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Salora International Ltd.

BSE: 500370 Sector: Consumer
NSE: SALORAINTL ISIN Code: INE924A01013
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VOLUME 226
52-Week high 72.00
52-Week low 41.10
P/E
Mkt Cap.(Rs cr) 47
Buy Price 53.35
Buy Qty 49.00
Sell Price 56.90
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OPEN 53.25
CLOSE 55.05
VOLUME 226
52-Week high 72.00
52-Week low 41.10
P/E
Mkt Cap.(Rs cr) 47
Buy Price 53.35
Buy Qty 49.00
Sell Price 56.90
Sell Qty 164.00

Salora International Ltd. (SALORAINTL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting 48th Annual Report and Audited FinancialStatements for the Financial Year ended 31st March 2017.

1. FINANCIAL RESULTS (STANDALONE)

A quick view of the financial performance of the company for the financial year ended31st March 2017 along with the performance figures of previous financial year have beentabled below:

(R in Lacs)
Year ended 31st March 2017 Year Ended 31st March 2016
Net Sales /Income from Business
32369.25 31169.95
Operations
Less: Excise Duty 298.36 221.88
Net Sales 32070.89 30948.07
Add: Other Income 382.91 329.35
Increase / (Decrease) in stock 307.62 522.65
Total 32761.42 31800.07
Less: Total Expenditure 31709.85 31133.14
OperatingProfit 1051.57 666.93
Less: Interest 642.29 558.35
Less: Depreciation & Amortization 222.32 250.92
Profit before exceptional item & tax (186.96) (142.34)
Less: Exceptional Item - -
Profit before tax (186.96) (142.34)
Less: Provision for taxes
Current Tax - -
Deferred Tax 47.63 55.32
Earlier Year: Deferred Tax - -
Earlier Year: Income Tax - -
Profit / (Loss) after tax (139.33) (87.02)
Add: Balance brought forward from last year - -
(139.33) (87.02)
Less: Appropriations - -
Balance carried to Balance Sheet (139.33) (87.02)

2. DIVIDEND

In view of sluggish market the profits brackets of the company has been remainedunopened and therefore due to non availability of profits Board of directors have notrecommended any dividend this year also.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 unclaimed dividend of Rs.111060/-pertaining the financial year 2008-09 has been transferred to Investor Education andProtection Fund established by the Government of India which was due for transfer on19.08.2016

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the period under review the Company has achieved net sales of Rs.320.71 croresin the financial year 2016-17 as compared to Rs.309.48 crores in the last financial year.Operating profit for the year was stood at Rs.1051.57 lacs against Rs.666.93 lacs duringthe preceding financial year.

The Company has adopted the best and most sophisticated technology to suit Indiancustomer's need. The Company has successfully forayed into market either directly orindirectly. The Company's intension is to serve the consumers by creating technologicallypath breaking products through constant innovation. The Company as a part of reducingmanufacturing cost of products has explored the possibility of manufacturing of variouscomponents at in-house facility. Online selling business of the company has also beencatchy during the period under review as compared to the previous years. The company hassuccessfully aligned various agreements with numbers of key players of Smartphone maker ofthe world namely Apple. XIOMI and other brands like Le-EECO for which agreements havealso been executed as official online trading partners. Agreement with Apple and

XIOMI would help the company to penetrate and extends its arms in E-commerce tradingbusiness and would definitely demarcate with the other competitors in this sensuousbusiness environment.

The company and its management are also looking to open and explore its arms in theaccessories business of mobile gadgets in the coming year. The distribution business ofZojirushi's Life Style products (small appliances and thermo-ware) have been evaluated ata satisfactory level and continuous efforts are being done to escalate this businesssegment.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred at the end of the financial year to which this financialstatement relates on thedate of this report.

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure-‘I'and is attached to this report.

7. RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development as required under Section 134 (3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure-‘I' and is attached to this report.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THECOMPANY

Risk Management is attempting to identify assessment minimization and then managementof threats that could severally impact or bring down an organization. The Company believesthat it is need of the hour in the present market scenario for any business organizationto impeccably recognize and effectively address the risk existing in the environment inwhich it operates. Company's Board Audit Committee and Senior Management Personnel arecontinuously identifying the possible risk and make guidance to the management to hedgeagainst those threats. Audit Committee of the Company with the help of periodical internalaudit reports and management's representations is identifying and evaluating all possiblerisk and inform Board with their possible recommendations to hedge those risk andminimization procedures. In the opinion of the Board there is no risk that may threatenthe existence of the Company's business.

