Your Directors take pleasure in presenting the Thirty Ninth Annual Report and theaudited accounts for the financial year ended March 31 2016.
| || ||( Rs in lakhs) |
|Particulars ||Year ended March 31 2016 ||Year ended March 31 2015* |
|Gross Income ||75967.14 ||75458.72 |
|Profit before finance cost depreciation taxation ||4886.06 ||4870.51 |
|and exceptional item || || |
|Finance Cost ||1880.90 ||2068.03 |
|Depreciation ||1707.82 ||1776.01 |
|Exceptional Item (Loss on sale of investment in ||-- ||1.32 |
|Subsidiary) || || |
|Profit before taxation ||1297.33 ||1025.15 |
|Tax expense ||652.93 ||546.78 |
|Profit after tax ||644.40 ||478.37 |
|Earning per share (Rs) ||4.43 ||3.50 |
Operations and Business Review
The fiscal 2015-16 registered a growth of 27% in the Profit before tax from Rs 1025Lakhs in the previous year to Rs 1297 Lakhs in the current year. The gross income duringthe FY 2015-16 shown a marginal increase from Rs 75459 Lakhs in the previous year to Rs75967 Lakhs in the current year. The Gross Income however increased marginally theprimary factor for above said increase in Profits is savings made in fuel and raw materialcosts. Your Company aims to substantially enhance product display across the Countrythrough its owned Tile boutiques known as Orient Bell Tile Boutiques ("OBTB").Your Company is undertaking several exciting new product developments. The designing teamis constantly bringing innovative dcor solutions. Every function of your Company hastaken up productivity enhancement programmes to improve the overall performance of theCompany.
There are several positive things that have happened during the year under review. Thevisibility of your Company among channel partners and customers has improved due tovarious branding activities across the Country. Your Company has showcased and producedseveral innovative and decorative designs in all sizes. "Glitter series" and thenew 600x600 mm designs have elicited excellent response from the market. The new offeringsin Wall Tiles Double Charge and PGVT/DGVT have also been liked very well. The supplychain and logistics are today in excellent health and we are now geared up to shipcustomer orders with minimum delays and hold ups. During the year under review yourCompany has participated in the equity of one tile manufacturer in Morbi Gujarat theproduction from which has started in Q4 of FY 2015-16. This arrangement will ensure easyand smooth supply of vitrified tiles from Western Region in sufficient quantity to caterto the needs of Western and Southern Regions at most competitive prices. During the yearunder review your Company has lined up systems and resources to strengthen and enhancesales of High Value Products in Government (GPS) and Private (PPS) Projects. YourCompanys efforts in getting product approvals architect and influencer visitsmapping projects in both government and private sector and their monitoring have startedshowing results. Your Company has represented itself before various GPS and PPS Projectsand successfully got its brand "ORIENTBELL" approved and listed with manyGovernment Departments and PSUs.
A few of such Departments and PSUs include CPWD State PWD Military Engineer Services(MES) State Housing Boards State Police Housing Boards State tourism AirportsAuthority of India NTPC NBCC Engineers India Limited Chennai Metro Prasar Bharti etc.Your Company has also bagged orders from prestigious Private Projects like SupertechSimplex Nagarjuna Construction Company Ansals L&T DLF Experion Ajnara Parsvnathetc. Your Company strives to achieve higher Average Selling Price (ASP) by continuouslychanging the product mix in favour of High Value Products.
For the year under review your Directors have recommended a dividend of Rs 0.50 perequity share for the financial year ended March 31 2016. The total outgo of dividend(inclusive of tax of Rs 14.25 lakhs) would amount to Rs 84.26 lakhs as against Rs83.14 lakhs in the previous year. The dividend payout is subject to approval of members atthe ensuing Annual General Meeting.
Particulars of Loans Guarantees or Investments
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
Your Company has neither invited nor accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.
Transfer to Reserves
We propose to transfer Rs 7024946/- to Securities Premium and Rs 6866168/- fromRevaluation Reserve to General Reserve and Rs 243195/- from Employee Stock OptionReserve to General Reserve.
Particulars of Contracts or Arrangements made with Related Parties
All Related Party Transactions entered during the year were in the ordinary course ofbusiness and on arms length basis. No material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions to be provided under section 134(3)(h) of theCompanies Act 2013 in form AOC-2 is not applicable.
Directors and Key Managerial Personnel
During the year under review Mr. Dhruv M. Sawhneys term of office as IndependentDirector of the Company ended on 29.09.2015. Ms. Tanuja Joshis appointment asIndependent- Non Executive Director for a five year period ending on 02nd November 2019was approved by the shareholders at the 38th AGM. The second term of appointment of Mr.N.R. Srinivasan as an Independent Director will expire on 29th September 2016 andtherefore he shall retire on that date in terms of Section 149 (11) of the Companies Act2013. His outstanding contribution and support is appreciated by the Board of Directors.The first term of appointment of Mr. R.N. Bansal shall expire on 29th September 2016. Mr.Bansal has given his consent to act as Independent director for a further term of twoyears from 30th September 2016 to 29th September 2018.
