You are here » Home » Companies » Company Overview » Rainbow Papers Ltd

Rainbow Papers Ltd.

BSE: 523523 Sector: Industrials
NSE: RAINBOWPAP ISIN Code: INE028D01025
BSE LIVE 15:40 | 18 Aug 4.15 0.03
(0.73%)
OPEN

4.24

HIGH

4.32

LOW

4.06

NSE 15:43 | 18 Aug 4.30 0.10
(2.38%)
OPEN

4.00

HIGH

4.35

LOW

4.00

OPEN 4.24
PREVIOUS CLOSE 4.12
VOLUME 42148
52-Week high 6.20
52-Week low 1.94
P/E
Mkt Cap.(Rs cr) 44
Buy Price 4.16
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.24
CLOSE 4.12
VOLUME 42148
52-Week high 6.20
52-Week low 1.94
P/E
Mkt Cap.(Rs cr) 44
Buy Price 4.16
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00

Rainbow Papers Ltd. (RAINBOWPAP) - Director Report

Company director report

Dear Shareholders

Your Directors’ have pleasure in presenting the 30th Annual Report of the Companytogether with the Audited Accounts for the financial year ended 31st March 2016.

1. Financial Highlights

The standalone and consolidated financial results of the company for the year ended31st March 2016 are as under:

(Rs. in Lacs)

FINANCIAL RESULTS STANDALONE CONSOLIDATED
2015-16 2014-15 2015-16 2014-15
Revenue from Operations 35763 57321 44275 115263
Profit before Exceptional Extra ordinary items Depreciation Interest & Tax (18303) 11537 (30109) 14590
Depreciation 13642 3899 13642 3899
Profit before Interest & Tax (31945) 7638 (43752) 10691
Interest 12034 7060 12033 7066
Profit before Exceptional & Extraordinary Items & Tax (43978) 578 (55785) 3625
Prior Period items / Exceptional items (2781) 33 (2781) 33
Taxation: Less/ (Add) Current Tax 0 109 0 109
MAT Credit Reversal of Earlier Years /MAT Credit Entitlement (2463) (109) (2463) (109)
Deferred Tax (2555) (1866) (2554) (1866)
Short/Excess Provision of Earlier Years (181) 0 (181) 0
NET PROFIT AFTER TAX FOR THE YEAR (51958) 2444 (64155) 5524
Add: Balance brought forward 18622 16468 30819 24180
NET SURPLUS AVAILABLE FOR APPROPRIATION (33336) 18912 (33336) 29704
Capital Reserve on Consolidation - - - -
Dividend Paid / Dividend Add Back 212 (241) 212 (241)
Corporate Tax on Dividend / Corporate Tax on Dividend Add Back 43 (48) 43 (48)
Transfer to General Reserve - - - -
Surplus carried forward to Balance Sheet EPS (Face Value of Rs. 2 per share) (33080) 18622 (33080) 29415
Basic (48.92) 2.37 (60.40) 5.37
Diluted - - - -

2. Dividend

Considering the losses incurred in the Financial Year 2015-16 the Board of Directorsdo not recommend any dividend for the year.

3. Finance

During the year under review M/s Cargill International Trading Pte Ltd had invokedExport Performance Bank Guarantee to the tune of $ 31.07 Mn. and EPBG amounting to $1.36Mn. are repaid. Total exposure as on 31.03.2016 towards the EPBG after repayment /invocation is $ 21.94 Mn.

Your Company had pursued to its consortium the request for rectification underCorrective Action Plan duly supported by TEV study report not considered favorably by theConsortium Bankers. The rectification under Corrective Action Plan would have helped theCompany to address the crisis in totality & bring the liquidity issues at manageablelevel. The Company is pursuing within & outside consortium for the long termresolution to the current financial issues.

4. Operations

During the year under review the operations of the company were adversely affected onaccount of under utilization of capacity due to various reasons.

The company is going through severe liquidity crunch & because of no immediatesupport from bank company is not able to fully utilise the available capacity. Lowerutilization of capacity resulting big amount of losses.

