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Neueon Towers Ltd.

BSE: 532887 Sector: Infrastructure
NSE: NTL ISIN Code: INE333I01036
BSE 00:00 | 22 May 2.39 0.06
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NSE 00:00 | 22 May 2.40 0.10
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2.40

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OPEN 2.22
PREVIOUS CLOSE 2.33
VOLUME 17891
52-Week high 7.14
52-Week low 2.18
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.22
CLOSE 2.33
VOLUME 17891
52-Week high 7.14
52-Week low 2.18
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Neueon Towers Ltd. (NTL) - Director Report

Company director report

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Report and the Audited FinancialStatements of your Company for the year ended 31st March 2017.

Company's Performance:

Your Company has achieved a turnover of Rs. 20706.05 lakhs for the year ended 31stMarch 2017 as against the turnover of Rs. 140143.81 lakhs for the previous year ended31st March 2016 the highlights of the financial results are as follows:

(Rs. in lakhs)

Particulars

Financial Year ended 31st March 2017

Financial Year ended 31st March 2016
Profit before Depreciation and

(7268.26)

23572.30
Interest
Interest

29246.53

25795.56
Depreciation

9488.52

7830.51
Profit before tax

(46003.31)

(10053.77)
Provision for
- Current tax

-

-
- Deferred tax

3188.91

4501.99
Profit after tax

(49192.22)

(14555.76)
Dividend on CRPS

-

-
Profit carried to Balance Sheet

(49192.22)

(14555.76)

Review of Operations:

Operations stood at an all time low since the inception of the Company. Notwithstanding positive market conditions your Company is unable to capitalize on them dueto the financial constraints. Its inability to complete the existing contracts on hand isalso acting as an impediment in procuring new contracts. However all these are expectedto be obliterated once the present debt-restructuring initiative gets completed. Most ofthe capacity of the Company remain unutilized for want of resources. Your Directors hopeand wish to report a good performance in the years to come.

Subsidiary Companies:

Your Company has the following Wholly Owned Subsidiaries:

A) Digitech Business Systems Ltd:

The operations of M/s. Digitech Business Systems Limited have commenced in a small way.We have stepped up the marketing activities under the aegis of this Company and we hope toclock good turnover during the next year. Company has started looking for a strategicinvestor either to sell off or to join as a partner.

B) Telesuprecon Limited:

Your Company had acquired 51% of the shareholdings of M/s Telesuprecon Limited a GBL 2Company incorporatedin Mauritius. M/s Telesuprecon Limited has branches in three countriesviz. Malawi Zambia and Kenya providing telecom infrastructure services to Telecomoperators. The Telecom Business in Africa was slowdown and many contracts were keptpending due to Global recession. We hope for the improvement of the situation during thenext year. As per the law prevailing in Mauritius financial statements of M/sTelesuprecon Limited are not required to be audited.

C) STL Africa Limited:

As of date the concentration is more on CAD/ CAM contracts and Company is planning toenter into Execution Contracts across Eastern Africa and has already started working inthis direction.

Consolidated Financial Statements:

As required under the Listing Agreements entered into with the Stock Exchanges aconsolidated financial statement of the Company and all its subsidiaries is attached. Theconsolidated financial statement has been prepared in accordance with the relevantaccounting standards as prescribed under Section 133 of the Companies Act 2013. Theconsolidated financial statement discloses the assets liabilities income expenses andother details of the Company and its subsidiaries. As per the provisions of Companies Act2013 annual accounts of the subsidiary companies and the related detailed information willbe made available to the holding and subsidiary companies' investors seeking suchinformation at any point of time. The annual accounts of the subsidiary companies willalso be kept for inspection by any investor at its Registered Office and that of thesubsidiary companies concerned. A gist of the financial performance of the subsidiaries inthe prescribed Form AOC-1 is enclosed to this annual report as Annexure-I.

ParticularsofLoansGuaranteesorInvestments:

Particulars of Loans Guarantees and Investments as required under the provisions ofSection 186 of the Companies Act 2013 are provided in the notes to the FinancialStatements.

Deposits:

The Company has not accepted any deposits covered under chapter V of the Companies Act2013 and the Companies (Acceptance of Deposits) Rules 2014 for the year under review.

