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Noesis Industries Ltd.

BSE: 530435 Sector: Others
NSE: NOESISIND ISIN Code: INE141B01020
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Noesis Industries Ltd. (NOESISIND) - Director Report

Company director report

To the Members

Your Directors are presenting the Twenty-Eighth Annual Report and the Company's AuditedFinancial Statement for the Financial Year ended 31st March 2015.

1. FINANCIAL RESULTS

(Rs. In lacs)

Particulars Year ended 31.03.2015 Period ended 31.03.2014
Total Income 2.04 273.97
Profit/(Loss) from Ordinary activities before Exceptional Item (974.73) (3811.41)
Profit/(Loss) from Ordinary activities before Tax (1074.30) (3833.98)
Less: Provision for Tax
Current Tax
Deferred Tax
Profit/(Loss) from Ordinary activities after Tax (1074.30) (3833.98)
Add: Write back of Excess Provisions (5.42) (293.20)
Net Profit for the period from Ordinary activities after Tax (1068.88) (3540.78)
Net Profit for the period (1068.88) (3540.78)

2. FINANCIAL/ OPERATION PERFORMANCE REVIEW

During the year under review the Company recorded a turnover of Rs. 2.04 lacs and lossof Rs. (1068.88) lacs. The Company has incurred business losses arising out of productobsolescence under cutting from unorganized sector high interest rates and write off ofpending claims. Over the past few years the consumer electronic sector has faced changesin the consumer preferences as well as the demand patterns. The company was trying todiversify to add new products to mitigate these risks but due to general slow down in theeconomy; lack of capital and high interest costs these plans could not get materialized.The company had to write off/revalue some of its obsolete/ irrecoverable current assetsresulting into business losses. The Company‘s activities and operations standdiscontinued since middle of Financial Year 2012-13. Previous year figures of 9 months arenot comparable to current year figures of 12 months period.

However in view of heavy Losses in the past and loss during the current yearoperations have been virtually discontinued. Lenders had declared Loans as N.P.A whichstand recalled. Lenders have issued notices under the SARFAESI Act 2002 and have alsofiled suits for recovery with Debts Recovery Tribunal. Management is hopeful of furthercapital raisin from promoters & group support settlement /re-structuring of loans andstarting of activity for revival. As per management's said perception these accounts havebeen prepared on a going concern basis. However in the opinion of statutory auditorslooking at the continuous losses during the current year & last 3 years leading toerosion of net worth to minus Rs. 23611.26 Lacs defaults of Rs. 21925.20 Lacs towardsrepayment of dues to banks and financial Institutions and with no activity for revival.It is not feasible for the company to continue as going concern.

3. PRESENT STATUS OF BANK LOANS

• Punjab National Bank as the Lead Bank under the Consortium Lending arrangementfor itself and for 6 other Banks has issued notice dated 10.12.2013 u/s 13 (4) of ChapterIII of Securitization And Reconstruction of Financial Assets & Enforcement of SecurityInterest Act 2002 (SARFAESI Act 2002) claiming dues of the value of Rs.17948.67 lacsalong with further interest up to the date of payment. Symbolic possession of immovable'sin pursuance of the said notice was taken over on 22.01.2014.

• UCO Bank had filed application u/s 19(4) of the Recovery of Debts Due to Banks& Financial Institutions Act1993 before the Debts Recovery Tribunal Delhi videapplication dated 26.03.2013 along with interest up to the date of payment.

• Standard Chartered Bank had filed application u/s 19 (4) of the RDDB Act &Financial Institutions Act1993 before the Debts Recovery Tribunal Delhi vide applicationdated 20.05.2013 claiming recovery of debts of Rs. 1857.79 lacs along with interest up tothe date of payment.

• Punjab National Bank has filed application u/s 19(4) of the RDDB Act before theDebts Recovery Tribunal Delhi vide application dated 19.09.2013 claiming dues on behalf of5 Lending Banks namely Punjab National Bank itself Allahabad Bank State Bank of MysoreIDBI Bank Ltd. & Punjab & Sind Bank of the value of Rs.13259.55 lacs along withinterest up to the date of payment.

4. DIVIDEND

Keeping in view the business losses the directors of your Company do not recommend anydividend for the year under review.

