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Swiss Glascoat Equipments Ltd.

BSE: 522215 Sector: Engineering
NSE: N.A. ISIN Code: INE461D01010
BSE LIVE 15:53 | 23 Nov 169.15 2.35
(1.41%)
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166.80

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 166.80
PREVIOUS CLOSE 166.80
VOLUME 2321
52-Week high 227.00
52-Week low 125.10
P/E 35.39
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 169.15
Sell Qty 11.00
OPEN 166.80
CLOSE 166.80
VOLUME 2321
52-Week high 227.00
52-Week low 125.10
P/E 35.39
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 169.15
Sell Qty 11.00

Swiss Glascoat Equipments Ltd. (SWISSGLASCOAT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 26th Annual Report together withthe Audited Standalone Financial Statements for the Financial Year ended on 31stMarch 2017.

FINANCIAL HIGHLIGHTS* (Amount in Rs.)
PARTICULARS 2016-17 2015-16
Turnover 814722891 924236052
Profit Before Depreciation and Tax 71870436 85217562
Profit Before Tax 46409991 62639414
Profit After Tax 30630817 41538317
Earnings Per Share (EPS) 6.12 8.31

* The figures are regrouped rearranged and recast wherever considered necessary.

PERFORMANCE AND OPERATIONS

The economic conditions in FY 2016-17 were subdued. The Company achieved a salesturnover of Rs. 814722891 as against Rs. 924236052 during the previous year andearned a Net Profit After Tax of Rs. 30630817 as against Rs. 41538317 during theprevious year. The Company could not achieve the desired turnover and profitability due toseveral factors beyond its control viz overall economic slowdown for several months postdemonetization higher interest rates during the beginning of the year banks wary oflending due to high NPA levels in the banking industry which led to overall slowdown inthe capex programs of various pharmaceutical and agro-chemical industries which are thekey target customers of the Company. The situation has improved over the last few monthswith the Government and the Reserve Bank of India taking active steps like bringinginflation under control reduction of repo and reverse repo rate leading to moderatereduction of interest rates bringing pharmaceutical sector under 100% Automatic FDIroute which will provide the required impetus for growth in the pharmaceutical sector.The Company has got a robust order book which provides clear visibility of the revenuesin the first few months of FY 2017-18. The Management is also taking active steps toreduce the operating costs and improve operational efficiency. The Management is confidentto achieve a much better performance in the current year with improved revenues andprofits.

OPEN OFFER AND CHANGE IN PROMOTERS AND MANAGEMENT

As the Members are aware there has been a change in the control and management of theCompany during the year under review pursuant to the Share Purchase and Share SubscriptionAgreement (SPSA) executed between the Company selling promoters (outgoing promoters) andthe Acquirers (HLE Engineers Private Limited along with Mr. Himanshu Patel Mr. NileshPatel Mr. Harsh Patel and Mr. Aalap Patel) which triggered the Open Offer under the SEBI(Substantial Acquisition of Shares and Takeovers) Regulations 2011. The Open Offerprocess was duly completed in March 2017. Pursuant to the said SPSA the Acquirers hadacquired 1765953 shares from the selling promoters. Pursuant to the said SPSA one ofthe Acquirers HLE Engineers Private Limited was allotted 1500000 Warrants convertibleinto an equal number of Equity Shares and HLE Engineers Private Limited have exercised theoption to convert the Warrants into Equity Shares and consequently it has been allotted1500000 Equity Shares of the Company on 31st March 2017. The Company hasreceived the listing as well as trading approval from the BSE Limited for these 1500000Equity Shares allotted to HLE Engineers Private Limited. In the forthcoming Annual GeneralMeeting the Company is seeking the Members' approval to re-classify the outgoing/erstwhile promoters to public category in line with the requirements of Regulation 31A(5)of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015(including any statutory modification(s) or re-enactment thereof for the time being inforce) and other applicable provisions.

Pursuant to the aforesaid transactions and as contemplated in the SPSA the Board ofthe Company has been re-constituted on 31st December 2016.

DIVIDEND

Your Directors are pleased to recommend a Dividend of INR 2.00 (@ 20%) per share forthe year 2016-17 (1500000 Equity Shares allotted consequent to exercise of the option ofconversion of Warrants on 31st March 2017 shall be entitled to dividend onpro-rata basis @ Rs. 0.005 per Equity Share) subject to the approval of the Members inthe ensuing Annual General Meeting. The Dividend if approved by the Members will resultin cash outflow of INR 12044792 including dividend distribution tax.

TRANSFER TO RESERVES

The Company has transferred Rs. 10000000 to General Reserve during the year.

SHARE CAPITAL

The Company's paid-up Equity Share Capital as on 31st March 2017 is Rs.6.50 crore comprising of 6500000 Equity Shares of Rs. 10 each fully paid up ascompared to Rs. 5 crore comprising of 5000000 Equity Shares of Rs. 10 each fully paidup at the end of the previous year. The increase in the paid-up share capital is onaccount of issue of 1500000 Warrants convertible into an equal number of Equity sharesduring the year on 3rd December 2016 which were converted into 1500000Equity Shares upon exercise of conversion rights by the Warrant holder on 31stMarch 2017.

The Company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares (including sweat equity shares) to the employees orDirectors of the Company under any Scheme.

No disclosure is required under Section 67(3)(c) of the Act in respect of the votingrights not exercised directly by the employees of the Company as the provisions of thesaid Section are not applicable.

CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the abilityto meet its financial obligations. ICRA a reputed Rating Agency has rated the bankingfacilities enjoyed by the Company from its Bankers as "BBB+" for the long termand fund based limits and A3+ for the non-fund based limits.

DEPOSITS

The Company had accepted deposits from the Shareholders in compliance with Section 73of the Companies Act 2013 and the rules made there under. The details are as under:

Deposits accepted during FY 2016-17: Rs. 17540000

Deposits remaining unpaid or unclaimed as at 31st March 2017: Rs. Nil

The Company has not made any default during FY 2016-17 in repayment of deposits orpayment of any interest thereon. All payments and repayments related to the deposits havebeen duly made to the concerned deposit-holders upon their request if any.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act 2013 dividend of Rs.268121 pertaining to the FY 2008-09 which remained unclaimed and unpaid for a period ofseven years from the date of its transfer to the Unpaid Dividend Account has beentransferred to the Investor Education and Protection Fund established by the CentralGovernment.

