Oswal Agro Mills Limited
Your Company's Directors are pleased to present the 37th Annual Report ofthe Company along with Audited Accounts for the financial year ended 31stMarch 2017.
We share with you our 37th Annual Report together with the Audited Financialstatements for the year ended March 31st 2017. The Company's performancegrouped in accordance with the new accounting standards Ind-AS (Indian AccountingStandards) is summarized below:
|PARTICULARS ||Current Year ||Previous Year |
| ||31.03.2017 ||31.03.2016 |
|Operating & other Income ||322891.17 ||304060.19 |
|Profit/(Loss) before Depreciation & Provision for Taxation ||(41719.72) ||57450.57 |
|Less : Depreciation ||1846.28 ||1666.18 |
|: Provision for Tax/Deferred Tax ||38470.61 ||26917.80 |
|Profit/(Loss) after Depreciation & Tax ||(82036.61) ||28866.59 |
|Add: Balance brought forward from Previous year ||(454092.65) ||(482959.24) |
|Balance carried to Balance Sheet ||(536129.26) ||(454092.65) |
REVIEW OF OPERATIONS & FUTURE OUTLOOK
During the year the Company undertook trading activities in the real estate sector andhad sustained losses of Rs. 82.04 lakhs as against Profit of Rs. 28.87 lakhs (restatedfigure as per IND-AS) in the previous year.
The Company is continuing the business of investments and the future outlook looksbright.
SUBSIDIARY COMPANY AND ASSOCIATES SUBSIDIARY
The Company has one subsidiary namely M/s. Oswal Overseas Ltd.' at UAE. The Boardof Directors of the Company has decided to voluntary wind up of this Subsidiary Company inthe interest of the business. The necessary step has already been taken and matter isunder process:
The company has one associate company namely M/s Oswal Greentech Ltd.
With a view to conserve the resources for the business plans of the Company to developreal estate the Directors do not recommend any dividend for the year.
The Company has not accepted or renewed any deposit within the meaning of Section 73 to76 of Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
Due to sudden demise of Shri Abhey Kumar Oswal his holdings in the Company comprisesof 39.88% Equity Shares were transmitted to Smt. Aruna Oswal as per his nomination.
STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 the tenure ofcurrent auditors - M/s T R Chadha & Co LLP (A Limited Liability Partnership with LLPIdentification No. AAF-3926) shall come to an end at the conclusion of forthcoming AGM.Accordingly M/s Agarwal & Dhandhania Chartered Accountants (Firm Registration No.125756W) have been recommended by the Audit Committee and by the Board to be appointed asStatutory Auditors of the Company for a term of five consecutive years to hold officefrom the conclusion of the ensuing 37th Annual General Meeting until theconclusion of 42nd Annual General Meeting of the Company to be held in thecalendar year 2022 subject to annual ratification by members at every Annual GeneralMeeting on such remuneration as may be decided by the Board. They being eligible haveconsented and offered themselves for appointment as Statutory Auditors for conductingaudit of accounts for five consecutive financial years starting from 2017-18.
Your Company has received necessary certificate from the proposed Statutory Auditor tothis effect that their appointment if made will be in accordance with the provisions ofSection 139 of the Companies Act 2013 and that they are not disqualified for suchappointment within the meaning of Section 141 of the Companies Act 2013.
As per the recommendation of the Audit Committee the Board of Directors proposes theappointment of Agarwal & Dhandhania Chartered Accountants as Statutory Auditor of theCompany.
Further there are no observations (including any qualification reservation adverseremark or disclaimer) of the existing Auditors in their Audit Report that may call for anyexplanation from the Directors. Further the notes to accounts referred to in theAuditor`s Report are self-explanatory.
SECRETARIAL AUDITORS AND THEIR REPORT
Section 204 of the Companies act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.
The Board appointed M/s. CT & Company Company Secretaries as Secretarial Auditorto conduct Secretarial Audit of the Company for the Financial Year 2016-2017 and theirreport is annexed to this report as Annexure-I. There are no qualifications/ observations/reservations/ adverse remarks in the said report which call for any explanation from theBoard of Directors.
EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT &REMUNERATION) RULES 2014
The details forming part of the extract of the Annual Return in Form MGT-9 as per therequirements of Companies Act 2013 and Rules thereto are annexed to this report asAnnexure II.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Anil Bhalla Director of the Company will retire at theensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment. Your Board of Directors recommend his re-appointment.
As required under Regulation 36 of Listing Regulations the requisite information ofShri Anil Bhalla in the nature of brief resume nature of expertise companies in whichhe holds Directorship / memberships of Board Committees shareholding in all Companiesforms part of the Notice of the Annual General Meeting.