9. CORPORATE SOCIAL RESPONSIBILITY POLICY UNDER THE PROVISION OF SECTION 135 OFTHE COMPANIES ACT 2013

The Section 135 of the Companies Act 2013 is not applicable on the Company.

10. GOODS AND SERVICE TAX (GST)

The introduction of Goods and Service Tax (GST) is a very significant step in the fieldof indirect tax reforms in India. amalgamating a large number of Central and State taxesinto a single tax it would mitigate cascading or double taxation in a major way and pavethe way for a common national market. The transition to GST scenario is a major changeprocess and the Company has established a dedicated team to evaluate the impact analysisand carry out changes to the business process & IT systems as per the GST framework.

11. LOANS GUARANTEES OR INVESTMENTS

There were no loans guarantees or investments made by the Company exceeding the limitas specified under Section 186 of the Companies Act 2013 during the year under review andparticulars of loans given investments made guarantees given and securities providedunder Schedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 along with the purpose for which the loan orguarantee are provided in Note No.11 & 13 of the Standalone Financial Statement.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onArm's Length Basis and in the Ordinary Course of Business and which are not material innature too hence outside the scope of Section 188(1) of the Act. Related PartyTransaction Statement submitted for approval to the Board and Audit Committee wassupported by a certificate an Independent Chartered Accountant Firm. All Related PartyTransactions were placed before the Audit Committee as well as Board for prior approvalwherever required. None of the transactions were without approval of the Audit Committee.Prior omnibus approval of the Audit Committee obtained for the transactions which are of aforeseen and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval as placed before the AuditCommittee for their review on a quarterly basis. The policy on materiality of RelatedParty Transactions and also on dealing with Related Party Transactions as approved by theAudit Committee and the Board of Directors is available on the website of the Company atwww.salora.com.

Attention of the members is drawn to the disclosure of Related Party Transactions setout in Note No.40 of the Standalone Financial Statements forming part of this AnnualReport.

13. AUDITORS Statutory Auditors

After commencement of Companies Act 2013 read with the Companies (Audit and Auditors)Rules 2014 M/s. K. Prasad & Co. Chartered Accountants (ICAI Registration No.002755N) Statutory Auditors of the Company were eligible to be appointed for a period ofthree more years and were accordingly appointed by the members in the 45th Annual GeneralMeeting held on 29th September 2014 for a period of three more years i.e. until theconclusion of 48th Annual General Meeting of the Company.

After evaluation of leading audit firms the Board of Directors of the Company hasrecommended the appointment of M/s. R. Gopal & Associates Chartered Accountants (ICAIRegistration No.000846C) as Statutory Auditors of the Company in place of M/s. K. Prasad& Co. Chartered Accountants for a term of five consecutive years from the conclusionof 48th Annual

General Meeting of the Company scheduled to be held in the year 2017 till theconclusion of the 53rd Annual General Meeting to be held in the year 2022 for approval ofthe shareholders of the Company based on the recommendation of the Audit Committee.

Secretarial Auditor

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 hadappointed M/s. Navneet K Arora and Co.LLP a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Board at it meeting held on 29th May2017 has re-appointed M/s. Navneet K Arora and Co.LLP as Secretarial Auditor forconducting Secretarial Audit of the Company for financial year 2017-18.

Cost Auditors

Pursuant to Section 148(2) of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Company is required to get its costaccounting records audited by a Cost Auditor.

Accordingly the Board of Directors of the Company at its meeting held on 29th May2017 on the recommendation of the Audit Committee appointed M/s. Gurvinder Chopra &Co. Cost Accountants to conduct the audit of Cost Accounting records of the Company forfinancial year 2017-18 at a remuneration of Rs.40000/- plus taxes as applicable andreimbursement of actual travel and out of pocket expense. The remuneration is subject tothe ratification of the Members in terms of Section 148 read with Rule 14 of the Companies(Audit and Auditors) Rules 2014.

14. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Auditors' Report and Secretarial Auditors' Report do not contain anyqualifications Report of the secretarial auditors' is furnished in Annexure-‘II'and is attached to this report.