RELATED PARTY TRANSACTIONS

The Company has implemented a policy related to Related Party Transactions as framed bythe Audit Committee. An extract of the said Policy is available on the Company's website:www.glascoat.com/Investors Guide /Company Policies.

During FY 2016-17 the Company has entered into related party transactions on an arm'slength basis in accordance with Section 188 of the Companies Act 2013 and the Rulesthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The details of the same are provided in Form AOC-2 annexed hereto which forms partof this Report.

PARTICULARS RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The aforesaid information as required under Section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is annexed hereto and forms part ofthis Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The details of top 10 employees of the Company in terms of remuneration drawn asrequired under Section 134 of the Companies Act 2013 and Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed hereto andforms part of this Report.

There is no employee drawing remuneration of Rs. 10200000 or more per annum or Rs.850000 or more per month or for any part of the year and hence the particulars requiredto be disclosed under Section 134 of the Companies Act 2013 read with Rule 5(2) theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notfurnished.

ANNUAL RETURN

An extract of the Annual Return in Form MGT-9 pursuant to the provisions of Section 92of the Companies Act 2013 read with Rule 2 of the Companies (Management andAdministration) Rules 2014 as required under Section 134 of the Companies Act 2013 isannexed hereto and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee as per theprovisions of Section 135 of the Companies Act 2013 for framing and implementing CSRactivities with an objective to achieve a positive impact on society as a whole.

Further during FY 2016-17 the Company has continued to support the following programas its CSR activities in the field of "preventive health care":

• "Vatsala Matrusambhal" program (undertaken jointly with CharusatHealthcare and Research Foundation (CHRF) a Trust established and working in this fieldsince January 2012.

The details related to the CSR activities of the Company during FY 2016-17 are annexedhereto and form part of this Report. The said details are also available on the Company'swebsite: www.glascoat.com/Corporate Social Responsibility. The annual return on CSRactivities undertaken by the Company during the year is annexed and forms part of thisReport.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

The Reports on Corporate Governance and Compliance Certificate thereon and ManagementDiscussion and Analysis as required under Regulation 34 read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are annexed hereto andform part of this Report.

RISK MANAGEMENT BY THE COMPANY

The Company recognizes the importance of managing risk in the business to sustaingrowth. Hence the Company has adopted a Risk Management Policy and the Audit Committeehas been entrusted with the responsibility of implementing and monitoring of the RiskManagement Policy.

INDIAN ACCOUNTING STANDARDS (IND AS) – IFRS CONVERGED STANDARDS

Pursuant to the notification issued by the Ministry of Corporate Affairs datedFebruary 16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 theCompany will adopt "IND AS" with effect from 1st April 2017 with thecomparatives for the periods commencing from 1st April 2016. Theimplementation of IND AS is a major change process for which the Company had established aproject team and had dedicated considerable resources. The impact of the change onadoption of IND AS has been assessed and the Company is considered ready to adopt IND AS.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the CompaniesAct 2013 your Directors confirm that:

(a) the applicable accounting standards had been followed along with proper explanationrelating to material departures if any in the preparation of the annual accounts;

(b) appropriate accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down and followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all the applicable lawshave been devised and that such systems were adequate and are working effectively.

DIRECTORS AND KEY MANAGERIAL PERSONS

As stated above during the year under review there has been a change in the controland management of the Company. The profiles of the newly appointed Directors have beenprovided in the explanatory statement to the Notice in this Annual Report.

The Directors of the Company are well experienced with expertise in the respectivefields of manufacture strategic and operational management and administration.

The day-to-day operations of the Company are managed by its Key Managerial Persons(KMP) i.e. the Managing Director Executive Director (Technical) the Chief FinancialOfficer and the Company Secretary.

Mr. Sudarshan Amin Non-Executive Director is retiring by rotation and being eligiblehas offered himself for re-appointment at the ensuing Annual General Meeting. Details ofMr. Sudarshan Amin have been provided in the Corporate Governance Report annexed heretoand forming part of this Report.

During the year under review Mr. Kaushik Shah Independent Director has resigned asthe Director with effect from 12th September 2016 and Mr. Kanubhai PatelNon-Executive Director and Chairperson of the Company has resigned as the Director witheffect from 1st October 2016. The Board places on record its sincereappreciation for their services and expert inputs provided during their tenure asDirectors.

The Nomination and Remuneration Committee has formulated the policy relating to theappointment and remuneration of the Directors of the Company laying down criteria fordetermining attributes independence etc. The Company policies governing the appointmentand remuneration of the Directors are annexed hereto and form part of this Report.

The Independent Directors have affirmed to the Board regarding compliance with all therequirements as prescribed by Section 149(6) of the Companies Act 2013 and Schedule IVthereto. A statement by the Managing Director regarding the said affirmation by theIndependent Directors is annexed to this Report and forms part of this Report.

The details related to the remuneration of managerial personnel as required under theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedhereto which forms part of this Report.

PERFORMANCE EVALUATION OF THE DIRECTORS AND KMPs OF THE COMPANY

During the FY 2016-17 the Board of Directors of the Company has carried out an AnnualPerformance Evaluation of the Board/ Committees and all the individual Directors as perthe Company's Policy for Performance Evaluation of Directors. The Independent Directors intheir separate meeting held on 6th February 2017 carried out the performanceevaluation of the non-Independent Directors with special attention to leadership criteriafor the Managing Director and the Executive Directors for the period from 1stJanuary 2016 to 31st December 2016.

The Board in its meeting held on 6th February 2017 performed theevaluation task of the Board/ Committees collectively and the Independent Directorsindividually for the period from 1st January 2016 to 31st December2016.

Performance evaluation sheets were already distributed before the meeting dates. Theoutcome of the above exercise of performance evaluation of all the Directors collectivelyand individually and the Board/ Committees was announced in the meetings which wassatisfactory and everybody appreciated and acknowledged the others' contribution towardsthe growth and progress of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has strong integrated systems for internal controls commensurate with thesize and nature of the business.