During the year Smt. Aruna Oswal has been appointed as Chairperson and AdditionalDirector of the Company w.e.f. 02.04.2016. Smt. Aruna Oswal is an arts graduate and hasbeen closely associated with Late Shri Abhey Kumar Oswal in managing the business affairsof your Company. She is actively involved in the management of Aruna Abhey Oswal Trust.Shri Bhola Nath Gupta has been promoted to CEO and Whole Time Director of the Companyw.e.f. 01.10.2016.
During the year the Board has appointed Mr. Gopal as Company Secretary and Complianceofficer of the Company w.e.f. 13.09.2016.
DECLARATION ON INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director u/s 149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid downin Section 149 (6) of the Companies Act 2013 and Regulation 16(1)(b) of ListingRegulations.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 sub- section 3 ( c) and sub -section (5)of the Companies Act 2013 with respect to Directors' Responsibility Statement it ishereby states and confirms that:-
i. in preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
ii. that Directors had 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 the end of the financial year andof the loss of the Company for that period;
iii. that Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. that the Directors had prepared the annual accounts on a going concern basis;
v. that the Directors had laid down the internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively and
vi. that Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2016-17.
The primary objective of the Committee is to monitor and provide effective supervisionof the Management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting. The audit committee has met 4 times during the year the details of which aregiven in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of Listing Regulations is presented in a separate section formingpart of the Annual Report.
The Company constantly endeavors to follow the corporate governance guidelines and bestpractices sincerely and disclose the same transparently. The Board is conscious of itsinherent responsibility to disclose timely and accurate information regarding theCompany's operations performance material corporate events as well as on the leadershipand governance matters relating to the Company. A report on corporate governance alongwith a certificate of compliance from the auditors forms part of this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014disclosures pertaining to remuneration and other details as required is furnished inAnnexure-III and is attached to this report. Further there was no employee of the companydrawing remuneration in excess of the limits prescribed u/s 197 of Companies Act 2013read with rules made thereunder during the financial year.
NUMBER OF MEETINGS OF THE BOARD
The Board met seven times during the Financial Year the details of which are given inthe Corporate Governance Report forming part of the Annual Report. The intervening gapbetween any two meetings is within the period prescribed by the Companies Act 2013.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDU/S 186
Particulars of loans given are provided under Note No. 2.44 to the standalone financialstatement. Particulars of investment made are provided under Note No. 2.5 2.6 and NoteNo. 2.10 to the Financial Statement provided in this Annual Report. The Company has notgiven any guarantee or security in connection with loan to any other body corporate orperson.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN SUB-SECTION 1OF SECTION 188
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis.
During the year the company has not entered into any contract or arrangement withrelated parties which could be considered material' (i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementsentered into individually or taken together with previous transactions during thefinancial year) according to the policy of the Company on materiality of Related PartyTransactions. Accordingly transactions those are required to be reported in Form AOC-2are enclosed as Annexure-IV.
A detailed report on contract & arrangement made during the financial year 2016-17being arm's length transaction have been reported and annexed as Note No. 2.42 to theStandalone Financial Statement.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information in accordance with the provision of Section 134 (m) of the Companies Act2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 regarding conservationof energy and technology absorption are not applicable to the Company. During the yearunder review there is no foreign exchange earnings and outgo (Previous years -NIL).
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT
The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no orders passed by any authority impacting the going concern status andcompany`s operations in future.
POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a Director and the policy on remuneration ofDirectors KMP and other employees is attached as Annexure-V respectively which formspart of this report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Board of Directors of the Company have Risk Management Policy and Guidelines toavoid events situations or circumstances which may lead to negative consequences on theCompany's businesses and has defined a structured approach to manage uncertainty and tomake use of these in their decision making pertaining to all business divisions andcorporate functions. Key business risks and their mitigation are considered in theannual/strategic business plans and in periodic management reviews. At present there is noidentifiable risk which in the opinion of the Board may threaten the existence of theCompany.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITIES (CSR)INITIATIVES
The role of CSR Committee is as under:-
(a) Formulate and recommend to the Board a CSR Policy which shall indicate theactivities to be undertaken by the Company in compliance with the Companies Act 2013 andrules thereunder.
(b) Recommend the amount of expenditure to be incurred on the activities as above
(c) Monitor the CSR Policy of the Company from time to time.
The Company has in place a CSR policy in line with Schedule VII of the Companies Act2013. As per the policy the CSR activities are focused not just around the offices of theCompany but also in other geographies based on the needs of the communities. The mainfocus areas where CSR programmes of Oswal's run are:
1. Eradicating hunger poverty and malnutrition.
2. To support the medical treatment of cancer patients through Mohan Dai Oswal CancerHospital.
3. To provide residential houses to the weaker section of society.
4. To promote education among children and livelihood enhancement projects.
In view of absence of net profits of the Company calculated as per statutoryrequirements no expenditure was incurred on CSR activities by the company during theyear.