Industrial Relations:

Your directors are happy to report that during the year there were very cordial andextremely good industrial relations at all levels.

Meetings:

During the year under review 5 (Five) board meetings were held on 30th May 2016 27thAugust 2016 14th September 2016 14th December 2016 and 13th February 2017. Themaximum time-gap between any two consecutive meetings was within the period prescribedunder the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Directors:

During the year under review the Board has appointed Smt A. Syamala Reddy as anAdditional Director (Independent Director) w.e.f. 27th August 2016 and the members of theCompany at their 9th Annual General Meeting held on 30th September 2016 regularised andappointed her as an Independent Director under Section 149 of the Companies Act 2013 tohold office for 5 (Five) consecutive years w.e.f. 30th September 2016. Smt A.SyamalaReddy an Independent and Non Executive Director of the Company resigned from the Board ofDirectors with effect from 29th June 2017. The Board placed on record its sincereappreciation and thanks to Smt A. Syamala Reddy for her support and guidance provided fromtime to time during her tenure as a Director of the Company. The IDBI Bank substitutedtheir nominee Shri Saravanan Muthu in place of Shri Yashpal Gupta as a Nominee Director ofthe Company w.e.f. 14th February 2017 and the same was noted and approved by the Board ofDirectors in the Board Meeting held on 13th February 2017. Pursuant to the provisions ofSection 152 of the Companies Act 2013 and in accordance with the Articles of Associationof the Company Shri G.Srinivasa Raju the Managing Director of the Company will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The Resolutions proposing their reappointment/ appointments as Directors will be placedbefore the Shareholders for their approval at the ensuing Annual General Meeting of theCompany.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they continue to meet with the criteria of independence as prescribedunder sub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. None of theDirectors of your Company is disqualified under Section 162 (2) of the Companies Act2013. As required by law this position is also reflected in the Auditors' Report.

The following persons are Key Managerial Personnel of the Company:

1. Shri G. Srinivasa Raju Managing Director

2. Smt. S. Kalyani Vice-President (Finance)

3. Shri Ch. Mallikarjuna Company Secretary During the year Shri P. Apser Hussenresigned as Company Secretary and Shri Ch. Mallikarjuna has been appointed as CompanySecretary w.e.f. 14th December 2016.

For Directors seeking appointment/re-appointment in the forthcoming Annual GeneralMeeting of the Company; the particulars as required to be disclosed in accordance withRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of this Report.

Related Party Transactions:

The Board of Directors on recommendation of the Audit Committee framed a policy forRelated Party Transaction which includes matters covered u/s 178(3) of the Companies Act2013. The details of the same are provided in the Corporate Governance Report. The Policyis also posted in the Investors section of the Company's website.

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. The requisite details of the related partytransactions entered into during the financial year are provided in Annexure-IIincluded in this report. Suitable disclosure as required by the Accounting Standards(AS18) has been made in the notes to the Financial Statements. All Related PartyTransactions are placed before the Audit Committee as also the Board for approval whereever required. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseeable and repetitive nature. A statement giving detailsof all related party transactions entered into pursuant to the omnibus approval so grantedare placed before the Audit Committee on a quarterly basis.

None of the Directors other than to the extent of their shareholding receipt ofremuneration / commission has any pecuniary relationships or transactions vis--vis theCompany.

Audit Committee:

Your Company has constituted an Audit Committee as per the requirements of Section 177of the Companies Act 2013. The details of the composition of the Audit Committee asrequired under the provisions of Section 177(8) of the Companies Act 2013 is given inthe Corporate Governance Report furnished as part of the Annual Report. During the yearunder review the Board has accepted all the recommendations of the Audit Committee.

Sexual Harassment Policy:

The Company as required under the provisions of "The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013" has framed a Policy onProhibition Prevention and Redressal of Sexual Harassment of Women at Workplace andmatters connected therewith or incidental thereto.

In the year under review the Company has not received any complaint under the saidPolicy.

Corporate Social Responsibility:

The Board of Directors on recommendation of the Corporate Social ResponsibilityCommittee framed a Corporate Social Responsibility Policy in consonance with Section 135of the Companies Act 2013 read with the rules framed there under duly indicating theactivities to be undertaken by the Company as specified in the Schedule VII of theCompanies Act 2013. The Corporate Social Responsibility Policy is posted in the Investorssection of the Company's website.

