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Paramount Communications Ltd.

BSE: 530555 Sector: Engineering
NSE: PARACABLES ISIN Code: INE074B01023
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VOLUME 5212
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OPEN 6.60
CLOSE 6.55
VOLUME 5212
52-Week high 8.08
52-Week low 2.66
P/E
Mkt Cap.(Rs cr) 80
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Paramount Communications Ltd. (PARACABLES) - Director Report

Company director report

To

The Members

Your directors hereby present the 22nd Annual Report along with auditedstatement of accounts of the Company for the year ended 31st March 2016.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2016is summarised below:

(Rs. /Lac)

Year ended 31.03.2016 Year ended 31.03.2015
Gross Turnover including Other Income 34633.17 49856.26
Profit/ (Loss) before Interest Depreciation and Tax (4307.74) (3544.94)
Interest 7215.54 5829.13
Depreciation & Amortisation of FCMITDA 858.35 929.70
Profit/(Loss) before Tax (12381.63) (10303.77)
Exceptional Items 152.61 (10.07)
Provision for Taxation - -
Profit/(Loss) after Tax and Exceptional Items (12229.02) (10313.84)
Taxation for earlier years - -
Net Profit/(Loss) for the year (12229.02) (10313.84)

The Company achieved gross turnover including other income of '34633.17 Lac andincurred a net loss of '12229.02 Lac for the financial year 2015-2016 as against grossturnover including other income of '49856.26 Lac and net loss of '10313.84 Lac infinancial year 2014-2015. Loss before exceptional items has been '12381.63 Lac as againstnet loss of '10303.77 Lac during previous year 2014-2015.

2. DIVIDEND

In view of loss incurred by the Company during the current financial year yourdirectors do not recommend declaration of any dividend for the year 2015-2016.

3. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no material changes and commitments affecting the financial position of theCompany during the year 2015-2016.

4. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

Outstanding FCCBs amounting to US$ 7.5 million were due for redemption on 23rdNovember 2011 at a premium equal to 145.54% of the outstanding principal amount i.e. @US$ 7277. Your directors are making efforts for restructuring the terms of FCCBs indiscussion with the bond holders.

The Bonds are listed at Luxembourg Stock Exchange.

5. GLOBAL DEPOSITORY RECEIPTS (GDRs)

The Global Depository Receipts issued by the Company during the financial year2006-2007 are listed at Luxembourg Stock Exchange. There are GDRs outstanding whichrepresents 301750 equity shares of '2/- each as on 31st March 2016.

6. FUTURE OUTLOOK

As a result of policies formulated by the Government of India the domestic OpticalFibre Cables industry is expected to grow at a good pace. Other sectors like RailwayTelecom and Power are expected to grow at a better pace as compared to last year. Howevercompetitive conditions are likely to persist over the medium-term in the Power Cablesegment due to competition and funds shortages.

Your Company’s vision for the coming year is to be a key participant in everyrelevant initiative of the Government so as to improve growth and development prospects ofthe Company.

7. TRANSFER TO RESERVES

In view of loss incurred by the Company during the current financial year your Companydo not propose to transfer funds to the General Reserves.

8. PUBLIC DEPOSITS

During the financial year 2015-2016 your Company has not accepted any deposits withinthe meaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

9. BOARD OF DIRECTORS

In compliance with the provisions of Section 149 152 Schedule IV and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 the independent directors of the Company viz. Mr.S.P.S. Dangi Mr. Satya Pal Mr. Vijay Bhushan and Mrs. Malini Gupta hold office for afixed term of five (5) years and are not liable to retire by rotation.

Further in accordance with the provisions of the Section 152 of the Companies Act2013 read with Articles of Association of the Company Mr. Sandeep Aggarwal is liable toretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. The Board recommends his re-appointment as a Director.

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 brief resume of the director proposed to be reappointed the nature of his expertisein specific functional areas names of the companies in which he holds directorship(s) andmembership/chairmanship of Board Committees shareholding and relationships betweendirectors inter-se are forming part of the Notice of Annual General Meeting.

10. DECLARATION OF INDEPENDENCE

In compliance with the provisions of Section 149 (7) of the Companies Act 2013 eachIndependent Director has given a written declaration to the Company thereby confirmingthat he/she meets the criteria of independence as mentioned under Section 149 (6) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement your Directors hereby confirm that:

i) in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departure if any;

ii) they had selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for the year under review;

iii) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) they had prepared the annual accounts for the financial year ended 31stMarch 2016 on a ‘going concern’ basis;

v) they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

vi) they had devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (erstwhile Clause 49 of the Listing Agreement)the Board has formed a policy to carry out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Committee Nomination & Remuneration Committee Stakeholders’/Investor’s Relationship Committee Risk Management Committee and Share Transfer& Transmission Committee.