5. Exports & Imports

During the Year under review your Company has exported 9761.97 MT of paper. The exportproceeds amounted to Rs. 3882.66 Lacs. Exports has gone down due to delay in execution ofETP project resulting inability of the company to export certain grades.

Your Company imported 49624.91 MT of waste paper and 448 MT of chemical during the yearunder review. The imports amounted to Rs. 9237.56 Lacs of waste paper and Rs. 331.09 Lacsof chemicals.

6. DILUTION OF STAKE IN M/S RAINBOW PAPERS JLT DUBAI

During the year under review the share capital of Rainbow Papers JLT Dubai hasincreased and the shares are allotted to third party. Resultantly our stake in the saidcompany stands diluted. Therefore Rainbow Papers JLT Dubai has ceased to be a subsidiaryof your company.

7. Public Deposits

The Company has not accepted or renewed any deposits from the public during thefinancial year 2015-16.

8. Human Resources

Your Company is committed towards development and creation of opportunities for itsemployees that help attract retain and develop a diverse workforce.

During the year under review the employee turnover ratio was high. Resultantly theoperations of the company were affected and the employee cost increased.

The Company has an employee strength of 1047 employees as on 31st March 2016.

9. Corporate Social Responsibility (CSR)

As a part of its CSR the Company makes concentrated efforts in the fields of CommunityHealthcare Sanitation & Hygiene Education & Knowledge Enhancement and SocialCare & Concern.

In line with the provisions of the Companies Act 2013 and rules made thereunderCorporate Social Responsibility (CSR) Committee has been formed by the Board of Directorsat its meeting held on 12th August 2014. The Composition of the CSR Committee is asunder:

Name of Director Category of Directorship Designation
Shri Ajay Goenka Managing Director Chairperson
Shri Rahul Maheshwari Executive Director Member
Shri Kantibhai Patel Independent Director Member

The details about the CSR policy recommended by the CSR Committee and approved by theBoard of Directors alongwith other details required as per the Companies Act 2013 andrules made thereunder are given in the Annual Report on CSR Activities as an Annexure Ato this Report.

10. Environment Health and Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Company’s policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliance of environmental regulations andpreservation of natural resources.

The Company accords the highest priority to Environment Health and Safety. YourCompany continues to be accredited with ISO 9001 ISO 14401 OHSAS 18001.

11. Directos and Key Managerial Personnel

During the year under review Shri Indrasinh B. Zala was appointed as AdditionalDirector (Independent) of the company in the meeting of Board of Directors of the Companyheld on 12th August 2015 and his appointment was confirmed at the 29th Annual GeneralMeeting of the Company.

Shri Mahendra Patel and Shri Shashikant Thakar has resigned from the Directorship w.e.f2nd July 2015 and 30th December 2015 respectively.

Shri Pankit Shah Chief Financial Officer of the Company has resigned from the officew.e.f. 2nd September 2015 and Smt. Runel Rathi Company Secretary & Investor

Relationship Officer has resigned w.e.f 16th January 2016 and in her place ShriShashikant Thakar has been appointed as Company Secretary & Compliance Officer of theCompany w.e.f. 16th January 2016.

Shri Rahul Maheshwari Executive Director and Shri Kantibhai Patel IndependentDirector of the Company retires by rotation as Director and being eligible has offeredthemselves for re-appointment. The Board recommends their re-appointment as Directors asdetailed in the notice convening the Annual General Meeting subject to approval of theshareholders.

12. Composition and number of meetings of the Board

The Board of Directors of the Company comprises of well qualified and experiencedpersons having expertise in their respective areas. It has appropriate combination ofExecutive and Non-Executive Directors consisting of one Chairman & Managing Directorone Executive Director three Independent Director and one Woman Director as requiredpursuant to Section 149 of the Companies Act 2013.