The Annual Report on CSR activities is annexed herewith as Annexure - III andforms part of this report.

Risk Management:

The Risk Management programme at the Company is focused on ensuring that risks areknown and addressed. The Board of Directors on recommendation of the Audit Committeeestablished a robust Risk Management framework by framing a Risk Management Policy to dealwith all risks including possible instances of fraud and mismanagement if any. The RiskManagement Policy details the Company's objectives and principles of Risk Management alongwith an overview of the Risk Management process procedures and related roles andresponsibilities. The Board is of the opinion that there are no elements of risks that maythreaten the existence of the Company. The board periodically tracks the progress ofimplementation of the Risk Management policy.

Directors' Responsibility Statement:

Directors' Responsibility Statement as required under the provisions of Section134(3)(c) of the Companies Act 2013 is given in the Annexure - IV attached heretoand forms part of this Report.

Statutory Auditors:

M/s. Venugopal & Chenoy (Regn. No.004671S) Chartered Accountants Hyderabad willhold the office up to the conclusion of this 10th Annual General Meeting as per theprovisions of the Companies Act 2013.

M/s Venugopal & Chenoy have been appointed as the statutory auditors of the Companyfrom financial year 2011-12 onwards and was re-appointed for the term of three financialyears from 2014-15 to 2016-17 at the 7th AGM held on 30th September 2014. As per theprovisions of Section 139 of the Act read along with rules framed there under no listedcompany can appoint or re-appoint an audit firm as auditors for more than two terms offive consecutive years each. In view of the above M/s Venugopal & Chenoy beingeligible for re-appointment for another 5 years and hence it is proposed to recommendtheir appointment as the statutory auditors of the Company for a further period of 5financial years (i.e. from 2017-18 to 2021-22) for the 2nd term subject to ratificationby the members at every Annual General Meeting hereafter.

M/s. Venugopal & Chenoy Chartered Accountants Hyderabad has furnished writtenconsent and a certificate of their eligibility obtained as required under second provisoof Section 139(1) of the Companies Act 2013 read with the rules made thereunder. In termsof the SEBI (LODR) Regulations 2015 they have confirmed that they hold a validcertificate.

Your Board of Directors recommended the reappointment of M/s Venugopal & ChenoyChartered Accountants (Registration No. 004671S) Hyderabad as Statutory Auditors of yourCompany. Your approval for such appointment is solicited. The Audit Report issued by theStatutory Auditors for the financial year ended 31st March 2017 forms part of thisReport. There are no qualifications reservations or adverse remarks made by the StatutoryAuditors which requires explanation or comments from the Board.

Cost Auditors:

M/s. Nageswara Rao Co. Cost Accountants (Member Ship No Firm No.000332) Hyderabadwere re-appointed as Cost Auditors of the Company for the Year 2017-18 as per theprovisions of the Companies Act 2013 and the rules made there under.

The Cost Auditor has submitted the report along with their observations andsuggestions and Annexure to the Central Government/stipulated authority within stipulatedtime period.

Members are requested to ratify the remuneration payable to the Cost Auditors at theensuing Annual General Meeting of the company in accordance with Section 148 of theCompanies Act 2013.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Audit Committee appointedShri Y Ravi Prasada Reddy Practicing Company Secretary (CP. No 5360) to undertake theSecretarial Audit of the Company. The Secretarial Audit Report issued by Shri Y RaviPrasada Reddy Practicing Company Secretaries for the financial year ending 31st March2017 is given in the Annexure-V attached hereto and forms part of this Report.There are no qualifications reservations or adverse remarks made by the secretarialauditor and the observation made is self explanatory and requires no further explanationfrom the Board.

Extract of Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act 2013 and rules framedthere under the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-VIand forms part of this Report.

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are given in the Annexure-VII attachedhereto and forms part of this Report.

Environment and Social Obligation:

The Company's plants comply with all norms set up for clean and better environment bythe competent authorities. The Company undertakes regular checks / inspections includingcertification for the maintenance of the environment. The Company values environmentalprotection and safety as the major considerations in its functioning.

Particulars of Employees:

The information required pursuant to the provision of Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are set out in Annexure-VIII of this Report.