13. REMUNERATION POLICY

Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Nomination and Remuneration Policy for Directors KMP and all otheremployees of the Company. A copy of the Policy is available at the website of the Company.

14. KEY MANAGERIAL PERSONNEL

Mr. Sanjay Aggarwal Chairman & CEO Mr. Sandeep Aggarwal Managing Director Mr.Shambhu Kumar Agarwal Chief Financial Officer and Ms. Tannu Sharma Company Secretary arethe Key Managerial Personnel of your Company under the provisions of Section 2(51) andSection 203 of the Companies Act 2013 read with Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

15. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the details of the ratio of theremuneration of each director to the median employee’s remuneration and such otherdetails as prescribed therein are given in "Annexure-A" which is attachedhereto and forms a part of the Directors’ Report.

16. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held. The details of these meetings are given in the Corporate GovernanceReport. The intervening gap between the meetings was within the period prescribed underthe Companies Act 2013.

17. AUDITORS

M/s Jagdish Chand and Co. Chartered Accountants New Delhi (Firm Registration No.000129N) the statutory auditors of the Company retire at the ensuing Annual GeneralMeeting and being eligible offer themselves for reappointment. The Audit Committee hadrecommended their re-appointment. The certificate from the Auditors have been received tothe effect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013.

18. AUDITORS REPORT-CLARIFICATIONS AND EXPLANATIONS

Auditors Report point No. 9 (a): Preparation of financial statements on going concernbasis.

The accompanying financial statements have been prepared on a going concern basisdespite negative net worth overdue in redemption of Foreign Currency Convertible Bonds(FCCBs) etc.

Your Company is hopeful that the Company will be able to generate profits in futureyears and meet its financial obligations. The management is also exploring inductingfinancial investor(s) in the Company and/or joint venture with foreign companies. Theaccompanying financial statements have been prepared on a going concern basis based oncumulative impact of the following mitigating factors:

• Company has not defaulted in payment of statutory dues.

• Company has proposed the banks to restructure its loan repayments.

• The management is also exploring induction of financial investors in the Companyand/or joint venture with foreign companies to improve its financial strength.

• Company has good order book position.

Auditors Report point No. 9 (b): Payment of interest on borrowings.

Interest on borrowing from banks has been provided based upon information availablefrom banks and as per best estimates of the management.

Auditors Report point No. 9 (c): Assignment of debt to Securitization and AssetReconstruction Company

During the year under review one of the Bankers has assigned and transferred the loantogether with all underlying securities thereto and rights etc. to a Securitization andAsset Reconstruction Company.

19. COST AUDITORS

The Board of Directors had appointed M/s. Jain Sharma & Associates CostAccountants as the Cost Auditor of your Company for the financial year 2015-2016 toconduct the audit of the cost records of your Company.

As per Section 148 read with Companies (Audit and Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 the Board of Directors of theCompany has appointed M/s. Jain Sharma & Associates Cost Accountants as the CostAuditor of the Company for the financial year 2016-2017 on the recommendations made by theAudit Committee. The remuneration proposed to be paid to the Cost Auditor would be'50000/- (Rupees Fifty Thousand only) and out of pocket expenses plus taxes.

The Company has received a letter from their firm to the effect that theirre-appointment would be within the limits prescribed under Section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified for such re-appointment within themeaning of Section 141 of the Companies Act 2013.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. A.K.Popli & Co. Practicing Company Secretaries has been appointed to as the SecretarialAuditor of the Company for the financial year 2015-2016. The Secretarial Audit report forfinancial year 2015-2016 forms an integral part of this Annual Report as"Annexure-B" to the Board’s Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

21. SUBSIDIARIES

The Company does not have any Indian subsidiary Company. However the Company has thefollowing direct/ indirect wholly owned foreign subsidiaries:

1. Paramount Holdings Limited Cyprus; *

2. AEI Power Cables Limited United Kingdom and

3. "06196375 Cables Limited" (formerly AEI Cables Limited) United Kingdom **

Notes:

1) *The Board of Directors of Paramount Holdings Limited have initiated steps toliquidate the Company.