Investment decisions involving capital expenditure are subject to formal detailedappraisal and review by appropriate levels of authority. Capital and revenue expenditureare monitored and controlled with reference to pre-approved budgets and forecasts.

The Company has established effective internal control systems to ensure accuratereliable and timely compilation of financial statements to safeguard assets of theCompany and to detect and mitigate irregularities and frauds. The Company's managementhas adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Companies Act 2013the Statutory Auditors have confirmed the adequacy and operating effectiveness of theinternal financial control systems over financial reporting.

PARTICULARS OF LOANS AND GUARANTEES

The particulars of loans given guarantees issued securities provided and investmentsmade have been disclosed in the notes to the financial statements.

WHISTLE BLOWER MECHANISM

The Board pursuant to the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) 2014 has formulated andimplemented a Whistle Blower Policy for Directors and employees incorporating the VigilMechanism with a view to provide a mechanism which ensures adequate safeguards from anyvictimization on raising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reports etc.

The Policy covers malpractices and/ or events related to all issues that could havegrave impact on the operations and performance of the business of the Company. Theconcerned matters are to be reported to the Compliance Officer and/ or the Chairperson ofthe Audit Committee. The Audit Committee monitors the Vigil Mechanism of the Company.

During FY 2016-17 no employee has been denied access to the Compliance Officer/ theChairperson of the Audit Committee. Also no employee has availed the Vigil Mechanismduring FY 2016-17.

An extract of the Whistle Blower Policy incorporating the Vigil Mechanism and thecontact details of the Whistle Officers are available on the Company's website:www.glascoat.com/Investors Guide Whistle Blower Mechanism.

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has a policy against sexual harassment and a formal process for dealingwith complaints of harassment or discrimination. The said Policy is in line with theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules made thereunder. The Company through the Policy ensures that all suchcomplaints are resolved within defined timelines. During the year no case was reported.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments affecting the financial position of the Company which have occurredduring the period between the end of the financial year to which the financial statementsrelate and the date of this Report.

STATUTORY AUDITORS' AND INDEPENDENT AUDITORS' REPORT

The Shareholders in the 23rd AGM of the Company had appointed M/s. Darji& Associates Chartered Accountants (Firm Registration No. 116519W) as the StatutoryAuditors for a tenure of 3 years from conclusion of the Annual General Meeting held on 11thSeptember 2014. Their appointment has been ratified by the Shareholders every year. Theirtenure as the Statutory Auditors is ending on the conclusion of the 26th AGM tobe convened on 28th August 2017 and in terms of the requirements of Section139 of the Companies Act 2013 they are not eligible to get re-appointed as the StatutoryAuditors of the Company. The Company has approached M/s. M. M. Nissim & Co. CharteredAccountants (Firm Registration No. 107122W) to appoint them as Statutory Auditors of theCompany. They have informed the Company that they are eligible and willing to act asStatutory Auditors of the Company if appointed by the Shareholders at the forthcomingAnnual General Meeting.

The remarks/ comments referred to in the Auditors' Report for FY 2016-17 areself-explanatory and do not call for any clarifications or comments by the Board ofDirectors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. D. G. Bhimani and Associates Practising CompanySecretaries (Membership No. FCS 8064) as the Secretarial Auditors of the Company for theFY 2017-18 in accordance with Section 204 of the Companies Act 2013. The Company hasreceived consent from M/s. D. G. Bhimani and Associates for their appointment.

The remarks/ comments referred to in the Secretarial Audit Report for FY 2016-17 areself-explanatory and do not call for any further comments.

INTERNAL AUDITORS

The Company has appointed CNK & Associates LLP Chartered Accountants (FirmRegistration No. 101961W) for conducting internal audit of the Company for the financialyear 2017-18. The Company has received consent from M/s. CNK & Associates LLP fortheir appointment.

COST RECORDS AND AUDIT

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Recordand Audit) Rules 2014 the Company has duly maintained the cost records as prescribed.Presently audit of the Cost Records is not prescribed or mandatory.

GENERAL

• During the year under review there were no material or serious instances offraud falling within the purview of Section 143 (12) of the Companies Act 2013 and therules made thereunder.

• During the year under review there were no significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status and theCompany's operations in future;

ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to thank the Company's customersvendors investors business associates bankers and other stakeholders for theircontinued support. Your Directors also take this opportunity to applaud the contributionsmade by all the employees of the Company to the operations of the Company for itscontinued and success.

By the Order of the Board of
Swiss Glascoat Equipments Limited
Sd/-
Date : 29th May 2017 Mr. Himanshu Patel
Place: Vitthal Udyognagar Chairperson and Managing Director

ANNEXURE TO THE BOARD REPORT

INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OFTHE COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE BOARD REPORT FOR THE YEARENDED 31ST MARCH 2017 (A) Conservation of Energy

The Company is continuously making efforts to improve Energy Management by way ofmonitoring energy related parameters on a regular basis. The Company is committed totransform energy conservation into a strategic business goal fully along with thetechnological sustainable development of Energy Management Systems. It is making bestendeavours to reduce energy consumption in all its operations and activities.

(i) To achieve the above objectives the following steps are being undertaken by theCompany:

I. Continuously monitoring the energy parameters such as maximum demand power factorload factor TOD tariff utilization on regular basis.

II. Continuously replacing the inefficient equipment with latest energy efficienttechnology and upgradation of equipment continually.

III. Increasing the awareness of energy saving within the organization to avoid wastageof energy.

IV. To enhance utilization of Renewable Energy Resources.

V. Achieving the power factor near to unity in the Plant by effective reactive energymanagement.

VI. To reduce the Green House Emission by improving energy efficiency at the Plant.

(ii) Steps taken by the Company for utilising alternate sources of energy:

As a measure to encourage Green Energy the Company has installed a Windmill with aninstalled capacity of 1.25 MW at Baradiya in Jamnagar in FY 2009-10 and it has generated18 lacs units (net generation) in FY 2016-17.