The Board of Directors has on recommendation of Nomination and Remuneration Committeeand subject to the approval of Shareholders in its meeting held on 27th July 2016appointed Mr. Sameer Kamboj as an Additional Director in the category of IndependentDirector of the Company to hold office up to the forthcoming Annual General Meeting. Thesaid Committee and the Board have in their respective meetings held on 27th July 2016subject to the approval of shareholders recommended the appointment of Mr. Sameer Kambojas Independent Director for a period upto 26th July 2021.
All Independent Directors have given their respective declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andSEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015. Mr. K.M. Pai shall retireat the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The present term of appointment of Mr. K.M. Pai as Whole time Director(designated as Executive Director and CFO) of the Company will end on 31st March 2017.The Nomination and Remuneration Committee and the Board of Directors have subject to theapproval of the members vide special resolution at the ensuing Annual General Meeting andsuch other approvals as may be necessary in this regard approved the reappointment andremuneration of Mr. K.M. Pai as Whole time Director (designated as Executive Director andCFO) of the Company for a further term of three years from 01st April 2017 to 31st March2020. The present term of Mr. Madhur Daga as Whole Time Director (designated as JointManaging Director) of the Company will end on 30th September 2016. The Nomination andRemuneration Committee and the Board of Directors have subject to the approval of themembers vide special resolution at the ensuing Annual General Meeting and such otherapprovals as may be necessary in this regard approved the reappointment and remunerationof Mr. Madhur Daga as Whole Time Director (designated as Joint Managing Director) for aterm of further period from 01st October 2016 to 31st March 2019. In addition to theSitting Fee the Non-Executive Directors were also entitled for the Commission in terms ofthe authority granted by the shareholders at their Annual General Meeting held on30.09.2015. However the Non-Executive Directors have unanimously decided that noCommission be paid to them for the said Financial Year.
Number of meetings of the Board
The Board met four times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
Directors Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief and according to the information and explanations obtainedby them make the following statement:
(a) that in the preparation of annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of your Company as at March 31 2016 andof the profit of your Company for the year ended on that date;
(c) that proper and sufficient care has been taken 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 the accounts for the financial year ended March 31 2016 have been prepared ona going concern basis; (e) that internal financial controls were in place andthat such internal financial controls were adequate and were operating effectively; (f)that proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
The Board of Directors has in its meeting held on 27th July 2016 reconstituted theAudit Committee. The Audit Committee comprises of three Independent Directors namely Mr.R.N. Bansal (Chairman) Mr. P.M. Mathai (Member) and Mr. Sameer Kamboj (Member) and twoNon Independent- Executive Directors namely Mr. Mahendra K. Daga (Member) and Mr. K.M. Pai(Member). All the recommendations made by the Audit Committee were accepted by the Board.
The Policy of the Company on Directors appointment and remuneration specifyingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub section (3) of section 178 of the Companies Act2013 adopted by the Board is appended as Annexure 1 to the Boards Report. Weaffirm that the remuneration paid to the Directors is as per the terms laid under in theNomination & Remuneration Policy of the Company.
Risk Management Policy
Pursuant to the requirement of Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formed a Risk ManagementPolicy. This policy seeks to create transparency minimize adverse impact on the businessobjectives and enhance the Companys competitive advantage. The policy defines therisk management approach across the enterprise at various levels including documentationand reporting.
The Risk Management Policy as approved by the Board is uploaded on the Companyswebsite at www.oblcorp.com.
Internal Financial Controls
The Company has in place adequate policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
Vigil Mechanism cum Whistle Blower Policy
The Company has formulated a Vigil Mechanism cum Whistle Blower Policy to deal with theinstances of unethical behavior actual or suspected fraud or violation of theCompanys Code of Conduct. It provides for a mechanism for Directors and Employees ofthe Company to approach the Chairman of the Audit Committee of the Company or the Directornominated to play the role of Audit Committee as the case may be in exceptional cases toreport such cases. The Vigil Mechanism cum Whistle Blower Policy of the Company isuploaded on the Companys website at www.oblcorp.com.
Corporate Social Responsibility
The Board of Directors has in its meeting held on 27th July 2016 reconstituted theCorporate Social Responsibility Committee. The Corporate Social Responsibility Committeecomprises Mr. Madhur Daga (Chairman) Mr. R.N. Bansal Ms. Tanuja Joshi & Mr.Sameer Kamboj (Members). The Committee has formulated and recommended to the Board aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company which has been approved by the Board. The CSR Policy may beaccessed on the Companys website at www.oblcorp.com.
The CSR activities as per the provisions of the Companies Act 2013 may also beundertaken through a Registered Trust. The Company is undertaking the CSR activities alsothrough M/s Godavari Foundation a Trust registered under Section 12A of the Income TaxAct 1961 (registration no. DIT(E) 268-69/8E/196/90-91) as already approved by CSRCommittee. The Company undertakes CSR initiatives in compliance with Schedule VII to theCompanies Act 2013.
During the year the Company has spent Rs 1750000/- (around 2% of the average netprofits of last three financial years) on CSR activities.
The Annual Report on CSR activities is appended as Annexure 2 to the BoardsReport.