The Board meets at regular intervals with gap between two meetings not exceeding 120days. During the year under review the Board met 13 times on 7th April 2015 14th May2015 29th May 2015 2nd July 2015 12th August 2015 21st August 2015 26th August2015 09th November 2015 30th December 2015 16th January 2016 11th February 2016and 1st March 2016.

13. Composition of Audit and Risk Management Committee

In compliance with the requirement of Section 177 of the Companies Act 2013 the Boardof Directors has constituted Audit Committee. The members of the Audit Committee possessfinancial/accounting expertise and exposure. The Audit Committee assists the Board in itsresponsibility for overseeing the quality and integrity of the accounting auditing andreporting practices of the Company and its compliance with the legal and regulatoryrequirements.

The Audit & Risk Management Committee comprises of the Independent Directors of theCompany under the Chairmanship of Mr. Kantibhai Patel. The other independent directors ofthe Committee are Mr. Shashikant Thakar (upto 30th December 2015) Mr. Indrasinh B. Zalaand Mr. Abhilash Delwadia (w.e.f. 30th December 2015)

Statutory Auditors Internal Auditors and Chief Financial Officer are the permanentinvitees at the committee meetings. Company Secretary acts as the Secretary of theCommittee.

For the Finanacial year 2015-16 the Audit Committee met 5 times on the followingdates: 29th May 2015 12th August 2015 26th August 2015 09th November2015 and 11thFebruary 2016.

The recommendations given by the Audit Committee are considered and reviewed by themembers of the Board of the Company. However there is no such case where the Boarddissented or did not accept the recommendation of the Audit Committee.

The Company has established the vigil mechanism through Whistle Blower Policy for allthe stakeholders of the Company which also provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases as per the Policy.

The Whistle Blower Policy will be applicable to all the stakeholder of the Companywhich is an extension of the Code of Business Conduct through which the Company seeks toprovide a mechanism for the Stakeholders to disclose their concerns and grievances onUnethical Behavior and Improper/Illegal Practices and Wrongful Conduct taking place in theCompany for appropriate action. The Company shall oversee the vigil mechanism only throughthe Audit Committee. If any of the members of the Audit Committee have a conflict ofinterest in a given case they should excuse themselves and the others in the Committeewould deal with the matter on hand.

14. Policy on Directors’ appointment and remuneration including criteria fordetermining qualifications positive attributes Independence of a Director and othermatters provided under Sub-section (3) of Section 178

Pursuance to Section 178 of the Companies Act 2013 as applicable to the Company theCompany has renamed a "Remuneration Committee" during the financial year2015-16. The Composition of the Nomination & Remuneration Committee is as under:

1. Shri Kantibhai Patel – Independent Director

2. Shri Shashikant Thakar – Independent Director (upto 30th December 2015)

3. Shri Indrasinh B. Zala (w.e.f. 12th August 2015)

4. Smt. Aanal N. Trivedi (w.e.f. 30th December 2015).

The Committee met twice on 29th May 2015 and 16th January 2016.

The Nomination & Remuneration Committee considers the requirement of the skill setson the Board integrity of the persons having standing in their respectivefield/profession and who can effectively contribute to the Company’s business andpolicy decisions recommend the appointment to the Board for approval.

The Committee has approved a policy with respect to the appointment and remuneration ofthe Directors and Senior Management personnel. The objectives of this policy are:

(a) to create a transparent system of determining the appropriate level of remunerationthroughout all levels of the Company;

(b) encourage people to perform to their highest level;

(c) allow the Company to compete in each relevant employment market;

(d) provide consistency in remuneration throughout the Company;

(e) align the performance of the business with the performance of key individuals andteams within the Company;

(f) long term value creation; and

(g) attract and retain the best professionals.

The policy details of the types of remuneration to be offered by the Company andfactors to be considered by the Board Nomination & Remuneration Committee andmanagement in determining the appropriate remuneration strategy.

15. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(SEBI) under Clause 49 of the Listing Agreements and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The performance of the committee was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of the Independent Directors performance of Non-IndependentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors.

16. Insurnace

The Company’s properties including Building Plant and Machinery Stocks Storesetc. have been adequately insured.

17. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act 2013 the unclaimed dividend aggregatingto Rs. 195717/-lying with the Company for a period of seven years pertaining to the yearended on 31st March 2008 was transferred during the year 2015-16 to the InvestorEducation and Protection Fund established by the Central Government.

18. Awards and Accolades

During the year under review the Company received the following awards:

• "STEAM TECH 2016" for all Gujarat Level Boiler Users Industriesis organised by SAKET PROJECTS LTD every year. We have been nominated for the second timewherein following awards were given

a) Award for the Best Boiler Operator

b) Appreciation Award for the Best Boiler User Industry

c) Appreciation Award for Best Boiler Engineer.

• Certificate of Appreciation & Certificate of Honour for Best SafetyPerformance for 2014 by Gujarat Safety Council & Directorate of Industrial Safety& Health Government of Gujarat.

• We have received the Certificate of Merit for the year 2012-13 from CAPEXILduring the function organized at New Delhi on 28.01.2016.

• Shrama Ratna Award was given to three employees of the Company on 20.02.2016 byDepartment of Labour Ministry Government of Gujarat.

19. Information Technology

Most of the functional areas of your company are working on IT (Information Technology)platform. To name a few of them: Planning Raw Material Purchase Finance Sale WeightBridge Production HR etc.

We are working with live ERP systems modules and functions. Our entire plant is underobservation on CCTV cameras and PA System (Public Announcements) for safety and securitypurpose.

20. Corporate Governance

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization’s brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders expectation. At Rainbow Papers Limited it isimperative that our company affairs are managed in a fair and transpaperent manner. Thisis vital to gain and retain the trust of our stakeholders.

As stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Management Discussion and Analysis Report and Report on Corporate Governanceform part of this Annual Report. Certificate from Practicing Company Secretary regardingcompliance with the conditions of Corporate Governance as stipulated in Clause 49 of theListing Agreement and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is also annexed to the Directors’ Report.

21. Credit Rating

The current Bank Loan rating as assigned by the CARE vide their letter dated 20thOctober 2015 is as under:-

Facility Rated Amount Rating
(Rs. in Crores)
Long-term Bank Facilities 983.16 CARE BB+ & Suspended
Short-term Bank Facilities 150 CARE A4+ & Suspended
Total 1133.16

‘BB+’ are judged to offer a moderate risk of default regarding timelyservicing of financial obligations.

‘A4+’ indicates minimal degree of safety regarding timely payment offinancial obligations.

22. Dematerialization

The Equity shares of the Company are in compulsory demat segment and are available fortrading in the depository system of both National Securities Depository Ltd (NSDL) and theCentral Depository Services (India) Ltd. (CDSL). 105247895 nos. of equity sharesforming 99.09% of the equity share capital of the Company stands dematerialized on 31stMarch 2016.

23. Listing of Shares

The equity shares of the Company are presently listed on the BSE Ltd (BSE) and theNational Stock Exchange of India Limited (NSE). The BSE & NSE have nationwideterminals and therefore shareholders/investors are not facing any difficulty in tradingof shares of the Company from any part of the Country.

Your Company has paid annual listing fees for financial year 2015-16 to BSE and NSE.Your Company has also paid custodial fees to National Securities Depository Ltd. andCentral Depository Services (India) Ltd.

24. Statutory Auditors and their Report

M/s. Mehta Lodha & Co. Chartered Accountants the Statutory Auditors of theCompany who were appointed at the 29th Annual General Meeting to hold office till 33rdAnnual General Meeting are subject to ratification. They have confirmed their eligibilityunder Section 141 of the Companies Act 2013 and the rules framed there under forratification as Auditors of the Company. As required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. furnished a certificate regarding their eligibility forre-appointment as Statutory Auditors of the Company pursuant to Section 139 (1) of theCompanies Act 2013 read with rules. The Board of Directors recommends theirre-appointment.