5. FIXED DEPOSITS

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta Directors of the Company retire byrotation at the ensuing Annual General Meeting and being eligible have offered themselvesfor re-appointment.

During the year under review Mr. Rajesh Galhotra has been re- designated as Director& Chief Financial Officer of the Company with effect from 1st February2015. Further Ms. Pandey Pooja Manish be appointed as Company Secretary of the Companyw.e.f. 1st February 2015.

In terms of Section 149(7) of the Companies Act 2013 Mr. Kamal Kumar Jain and Mrs.Kalpana Gupta Independent Directors of the Company have given declarations to the Companyto the effect that they meet the criteria of independence as provided in Section 149(6) ofthe Companies Act 2013.

Brief resumes of Directors proposed to be so appointed or re-appointed nature of theirexpertise in specific functional areas names of Companies in which they holddirectorships and their memberships/ chairmanships on Board Committees of variousCompanies have been provided in the Corporate Governance Report. However brief resume ofMr. Rajesh Galhotra re- designated as Director & Chief Financial Officer of theCompany as required under Clause 49 of the Listing Agreement and Companies Act 2013forms part of the Notice convening the AGM.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors state that:

a) in the preparation of the annual accounts for the year ended March 312015 theapplicable accounting standards have been followed alongwith proper explanation relatingto material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profit ofthe Company for the year ended on that date;

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

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

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

8. POLICIES OF THE COMPANY

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at www.mvlindustries.in.

The following policies of the Company are attached herewith marked as Annexure I andAnnexure II:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees.

9. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The report on Corporate Governance as stipulated under the Listing Agreement forms anintegral part of this Report and attached as Annexure III. The requisitecertificate from Mr. V. Ramasamy Proprietor of V. Ramasamy & Co. a firm ofPracticing Company Secretary (Membership No. FCS 6191 and CP No. 6618) confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.

11. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 25.19 to the financial statementwhich sets out related party disclosures.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT. 2013

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

13. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. The details in respect of internal financial control and theiradequacy are included in the Management Discussion & Analysis which forms part ofthis report.

16. PARTICULARS OF EMPLOYEES

Information as per section 197(12) of the Companies Act 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not given in this Report as no employee of your Company is covered as per provisionscontained therein.

17. AUDITORS

M/s. Arun Kishore & Co. Chartered Accountants who are the Statutory Auditors ofthe Company holds office till the conclusion of the forthcoming Annual General Meetingand is eligible for re-appointment. They have confirmed their eligibility to the effectthat their re-appointment if made would be within the prescribed limits under Section141(3) (g) of the Companies Act 2013 and that they are not disqualified forre-appointment.Your Board recommends ratification of their appointment for the FinancialYear 2015-16.

18. AUDITORS’ REPORT

a. The Auditors' Report to the members together with Audited Accounts for the periodended 31st March 2015 and notes thereon are attached which areself-explanatory except their remark regarding leave encashment and gratuity to which theBoard explains that provision of leave encashment and gratuity are made by the Company ofits own estimates rather than on actuarial valuation basis in terms of AccountingStandard AS-15.

b. Point no. 4 of Auditor Report per se is the opinion of the Auditor on certain pointsof notes to accounts attached to the financial statement for the period ended 31.03.2015.Since notes to accounts are part of financial statement prepared by the Company theCompany in the relevant points has explained the each situation which has arisen thistime. The relevant clauses of notes to accounts alongwith Board's response is as follows:-

i. Note No. 26.12 Regarding the financial statements of the company being prepared on agoing concern basis notwithstanding the fact that operations have been discontinued Lossof Rs. 1068.88 Lacs has been incurred during the year net worth is minus Rs. 23611.26Lacs and defaults towards repayment of dues to banks and financial institution are of Rs.21925.19 Lacs with no activity for revival: The Board is of the opinion that the companycan revive if loans are restructuredand new product lines are introduced.

ii. Note No. 26.09 regarding non availability of confirmations in respect of debitand/or credit balances of loans advances deposits trade payable.The Board is of theopinion that due to closure of business line a wide nature of consequential claims havearisen against the company therefore it would not be possible to obtain suchconfirmations of debit/credit balances.

iii. Note No. 26.13 regarding non provision of penal interest on recalled banks loansdeclared as NPA: The Board is of the opinion that liability for penal interest payable hasnot been quantified on account of uncertainty and discretionary nature of lending banks onthis matter.

iv. Note No. 26.17 regarding Non-provision of interest on recalled banks loans declaredas NPA to the extent of Rs. 32.57 crores: The lender banks are not booking interest incomeon the NPA Accounts as per prudential norms issued by Reserve Bank of India. On thesimilar footing the Board is also of the opinion that interest provision on NPA/recalledaccounts be not made as the Settlement proposals are under consideration of the lenderbanks.

19. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Manoj Sharma Partner RSMV & Co. Company Secretaries(Membership No. FCS 7516 and C.P. No. 11571) to conduct Secretarial Audit for thefinancial year 2014-15. The Secretarial Audit Report for the financial year ended March312015 is annexed herewith and marked as Annexure IV to this Report.

The observations of Secretarial Auditor are self-explanatory except their remark on thebelow points alongwith Board's response is as follows:-

i. Appointment of Company Secretary: The Board explains that the Company Secretary ofthe company had resigned w.e.f. 31st October 2013. The company made efforts toappoint a company secretary immediately. The company could appoint company secretaryw.e.f. 1st February 2015 only. However the company had designated Mr. RakeshGupta Whole Time Director of the company as compliance officer for the period from 1stNovember 2013 to 31st January 2015. Further the company had designated Mr. Uday Sharmaa semi-qualified person as Compliance Officer in compliance of Clause 47(f) of theListing Agreement with the Stock Exchanges at its Board Meeting held on 13/02/2015 andintimated the Stock Exchanges on 13/02/2015.

ii. The Lenders to the Company (consortium of bankers) have recalled the loans andissued notice under SARFAESI Act 2002: The Board is of the opinion that the company canrevive if loans are restructured and new product lines are introduced.

iii. Present Status of Bank Loans: The Board is of the opinion that observation on thispoint is based on the facts and need no comments from the Board.

iv. The Report of the Statutory Auditors on the Financial Statement for the FinancialYear 2014-15 is qualified on the basis of the Notes on Accounts (26.12 26.09 26.13 and26.17): The Board is giving their explanation to the same in their report to theshareholders at 18.b.i to 18.b.iv above.

20. MEETINGS OF THE BOARD

Nine (9) meetings of the Board of Directors were held during the year the details ofwhich are given in the Corporate Governance Report that forms part of this Annual Report.The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.

21. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 furnished in Form MGT-9is annexed herewith as Annexure V.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

As per the provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7of the Companies (Meetings of the Board and its Powers) Rules the Audit Committeeconsists of the following members:

a. Mrs. Kalpana Gupta

b. Mr. Rajesh Galhotra

c. Mr. Kamal Kumar Jain

The above composition of the Audit Committee consists of Independent Directors viz.Mrs. Kalpana Gupta and Mr. Kamal Kumar Jain who form the majority.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardhas set up a Stakeholders Relationship Committee comprising of Mrs. Kalpana Gupta(Chairman) Mr. Rajesh Galhotra and Mr. Rakesh Gupta as other Members. The details of theCommittee are furnished at 3(b) of Report of Corporate Governance of this Annual Report.

24. NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardhas set up a Nomination and Remuneration Committee comprising of Mrs. Kalpana Gupta(Chairman) Mr. Kamal Kumar Jain and Mr. Rajesh Galhotra as other Members. The details ofthe Committee are furnished at 3(c) of Report of Corporate Governance of this AnnualReport.

25. CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy and technologyabsorption are not applicable to the Company.

26. RESEARCH AND DEVELOPMENT

Since the market scenario and technologies are changing rapidly Research andDevelopment (R&D) is important to ensure that Company increases its market share. TheCompany has always attempted to use the latest and advanced technology for its productlines but keeping pace with current technological developments is becoming difficult forwant of capital. The slow down in the economy and higher interest costs has also deterredthe further research and development activities of the company to keep it abreast with thecurrent technological changes.

27. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings Rs. Nil

b) Foreign Exchange Outgo Rs. Nil

28. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a risk management committee. The details ofthe committee and its terms of reference are set out in the corporate governance reportforming part of the Boards report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

29. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.

30. SIGNIFICANT AND MATERIAL ORDERS BY ANY COURTS OR TRIBUNALS

No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.