Code for prevention of Insider Trading Practices
In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 your Company has formulated and adopted Code of Conduct for prevention ofInsider Trading and Code of practices and procedures for fair disclosure ofUnpublished Price Sensitive Information (hereinafter collectively referred to as"OBL Code of Conduct"). The OBL Code of Conduct is uploaded on the website ofthe company www.oblcorp.com.
Information pursuant to Section 134(3)(m) of the Companies Act 2013
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 appended as
Annexure 3 to the Boards Report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance and that of its Committees as well as performance of the Directorsindividually. Feedback was sought covering various aspects of the Boards functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance and theevaluation was carried out based on responses received from the Directors.
A separate exercise was carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors. The performance evaluation ofthe Non-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The performance evaluation of the Chairman of the Company was also carried outby the Independent Directors. The Directors expressed their satisfaction with theevaluation process.
Employee Stock Option Scheme
As required under the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 and Companies (Share Capital and Debentures) Rules 2014 theapplicable disclosures as on 31st March 2016 are appended as
Annexure 4 to the Boards Report.
Relevant disclosures in terms of the "Guidance Note on Accounting for EmployeeShare-based Payments" issued by ICAI has been made in the notes to Accounts attachedto the Annual Report. There is no material change in the Employee Stock Option Schemeduring the financial year under review and the scheme is in compliance with the Securitiesand Exchange Board of India (Share Based Employee Benefits) Regulations 2014.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as stipulated under Regulation34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 formingpart of this report has been given under separate section in the Annual Report.
Corporate Governance Report
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate section on corporate governance report as on 31st March 2016 together with acertificate for compliance of the provisions of Corporate Governance issued by StatutoryAuditors as on that date forms an integral part of this Report.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 is appendedas Annexure 5 to the Boards Report.
The Company has no Subsidiary Company.
Particulars of Employees
The information as per Section 197 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request. Howeveras per the provisions of Section 136 of the Act the Report and Accounts are being sent toall the members excluding the information on particulars of employees which is availablefor inspection by the members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.Any member interested in obtaining a copy thereof may write to the Company Secretary inthis regard.
M/s S. R. Dinodia & Co. LLP Chartered Accountants New Delhi Statutory Auditors ofyour Company hold office till the conclusion of ensuing Annual General Meeting and beingeligible offer themselves for reappointment. The Company has received a letter from M/sS.R. Dinodia & Co. LLP confirming that their appointment if made would be withinthe limits prescribed under section 139 and 141 of the Companies Act 2013 and that theyare not disqualified for re-appointment.
The Board of Directors recommends the re-appointment of M/s S.R. Dinodia &Co. LLP as Statutory Auditors from the conclusion of ensuing Annual General Meeting tillthe conclusion of 40th Annual General Meeting in accordance with the provisions of Section139 of the Companies Act 2013 and rules there under.
The Auditors Report read with notes to the accounts referred to in the AuditorReport are self- explanatory and therefore do not call for any further comments. TheAuditors Report does not contain any qualification reservation or adverse remark.
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 Vivek Arora Company Secretaries in practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit is appended as Annexure 6 tothe Boards Report. There is no qualification reservation or adverse remark ordisclaimer made by the Company Secretary in Practice in his Secretarial Audit Report forthe Financial Year 2015-16.
Material changes and commitments affecting financial position of the Company occurredbetween the end of the financial year and date of report.
There is no such change and/or commitment held between the end of the financial yearand the date of report.
The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013". Your Directors further statesthat during the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Companys operations in future.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from Bankers Government Departments dealers project customersvendors Shareholders and other Business Associates for their continued and valuableco-operation & support extended to the Company. We take this opportunity to place onrecord our warm appreciation for the employees at all levels for their dedicated servicesand valuable contributions towards the growth of the Company.
| ||On behalf of the Board |
|Place : New Delhi ||Mahendra K. Daga |
|Date : 27th July 2016 ||Chairman & Managing Director |
ANNEXURE 1 TO BOARDS REPORT
NOMINATION AND REMUNERATION (AMENDED) POLICY 2015
As mandated by the statutory provisions contained under section 178 of the CompaniesAct 2013 and the Listing Agreement with Stock Exchanges Nomination & RemunerationCommittee of the Company has formulated this policy and on its recommendation the Board ofDirectors has approved the same vide Board Resolution dated 03rd November 2014. Thispolicy contains guidelines on nomination and remuneration of Directors Key ManagerialPersonnel (KMP) and Senior Management Personnel of the Company. This policy may be treatedas a benchmark for determining the qualifications positive attributes and independence ofa Director criteria for evaluation of Independent Directors and the Board mattersrelating to the remuneration appointment removal and evaluation of performance of theDirectors Key Managerial Personnel and Senior Management Personnel of the Company.
i. To formulate the eligibility criteria for determining qualifications positiveattributes and independence of a Director and to formulate the criteria for evaluatingDirectors and Senior Management;
ii. To identify and select for Boards consideration the persons who are qualifiedto become directors and who may be appointed in senior management in accordance withcriteria laid down;
iii. To carry out the evaluation of Directors Key Managerial Personnel and SeniorManagement of the Company and to provide them rewards linked directly to their effortsperformance dedication and achievement relating to the Companys operations;
iv. To determine the remuneration taking into account parameters like financialposition of the Company industry size company size and general practice on remunerationpayout in the Tile Industry;
v. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage; and vi. To lay down criteriafor appointment removal of directors Key Managerial Personnel and Senior ManagementPersonnel and evaluation of their performance.