The Auditors Report contains following qualification

"Few of the Financial Institution and Bankers have classified their advances tothe companies as Non -Performing Assets (NPA) and therefore the provision of interestamounting to Rs 28.59 Crore on the these advance have not been provided by the Company andto that extent loss for the year and lenders liability has been understated."

25. Internal Auditors

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 your Company has appointed M/s Dhanesh B. Khatri & Co. CharteredAccountants as the Internal Auditors of the Company for conducting internal audit for theFinancial Year 2016-17.

26. Cost Auditors

M/s. V. H. Shah Cost Accountant has been appointed as Cost Auditors for the FinancialYear 2016-17 to conduct the cost audit of the accounts maintained by the company. He hasconfirmed his eligibility for appointment under the provisions of Section 148 of theCompanies Act 2013. The remuneration proposed to be paid to the Cost Auditor is submittedfor ratification for approval of the shareholders at the ensuing Annual General Meeting ofthe Company.

27. Secretarial Audit Report

Pursuant to Section 204 read with Section 134(3) of the Companies Act 2013 the Boardof Directors has appointed M/s. Yogesh Chhunchha & Co. Company Secretaries Ahmedabadas Secretarial Auditor of the Company for FY 2015-16. The Secretarial Audit Reportprovided by M/s Yogesh Chhunchha & Co. is annexed with the Board’s Report as AnnexureB.

28. MANAGEMENT’S VIEW ON QUALIFICATION

Directors would like to state that your Auditors have given Qualified Report for theFinancial Year 2015-16 and in that connection your Directors are of the following views.

"Financial Institutions and Banks have declared advances as NPA and thus theserequire no provision of interest in the books of accounts."

29. REFERENCE TO BIFR

On account of erosion of 100% net worth of the Company The Company has become a SickIndustrial Company under the provisions of the Sick Industrial Companies (SpecialProvisions) Act 1985. The Company has to file reference to Honourable Board for Industrialand Financial Reconstruction (BIFR) within 60 days to comply the provisions of Section15(1) of SICA 1985 read with regulation 19 of The BIFR regulations 1987. The management isin process to make due compliances of the law.

30. Directors’ Responsibility Statement

In terms of Section 134 (3) of the Companies Act 2013 in relation to the financialstatements for FY 2015-16 the Board of Directors states that:

a) In preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2016 and of the lossfor the year ended 31st March 2016;

c) The Directors have taken proper and sufficient care for 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; and

d) the financial statements have been prepared on a going concern basis.

e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

31. Statement on Declaration given by Independent Directors under Sub-Section (6) ofSection 149

Shri Kantibhai Patel Shri Indrasinh B. Zala and Shri Abhilash Delwadia IndependentDirectors of the Company have given their declarations to the Board that they meet thecriteria of Independence as provided under the applicable provisions of the Companies Act2013 and Listing Agreement.

32. Particulars of Contracts or Arrangements with Related Parties

All the related party transactions were at arm’s length basis. They were incompliance with the applicable provisions of the Companies Act 2013 and the ListingAgreement.

All the related party transactions are put forth for the approval of appropriatebodies as applicable in compliance with the applicable provisions of the Act. Omnibusapproval from the Audit and Risk Management Committee is obtained for the transactionswhich are foreseen and repetitive in nature. A statement of all related party transactionsis presented before the Audit and Risk Management Committee for its review on quarterlybasis specifying the nature value and terms and conditions of the transaction.

The particulars of contracts/arrangements entered into by the Company with relatedparties referred to in subsection (1) of section 188 of the Companies Act 2013 areannexed to this report as Annexure C.

33. Code of Conduct

The Company has adopted a Code of Business Conduct based on the business principles ofthe Company. The Board has laid down the code of conduct for all Board members and Seniormanagement of the Company. The code of conduct has been posted on the website of thecompany. All Board members and Senior management personnel affirms the compliance with thecode on an annual basis in the prescribed format.

34. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013

The Company has put in place an Anti-Sexual Harassment Mechanism in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committees have been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Company has not received anycomplaint of sexual harassment during the year 2015-16.

35. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The details relating to conservation of energy technology absorption foreign exchangeearnings and outgo prescribed under section 134 of the Companies Act 2013 read withCompanies (Account) Rules 2014 are given in the Annexure D to and form part ofthis Directors’ Report.

36. Risk Management Policy

The Board of Directors has developed and implemented risk management policy for theCompany ensuring that systems of risk management are in place. It has identified andassessed internal and external risks with potential impact and likelihood that mayimpact the Company in achieving its strategic objectives or may threaten its existence.The policy lays down procedures for risk identification assessment monitoring reviewand reporting.

37. Particulars of Employees

The information required underpursuant to Section 197 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided below:

1. The ratio of the remuneration of each director to the median employee’sremuneration:

Sr.No. Name of the Director Ratio (Remuneration of Director to Median Remuneration)
1. Ajay Goenka 13 Times
2. Rahul Maheshwari 13 times

2. The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:

Sr.No Name Designation % increase (incl. sitting fees)
1. Ajay Goenka Managing Director 0.00
2. Rahul Maheshwari Executive Director 0.00
3. Kanitibhai Patel Independent Director 0.00
4. Indrasinh Zala Independent Director 0.00
5. Abhilash Delwadia Independent Director 0.00
6. Aanal Trivedi Director 0.00
7 Shashikant Thakar Company Secretary 0.00

3. The percentage increase in the median remuneration of employees in thefinancial year:

~10% (% increase in the remuneration of median employee as on 31.03.2016)

4. The number of permanent employees on the rolls of company:

1047 employees as on 31st March 2016.

5. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

Shri Ajay Goenka (Managing Director) Shri Rahul Maheshwari (Executive Director) havebeen paid Rs. 2400000/- and Rs. 2400000/- respectively as remuneration during FY14-15. During the year under review they were paid Rs. 2400000/- each.

6. Variations in the market capitalisation of the company price earnings ratioas at the closing date of the current financial year and previous financial year:

Market BSE NSE
Capitalization
31.3.2016 1656989880 1694165935
31.3.2015 8072514800 7939743175
P/E Ratio BSE NSE
31.3.2016 (0.32) (0.33)
31.3.2015 32.07 31.54

percentage increase over decrease in the market quotations of the shares of the Companyin comparison to the rate at which the Company came out with the last public offer in caseof listed companies.

7. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year:

Average percentage increase is 10% in FY 15-16

8. Comparison of the each remuneration of the Key Managerial Personnel againstthe performance of the company

The increase in the remuneration to the Chief Financial Officer and the CompanySecretary was in line with the general increase of 10% for all employees of the Company.

9. The key parameters for any variable component of remuneration availed by theDirectors: NOT APPLICABLE.

10. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

Sr. No. Name of the Employee Designation

Ratio

1. Niyati Agrawal Senior Vice President

0.83

2. Sangeeta Goenka Senior Vice President

0.99

11. Affirmation that the remuneration is as per the remuneration policy of the company:

We hereby affirm that the remuneration paid to the Key Managerial Personnel is as perthe remuneration policy of the Company.

12. Name of every employee of the company who-

i. if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than sixty lakh rupees —NIL

ii. if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than five lakhrupees per month—NIL

iii. if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the Managing Director or Whole-TimeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company –NIL

38. Industrial Relations

Industrial Relations remained cordial throughout the year under review. Severalindustrial relation initiatives implemented by the Company have significantly helped inimproving the work culture enhancing productivity and enriching the quality of life ofthe workforce.

39. The Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 as requiredunder Section 134 (a) of the Companies Act 2013 is attached as Annexure E to thisReport.

40. Appreciation and Acknowledgements

The Board of Directors places on record its appreciation for the continued support andconfidence received from its Bankers and employees of the Company.

The Directors are also thankful to all other stakeholders for their valuable sustainedsupport to the Company.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

PLACE : AHMEDABAD AJAY R. GOENKA
DATE : 07.06.2016 CHAIRMAN & MANAGING DIRECTOR