(iii) Details of electricity consumption and cost during FY 2016-17:

(i) Total Electricity Consumption

A. Purchased from MGVCL
Total Units : 12453519
Total Cost (Rs.) : 102853338
Rate per unit (Rs.) : 8.26
B. Own Generation through Windmill
Units set-off by GEB : 1813249
Total Cost* (Rs.)*cost excludes borrowing cost : 3191963
Rate per unit (Rs.) : 1.76
C. Purchased through Open Access
Units set-off by GEB : 20112
Total Cost (Rs.) : 530413
Rate per unit (Rs.) : 26.37
(ii) Total Fuel Consumption of Oil Gas and Lubricants (Rs.) : 3566964

(B) Technology Absorption Adaption and Innovation

(i) Research and Development

On-going study in the following areas to reduce cost of conservation and improve thequality.

I. Evaluation of the alternative materials to reduce the cost of raw material

II. To modify the process parameters to improve the quality

III. Expenditure on Research and Development: Not significant during the year

The Company believes in steady growth with technology and it executes this belief byinstalling various technological advancements at regular intervals such as auto-weldingrobots that lead to product improvement product development cost reduction and fasterdelivery.

(C) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows are as under:

1. Total foreign exchange used
Import of goods [CIF Value] Rs. 6894358
Traveling Rs. 291931
2. Total foreign exchange earned
Exports [FOB Value] Rs. 39695849

 

By the Order of the Board of
Swiss Glascoat Equipments Ltd
Sd/-
Date : 29th May 2017 Mr. Himanshu Patel
Place : Vitthal Udyognagar Chairperson and Managing Director

ANNEXURE TO THE BOARD REPORT

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 arm's length transactions under third provisothereto A. Details of contracts or arrangements or transactions not at arm's length basis

During the year the Company hasn't entered into any contracts/ arrangements with anyof the related party which are not on arm's length basis.

B. Details of material contracts or arrangement or transactions at arm's length basis

(I) Availing of Services
(a) Name(s) of the related party and nature of relationship : Shree Hari Manpower Agency
Mr. Bipin Thakkar-Chief Financial Officer is the brother of the proprietor of the said service provider
(b) Nature of contracts/arrangements/transactions : Availing of Services
(c) Duration of the contracts/ arrangements/ transactions : 12 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any : Period of Transactions: 01.07.16 to 30.06.17
Scope of work : As per Agreement
Monthly consideration : As per Agreement
The Contractor is independent of the Company and is responsible for payment of all statutory liabilities arising out of employment of contract laborers as the principal employer.
(e) Date(s) of approval by the Board if any : 26.05.2016
(f) Amount paid as advances if any: : None
(II) Purchase of Goods & Services
(a) Name(s) of the related party and nature of relationship : Ceracoats
Mr. Tanmay Patel the erstwhile Executive Director (Technical) is the son of Mr. Ambalal Patel partner of Ceracoats
(b) Nature of contracts/arrangements/transactions : Purchase of Goods
(c) Duration of the contracts/ arrangements/ transactions : 6 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any : Period of Agreement : 01.07.2016 to 31.12.2016
The total value of components is within the limits as permissible and approved by the Board and the Audit Committee.
(e) Date(s) of approval by the Board if any : 26.05.2016
(f) Amount paid as advances if any: : None
(III) Availing of Services
(a) Name(s) of the related party and nature of relationship : Chemfilt
Mr. Sudarshan Amin the erstwhile Managing Director and the present Non-Executive Director and the father of Ms. Phagun Amin the erstwhile Director is a partner.
(b) Nature of contracts/arrangements/transactions : Availing of Services
(c) Duration of the contracts/ arrangements/ transactions : 12 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any : Period of Transactions: 01.08.2016 to 31.07.2017
The maximum value of job work of components is within the limits as permissible and approved by the Board and the Audit Committee.Omnibus approval given as the frequency of outsourcing of job work depends on the workload of orders received by the Company from its customers.
(e) Date(s) of approval by the Board if any : 25.07.2016
(f) Amount paid as advances if any: : None
(IV) Appointment of related party to office of place of profit
(a) Name(s) of the related party and nature of relationship : Mr. Ambalal Patel the erstwhile Executive Director (Technical) is the son of Mr. Ambalal Patel
(b) Nature of contracts/arrangements/transactions : Appointment as the Technical Consultant of the Company
(c) Duration of the contracts/ arrangements/ transactions : 12 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any : Period of Contract: 01.08.2016 to 31.07.2017
The total consultancy charges to be paid is within the limits as permissible and approved by the Board and the Audit Committee
(e) Date(s) of approval by the Board if any : 25.07.2016
(f) Amount paid as advances if any: : None
(g) Remarks : Supplemental agreement dated 7th February 2017 (consequent to the approval of the Audit Committee and the Board of Directors in their respective meeting held on 6th February 2017) has been executed to modify/ amend the consultancy charges payable for the remaining period of the agreement.
(V) Purchase of Goods
(a) Name(s) of the related party and nature of relationship : AEP Industries Pvt Ltd
Mr. Bharat Patel Director is a Director in that company.
(b) Nature of contracts/arrangements/transactions : Purchase of Goods
(c) Duration of the contracts/ arrangements/ transactions : 12 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any : Period of Transactions: 01.08.2016 to 31.07.2017
The maximum value of purchase of components is within the limits as permissible& approved by the Board and the Audit Committee.Omnibus approval given as the frequency of purchases depends on the orders received by the Company from its customers.
(e) Date(s) of approval by the Board if any : 25.07.2016
(f) Amount paid as advances if any: : None
(VI) Purchase of Goods
(a) Name(s) of the related party and nature of relationship : AEP Company
Mr. Bharat Patel-Director is a partner
(b) Nature of contracts/arrangements/transactions : Purchase of Goods
(c) Duration of the contracts/ arrangements/ transactions : 12 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any : Period of Transactions: 01.09.2016 to 31.08.2017
The maximum value of purchase of components is within the limits as permissible and approved by the Board and the Audit Committee.Omnibus approval given as the frequency of purchases depends on the orders received by the Company from its customers.
(e) Date(s) of approval by the Board if any : 25.07.2016
(f) Amount paid as advances if any: : None
(VII) Purchase of Intangible Goods
(a) Name(s) of the related party and nature of relationship : Mr. Sudarshan Amin
Mr. Sudarshan Amin the erstwhile Managing Director and the present Non-Executive Director of the Company and the father of Ms. Phagun Amin the erstwhile Director.
(b) Nature of contracts/arrangements/transactions : Agreement dated 12.08.2016 for purchase of patent application no. 201621001288 related to his invention Agitator Drive Assembly.
(c) Duration of the contracts/ arrangements/ transactions : Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value if any : The consideration to be paid is within the limits as permissible and approved by the Audit Committee and the Board.
(e) Date(s) of approval by the Board if any : 25.07.2016
(f) Amount paid as advances if any: : None
(VIII) Purchase of Goods
(a) Name(s) of the related party and nature of relationship : Ceracoats
Mr. Tanmay Patel the erstwhile Executive Director (Technical) is the son of Mr. Ambalal Patel partner of Ceracoats.
(b) Nature of contracts/arrangements/transactions : Renewal letter dated 31.12.2016 extending the contract dated 01.07.2017 for a further period of 6 months
(c) Duration of the contracts/ arrangements/ transactions : 6 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any : Period of Transactions: 01.01.2017 to 30.06.2017
The total value of components proposed to be purchased and job work charges to be paid is within the limits as permissible and approved by the Board and the Audit Committee.
(e) Date(s) of approval by the Board if any : 31.12.2016
(f) Amount paid as advances if any: : None
(IX) Purchase of Goods and Services
(a) Name(s) of the related party and nature of relationship : Ceracoats
Mr. Tanmay Patel the erstwhile Director is the son of Mr. Ambalal Patel partner of Ceracoats.
(b) Nature of contracts/arrangements/transactions : Contract dated 07.02.17 substituting agreement dated 01.07.16 and its renewal letter dated 31.12.2016
(c) Duration of the contracts/ arrangements/ transactions : 6 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any : Period of Transactions: 01.01.2017 to 30.06.2017
The total value of components proposed to be purchased and job work charges to be paid is within the limits as permissible and approved by the Board and the Audit Committee.
(e) Date(s) of approval by the Board if any : 06.02.2017
(f) Amount paid as advances if any: : None