3. Effective Date
This policy shall be effective from 01st April 2014.
In this Policy unless the context otherwise requires:
i. Act means Companies Act 2013 and rules made there under.
ii. Board of Directors or Board in relation to the Companymeans the collective body of the directors of the Company.
iii. Committee means Nomination and Remuneration Committee of the Companyas constituted or re- constituted by the Board.
iv. Company means Orient Bell Limited.
v. Directors means Directors of the Company.
vi. Independent Director means a director referred to in Section 149 (6) ofthe Companies Act 2013.
vii. Key Managerial Personnel (KMP) means:
a. Chief Executive Officer and / or Managing Director
b. Whole-time Director
c. Chief Financial Officer d. Company Secretary
e. Such other officer as may be prescribed under the applicable statutory provisions/regulations.
viii. Senior Management Personnel for this purpose shall mean employees ofthe company occupying the position of Functional / Department Heads.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.
5. Nomination and Remuneration Committee
The Board has on 24.04.2014 in compliance with the provisions of Section 178 of theCompanies Act 2013 and applicable provisions of Listing Agreement changed the name ofthe existing Remuneration committee to Nomination and Remuneration Committee andre-constituted the same to include the members as under:
(i) Mr. N.R. Srinivasan Chairman
(ii) Mr. P.M. Mathai
(iii) Mr. R.N. Bansal
The Committee shall function in accordance with the statutory provisions laid down fromtime to time. The Board has the power to reconstitute the Committee consistent with theCompanys Policy and applicable statutory requirements.
This policy is applicable to:
(i) Directors (Whole Time as well as Non Whole Time)
(ii) Key Managerial Personnel
(iii) Senior Management
7. Appointment of Director KMP and Senior Management
i. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment on the basis of criteria laid downfrom time to time.
ii. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
iii. Appointment of Independent Directors is subject to compliance of provisions ofsection 149 of the Companies Act 2013 read with schedule IV and rules there under. iv.The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
8. Term/ Tenure of Appointment
a) Managing Director/ Whole Time Director
The Company shall appoint or re-appoint any person as its Chairman & ManagingDirector Joint Managing Director or Executive Director or Whole Time Director for a termnot exceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.
b) Independent Director
An Independent Director shall hold office for such term which should not exceed amaximum of five consecutive years on the Board of the Company as may be recommended bythe Committee and approved by the Board and shareholders and will be eligible forre-appointment on passing of a special resolution by the Company and disclosure of suchappointment in the Boards report. No Independent Director shall hold office for morethan two consecutive terms but such Independent Director shall be eligible forappointment after expiry of three years of ceasing to become an Independent Director.Provided that an Independent Director shall not during the said period of three years beappointed in or be associated with the Company in any other capacity either directly orindirectly. At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed Company or suchprescribed period by the Statutory Authority from time to time.
The Committee shall carry out evaluation of performance of every Director at regularinterval (yearly). The criteria of such an evaluation may be considered as under: a) NonWhole Time Directors except Nominee Directors:
i. Attendance in the Board and/or Committee meetings.
ii. Positive attitude and promptness.
iii. Contribution in improving financial and other functions of the Company.
iv. Inputs on inclusion of matters to be discussed at Board Meetings to improvise theoperating procedures.
v. Understanding of laws having impact on Companys business and Tile industry asa whole.
vi. Clear sense of values and integrity.
b) Whole Time Directors:
In addition to the criteria mentioned above the following may also be considered asadditional parameters for evaluation of performance of Whole Time Directors: i.Implementation of policies and procedures as set out by the Board.
ii. Efforts in promoting and expanding the business.
iii. Brand Building and establishing a respectable place in the market.
iv. Controlling of various functions across the Company and ensuring their properfunctioning.
v. Ensuring smooth business operations across all the units of Company.
vi. Clear sense of values and integrity.
c) Senior Management:
The parameters of the assessment will be the same as applicable to the Whole TimeDirectors but in the case of Senior Management their Key Result Areas (KRAs) may bedifferent based on the uniqueness and domain responsibility of the function. The 360degree Performance Management System (PMS) adopted by the Company is also applicable toSenior Management. Their Competencies include:
i. Achievement of Goals / KRAs assigned to him/her;
ii. Demonstrated understanding of his/her area of operation;
v. Excellent communication skills;
ix. Quality decision making.
The Committee may recommend to the Board with reasons recorded in writing removal of aDirector KMP or Senior Management Personnel subject to the provisions of the CompaniesAct 2013 and all other applicable Acts Rules and Regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and rules made there under and the prevailing policyof the Company. The Board will have the discretion to retain the Director KMP SeniorManagement Personnel in the same position / remuneration or otherwise even after attainingthe retirement age for the benefit of the Company.