Vigil Mechanism:

The Board of Directors on recommendation of the Audit Committee established a vigilmechanism by framing a Whistle Blower Policy to deal with instance of fraud andmismanagement if any. The Vigil Mechanism framework ensures that strict confidentialityis maintained whilst dealing with concerns and also that no discrimination shall be metedout to any person for a genuinely raised concern. The designated officer/ Audit CommitteeChairman can be directly contacted to report any suspected or confirmed incident of fraud/misconduct.

Remuneration Policy:

The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013. The details of the same are provided in the Corporate Governance Report.

The Policy is also posted in the Investors section of the Company's websitewww.sujana.com

Board Evaluation:

Board of Directors evaluated the annual performance of the Board as a whole itscommittee's and the directors individually in accordance with the provisions of theCompanies Act 2013 in the following manner:? Structured evaluation forms aftertaking into consideration inputs received from the Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance for evaluation of the performance of the Board its Committee's and eachdirector were circulated to all the members of the Board along with the Agenda Papers.

? The members of the Board were requested to evaluate by filling the evaluationforms and the duly filled in evaluation forms were required to be sent to the CompanySecretary in a sealed envelope or personally submitted to the Chairman at the concernedmeeting.? The Board also provided an individual feedback to the concerned directoron areas of improvement if any.

? A separate meeting of Independent Directors was held on 30th March 2017 toevaluate the performance of the Chairman the Non Independent Directors the Board andflow of information from management.

Human Resource Management:

Human Capital has gained prime importance in last few years. Our Company believes thatthe human capital is of utmost importance to sustain the market leadership in all productsegments and also to capture new markets. We have changed the Organisation Structure tooptimise best resources & to leverage the market potential. We have identified thehigh Performers and rewarded them appropriately which has helped to achieve betteremployee engagement.

Dividend:

As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS) yourCompany is required to pay the dividend of Rs. 296800/- (Previous year Rs. 124203/-)which represents 1% on 296795 Cumulative Redeemable Preference Shares(CRPS) of Rs.100/-each to the holders of Cumulative Redeemable Preference Shares for the year under review.However the Company has also not provided any provision of dividend tax. With anunprecedented raise costs and interrupted supplies and power cuts operations are severelyhit. The Company's operations also hampered during the year. As a result the profit of theCompany was declined and your director's are not proposing any equity dividend during theyear.

Quality:

Your Company accord to high priority to quality safety training development healthand environment. The Company endeavors to ensure continuous compliance and improvements inthis regard.

Material Changes and Commitments:

During the year the Management has considered opportunities to cede some of thebusiness verticals of the Company i.e. ‘(a) Unit – I: Plot No. 9 Survey No.172/EUUU IDA Bollaram Jinnaram Mandal Sanga Reddy Dist. Telangana; (b) Unit - II:Plot No. 10 A Survey No.172 IDA Bollarum Jinnaram Mandal Sanga Reddy Dist. Telangana;(c) Unit – III: Plot No. 128/A Survey No. 172/B IDA Bollaram

Jinnaram Mandal Sanga Reddy Dist Telangana; (d) Unit – V: Survey No. 321Turkala Khanapur Hathnoora Mandal Sanga Reddy Dist Telangana'. It is proposed tohive-off/sell/transfer the above business verticals to M/s. Agarwal Steel Structures(India) Private Limited (Buyer). This hive-off is subjective the approval of CompetitionCommission of India (CCI) The Buyer is under process of obtaining the same.

Details of significant and material Orders passed by the regulators or courts ortribunals impacting the going concern status of the Company and the Company's operationsin future:

There are no significant and material orders passed during the year.

Internal Control Systems and their adequacy:

Your Company has an effective Internal Control System to prevent fraud and misuse ofCompany's resources and protect shareholders' interest. Your Company has an independentInternal Audit Department to monitor and review and focus on the compliances of variousbusiness processes. The internal audit report alongwith audit findings and tracking ofprocess improvements & compliances is presented for review to the Audit Committee ofBoard of Directors.

Corporate Governance:

Your Company has complied the applicable regulations of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 regarding Corporate Governance. ManagementDiscussion and Analysis report given as Annexure - IX. A report on the CorporateGovernance practices the practicing Company Secretary' Certificate on compliance ofmandatory requirements thereof and are given as Annexure - X to this report.