The annual report on CSR activities is furnished in Annexure-VI which forms part ofthis report.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and relevant Regulations ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out the annual performance evaluation of its ownperformance and other Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairperson of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment.
Performance evaluation of independent directors was done by the entire board excludingthe independent directors.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairperson wasreviewed and evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors.
INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
The Board of Directors of the Company is responsible for ensuring that InternalFinancial controls have been laid down in the Company and that such controls are adequateand operating effectively.
The foundation of Internal Financial Controls ('IFC') lies in the Oswal Code of Conduct(OCOC') policies and procedures adopted by the Management corporate strategiesannual business planning process management reviews and the risk management framework.
The Company has a well-placed proper and adequate IFC system which ensures that allassets are safeguarded and protected and that the transactions are authorized recordedand reported correctly. The Internal Auditors independently evaluate the adequacy ofinternal controls and concurrently audit the majority of the transactions in value terms..
The Internal Audit team monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the company. Based on the report of theinternal audit function process owners undertake corrective action(s) in their respectivearea(s) and thereby strengthen the controls. During the year the independent consultantshave also been engaged for providing assistance in improvising IFC framework includingpreparation of Management Risk Control Matrix for various processes and deployment of SelfAssessment Tool.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl system in the Company which should be adequate and shall operate effectively. Rule8(5)(viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacyof Internal Financial Controls with reference to the financial statements to be disclosedin the Board`s report.
The internal financial controls were in operation during the reporting period fromApril 1st 2016 to March 31st 2017. Our management assessed theeffectiveness of the Company's internal control over financial reporting as of March 31st2017.
T.R. Chadha & Co LLP Chartered Accountants the statutory auditors has audited thefinancial statements of the Company for financial year 2016-17. They assess the internalfinancial controls including the Entity Level Controls Process Application andTransaction Controls and Information Technology General Controls.
The audit committee reviews the reports submitted by the Internal Auditors in each ofits meeting. Also the audit committee at frequent intervals has independent sessions withthe statutory auditor and the Management to discuss the adequacy and effectiveness of IFC.
Based on its evaluation as defined in Section 177 of Companies Act 2013 and Regulation18 of Listing Regulations our audit committee has concluded that as of March 31st2017 our internal financial controls were adequate and operating effectively.
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behavior.
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. which has been uploaded on the Company's website at the following link :http://www.oswalagromills.com/policy/VIGIL_MECHANISM_POLICY.pdf
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. During the yearunder review no employee was denied access to the Chairman of the Audit Committee.
CODE OF CONDUCT
The members of the Board and senior management personnel have affirmed the compliancewith Code applicable to them during the year ended March 31st 2017. The annualreport of the Company contains a certificate by the CEO and Whole Time Director in termsof Listing Regulations on the compliance declarations received from Independent DirectorsNon-executive Directors and Senior Management.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at its workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Board of Directors would like to take this opportunity to place on record itsappreciation for the committed services and contributions made by the employees of theCompany during the year.
Your Company's equity shares are listed at- Bombay Stock Exchange Ltd. (BSE) NationalStock Exchanges of India Ltd (NSE) Delhi Stock Exchange Ltd (DSE) Calcutta StockExchange Association Ltd (CSE) Ahmedabad Stock Exchange Ltd (ASE) the U.P. StockExchange Association Ltd (UPSE) and Chennai Stock Exchange Ltd (CSE).
As on date the shares of the Company are not traded at DSE CSE ASE UPSE and CSE asall these stock exchanges have no operations. The Company equity shares are frequentlytraded with Bombay Stock Exchange. Now the National Stock Exchange has been agreed torevoke the suspension of trading in the shares of the company. The Shares of the Companyshall also be traded on National Stock Exchange after disposing off of revocation matterby NSE.
Your Directors would like to express their appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andmembers during the year under review. Your Directors take on record their deep sense ofappreciation to the contributions made by the employees through their hard workdedication competence support and co-operation towards the progress of your Company.
| ||By Order of the Board |
| ||For Oswal Agro Mills Limited |
| ||Aruna Oswal |
|Place : New Delhi ||Chairperson |
|Dated : 09.08.2017 ||DIN: 00988524 |
Annexure-III Details under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
(xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy ofthe Company.