12. Provisions regarding payment of Remuneration perquisites to the ManagingDirector/Wholetime Directors KMP and Senior Management Personnel
a) General Provisions
i. The remuneration / perquisites / commission etc. to the Managing Director/Whole-time Directors KMP and Senior Management Personnel will be determined by theCommittee and recommended to the Board for approval.
ii. The remuneration / perquisite/ commission etc. shall be in accordance with thepercentage / slabs / conditions laid down in the Companies Act 2013 and shall be subjectto the prior / post approval of the shareholders of the Company and Central Governmentwherever required.
iii. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managing Director/ Whole Time Directors. The decision of theCommittee as to increment shall be final.
iv. Where any insurance is taken by the Company on behalf of its Managing Director/Whole-time
Directors Chief Executive Officer Chief Financial Officer the Company Secretary andany other employees for indemnifying any of them against any liability in respect of adeed for which they may be held guilty in relation to the Company the premium paid onsuch insurance shall not be treated as part of the remuneration payable to any suchpersonnel. Provided that if such person is proved to be guilty the premium paid on suchinsurance shall be treated as part of the remuneration. b) Remuneration to the ManagingDirector/Whole-time Directors KMP and Senior Management Personnel Remuneration
The Managing Director/ Whole-time Directors shall be eligible for remuneration as maybe approved by the Shareholders of the Company on the recommendation of the Committee andthe Board of Directors. The break-up of the pay scale performance bonus / commission andquantum of perquisites including employers contribution to P.F pension schememedical expenses club fees etc. shall be decided and approved by the Board on therecommendation of the Committee and shall be within the overall remuneration approved bythe shareholders and Central Government wherever required.
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managing Director / Whole-time Director inaccordance with the provisions of the Companies Act 2013 and if it is not able to complywith such provisions then with the previous approval of the Central Government.
Provisions for Excess Remuneration
If Managing Director/ Whole-time Director draws or receives directly or indirectly byway of remuneration any such sums in excess of the limits prescribed under the CompaniesAct 2013 or without the prior sanction of the Central Government where required he /she shall refund such sums to the Company and until such sum is refunded hold it in trustfor the Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government. c) Remuneration to Non Whole Time Director (includingIndependent Director) Sitting Fees
The Non Whole Time Directors (Including Independent Directors) of the Companyshall be paid sitting fees as per the approval of the Board of Directors from time totime. The quantum of sitting fees will be determined on the recommendation of Nominationand Remuneration Committee and approval of the Board of Directors of the Company from timeto time subject to the relevant provisions contained under Companies Act 2013 andapplicable rules made there under.
Profit Linked Commission
The Non Whole Time Directors (Including Independent Directors) of the Company may bepaid profit-linked Commission within the monetary limit as may be recommended by the Boardof Directors from time to time and also approved by the shareholders of the Company and bythe Central Government wherever required.
Pursuant to the provisions of the Act an Independent Director shall not be entitled toany stock option of the Company.
Where any insurance is taken by the Company on behalf of its Non Whole Time Directors(including independent directors) for indemnifying any of them against any liability inrespect of a deed for which they may be held guilty in relation to the Company thepremium paid on such insurance shall not be treated as part of the remuneration payable toany such Non Whole Time Directors (including independent directors). d) Remuneration toKMP and Senior Management Personnel
The KMP and Senior Management Personnel of the Company shall be paid monthlyremuneration as per their appointment terms Increment Letters and Companys HRpolicies. The Committee may direct restructure of their Salary in such manner as it maydeem fit and proper. The break-up of the pay scale and quantum of perquisites includingemployers contribution to P.F. pension scheme medical expenses club fees etc.shall be as per the Companys HR policies. The KMP and Senior Management Personnelmay also be issued Employees Stock Options to reward them for their performance and tomotivate and retain them.
13. Amendments to the Policy
The Board of Directors on its own and / or as per the recommendations of Nomination andRemuneration Committee can amend this Policy as and when deemed fit. In case of anyamendment(s) clarification(s) circular(s) etc. issued by the relevant Statutoryauthorities not being consistent with the provisions laid down under this Policy thensuch amendment(s) clarification(s) circular(s) etc. shall prevail upon the provisionshereunder and this Policy shall stand amended accordingly from the effective date as laiddown under such amendment(s) clarification(s) circular(s) etc.
| ||On behalf of the Board |
|Place : New Delhi ||Madhur Daga |
|Date : 13th August 2015 ||Joint Managing Director |
ANNEXURE 2 TO BOARDS REPORT
ANNUAL REPORT ON CSR ACTIVITIES
A Brief outline of Companys CSR Policy including overview of projects or programsproposed to be undertaken and a reference to the web-link to the CSR Policy and projectsor programs.
In accordance with the provisions of Section 135 of the Companies Act 2013 and Rulesmade there under the Company has framed a CSR Policy. The basic objective of the CSRpolicy of the Company is to help and enrich the quality of life and also to providebenefit to nearby area of its plants viz. Sikandrabad (U.P.) Hoskote (Karnataka) and Dora(Gujarat). The CSR Policy is also aimed at quality health and safety in every aspect ofthe business and people. The Company has undertaken a project of refurbishment andmaintenance of a primary school near to its plant at Sikandrabad (U.P.). The Company hasalso taken part in Governments Swach Bharat Abhiyan and visited nearbyvillages and cleaned the areas. Your Company is always conscious of green environment andcarries out plantations on a regular basis within its premises and also outside itspremises. These Projects are in accordance with the CSR Policy of the Company and ScheduleVII of the Companies Act 2013.