15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 hasbeen disclosed in the Corporate Governance Report which is part of this report underNomination and Remuneration Committee section.

16. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in MGT- 9 pursuant to the provisions of Section 92 readwith Rule 12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure-‘III' and is attached to this report.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Six (6) Meetings of the Board were held during the financial year under review with agap of statutory time limit provided under the Companies Act 2013 and SEBI (ListingObligations & Listing Requirements) Regulations 2015. Members of the Board duly meton 27th May 2016 30th June 2016 12th August 2016 12th November 2016 10th February2017 & 15th March 2017.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect tothe Directors' Responsibility Statement it is hereby confirmed that: a. in preparation ofthe annual accounts for the financial year 2016-17 the applicable accounting standardshave been followed along with proper explanation relating to material departures; b. theaccounting policies selected and applied are consistent and judgments and estimates madeare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company as at 31st March 2017 and of the profit / (loss) of the company for yearended on that date; c. proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. the annual accounts have been prepared the on a going concernbasis; e. the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively. reservations or adverse remarks.

19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company have one subsidiary i.e. Salora Components Ltd.

The Company has no joint venture company.

The financial performance of subsidiary Company is furnished in Form AOC-1 in Annexure-‘IV'and is attached to this report.

20. DEPOSITS

The Company has not accepted/received any deposits during the year under report fallingwithin the ambit of Section 73 of the Companies Act 2013.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review Smt. Neetu Jiwarajka was appointed by the Company asExecutive Director under the provision of Section 152 rotational retiring director andcompliance of section 149(3) i.e. woman director. Appointment of Smt. Neetu Jiwarajkawas approved by the shareholders of the Company at the last Annual General Meeting andbeing eligible offer herself for the re-appointment. Shri K.S. Mehta was appointed on theBoard of Company as Additional Director on 12th November 2016 till the conclusion ofensuing Annual General Meeting. The Company is seeking approval of the members for hisappointment as Non Executive Independent Director not liable to retire by rotation atthe ensuing Annual General Meeting. Smt. Savitri Devi Jiwarajka was appointed on the Boardof the company on 15th March 2017 as Non Executive Director till the conclusion ofensuing Annual General Meeting. The Company is seeking approval of the members for herappointment as

Non Executive Director (Promoter Group) liable to retire by rotation at the ensuingAnnual General Meeting.

Shri Vinay Kishore was appointed as Chief Financial Officer w.e.f. 12th August 2016 inplace of Shri Ashok Kumar Kucheria who left services of the Company effective from 1stAugust 2016.

Shri Mohd. Faisal Farooq was appointed as Company Secretary w.e.f. 12th November 2016in place Shri Nitin Agrahari who left services of the Company effective from 15thOctober 2016.

During the year under review Shri P. N. Mehta Non-Executive Director of the companyresigned from his office and his resignation was taken on record by the Board in itsmeeting held on 27th May 2016.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013.

The Independency declaration duly signed and dated by each of the Independent Directorwas placed before the board for review and the same was recorded.

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

The Audit Committee consists of the following members:

1) Shri Gautam Khaitan Chairman

2) Shri Sanjeev Kaul Duggal Member

3) Shri Patanjali Govind Keswani Member

The above composition of the Audit Committee consists of all independent directors.

The Company has established a vigil mechanism and which oversee through the committeethe genuine concerns expressed by the employees and other directors. The Company has alsoprovided adequate safeguards against victimization of employees and directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of company employees and theCompany.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 AND PROVIDING VIGIL MECHANISM

The Company is committed towards providing a healthy environment and thus does nottolerate any discrimination and/or harassment in any form. The Company has in place anInternal Complaints Committee to inter-alia:

1) Prevent sexual harassment of women workers at the workplace; and

2) Redress the complaints in this regard.

During the year under review the Company did not receive any complaint.

25. SHARE CAPITAL

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE) andNational Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year2017-18 have been paid to both the Stock Exchanges.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for allshareholders w.e.f. 28.08.2000 in terms of the Notification issued by the Securities andExchange Board of India (SEBI). The Company has achieved higher level of dematerializationwith 98.14% of the total number of Equity Shares being held in the electronic mode withthe two depositories (NSDL & CDSL).

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inthe Annexure-‘V' forming part of this Annual Report.

27. CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on Corporate Governance under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forming part of thisAnnual Report is annexed as Annexure-‘VI'. A certificate from M/s. Navneet K.Arora & Co.LLP Practicing Company Secretary (CoP No.3005) confirming the complianceof Corporate Governance is given in Annexure-‘VII' forming part of this AnnualReport.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is required under Regulation 34 of SEBI(Listing Obligations & Disclosure Requirements) Regulation 2015. A separate sectionon Management Discussion and Analysis is given in Annexure-‘VIII' forming partof this Annual Report.

29. INTERNAL FINANCIAL CONTROL

Company has a proper and adequate system of internal control commensurate with the sizeand nature of its business to oversee the Company's financial reporting processdisclosure of financial information reviewing the performance of statutory and internalauditors with management adequacy of internal audit function and internal control systemrelated party transactions etc. and for this purpose Company has a well constituted AuditCommittee headed by a Non-Executive Independent Director. Further the Company's InternalAuditors verify the information concerning the reliability of the financial statements aswell as the compliance with the Company policies so as to maintain accountability of allits assets and correctness of recorded transactions.

30. EVALUATION OF BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the Section 134(3)(p) of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements)Regulations2015theBoardcarriedoutanannualperformance evaluation of its own performancethe Independent Directors individually as well as the evaluation of the working of theCommittees of the Board. The performance evaluation of all the Directors was carried out.The performance evaluation of the Chairman and Executive Directors was carried out by theIndependent Directors. Details of the same are given in the Report on Corporate Governanceannexed to this report.

31. ACKNOWLEDGEMENTS

The Board wishes to record its appreciation of the continued support and hard work ofthe employees at all levels. The Board also acknowledges continued co-operation receivedfrom Dealers Suppliers Customers Banks Government Departments and FinancialInstitutions.

The Board deeply acknowledges the trust and confidence placed by the consumers of theCompany and all its shareholders.

For and on behalf of the Board of Directors
Salora International Ltd.
(Gopal Sitaram Jiwarajka)
Chairman & Managing Director
DIN:00024325
Date: 29.05.2017
Place: New Delhi

Annexure-‘I'

STATEMENT CONTAINING PARTICULARS PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014.

A. CONSERVATION OF ENERGY
(a) THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY The Company has taken appropriate steps for conservation of energy by using energy efficient equipments i.e. LED lights in Production floor and workshops and creating awareness in the employees for conservation of energy.
(b) THE STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCES OF ENERGY Company has taken steps to use Solar lights on factory's boundary walls.
(c) THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENTS N.A.
B. TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION
(a) THE EFFORTS MADE IN TECHNOLOGY Research and Development (R & D):
ABSORPTION Deflection Yoke: New version of 21" TFT V-2 DY start for Thomson China.
FBT: (a) Development of 14" 21" Flat 21" Ultra Slim FBT for Company and Other customers
(b) Developed Market Model FBT in new Plastic Parts (low Cost FBT) and also started many new models for market segment
Speaker: (a) Development of Multimedia speakers for Company and different customers like Philips etc.
(b) Development of LCD & LED TV Speakers for Company and Videocon Panasonic & other patrons.
CRT TV: Optimize design of existing Chassis for Energy efficient Star Rating.
LED TV: Developed new 98 CM LED TV in single board concept (Power supply and small signal processing are combined) for better reliability productivity and serviceability
Telecom Division:
(a) Development of CDMA Mobile Phone for Tata and MTS Telecom providers
(b) Development of charger (adopter) for Mobile phone
(c) Development of Speaker for mobile phone
(d) Development of Battery for mobile Phone Company has successfully absorbed the LED TV assembly technology to manufacture LED TV in house and started use of LED TV technology for mass production.
This creates a new opening for company to produce cost effective high end CTV for masses adding margin to the company. Indigenous Mobile Phone charger will reduce dependency on foreign suppliers.
(b) THE BENEFITS DERIVED LIKE PRODUCT IMPROVEMENT COST REDUCTION PRODUCT DEVELOPMENT OR IMPORT SUBSTITUTION a) Compliance of all legal requirement of BIS
b) Cost competitiveness w.r.t. competition
c) Use of latest technology
d) Being in pace with the latest trend of the industry
e) Getting leadership position in market latest technology absorption and quality improvement
(c) IN CASE OF IMPORTED TECHNOLOGY (IMPORTED DURING THE LAST THREE YEARS RECKONED FROM THE BEGINNING OF THE FINANCIAL YEAR) N. A.
i) the details of technology imported
ii) the year of import
iii) whether the technology been fully absorbed
iv) if not fully absorbed areas where absorption has not taken place and the reasons thereof