2) **"06196375 Cables Limited" (formerly AEI Cables Limited) UnitedKingdom is under Administration w.e.f. 28th February 2014.

The Consolidated financials include audited financials of Paramount Holdings LimitedCyprus and AEI Power Cables Ltd. United Kingdom for the year ended 31st March2016.

The Company has no Joint venture with any other Company in India or abroad.

22. REPORTING TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION {BIFR}

Your Company has been registered with the Board for Industrial and FinancialReconstruction (BIFR) under Section 15(1) of Sick Industrial Companies (SpecialProvisions) Act 1985 vide case no. 77/2013 order dated 31st October 2013.

23. MEASURES TAKEN FOR REVIVAL AND REHABILITATION OF THE COMPANY

The Company has approached its bankers with restructuring request to convert asubstantial part of loan into convertible securities. Apart from this the Company isexploring possibilities of new investors and joint venture with foreign companies.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as per the requirements of Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are annexed hereto and forms anintegral part of the report.

The Company constantly strives for maintenance and improvement in quality of itsproducts and entire Research & Development activities are directed to achieve theaforesaid goal.

25. ISO CERTIFICATION

The Company holds ISO 9001:2008 and ISO 14001:2004 certifications for both of itsplants at Khushkhera Rajasthan and Dharuhera Haryana. In addition to this the Companyis certified by BASEC and LPCB for supply of its products in the European Market.

26. PARTICULARS OF EMPLOYEES

The Company is not required to make any disclosure under Section 197 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as noemployee is covered under the purview of the aforesaid Section/Rule.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

During the year 2015-2016 pursuant to Section 177 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 all Related PartyTransactions were placed before the Audit Committee and also for the Board approvalwherever required. Prior/omnibus approval of the Audit Committee is generally obtained forthe transactions which are of a foreseen and repetitive nature and these transactions arereviewed by the Audit Committee on quarterly basis.

The policy on Related Party Transactions as approved by Board is available at theCompany’s website www.paramountcables.com.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is set out as "Annexure-C" to this report.

28. LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.

The details of the investments made by the Company are given in the notes to thefinancial statements.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee and to the Chairman & CEO andManaging Director of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee and the Board.

30. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

31. EXTRACT OF ANNUAL RETURN

In accordance with Sections 134(3)(a) and 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 the details formingpart of the extract of the Annual Return in Form MGT-9 is annexed herewith as"Annexure-D".

32. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesthe risks in the internal and external environment along with the cost of treating risksand incorporates risk treatment plans in its strategy business and operational plans.

As per the requirements of Section 134(3)(n) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hasconstituted a Risk Management Committee to oversee the risk management efforts in theCompany. The details of the committee are set out in the Corporate Governance Reportforming part of this report.

Some of the risks which may pose challenges are set out in the Management Discussionand Analysis which forms part of this report.

33. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance’ against briberycorruption and unethical dealings/behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company’s website www.paramountcables.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practice and indealing with shareholders.

All the Board Members and the Senior Management Personnel have confirmed compliancewith the Code.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As the provisions are not applicable on the Company and the Company is not required tomake expenditure on CSR hence no CSR committee as prescribed under Companies (CorporateSocial Responsibility Policy) Rules 2014 has been formulated.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has vigil mechanism policy to deal with instances of fraud andmismanagement if any.

The policy ensures that strict confidentiality is maintained while dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. Accordingly the Board of Directors have formulated a VigilMechanism/Whistle Blower Policy which is in compliance with the provisions of Sections177(9) and 177(10) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy is also available on the website of theCompany www.paramountcables.com.

36. INSURANCE

All insurable interest of the Company including inventories buildings and plant &machinery are adequately insured.

37. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act 2013 read withCompanies (Declaration and Payment of Dividend) Rules 2014 the Company has transferred'467295/- (Rupees Four Lac Sixty Seven Thousand Two Hundred and Ninety Five) to theInvestor Education and Protection Fund. This amount was lying unclaimed/unpaid with theCompany for a period of seven years after declaration of Dividend for the financial yearended 2007-2008.

38. LISTING OF SHARES

The equity shares of the Company are listed at The Bombay Stock Exchange Ltd. (BSE) andNational Stock Exchange of India Ltd. (NSE). The BSE & NSE have nation-wide tradingterminals and therefore provide full liquidity to investors. Equity shares of the Companywere also listed with the Calcutta Stock Exchange Ltd however the Company has appliedfor delisting on 03.03.2004 and the application is still pending for disposal at theexchange by the Calcutta Stock Exchange authorities.

