office. The Agenda of theBoard/Committee meetings is circulated at least a week prior to the date of the meeting.The Agenda for the Board and Committee meetings includes detailed notes on the items to bediscussed at the meeting to enable the Directors to take an informed decision. The Boardmet 4 (Four) times in the Financial Year 2015-16 viz. on 30th May 2015; 13th August2015; 14th Nov. 2015; and 13th Feb. 2016. The maximum interval between any two meetingsdid not exceeded 120 days.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under section 178(3) is annexed with the Report as"AnnexureC" and is uploaded on company’s website (Link -http://www.natrajproteins.com /investor.html)

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Members and subsequentlyassessment by the Board of Directors. A member of the Board does not participate in thediscussion of his/her evaluation.

COMMITTEES OFTHE BOARD

During the year in accordance with the Companies Act 2013 the Board has thefollowing five Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders’ Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.

RELATED PARTYTRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were onArm’s Length Basis and were in the Ordinary Course of business. There are nomaterially significant Related Party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee and the Board. Thetransactions entered into by the company are audited. The Company has developed a RelatedParty Transactions manual Standard Operating Procedures for purpose of identification andmonitoring of such transactions.

The policy of Related Party Transactions as approved by the Board is available on theCompany’s website (Link - http://www.natrajproteins.com/investor.html). The companyhas done Related Party Transaction in the ordinary course of business and which are onArms’ Length Basis and which are not material in nature and hence the requirement ofForm AOC-2 is not applicable on the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

AUDITORSTHEIR REPORT & COMMENTS BYTHE MANAGEMENT:

Statutory Auditors

The Auditors M/s Bhutoria Ganesan & Co. Chartered Accountants who were appointedfor a term of three years at the Annual General Meeting of the Company held on 20th Sept.2014 are eligible for ratification of their appointment as they have confirmed theireligibility under Section 141(3)(g) of the Companies Act 2013 and the rules framedthereunder for ratification for appointment as Auditors of the Company. As required underRegulation 33(d) of the SEBI (LODR) Regulations 2015 the auditors have also confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

Your Board is pleased to inform that there is no such observation made by the Auditorsin their report which needs any explanation by the Board.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its activity were audited. Your Directors had on the recommendation of theAudit Committee appointed M/s Yogesh Chourasia & Associates Cost Auditors to auditthe cost accounts of the Company for the financial year 2016-17 on a remuneration ofRs.67500/- (plus Service Tax). As required under the Companies Act 2013 theremuneration payable to the Cost Auditor is required to be placed before the members inGeneral Meeting for their ratification. Accordingly a resolution seeking Member’sratification for the remuneration payable to M/s Yogesh Chourasia & Associates CostAuditors is included at Item No. 4 of the Notice of the Annual General Meeting.

The Company has already filed the Cost Audit Report for the year 2014-15 to the CentralGovernment which was self-explanatory and needs no comments. The Company is in process tofile the Cost Audit Report for the year 2015-16.

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 M/s D.K. Jain & Co. a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company for the year 2015-16. The Report of the SecretarialAudit Report in the Form MR-3 is annexed herewith as "Annexure D". YourBoard is pleased to inform that there is no such observation made by the Auditors in theirreport which needs any explanation by the Board except that;

The company has not complied with the Circular No. CIR/CFD/CMD/13/2015 issued by SEBIdated 30.11.2015 in respect of keeping 100% shares of Promoters in Demat Form and at-least50% of shares of Non-Promoter Group in Demat Form.

Management Comments: The company is in the process of compliance of the requirementsand necessary action has already been initiated.

DISCLOSURE FOR FRAUDS AGAINSTTHE COMPANY

In terms of the provisions of section 134(3)(ca) of the Companies Act 2013 there wereno frauds committed against the Company and persons who are reportable under section141(12) by the Auditors to the Central Government. Also there were no non-reportablefrauds during the year 2015-16.