 

(d) THE EXPENDITURE INCURRED ON RESEARCH & DEVELOPMENT:
(Rs. in lacs)
2016-17 2015-16
(a) Capital 0.00 0.00
(b) Recurring 1.54 0.81
(c) Total 1.54 0.81

 

C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows. Foreign Exchange mainly used during the year for import of goods and visit of Marketing & Engineering staffs to different countries for business purpose and market penetration.

 

(Rs. in lacs)
Total foreign exchange used and earned 2016-17 2015-16
Foreign Exchange used 2576.02 2394.41
Foreign Exchange earned 189.88 4143.82

Form AOC-1 Annexure – IV

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies / joint ventures Part "A": Subsidiaries

(Information in respect of subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars Details
1 Name of the subsidiary SALORA COMPONENTS LTD.
2 Reporting period for the subsidiary concerned if different from the holding company's reporting period 31st March 2017
3 Reporting currency and Exchange rate as on the last date of the relevant financial year inthe subsidiaries case offoreign Not Applicable
4 Share capital 43200000
5 Reserves & surplus (21535956)
6 Total assets 54544856
7 Total Liabilities 32880811
8 Investments Nil
9 Turnover 22448351
10 Profit before taxation (2653582)
11 Provision for taxation (2617650)
12 Profit after taxation (5271231)
13 Proposed Dividend Nil
14 % of shareholding 79.05%

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures – Company doesn't have any Associate or Joint VentureCompany during the reporting period.

Regd. Office: Gopal Sitaram Jiwarajka Tarun Jiwarajka
D – 13/4 Okhla Industrial Area Phase – II Chairman & Managing Director Whole Time Director
New Delhi – 110 020 DIN:00024325 DIN:00386240
CIN L74899DL1968PLC004962
sect@salora.com
Dated: 29.05.2017 Vinay Kishore Mohd. Faisal Farooq
Place: New Delhi Chief Financial Officer Company Secretary

Annexure – V

(THIS REPORT FORMS PART OF DIRECTORS' REPORT)

DISCLOSURE IN DIRECTORS' REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Sr. No. Requirements Disclosure
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. Name of the Director Ratio
Shri Gopal Sitaram Jiwarajka MD 53.66
Smt. Neetu Jiwarajka ED 7.06
Shri Tarun Jiwarajka WTD 11.91
For the purpose sitting Fees paid to the directors have not been considered as remuneration.
Figures have been rounded off wherever necessary.
2. The percentage increase in remuneration of each Director Chief Financial Officer and Company Secretary in the financial year. Shri Gopal Sitaram Jiwarajka-MD N.A.
Smt. Neetu Jiwarajka ED N.A.
Shri Tarun Jiwarajka WTD N.A.
Shri Ashok Kucheria -CFO* N.A.
Shri Vinay Kishore - CFO# N.A.
Shri Nitin Agrahari – CS* N.A.
Shri Mohd. Faisal Farooq – CS# N.A.
*Resigned on 1st August 2016
#Appointed on 12th August 2016
*Resigned on 15th October 2016
#Appointed on 12th November 2016
3. The percentage increase in the median Nil*
remuneration of employees in the financial year *Due to decrease in number of employees in comparison to previous FY the increase in median remuneration can't be ascertained.
4. The number of permanent employees on the rolls of company There were 241 employees as on March 31 2017.
5. 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 is no average increase recorded in remuneration for Employees other than Managerial Personnel during the period under review. Further average managerial remuneration was showing a increment due to resignation and appointment of new Key Managerial Personnel. This revision is in line with factors outlined in Remuneration Policy of the Company. Other than this there are no any other exceptional circumstances for increase in the managerial remuneration.
6. Affirmation that the remuneration is as per the remuneration policy of the Company. It is hereby affirmed that the remuneration is as per the Remuneration Policy of theCompany.

General Note:

1. Profit of the Company is calculated as per Section 198 of the Companies Act 2013

2. Managerial Personnel includes Chairman and Managing Director Whole Time DirectorExecutive Director and Key Managerial Personnel.