*1Mr. Gopal was appointed as Company Secretary of the Company w.e.f. 13thSeptember 2016 and thus comparison of remuneration of Shri Gopal is not relevant.
|Sub- Rules ||Particulars || || |
|(i) ||The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. ||a) Shri Bhola Nath Gupta Chief Executive Officer & Whole Time Director ||9.06:1 |
|(ii) ||The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary in the financial year. ||a) Shri Bhola Nath Gupta Chief Executive Officer & Whole Time Director ||NIL |
| || ||b) Shri Praveen Chopra ||NIL |
| || ||Chief Financial Officer || |
| || ||c) *1Mr. Gopal ||NIL |
| || ||Company Secretary || |
| || ||d) *2Ms. Pooja Daid ||NA |
| || ||Company Secretary || |
|(iii) ||The percentage increase in the median remuneration of employees in the financial year. || ||21.48% |
|(iv) ||The number of permanent employees on the rolls of the Company. || ||23 |
|(viii) ||Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. ||There was no increase in the salaries of employees of the Company as well as in the salaries of Key Managerial Personnel in the last Financial Year. Due to increase in the number of employees with lower salary scale during the previous year the median remuneration of employees has been reduced. || |
Annexure-IV 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)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's lengthbasis
There was no contract or arrangements entered during the year under considerationwhich were not at arms' length basis.
2. Details of material contracts or arrangement or transactions at arm's lengthbasis
|Name(s) of the related party and nature of relationship ||Nature of contracts/ arrangements/ transactions ||Duration of the contracts/ arrangements/ transactions ||Salient terms of the contracts or arrangements or transactions including the value if any ||Justification for entering into such contracts or arrangements or transactions ||Date(s) of approval by the Board if any: ||Value of Contacts/ arrangements/ transactions: ||Date on which the Special Resolution was passed in General Meeting as required under first proviso to section 188 |
|Oswal Greentech Limited (Group Company) ||Office Rent and Maintenance paid ||6 years ||Lease agreement for using the premises of group Company. ||Mutual contract or arrangement between two same group Companies. ||12.02.2016 ||930.00 ||NA |
| ||Transfer of Employee benefit liability from the associate ||One time ||Employees shifted from associate group Company having similar business. ||Mutual contract or arrangement between two same group Companies. ||14.12.2016 ||1928.32 ||NA |
| ||Advance given for purchase of land ||One time ||Agreement for sale of land between two group Companies ||Mutual contract or arrangement between two same group Companies. ||14.12.2016 ||607500.00 (Agreement value Rs. 650000.00 thousands) ||NA |
| ||Advance received back ||One time ||Land purchase agreement stands cancelled ||Mutual contract or arrangement between two same group Companies. || ||607500.00 ||NA |
| ||For and on behalf of Board |
| ||Oswal Agro Mills Limited |
|Place : New Delhi ||Aruna Oswal |
|Dated : 09.08.2017 ||Chairperson |
| ||DIN: 00988524 |
Annexure-V POLICY ON APPOINTMENT AND REMUNERATION OF BOARD MEMBERS
Criteria for Board Membership Directors
The Company shall take into account following points:
Director must have relevant experience in Finance/ Law/ Management/ Sales/Marketing/ Administration/ Research/ Corporate Governance/ Technical Operations or theother disciplines related to company's business.
Director should possess the highest personal and professional ethics integrityand values.
Director must be willing to devote sufficient time and energy in carrying outtheir duties and responsibilities.
Independent Director is a Director who has no direct or indirect material relationshipwith the Company or any of its officers other than as a Director or shareholder of theCompany. Independent Director shall meet all criteria specified in Section 149(7) of theCompanies Act 2013 and rules made thereunder and the criteria specified in ListingRegulations.
Remuneration Policy Directors
Nomination and Remuneration Committee shall recommends the remuneration for theNon-Executive Directors and Whole-Time Director and other Executive Directors. This willbe then approved by the Board and the shareholders of the Company wherever it may berequired. Prior approval of shareholders will be obtained wherever applicable in case ofremuneration to non-executive Directors. The Company pays remuneration by way of salaryperquisites and allowances (fixed component) and variable pay to Whole Time Director.Salary shall be paid within the range approved by the Shareholders. Within the prescribedceiling the perquisites package shall also be approved by the Remuneration Committee.
The remuneration paid to Executive Directors shall be determined keeping in view theindustry benchmark and the relative performance of the Company to the industryperformance. Perquisites and retirement benefits are paid according to the Company policyas applicable to all employees.
Independent Non-Executive Directors are appointed for their professional expertise intheir individual capacity as independent professionals/ Business Executives. IndependentNon- Executive Directors receive sitting fees for attending the meeting of the Board andBoard Committees and commission as approved by the Board and shareholders.
Key Managerial Personnel
The remuneration largely consists of basic salary perquisites allowances andperformance incentives. Perquisites and retirement benefits are paid according to theCompany policy subject to prescribed statutory ceiling. The components of the totalremuneration vary for different grades and are governed by the industry patternqualification & experience / merits performance of each employee. The Company whiledeciding the remuneration package takes into consideration current employment scenario andremuneration package of the industry.