CORPORATE GOVERNANCE

Pursuant to SEBI (LODR) Regulations 2015 a separate chapter titled ‘CorporateGovernance’ has been attached as "Annexure E" in this Annual Reportalong with the reports on Management Discussion and Analysis and General ShareholderInformation. All Board members and Senior Management personnel have affirmed compliancewith the Code of Conduct for the year 2015-16. A declaration to this effect signed by theManaging Director (CEO) of the Company is contained in this Annual Report. The ManagingDirector and CFO have certified to the Board with regard to the financial statements andother matters as required under regulation 17(8) of the SEBI (LODR) Regulations 2015.Certificate from Auditors of the company regarding compliance of conditions of corporategovernance is annexed to this Report as "Annexure- F" Shri Kailash ChandSharma Managing Director and Shri Ritesh Sharma Chief Financial Officer have certifiedthat the financial statements and other matters as required under regulation 17(8) readwith Part B of Schedule II of the SEBI (LODR) Regulations 2015 are duly complied with. Acopy of the certificate on the financial statements for the financial year ended March31 2016 is annexed along with this Report as "Annexure G."

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations 2015 requires listed companies to laydown a Code of Conduct for its directors and senior management incorporating duties ofdirectors as laid down in the Companies Act 2013. The Company has adopted a revised Codeof Conduct for all Directors and Senior Management of the Company and the same has beenhosted on the website of the companyhttp://www.natrajproteins.com/corporate-governance.html All Directors and SeniorManagement personnel have affirmed compliance with the new Code for 2015-16. A declarationto this effect signed by the Managing Director is given in this Annual Report. Acertificate to that effect for the proper compliances given by the Managing Director isannexed as the "Annexure H" with this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Since the company is not having any subsidiary associates or joint venture thereforethe requirement for Consolidated Financial Statements in accordance with relevantAccounting Standards (AS) is not applicable to the Company.

ENERGY CONSERVATIONTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureI".

MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure J".

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATIONAND PARTICULARS OF EMPLOYEES.

Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thedetails of Top 10 employees given in the Annexure K.

During the year none of the employees received remuneration in excess of Rs. One CroreTwo Lakhs or more per annum. In accordance with the provisions of Section 197 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. There is no information to disclose in terms of the provisions ofthe Companies Act 2013.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers andemployees at all levels.

PREVENTION OF INSIDERTRADING

In view of the SEBI (Prohibition of Insider Trading) Regulations 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company’s sharesand prohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.

SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards as specified by the Institute of Company Secretaries of Indiafor Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effectfrom 1st July 2015. The Company is in compliance with the same.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

For and on behalf of the Board
Kailash Chand Sharma
Place:Itarsi Chairman & Managing Director
Date: 12th August 2016 DIN 00012900

Conservation of energy Technology absorption and foreign exchange earnings & outgo

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

(A) CONSERVATION OF ENERGY
(I) the steps taken or impact on conservation of energy; More usage of electricity from MPMKVVCL
(II) the steps taken by the company for utilizing alternate sources of energy; Energy efficient devices and fittings were installed to reduce energy consumption etc
(III) the capital investment on energy conservation equipment’s New VFD boiler commissioned that is more efficient and consumes less coal. Also ensures cleaner burning of the fossil fuel.
(B) TECHNOLOGY ABSORPTION
(i) the efforts made towards technology absorption The company is making continuous efforts for the technological development of the plant and refinery. The technology selected by your company for solvent plant and refinery is well proven within the country and the company is making all the efforts to update its technology the company had also established a laboratory for Research & Development facilities for quality control purpose.
(ii) the benefits derived like product improvement cost reduction product development or import substitution It has reduced the cost of production and helped in improvement in quality to sustain in the competitive market.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year N.A.
(a) the details of technology imported N.A.
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and N.A.