ANNEXURE TO THE BOARD REPORT

Statement of Disclosure of Remuneration in accordance with Section 197(12) of theCompanies Act 2013 and Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Directors and KMPs % Increase in remuneration in 2016-17 Ratio of Remuneration to MRE^ for FY Excl. KMP 2016-17 Incl. KMP
Managing Director* 0.36 17.30 16.71
Executive Director (Technical)# 35.02 8.03 7.76
Company Secretary 7.71 - -
Chief Financial Officer 10.70 - -

 

Median remuneration of employee % Increase in median remuneration in 2016-17
Excl. Remuneration of KMPs 6.10
Incl. Remuneration of KMPs 9.09

* Mr.Sudarshan Amin has resigned as the Managing Director w.e.f. 31stDecember 2016 and Mr. Himanshu Patel has been appointed as the Managing Director w.e.f. 1stJanuary 2017. Hence the total percentage increase in the remuneration of the ManagingDirector in FY 2016-17 has been stated accordingly and individual change value has notbeen provided.

# Mr. Tanmay Patel has resigned as the Executive Director (Technical) w.e.f.31st December 2016 and Mr. Aalap Patel has been appointed as the ExecutiveDirector (Technical) w.e.f. 1st January 2017. Hence the percentage increasein the remuneration of the Executive Director (Technical) in FY 2016-17 has been statedaccordingly and individual change value has not been provided.

^ Median Remuneration of Employees

Notes:

The aforesaid ratios and % change figures are rounded off to two decimals.

The aforesaid remuneration of KMPs and employees is based on the annualised cost to theCompany.

The Non-Executive and Independent Directors do not receive remuneration except sittingfees for attending the Board Meetings. During FY 2016-17 no employee receivedremuneration in excess of the highest paid directors.

The Company pays remuneration to the Executive Directors Key Managerial Personnel andother employees in accordance with its Remuneration Policy.

Other Disclosures

Total no. of Permanent Employees on Company's roll 31.03.2017
Excl. KMPs 82
Incl. KMPs 86

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Particulars average percentile increase in salary in FY 2016-17
Average Salary of the employees (excl KMP)

4.59%

Average Salary of KMPs

-31.23%

ANNEXURE TO THE BOARD REPORT

Details of the top 10 employees (apart from Key Managerial Personnel) of the Company interms of remuneration drawn as required under with Section 134 of the Companies Act 2013and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

Sr. No. Names of Employees Designation Remuneration ( Rs.) Nature of Employment Contractual or otherwise Qualifications & Experience Date of Commencement of employment Age (Yrs.) Last employment before joining the Company % of shares held in the Company Relationship with any Director or manager of the Company
1 ASHLEY P. LEMOS AGM (Marketing) 1508600 BE Mechanical 8th January 2008 47 Joflow Centrifuges Pvt Ltd 0.00
2 BHARAT DHANAK GM (Marketing) 1447598 B.com PG (IT) 5th October 2011 40 Standard Radiator Pvt Ltd 0.00
3 AMIT A. SINHA GM (Works) 1388600 BE Mechanical 11th February 2013 41 Standard Radiator Pvt Ltd 0.00
4 SUDESH BANIK Senior Manager (Lining) 1112600 B.Sc 9th August 1995 66 BRB Cable 0.00
5 DIVYESH CHAPLA Manager (Design) 776600 Permanent Diploma Civil 1st March 1994 44 N.A. 0.01077 None
6 RIJO MATHEW Assistant Manager 593000 ME E-Business 1st July 2010 32 N.A. 0.00
7 NIKUL THAKER Head (P&P) 530600 ITI Fitter 15th July 2010 50 N.A. 0.0015
8 CHETAN PATEL Head (P&P) 500600 Diploma Mechanical 1st October 2010 44 N.A. 0.0015
9 DHARMENDRA PAREKH Manager (Quality) 473000 Diploma Mechanical 22nd October 2007 49 H.S.E Engineers Pvt Ltd 0.00
10 SEJAL M. PATEL Executive (Purchase) 462200 ITI Mechanist BA 3rd December 1994 40 Yogiraj Enterprise 0.00003

ANNEXURE TO THE BOARD REPORT

POLICY GOVERNING APPOINTMENT OF THE DIRECTORS

A. OBJECTIVE:

The operations of the Company are managed under the direction of the Board and withinthe framework set by the Companies Act 2013 the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with Stock Exchanges and the Articles of Association ofthe Company. The Directors are also governed by Internal codes / procedures prescribedwithin the Company from time to time.