The Companys CSR policy has been uploaded on the website of the Company under theweb-link: http://oblcorp.com/wp-content/ uploads/2015/10/CSR-Policy.pdf.
|Composition of the CSR Committee: || |
|Mr. Madhur Daga Chairman ||- Joint Managing Director |
|Mr. K.M. Pai ||- Executive Director & CFO |
|Mr. N.R. Srinivasan ||- Independent Director |
|Mr. R.N. Bansal ||- Independent Director |
|Ms. Tanuja Joshi ||- Independent Director |
Average net profit of the Company for last three financial years:Rs 86523702/-.
Prescribed CSR Expenditure (2% of the average net profits of last three financialyears):Rs 1730474/-.
Details of CSR spent during the financial year: a) Total amount to be spent for thefinancial year : Rs 1750000/- was spent against Rs 1730474/-. b) Amount unspent : Nilc) Manner in which the amount spent during the financial year is detailed below:
| || || || || || || ||(Amount in Rs) |
|Sr. No ||CSR project/ activity identified ||Sector in which the Project is covered ||Projects/ Programmes 1.Local area/others 2. Specify the state /district (Name of the District/s State/s where project/programme was undertaken) ||Amount outlay (bud- get) project/ programme wise ||Amount spent on the project/ programme Subheads: 1.Direct expenditure on project 2.Overheads: ||Cumulative expenditure up to the reporting period from 01.04.2014 to 31.03.2016 ||Amount spent: Direct/through implementing agency* |
|1 ||Plantations ||Environment ||Delhi ||251673 ||251673 ||251673 ||Godavari |
|2 ||Prime Minister's National Relief Fund ||Sustainability || ||205100 ||205100 ||456773 ||Foundation Godavari Foundation |
|3 ||Refurbish- ment & Development of Primary school ||Promoting Education ||Sikandrabad (U.P.) ||2966651 ||2966651 ||3423424 ||Godavari Foundation |
|4 ||Vocational Skills training to children ||Enhancing Vocational skills ||Delhi ||100000 ||100000 ||3523424 ||Godavari Foundation |
|5 ||Facilities provided to the old age homes ||Social Welfare ||Delhi ||50000 ||50000 ||3573424 ||Godavari Foundation |
|6 ||Cleanli- ness drive and leprosy awareness campaign ||Promoting preventive health care & sanitation ||Delhi ||100000 ||100000 ||3673424 ||Godavari Foundation |
|7 ||Refurbish- ment & Development of Primary school ||Promoting Education ||Sikandrabad (U.P.) ||14750 ||14750 ||3688174 ||Direct |
|8 ||Plantations ||Environment Sustainability ||Delhi ||16100 ||16100 ||3704274 ||Direct |
|9 ||Eye Camp and road safety campaign ||Promoting Preventive Health care ||Sikandrabad (U.P.) ||22449 ||22449 ||3726723 ||Direct |
*Godavari Foundation is a Registered Trust which fulfils the criteria for beingappointed as an implementing agency in terms of Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The said Trust was entrusted by the CSR Committee to carry out CSRactivities on behalf of the Company in the areas specified in the CSR policy of theCompany.
Responsibility Statement by the Corporate Social Responsibility Committee:
The implementation and monitoring of CSR Policy is in compliance with CSR objectivesand policy of the Company.
|Place : New Delhi ||Madhur Daga ||Tanuja Joshi |
|Date : 23rd May 2016 ||Joint Managing Director ||Independent Director |
ANNEXURE 3 TO BOARDS REPORT
INFORMATION PURSUANT TO SECTION 134 (3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014.
A. CONSERVATION OF ENERGY
(a) Energy Conservation measures taken:
At Sikandrabad Plant:
1. At glaze preparation provided single motor for two agitators of Glaze storage tankin Glaze Preparation for reducing the power consumption. This has resulted saving of 120Kwh/day (for six agitators).
2. Installed Variable Frequency Drive (VFD) at MP-4 Kiln hot air fan to save electricalenergy saving of 96 Kwh/day.
3. Replaced Sodium Vapor and Metal Halide Lamps with LEDs saved power by 10 Kwh/day.
4. Replaced the BMPD agitator motor from 11KW to 5.5 KW for power saving. This hasresulted saving of 150 Kwh/day.
5. In BMPD ball mill grinding media replaced from Alumina to Flintstone to reducepower consumption power saving of 320 Kwh/day.
6. Provided automatic dampers at Press dust collector for effective utilization ofsystem Power saving of 36 Kwh/ day.
7. Audit has been carried out by CII for energy conservation.
8. Stopped idle running of the plant machinery.
At Hoskote Plant:
1. Daily monitoring & control of energy consumption.
2. Used VFDs at few locations for energy saving appx. 10kwh/ day.
3. Carried out some modification in milling plant and replaced screw conveyors withbelt conveyors for power saving and reduction in down time. Saving 5kwh/day.