 

(iv) the expenditure incurred on Research and Development 2015-16 2014-15
NIL NIL
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
2015-16 2014-15
(i) The Foreign Exchange earned in terms of actual inflows during the year; NIL NIL
(ii) and the Foreign Exchange outgo during the year in terms of actual outflows. NIL NIL

 

For and on behalf of the Board
Kailash Chand Sharma
Place: Itarsi Chairman & Managing Director
Date: 12th August 2016 DIN 00012900

Particulars of Employees

[As per section 197(12) read with the Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014]

1. Ratio and remuneration of Directors & KMPs

Name Designation Remuneration for the year 2015-16 (Rs.) Remuneration on for the Year 2014-15 (Rs.) Increase In Remuneration Ration Between Director or KMP Median Employee
1 Shri Kailash Chand Sharma Chairman & M.D. 600000 600000 0.00 4.87
2 Shri Jagdish Prasad Agrawal Whole Time Director 600000 600000 0.00 4.87
3 Shri Sharad Kumar Jain Whole Time Director 600000 600000 0.00 4.87
4 Shri Giriraj Gupta Independent Director 5000 5000 0.00% N.A.
5 Shri Umesh Narayan Trivedi Independent Director 20000 35000 (75%) N.A.
6 Shri Pradeep Agrawal Independent Director 20000 35000 (75%) N.A.
7 Shri Ranjendra Singh Tomar Independent Director (W.e.f. 27/02/15) 20000 0 N.A. N.A.
8 Smt. Namita Sharma (W.e.f. 27/02/15) Woman Director 0 0 N.A. N.A.
9 *Shri Ritesh Sharma CFO 595000 595000 0.00 4.83
10 #CS Nikita Attri Company Secretary 75000 450000 N.A. 0.61
10 #CS Namita Tripathi Company Secretary 210000 N.A. N.A. 1.71

#The Company Secretaries were appointed for the part of the year hence not comparable

2. Increase in percentage of Median employees:

The remuneration of median employee was Rs. 123150 during the year 2015-16 ascompared to Rs. 111310 in the previous year increased by 10.64% considering financialhealth of the Company.

3. Number of permanent employees on the Roll.

During the Financial year the total number of employees on the roll were 58

4. Comparison between Share quotation and last public offer

Price quotation on 31st March Last public offer in year 1995 Change in % (Increase or Decrease)
2016
Rs. 26.10 Rs. 10.00 161% Increased

5. Particulars of the top 10 employee in respect of the remuneration drawnduring the year 2015-16 are as under.

Name of Employee Designation of the employee Remuneration received Nature of employment whether contractual or otherwise Qualifications and experience of the employee Date of commencement of employment The age of such employee The last employment held by such employee before joining the company Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager Remarks
1 Kailash Chand Sharma Chairman & MD 600000 Non- contractual B.Com. 21.11.90 56 Nil Relative of Mrs. Namita Sharma Director
2 Jagdish Prasad Agrawal Whole Time Director 600000 Non- contractual M.Com. LLB 21.11.90 74 N.A. No
3 Sharad Kumar Jain Whole Time Director 600000 Non- contractual B. Com. 24.08.09 52 N.A. Self
4 Ritesh Sharma Chief Financial Officer 595000 Non- contractual MBA MS 01-02-08 35 Asst. Mgr. at Tech Mahindra S/o Shri K C Sharma
5 P N Singh Plant Manager\ 585000 Non- contractual Dip. In Mech Engg. 01-12-10 69 Engineer at Glamptech N.A.
6 Dharmendra Kr. Dixit Refinery Manager 522000 Non- contractual Ph.D. 03-04-95 51 Lab Chemist at Pratap Industries Ltd. N.A.
7 Jinendra Kr. Jain Lab Manager 294000 Non- contractual MSc 03-10-06 58 Lab Incharge at Surya Agro Oils N.A.
8 S. R. Bawariya Boiler Manager 258000 Non- contractual Matriculate 05-12-94 53 Boiler foreman at Itarsi Oils N.A.
9 K. K. Rawat Electricals Manager 248050 Non- contractual Dip. in Electricals 05-04-94 49 Electrician at Itarsi Oils N.A.
10 Namita Tripathi Company Secretary 210000 Non- contractual Company Secretary 16-08-15 22 N.A. N.A.

 

For and on behalf of the Board
Place: Itarsi Kailash Chand Sharma
Date: 12th August 2016 Chairman & Managing Director
DIN 00012900