This Policy lays down the framework (formulated in accordance with the applicable lawsof land) which acts as a guide for the appointing authority for appointment of theDirectors on the Board.

This Policy shall be framed and implemented by the Nomination & RemunerationCommittee subject to approval by the Board

B. GUIDING PRINCIPLES FOR APPOINTMENT OF THE DIRECTORS:

The Nomination & Remuneration Committee (NRC) has been constituted by the Board soas to fulfill the aforesaid purpose. One of the main role of the said Committee as statedin its Charter is to identify the persons who are qualified to become Directors inaccordance with the criteria laid down herein and recommend their appointment to theBoard.

The Company's Board shall comprise of Directors possessing diverse background andexperience in business government academics technology and in areas that are relevantfor the Company's operations.

The Committee shall select those persons as the Directors of the Company who havewillingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively. They must have the aptitude to critically evaluatemanagement's working as part of a team in an environment of collegiality and trust.

A Director shall possess the highest personal and professional ethics integrity andvalues. They shall be able to balance the legitimate interests and concerns of all theCompany's stakeholders in arriving at decisions rather than advancing the interests of aparticular constituency.

C. APPOINTMENT OF DIRECTORS:

At any point of time the Board Composition of the Company shall be in accordance withthe Charter of the Board of Directors formulated as per the provisions of the CompaniesAct 2013 and rules made there under and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 executed with the BSE Ltd.

The person appointed/ to be appointed as a Director shall perform his duties inaccordance with that stated in the Charter of the Board of Directors and shall act withinthe framework of that Charter the Act and other applicable laws.

In accordance with the current requirements of the Companies Act 2013 & Rules madethere under and other applicable provisions at any point of time the Company shall haveatleast one woman director and at least one Director who has stayed in India for a totalperiod of not less than one hundred and eighty-two days in the previous calendar year.

1. Criteria for Appointment of Directors:

A Director should possess few Basic Qualities stated as follows:

i) Emotional Balance

ii) Business Judgement

iii) Business Awareness

iv) Representational Qualities

v) Problem Solving and Innovation

A person to be appointed as a Director shall not possess any Disqualifications asstipulated in Section 164 of the Companies Act 2013 which states that:

(1) A person shall not be eligible for appointment as a director of a company if

(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a court of any offence whether involving moral turpitudeor otherwise and sentenced in respect thereof to imprisonment for not less than sixmonths and a period of five years has not elapsed from the date of expiry of the sentence:

Provided that if a person has been convicted of any offence and sentenced in respectthereof to imprisonment for a period of seven years or more he shall not be eligible tobe appointed as a director in any company;

(e) an order disqualifying him for appointment as a director has been passed by a courtor Tribunal and the order is in force;

(f) he has not paid any calls in respect of any shares of the company held by himwhether alone or jointly with others and six months have elapsed from the last day fixedfor the payment of the call;

(g) he has been convicted of the offence dealing with related party transactions undersection 188 at any time during the last preceding five years; or

(h) he has not complied with sub-section (3) of section 152.

(2) No person who is or has been a director of a company which—

(a) has not filed financial statements or annual returns for any continuous period ofthree financial years; or

(b) has failed to repay the deposits accepted by it or pay interest thereon or toredeem any debentures on the due date or pay interest due thereon or pay any dividenddeclared and such failure to pay or redeem continues for one year or more shall beeligible to be re-appointed as a director of that company or appointed in other companyfor a period of five years from the date on which the said company fails to do so.

2. Manner of Appointment/ Re-appointment/ Resignation/ Removal of Directors:

The Committee shall appoint/ re-appoint the Director on the Board in accordance withthe provisions of Sections 152 to 169 and other applicable provisions of the CompaniesAct 2013 and the Rules made there under.

The Board through the Nomination and Remuneration Committee shall appoint anyadditional alternate director or a director in casual vacancy in accordance with Section161 of the Companies Act 2013.

Further a person can resign as a Director or be removed by the Board or theShareholders in accordance with the provisions of Sections 168 & 169 of the CompaniesAct 2013. Section 167 of the aforesaid Act stipulates the circumstances wherein theoffice of a director becomes vacant. The Director resigning from the Company and theCompany shall inform the Registrar of Companies along with detailed reasons forresignation.

D. APPOINTMENT OF EXECUTIVE (MANAGING/ WHOLE-TIME) DIRECTORS

1. Criteria for Appointment of Executive Directors:

Section 2(54) of the Companies Act 2013 lays down the definition of the ManagingDirector as follows: "managing director" means a director who by virtueof the articles of a company or an agreement with the company or a resolution passed inits general meeting or by its Board of Directors is entrusted with substantial powers ofmanagement of the affairs of the company and includes a director occupying the position ofmanaging director by whatever name called.

Explanation.—For the purposes of this clause the power to do administrativeacts of a routine nature when so authorised by the Board such as the power to affix thecommon seal of the company to any document or to draw and endorse any cheque on theaccount of the company in any bank or to draw and endorse any negotiable instrument or tosign any certificate of share or to direct registration of transfer of any share shallnot be deeme to be included within the substantial powers of management;

Whole-time Director includes a director in the whole-time employment of the company(Section 2(94) of the Companies Act 2013)

Further Managing Director works with other top-tier executives to oversee theoperations of companies and organizations across a variety of industries such as bankinghealthcare marketing advertising information technology and government. A ManagingDirector assisted by top management has to develop strategic marketing and sales plansto boost profits and efficiency. He also has to coordinate the efforts of variousdepartments such as legal finance marketing and sales to meet company goals.Executive Directors oversee other managers or department heads and they often report tothe Boards of Directors.

In addition to the qualities of a Director stated above the person appointed or to beappointed as the Managing Director/ Executive Director shall have experience in a seniorleadership role for an organisation. A tertiary qualification in business administrationcommerce or law or a qualification relevant to the organisation's area of business isalso useful.