31. ACKNOWLEDGEMENT

During the current difficult times where the company is facing all the challenges yourDirectors place on record their appreciation for the overwhelming co-operation andassistance received from investors customers business associates bankers vendors aswell as regulatory and government authorities. Your Directors also thank the employees atall levels who through their dedication and co-operation have always supported thecompany.

By Order of the Board of Directors

For Noesis Industries Limited

Sd/-

(Prem Adip Rishi)

Chairman & Managing Director

Place: New Delhi

Date : 25th August 2015

Registered Office: 1201B 12th Floor Hemkunt Chamber 89 NehruPlace New Delhi-110019 Tel: +91-11-41662674 E-mail: coporates@yahoo.com Website: www.mvlindustries.in CIN: L32109DL1986PLC026273

ANNEXURE I TO DIRECTORS’ REPORT

Policy for Selection of Directors and determining Directors’ independence

Introduction

Noesis Industries Limited (Noesis) believes that an enlightened Board consciouslycreates a culture of leadership to provide a longterm vision and policy approach toimprove the quality of governance. Towards this Noesis ensures constitution of a Board ofDirectors with an appropriate composition size diversified expertise and experience andcommitment to discharge their responsibilities and duties effectively.

Noesis recognizes the importance of Independent Directors in achieving theeffectiveness of the Board. Noesis aims to have an optimum combination of ExecutiveNon-Executive and Independent Directors.

Scope and Exclusion:

This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent directors ofthe Company.

Terms and References:

In this Policy the following terms shall have the following meanings:

"Director" means a director appointed to the Board of a company.

"Nomination and Remuneration Committee" means the committee constitutedby Noesis's Board in accordance with the provisions of Section 178 of the Companies Act2013 and Clause 49 of the Equity Listing Agreement.

"Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Clause 49(II)(B) of the Equity ListingAgreement.

Policy:

i. Qualifications and criteria: The Nomination and Remuneration Committee and theBoard shall review on an annual basis appropriate skills knowledge and experiencerequired of the Board as a whole and its individual members. The objective is to have aBoard with diverse background and experience that are relevant for the Company's globaloperations.

In evaluating the suitability of individual Board members the Nomination andRemuneration Committee may take into account factors such as: General understanding ofthe Company's business dynamics global business and social perspective; Educational andprofessional background Standing in the profession; Personal and professional ethicsintegrity and values; Willingness to devote sufficient time and energy in carrying outtheir duties and responsibilities effectively.

The proposed appointee shall also fulfill the following requirements:

Possess a Director Identification Number; shall not be disqualified under the CompaniesAct 2013; Give his written consent to act as a Director; Endeavour to attend all BoardMeetings and wherever he is appointed as a Committee Member the Committee Meetings; Abideby the Code of Conduct established by the Company for Directors and Senior ManagementPersonnel; Disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made; Such other requirements as may be prescribed fromtime to time under the Companies Act 2013 Equity Listing Agreements and other relevantlaws.

The Nomination and Remuneration Committee shall evaluate each individual with theobjective of having a group that best enables the success of the Company's business.

ii. Criteria of Independence: The Nomination and Remuneration Committee shallassess the independence of Directors at the time of appointment / re-appointment and theBoard shall assess the same annually. The Board shall re-assess determinations ofindependence when any new interests or relationships are disclosed by a Director.

The criteria of independence as laid down in Companies Act 2013 and Clause 49 of theEquity Listing Agreement is as below:

An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director—

a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoter of the company or its holding subsidiary orassociate company; (ii) who is not related to promoters or directors in the company itsholding subsidiary or associate company;

c. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

e. who neither himself nor any of his relatives— (i) holds or has held theposition of a key managerial personnel or is or has been employee of the company or itsholding subsidiary or associate company in any of the three financial years immediatelypreceding the financial year in which he is proposed to be appointed; (ii) is or has beenan employee or proprietor or a partner in any of the three financial years immediatelypreceding the financial year in which he is proposed to be appointed of— (A) a firmof auditors or company secretaries in practice or cost auditors of the company or itsholding subsidiary or associate company; or (B) any legal or a consulting firm that hasor had any transaction with the company its holding subsidiary or associate companyamounting to ten per cent or more of the gross turnover of such firm; (iii) holds togetherwith his relatives two per cent or more of the total voting power of the company; or (iv)is a Chief Executive or director by whatever name called of any nonprofit organisationthat receives twenty-five per cent or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds two percent or more of the total voting power of the company; or (v) is a material supplierservice provider or customer or a lessor or lessee of the company.

f. shall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or other disciplinesrelated to the Company's business.

g. shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.

h. who is not less than 21 years of age.