4. Continuously purchasing power from Open Access Trade through Indian Energy Exchangeto reduce cost of electricity saved appx Rs. 1 crore as compared to Electricity BoardTariff.
At Dora Plant:
1. After proper Insulation and through process modification (by reprogramming) of pressdryer there is substantial saving of gas which is around 1500 scm/day.
2. Provided VFD at SITI spray dryer resulted power saving of 240 Kwh/day.
3. Provided capacitors at multiple locations to improve power factor & to reducepower consumption. This has resulted in saving of 140 Kwh/day.
4. Started using 20 MT capacity Ball mills instead of 14 MT ball mills resulted powersaving of 360 Kwh/day.
(b) Additional investment on energy conservation equipment:
At Sikandrabad Plant:
1. Replacement of under-load motors with right capacity motors expected saving will be300 Kwh/day.
2. Ultrasonic sensor to be provided for measurement of slip in the storage tank and tocontrol speed of the agitator as per slip level by VFD proposed power saving will be 50Kwh/ day.
3. Replaced Sodium Vapor and Metal Halide Lamps with LEDs proposed power saving by 150Kwh/day.
4. Thermal insulation to be provided at Kiln blower body and ducts for fuel saving.
5. Reciprocating compressor to be changed with Screw compressor proposed power savingby 300 Kwh/day.
At Hoskote Plant:
1. Introduction of Energy Management System (EMS) for monitoring and control of machinewise power consumption.
2. Avoid idle running of machinery.
3. Introduce LEDs in place of Sodium vapor lamps appx saving 20kwh/day.
4. Installation of 55KW VFD for SACMI kiln hot air blower. Expected saving will be100kwh/day.
5. Installation of 30KW VFD for SITI kiln smoke suction blower. Expected saving appx75kwh/day.
6. Use of indirect cooling hot air to increase combustion air temperature & fuelsaving. Expecting appx 2-3% saving.
7. Created awareness among team to save energy by training posters meetings etc.
At Dora Plant:
1. Utilization of waste heat of gas generator into spray dryer.
2. Provision of LED lightings instead of metal halide & sodium vapour lamps.Approximate saving will be 25kw/day.
3. Installation of EMS (Energy Management System) for power monitoring & savingthereafter.
B. TECHNOLOGY ABSORPTION
(a) Efforts made towards technology absorption:
At Sikandrabad Plant:
1. Trials of PGVT Body and Glaze are under progress.
2. Expansions planning for high value products like PGVT NANO and GVT.
3. New product development as per requirement.
At Hoskote Plant:
1. Introduction of one more Digital printing machine.
2. Introduction of Paver tiles in dry process.
3. Trials of red body PGVT.
4. Expansion planning for high value products like Double charge PGVT.
5. Introduction of one more dry edge cut machine for 300x300 paver tiles.
6. New product development as per market requirement.
7. To change glaze ball mill lining for better output and less running hours.
At Dora Plant:
1. Modified the software at various machine like press dryer kiln for bettercontrolling & to improve production.
2. Installed changeover panel in LT for ease of operation & better safety.
(b) Benefit derived as a result of the above efforts:
As a result of these efforts cost reduction improved yield energy saving andquality up gradation became possible.
(c) Technology Imported: Nil
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
|1. Foreign Exchange earned ||: Nil |
|2. Foreign Exchange outgo ||: Rs 765.31 lakhs |
| ||On behalf of the Board |
|Place : New Delhi ||Mahendra K. Daga |
|Date : 27th July 2016 ||Chairman & Managing Director |
ANNEXURE 4 TO BOARDS REPORT
DISCLOSURES REQUIRED UNDER THE SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS 2014AND COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES 2014.