Acknowledgment:

The Board of Directors places on record their appreciation for the co-operation andsupport extended by all stakeholders in the Company including the Shareholders BankersSuppliers and other Business Associates.

The Directors also wish to place on record their appreciation for all the employees fortheir commitment and contribution towards achieving the goals of the Company.

The Directors also thank the Governments of various Countries Government of IndiaState Governments in India and concerned Government Departments/Agencies for theirco-operation.

BY ORDER OF THE BOARD
G.Srinivasa Raju S.Hanumantha Rao
Managing Director Director
(DIN: 00132249) (DIN: 00118801)
Place: Hyderabad
Date: 14th August 2017

Annexure - I FORM AOC-1

(Pursuant to first proviso to sub-section(3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries / associate companies / joint ventures

Part "A" : Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs. Inlakhs)

1. Sl.No. 1 2 3
2. Name of the Subsidiary Digitech Business Systems Limited STL Africa Limited Telesuprecon Limited
3. Reporting period for the subsidiary concerned if different from the holding company's reporting period 01.04.2016 to 31.03.2017 01.04.2016 to 31.03.2017 01.04.2016 to 31.03.2017
4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. 1USD = Rs.64.84 1USD = Rs.64.84 1USD = Rs.64.84
5. Share Capital 19385.44 0.07 0.65
6. Reserves & Surplus 429.99 13386.10 (8315.79)
7. Total Assets 19815.43 13386.17 804.02
8. Total Liabilities 19815.43 13386.17 804.02
9. Investments - - -
10. Turnover 4165.53 - -
11. Profit before taxation 111.31 - -
12. Provision for taxation - - -
13. Profit after taxation 111.31 - -
14. Proposed Dividend - - -
15. % of shareholding 100 100 51

Part "B": Associates and Joint Ventures

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

NOT APPLICABLE

Annexure - II

Details of Related Party Transactions Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's lengthbasis : No transactions.

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:

(a) Name(s) of the related party and nature of relationship (b) Nature of contracts/ arrangements/ transactions (c) Duration of the contracts/ arrangements/ transactions (d) Salient terms of the contracts or arrangements or transactions including the value if any: (e) Date(s) of approval by the Board if any: (f) Amount paid as advances if any:
1 Splendid Metal Products Ltd Common Director Sales One year Rs. 517.27 Lakhs Not Applicable Nil
2 Splendid Metal Products Ltd Common Director Purchases One year Rs. 342.57 Lakhs Not Applicable Nil
3 Sujana Universal Industries Limited Common Director Sales One year - Not Applicable Nil
4 Sujana Universal Industries Limited Common Director Purchases One year - Not Applicable Nil

 

By order of the Board
Place: Hyderabad G.Srinivasa Raju S.Hanumantha Rao
Date : 14th August 2017 Managing Director (DIN: 00132249) Director (DIN: 00118801)

Annexure - IV

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013 and on thebasis of compliance certificate received from the executives of the Company and subject todisclosures in the Annual Accounts as also on the basis of the discussion with theStatutory Auditors of the Company from time to time and to the best of their knowledgeand information furnished the Board of Directors states: I. That in preparation of theAnnual Accounts for the year ended 31st March 2017; all the applicable AccountingStandards prescribed by the Institute of Chartered Accountants of India have been followedalong with proper explanation relating to material departures if any.

II. That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the loss of theCompany is Rs. 49122.22 lakhs for the financial year ended 31st March 2017.

III. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. IV. That the Annual Accounts for the year ended 31st March 2017has been prepared on a going concern basis. V. That proper internal financial control werein place and that the financial controls were adequate and were operating effectively. VI.That systems to ensure compliance with the provisions of all applicable laws were in placeand were adequate and operating effectively.