The Independent Directors shall abide by the "Code for Independent Directors"as specified in Schedule IV to the Companies Act 2013.

iii. Other directorships / committee memberships: The Board members are expected tohave adequate time and expertise and experience to contribute to effective Boardperformance. Accordingly members should voluntarily limit their directorships in otherlisted public limited companies in such a way that it does not interfere with their roleas directors of the Company. The Nomination and Remuneration Committee shall take intoaccount the nature of and the time involved in a Director's service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

A Director shall not serve as Director in more than 20 companies of which not more than10 shall be Public Limited Companies. A Director shall not serve as an IndependentDirector in more than 7 Listed Companies and not more than 3 Listed Companies in case heis serving as a Whole-time Director in any Listed Company.

A Director shall not be a member in more than 10 Committees or act as Chairman of morethan 5 Committees across all companies in which he holds directorships. For the purpose ofconsidering the limit of the Committees Audit Committee and Stakeholders' RelationshipCommittee of all Public Limited Companies whether listed or not shall be included andall other companies including Private Limited Companies Foreign Companies and Companiesunder Section 8 of the Companies Act 2013 shall be excluded.

ANNEXURE II TO DIRECTORS’ REPORT

Remuneration Policy for Directors Key Managerial Personnel and other employees

Introduction: Noesis Industries Limited (Noesis) recognizes the importance ofaligning the business objectives with specific and measureable individual objectives andtargets. The Company has therefore formulated the remuneration policy for its directorskey managerial personnel and other employees keeping in view the following objectives:

a. Ensuring that the level and composition of remuneration is reasonable and sufficientto attract retain and motivate to run the company successfully.

b. Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks.

c. Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.

Scope and Exclusion: This Policy sets out the guiding principles for the Nominationand Remuneration Committee for recommending to the Board the remuneration of thedirectors key managerial personnel and other employees of the Company.

Terms and References: In this Policy the following terms shall have the followingmeanings:

"Director" means a director appointed to the Board of the Company.

"Key Managerial Personnel" means:

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act 2013

"Nomination and Remuneration Committee" means the committee constitutedby Noesis's Board in accordance with the provisions of Section 178 of the Companies Act2013 and Clause 49 of the Equity Listing Agreement.

Policy:

Remuneration to Executive Directors and Key Managerial Personnel: The Board on therecommendation of the Nomination and Remuneration Committee shall review and approve theremuneration payable to the Executive Directors of the Company within the overall limitsapproved by the shareholders. The Board on the recommendation of the Nomination andRemuneration Committee shall also review and approve the remuneration payable to the KeyManagerial Personnel of the Company.

The remuneration structure to the Executive Directors and Key Managerial Personnelshall include the following components: (i) Basic Pay (ii) Perquisites and Allowances(iii) Commission (Applicable in case of Executive Directors) (iv) Retiral benefits and v)Annual Performance Bonus.

The Annual Plan and Objectives for Executive Directors and Senior Executives shall bereviewed by the Nomination and Remuneration Committee and Annual Performance Bonus will beapproved by the Committee based on the achievements against the Annual Plan andObjectives.

Remuneration to Non-Executive Directors: The Board on the recommendation of theNomination and Remuneration Committee shall review and approve the remuneration payableto the Non- Executive Directors of the Company within the overall limits approved by theshareholders. Non-Executive Directors shall be entitled to sitting fees for attending themeetings of the Board and the Committees thereof. The Non- Executive Directors shall alsobe entitled to profit related commission in addition to the sitting fees.

Remuneration to other employees: Employees shall be assigned grades according totheir qualifications and work experience competencies as well as their roles andresponsibilities in the organization. Individual remuneration shall be determined withinthe appropriate grade and shall be based on various factors such as job profile skillsets seniority experience and prevailing remuneration levels for equivalent jobs.