Personal requirements

• Managing Director/ Executive Directors need to be:

• able to multitask and delegate

• skilled at planning and organising

• skilled at problem-solving and decision-making

• good at communicating

• able to analyze information

• positive and adaptable

• able to work well under pressure

• have a sense of responsibility and accountability of his powers and duties tothe Board and stakeholders

• results oriented and creative in addition to having strong business-developmentskills and the ability to interact with clients staff and senior management.

• effective communicators with excellent leadership skills management experienceand the abilityto motivate employees.

Useful experience

• Useful experience for Managing Director/ Executive Directors includes:

• using leadership skills in challenging situations

• possessing thorough knowledge and experience of field of operations of thecompany.

2. Manner of Appointment of the Executive Directors:

Section 196 of the Companies Act 2013 along with Part I of the Schedule V theretogovern the provisions relating to the appointment of the Executive Directors. In line withthe provisions of sections 196 to 200 and Schedule V a managing director whole-timedirector or manager shall be appointed and the terms and conditions of such appointmentand remuneration payable be approved by the Board of Directors at a meeting which shall besubject to approval by a resolution at the next general meeting of the company and by theCentral Government in case such appointment is at variance to the conditions specified inthat Schedule.

E. APPOINTMENT OF INDEPENDENT DIRECTORS

1. Criteria for Appointment of Independent Directors:

Section 149(6) of the Companies Act 2013 and rules made there under lay downadditional criteria besides that laid down for Directors for appointment of any personas an Independent Director:

An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director—

(a) who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

(b) (i) who is or was not a promoter of the company or its holding subsidiary orassociate company;

(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company;

(c) who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is were during the twoimmediately preceding financial years or during the current financial year;

(e) who neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of—

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent. or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent. or more of the total voting powerof the company;

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganisation that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the company; or

(f) who possesses such other qualifications as may be prescribed.

An independent director shall possess appropriate skills experience and knowledge inone or more fields of finance law management sales marketing administrationresearch corporate governance technical operations or other disciplines related to thecompany's business.

Schedule IV to the Companies Act 2013-Code for Independent Directors provides that-Anindependent director shall:

(1) uphold ethical standards of integrity and probity;

(2) act objectively and constructively while exercising his duties;

(3) exercise his responsibilities in a bona fide manner in the interest ofthe company;

(4) devote sufficient time and attention to his professional obligations forinformed and balanced decision making;

(4) devote sufficient time and attention to his professional obligations forinformed and balanced decision making;

(5) not allow any extraneous considerations that will vitiate his exercise ofobjective independent judgment in the paramount interest of the company as a whole whileconcurring in or dissenting from the collective judgment of the Board in its decisionmaking;

(6) not abuse his position to the detriment of the company or its shareholders orfor the purpose of gaining direct or indirect personal advantage or advantage for anyassociated person;

(7) refrain from any action that would lead to loss of his independence;

(8) where circumstances arise which make an independent director lose hisindependence the independent director must immediately inform the Board accordingly;

(9) assist the company in implementing the best corporate governance practices.

2. Manner of Appointment/ Re-appointment/ Resignation/ Removal of theIndependent Directors:

Sub-sections (10) to (13) of Section 149 of the Companies Act 2013 Schedule IVthereto applicable Rules framed there under govern the manner of appointment of theIndependent Directors.

In accordance with the aforesaid provisions an Independent Director shall not holdoffice for more than two consecutive terms of a period of 5 consecutive years. Howeversuch independent director shall be eligible for appointment after the expiration of threeyears of ceasing to become an independent director; provided he has not during the saidperiod of three years been appointed in or been associated with the company in any othercapacity either directly or indirectly.

Extract of Schedule IV to the Companies Act 2013:

IV. Manner of appointment:

(1) Appointment process of independent directors shall be independent of thecompany management; while selecting independent directors the Board shall ensure thatthere is appropriate balance of skills experience and knowledge in the Board so as toenable the Board to discharge its functions and duties effectively.

(2) The appointment of independent director(s) of the company shall be approved atthe meeting of the shareholders.

(3) The explanatory statement attached to the notice of the meeting for approvingthe appointment of independent director shall include a statement that in the opinion ofthe Board the independent director proposed to be appointed fulfils the conditionsspecified in the Act and the rules made thereunder and that the proposed director isindependent of the management.

(4) The appointment of independent directors shall be formalised through a letterof appointment which shall set out :

(a) the term of appointment;

(b) the expectation of the Board from the appointed director; the Board-levelcommittee(s) in which the director is expected to serve and its tasks;

(c) the fiduciary duties that come with such an appointment along with accompanyingliabilities;

(d) provision for Directors and Officers (D and O) insurance if any;

(e) the Code of Business Ethics that the company expects its directors andemployees to follow;

(f) the list of actions that a director should not do while functioning as such inthe company; and

(g) the remuneration mentioning periodic fees reimbursement of expenses forparticipation in the Boards and other meetings and profit related commission if any.

(5) The terms and conditions of appointment of independent directors shall be openfor inspection at the registered office of the company by any member during normalbusiness hours.

(6) The Letter of appointment along with detailed profile of the independentdirectors shall also be disclosed on the company's website and the Stock Exchange notlater than one working day from date of appointment.

V. Re-appointment:

The re-appointment of independent director shall be on the basis of report ofperformance evaluation.

VI. Resignation or removal:

(1) The resignation or removal of an independent director shall be in the samemanner as is provided in sections 168 and 169 of the Act.

(2) An independent director who resigns or is removed from the Board of the companyshall be replaced by a new independent director within a period of not more than onehundred and eighty days from the date of such resignation or removal as the case may be.

(3) Where the company fulfils the requirement of independent directors in its Boardeven without filling the vacancy created by such resignation or removal as the case maybe the requirement of replacement by a new independent director shall not apply.

In general the Managing Director/ Executive Directors and Independent Directors areappointed vide agreement designed within the aforesaid framework between the individualand the Company. Further such Directors cannot be appointed for more than 5 consecutiveyears at a time.