Annexure - VII

Statement of particulars of the conservation of energy technology absorption foreignexchange earnings and outgo as per Rule 8 of Companies (Accounts) Rules 2014 A)Conservation of energy:

Electricity Coal & Furnace Oil — purchased for manufacture of re-rolledproducts and galvanized towers parts

2016-17 2015-16
1. Electricity
Units (KWH) 1828172 1954546
Total amount (Rs.) 21167841 20820852
Rate/units (Rs.) 11.58 10.65
2. Coal
Quantity (Tonnes) 2371.06 2240.11
Total Cost (Rs.) 13075218 10556927
Average Rate (Rs.) 5514.50 4712.68
3. Furnace Oil
Quantity (Ltrs.) 20560 -
Total Cost (Rs.) 450455 -
Average Rate (Rs.) 21.90 -
Electricity (KWH) - 145.17
Coal (Tonnes) 0.23 0.20

a. Steps taken or impact on conservation of energy: NA b. Steps taken by the companyfor utilising alternate sources of energy: NA c. Capital investment on energy conservationequipment: NA

B) Technology absorption: a. Efforts made towards technology absorption; NA b. Thebenefits derived like product improvement cost reduction product development or importsubstitution Nil c. In case of imported technology (imported during the last three yearsreckoned from the beginning of the financial year): N/A d. Details of the expenditureincurred on Research and Development: Nil

C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year is Rs. Nil lakhsand the Foreign Exchange outgo is Rs Nil lakhs during the year in terms of actualoutflows.

Annexure - VIII

Details pertaining to remuneration as required u/s 197(12) of The Companies Act 2013read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

1. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17 percentage increase inremuneration of each Director Chief Financial Officer and Company Secretary in thefinancial year 2016-17 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company are as under:

S. No. Name of the Director/ KMP (Designation) Remuneration for FY 2016-17 (in lakhs) Ratio of remuneration to the median remuneration of the employees % increase in remuneration in the FY 2016-17
01 G Srinivasa Raju (Managing Director) * Nil - -
02 S. Kalyani (Vice President) 30.00 12.50 Nil
03 P. Apser Hussen (Company Secretary upto 14.12.2016 and continue as Vice president since 15.12.2016 onwards) 18.19 7.58 Nil
04 Ch. Mallikarjuna (Company Secretary w.e.f.14.12.2016) 2.28 0.95 Nil

• None of the other directors except as disclosed above draws any remuneration inthe Company.

The median remuneration of employees of the Company during the financial year 2016-17was 2.40 lakhs against the median remuneration of 2.35 lakhs during the previous yearsignifying an increase of 0.45% in the financial year; As on 31st March 2017 there were64 Number of permanent employees on the rolls of Company;

2. The relationship between average increase in remuneration and companyperformance:

The average increase in remuneration during the financial year 2016-17 is Nil. Thetotal employees cost for the financial year ended 31st March 2017 is Rs. 482.43 lakhsagainst Rs. 535.56 lakhs for the financial year ended 31st March 2016. The total netrevenue of the company for financial year ended 31st March 2017 is Rs. 20327.68 lakhs asagainst Rs. 139890.25 lakhs for the financial year ended 31st March 2016. The totalemployees cost as a percentage of net total revenue was 2.37 % (last year 0.38%). Theperformance was decreased 85.47 % during the financial year compared to last year.

3. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:

Rs. in lakhs
Particulars 2016-17 2015-16
Aggregate Remuneration of KMP in Financial Year 32.28 30.00
Revenue 20327.68 139890.25
Remuneration of KMP (as % of revenue) 0.159 0.021

4. Variations in the market capitalisation of the Company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the company came out with the last public offer:

Sl. No. Description Rs. in lakhs
1 Market Capitalisation
Mcap at 31st March 2017 2929.01
Mcap at 31st March 2016 5762.56
Variation in Mcap in FY 2017 (%) (50.83%)
2 Price Earnings Ratio (PE Ratio) – (Mkt Price / EPS)
PE at 31st March 2017 (0.06)
PE at 31st March 2016 (0.41)
Variation in PE in FY 2017 (%) (14.63)
3 % Increase/Decrease from last Public Offer
FPO price per share
Not Applicable^
Market price as at 31 March 2017
% decrease from last FPO

^ The Company was demerged from M/s. Sujana Metal Products Limited with approval ofHon'ble High Court.

5. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year: Nil

6. 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 of the Company: N.A.

7. 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: N.A.

8. Particulars of employees as required under rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014: Nil

9. It is hereby confirmed that the remuneration paid is as per the RemunerationPolicy of the Company.