|Nature of Disclosure ||Particulars |
|A. Summary of Status of ESOS Granted : || |
|(i) The description of the existing scheme is summarized as under : || |
|(a) Date of shareholders approval ||10th July 2013 |
|(b) Total number of options approved ||940000 |
|(c) Vesting requirements date of respective grant of options ||The options shall vest after the expiry of one year from the |
|(d) Exercise price or Pricing formula ||Exercise Price is Nil |
|(e) Maximum term of options granted ||Three years from the date of each vesting |
|(f) Source of shares ||Primary |
|(g) Variation in term of options ||None |
|(ii) The movement of options during the year is as follows : || |
|(a) Number of options outstanding at the beginning of the financial year : || |
|(i) Out of options granted on 02.09.2013 ||153175 |
|(ii) Out of options granted on 02.09.2014 ||38700 |
|Total ||191875 |
|(b) Number of options granted during the year ||202950 |
|(c) Number of options lapsed during the year ||14200 |
|(d) Number of options vested during the year ||185950 |
|(e) Number of options exercised during the year ||186850 |
|(f) Total number of shares arising as a result of exercise of options ||186850 |
|(g) Money realized by exercise of options ||N.A. |
|(h) Loan repaid by the Trust during the year from exercise price received ||N.A. |
|(i) Number of options outstanding at the end of the year ||193775 |
|(j) Number of options exercisable at the end of the year ||450 |
|B. Employee wise details of Options granted during the financial year 2015-16 under ESOS : || |
|i) Key managerial personnel ||Mr. K.M. Pai - 15000 |
|ii) Other Senior managerial personnel ||Mr. Anil Agarwal 14000; Mr. Ashish Mehta 10500; |
| ||Mr. Jaywant M. Puri 7000; Mr. Sanjeev Gupta 7000; |
| ||Mr. Satyendra Pal Sharma 7000; |
| ||Mr. Shekhar Chandra Sati 7000; Mr. Yashpal Soni 7000. |
|iii) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year. ||Mr. K.M. Pai 15000; Mr. Anil Agarwal 14000; Mr. Ashish Mehta 10500. |
|iv) identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. ||None |
|C. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 Earnings Per Share. ||Rs 4.43 |
|D. Method used to Account for ESOS ||Employee Compensation cost has been calculated using Intrinsic Value of Stock Options. |
|Difference between the employee compensation cost computed using the intrinsic value of the stock options and the employee compensation cost that shall have been recognized if the fair value of the options had been used and its impact on profits and on EPS of the Company. ||The Employee Compensation Cost would have been lower by Rs 5.11 Lacs and the profits would have been increased by Rs5.11 Lacs and the EPS would have been increased by 0.04 paise if the Fair Value method had been adopted. |
|E. (i) Weighted average exercise prices and weighted average fair values of options whose exercise price equals the market price of the stock. ||N.A. |
|(ii) Weighted average exercise prices and weighted average fair values of options whose exercise price exceeds the market price of the stock. ||N.A. |
|(iii) Weighted average exercise prices and weighted average fair values of options whose exercise price is less than the market price of the stock. ||Weighted average exercise price: Nil |
| ||Weighted average fair value: Rs 123.91. |
|F. (i) A description of the method and significant assumptions used during the year to estimate the fair values of options including the following weighted average information: ||Black - Scholes Method |
|(a) Risk-free interest rate ||7.60% |
|(b) Expected life of options ||1 year |
|(c) Expected volatility ||4.66% |
|(d) Expected Dividend yield ||2.27% |
|(e) The price of the underlying share in market at the time of option grant ||Rs126.76 per share. |
|(f) Exercise Price ||Nil |
|(ii) Method used to determine expected volatility ||Expected volatility is based on the Companys Share price for preceding 5 years of grant date. |
(iii) No other feature has been considered for fair valuation of options except asmentioned in Point F (i) above.
ANNEXURE 6 TO BOARDS REPORT
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31-03-2016
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
The Members Orient Bell Limited 8 Industrial Area Sikandrabad-203205 Uttar Pradesh
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Orient Bell Limited.Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Orient Bell Limited (the Company) books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the financial year ended on 31-03-2016 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31-03-2016 according tothe provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):
(a) SEBI (Substantial Acquisition of Shares and Takeovers) (Fourth Amendment)Regulations 2015
(b) SEBI (Prohibition of Insider Trading) Regulations 1992 and SEBI (PIT) Regulations(effective from May 15 2015) (c) SEBI (Issue of Capital and Disclosure Requirements)(Sixth Amendment) Regulations 2015
(d) SEBI (Share Based Employee Benefits) (Amendment) Regulations 2015
(e) SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations 2015
(f) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regardingthe Companies Act and dealing with client
(g) SEBI (Delisting of Equity Shares) (Amendment) Regulations 2016
(h) SEBI (Buy-back of Securities) (Amendment) Regulations 2015.
(vi) (I) There is no specific law which is exclusively applicable to the Companyhowever the following general laws significant to the Company were examined and auditedfor ensuring their compliance mechanism
(a) The Factories Act 1948
(b) The Environment (Protection) Act 1986 (c) The Air (Prevention & Control ofPollution) Act 1981
(d) The Water (Prevention & Control of Pollution) Act 1974
(II) The Company voluntarily obtained BIS (Bureau of Indian standards) certification inrespect of certain plant and processes in respect of its manufactured product category ofPressed Ceramic tiles (glazed) non modular size except spacer lug tiles conforming toIndian standards which was also examined.
(vii) (i) Secretarial Standards issued by The Institute of Company Secretaries ofIndia.
(ii) The Listing Agreements entered into by the Company with The National StockExchange of India ltd (NSE) and BSE Ltd (BSE).
(iii) SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015pertaining to Listed equity shares of the Company at NSE and BSE.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
I further report that-
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the Company has allotted 186850 EquityShares of Rs 10/- each to the eligible employees under ESOP Scheme vide resolution passedby the Compensation Committee on 9th October 2015.
| ||for VIVEK ARORA |
| ||COMPANY SECRETARIES |
|Place : New Delhi ||VIVEK ARORA |
|Date : 23rd May 2016 ||(PROPRIETOR) |
| ||CP NO 8255; ACS 12222 |
This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.
The Members Orient Bell Limited
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices we followed provide areasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
| ||for VIVEK ARORA |
| ||COMPANY SECRETARIES |
|Place : New Delhi ||VIVEK ARORA |
|Date : 23rd May 2016 ||(PROPRIETOR) |
| ||CP NO 8255; ACS 12222 |