The Global Depository Receipts (GDRs) and Foreign Currency Convertible Bonds (FCCBs)issued by the Company in the international market are listed at Luxembourg Stock Exchange

39. INDUSTRIAL RELATIONS

Paramount is an equal opportunities employer. The Company do not discriminate ongrounds of age gender colour race ethnicity language caste creed economic orsocial status or disability. The global workforce spreads across the continents forms thebackbone of the entity. We handle global preferences and mindsets of both internal andexternal customers.

During the period under review your Company enjoyed healthy cordial and harmoniousrelationship with workers and employees at all levels.

40. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance along with acertificate from the Auditors on its compliance forms an integral part of this report.Further Management Discussion and Analysis which includes detailed review of operationsperformance and future outlook of the Company and its businesses forms a part of thisreport.

41. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

c) Neither the Managing Director nor the Whole Time Director of the Company receivesany remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

e) During the year under review there were no cases filed or reported pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

42. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors are thankful to the Central and State Government DepartmentsOrganisations and Agencies for their continued guidance and co-operation extended by them.

The Directors wish to place on record their appreciation to all valuable stakeholdersviz. customers shareholders dealers vendors Banks and other business associates fortheir support. The Directors also acknowledge the unstinted commitment and valuedcontribution of all employees of the Company.

For and on behalf of the Board

(Sanjay Aggarwal)

Chairman & CEO

Place: New Delhi

Date :05.08.2016

ANNEXURE I TO THE DIRECTORS’ REPORT

Disclosures of particulars with respect to conservation of energy technologyabsorption and foreign exchange earnings and outgo as per section 134(3)(m) of theCompanies Act 2013 and the rules made there under and forming part of the Directors’Report for the year ended 31st March 2016.

A. CONSERVATION OF ENERGY:

In view of the measure already taken in earlier years no fresh measure was required tobe taken during the year under review; however power consumption is continuously beingmonitored and controlled.

B. TECHNOLOGY ABSORPTION:

I. Research and Development (R&D)

R & D expenditure has not been accounted for separately.

II. Technology Absorption Adaptation and Innovation

1. Efforts in brief made towards technology absorption adaptation and innovation

The Company with its long experience in the cable industry has been a leader in cabletechnology. Innovation in process control product development cost reduction and qualityimprovement are being made on continuous basis as per the requirements of domestic andinternational markets. The technology being used for manufacturing cables is developed byin-house efforts and is at par with the industry norms.

2. Benefits derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc.

Upliftment of facilities proper resource utilization lesser scrap/wastage generationbetter preventive maintenance lesser break down & enhancement of productivity &morale of work force improved Plant housekeeping & tidiness.

III. Foreign Exchange Earnings and Outgo Total Foreign exchange used and earned

Earnings : '12.10 Lacs.

Outgo : '3913.73 Lacs.

For and on behalf of the Board

(Sanjay Aggarwal)

Chairman & CEO

Place: New Delhi

Date :05.08.2016

Details pertaining to Remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

A. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16.

Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2015-16 (Rs. in Lac) % increase in Remuneration in the financial year 2015-16 Ratio of remuneration of each Director/to median remuneration of employees
Mr. Sanjay Aggarwal (Whole Time Director) 46.21 NIL 14.13
Mr. Sandeep Aggarwal (Managing Director) 45.80 NIL 14.01
Mr. Shambhu Kumar Aggarwal (Chief Financial Officer) 19.31 15.77% 5.91
Ms. Tannu Sharma (Company Secretary) 4.56 35.40% 1.39

Note: No other Director except the Managing Director and Whole Time Directorreceived any remuneration other than sitting fees during the financial year 2015-2016.

B. There were 285 permanent employees on the rolls of Company as on 31stMarch 2016.

C. Average percentage increase in the salaries of employees other than managerialpersonnel in the financial year 2015-2016 was 11.50%.

D. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination & Remuneration Committee.

E. The ratio of the highest paid director to that of the employees who are notdirectors but receive remuneration in excess of the highest paid director during the year:The Chairman & CEO is the highest paid Director. No employee received remunerationhigher than the Chairman & CEO.

F. It is hereby affirmed that the remuneration paid during the year ended 31stMarch 2016 is as per the Remuneration Policy of the Company.