F. DISCLOSURES

The Company shall provide following information to shareholders:

1. Appointment of a new director or re-appointment of a director:

a. A brief resume of the director;

b. Nature of his expertise in specific functional areas;

c. Names of companies in which the person also holds the directorship and themembership of Committees of the Board; and

Non-executive directors shall be required to disclose their shareholding (both own orheld by / for other persons on a beneficial basis) in the listed company in which they areproposed to be appointed as directors prior to their appointment. These details should bedisclosed in the notice to the general meeting called for appointment of such director

2. Disclosure of resignation of directors

a. The company shall disclose the letter of resignation along with the detailedreasons of resignation provided by the director of the company on its website not laterthan one working day from the date of receipt of the letter of resignation.

b. The company shall also forward a copy of the letter of resignation along withthe detailed reasons of resignation to the stock exchanges not later than one working dayfrom the date of receipt of resignation for dissemination through its website.

G. AMENDMENT

The Nomination & Remuneration Committee reserves its right to amend or modify thisPolicy in whole or in part subject to approval by the Board at any time consequent uponany amendment to applicable laws of land.

REMUNERATION POLICY FOR THE BOARD OF DIRECTORS

OBJECTIVE

The object of this Remuneration Policy is to make Swiss Glascoat Equipments Limited adesirable workplace for competent employees and thereby secure the Company'scompetitiveness future development and acceptable profitability.

The Remuneration Policy for the Board Members reflects the interests of theshareholders and the company taking into consideration any specific matters includingthe level in comparable companies the assignments and the responsibility undertakenBoard Members' required competencies effort and the scope of the board work includingthe number of meetings the remuneration of other employees of the Company and thereby aimto secure coordinated and fair Remuneration Policy for the Company.

This Policy shall be framed and implemented by Nomination & Remuneration Committeesubject to approval by the Board. The policy is built on the following principles:Transparent – the policy and its execution are clear and practical Alignment –the remuneration policy is aligned with the policy for other employees of the CompaniesLong-term – the incentives focus on long-term value creation Compliant –thestandards of good corporate governance has been adopted Simple – the policy and itsexecution are as simple as possible and easily understandable to all stakeholders

The Committee takes cognizance of market norms and practices as well as the additionalresponsibilities placed on Board members by new legislation and corporate governanceprinciples.

This Policy delineating the structure of Remuneration package including the basicsalary allowances bonus and perquisites to the Directors and the Board shall be inaccordance with the applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the BSE Ltd as amendedfrom time to time.

GUIDELINES FOR REMUNERATION TO THE DIRECTORS:

In line with Section 197 of the Companies Act 2013 the total managerial remunerationpayable by Swiss Glascoat Equipments Limited to its directors including managing directorand whole-time director in respect of any financial year shall not exceed eleven percent. of the net profits of that company for that financial year computed in the mannerlaid down in section 198 except that the remuneration of the directors shall not bededucted from the gross profits

However the company in general meeting may with the approval of the CentralGovernment authorise the payment of remuneration exceeding eleven per cent. of the netprofits of the company subject to the provisions of Schedule V to the Act.

Further if in any financial year a company has no profits or its profits areinadequate the company shall not pay to its directors including any managing orwhole-time director or manager by way of remuneration any sum exclusive of any feespayable to directors under sub-section (5) hereunder except in accordance with theprovisions of Schedule V and if it is not able to comply with such provisions with theprevious approval of the Central Government.

The net profits for the purposes of this section shall be computed in the mannerreferred to in section 198 of the Act

REMUNERATION TO THE EXECUTIVE DIRECTORS:

The Executive Management of the Company includes the Executive Directors- Managing& Whole-time Directors who are employed under executive service contracts as set bythe Board of Directors.

The Nomination & Compensation Committee submits proposals concerning theremuneration of the Senior Management Executives and ensures that the remuneration is inline with the conditions in comparable companies. The proposals are submitted for approvalin a Board meeting.

1. Remuneration to Managing Director/ Whole-time Directors:

In line with the provisions of sections 196 to 200 and Schedule V a managing directorwhole-time director or manager shall be appointed and the terms and conditions of suchappointment and remuneration payable be approved by the Board of Directors at a meetingwhich shall be subject to approval by a resolution at the next general meeting of thecompany and by the Central Government in case such appointment is at variance to theconditions specified in that Schedule Executive directors are subject to the company'sstandard terms and conditions of employment. A written employment contract shall beprepared between the Company and the Managing Director/ Whole-time Directors containingdetails of his main duties and responsibilities. The amount of basic salary and otherremuneration shall take into account his education working experience and previousemployment. Other details of his remuneration such as bonus allowances and perquisitesterms of notice and all payments due to the Managing Director/ Whole-time Directors upontermination of the contract etc. shall be mentioned in the employment contract.

The basic salary of the Managing Director/ Whole-time Directors may be revised annuallyconsidering their performance the development of salaries for similar positions incomparable and the general performance and operations of the Company. The Nomination &Remuneration Committee recommends any revision in remuneration to the Board.

The remuneration payable to any one Managing Director; or Whole-time director ormanager shall not exceed five per cent. of the net profits of the company and if there ismore than one such director remuneration shall not exceed ten per cent. of the net profitsto all such directors and manager taken together;

The Executive Directors may be paid remuneration either by way of a monthly payment orat a specified percentage of the net profits of the company or partly by one way andpartly by the other.

2. Bonuses and Incentives

The Executive Directors may be paid cash bonuses or incentives directly related to theworking performance of the individual employees their status and responsibility theeconomical performance of the Company the achievements of certain operational goalsincluding reaching certain budget targets. Such bonuses or incentives can only be offeredto employees who are still working for the Company at the time when the bonuses are duefor payment. Bonus payments are always subject to the applicable laws of land.

Where any insurance is taken by a company on behalf of its Executive Directors forindemnifying any of them against any liability in respect of any negligence defaultmisfeasance breach of duty or breach of trust for which they may be guilty in relation tothe company the premium paid on such insurance shall not be treated as part of theremuneration payable to any such personnel. However if such person is proved to beguilty the premium paid on such insurance shall be treated as part of the remuneration.

3. Personal benefits

Executive Directors have access to a number of work-related benefits including companycar free telephony broadband at home and work-related newspapers and magazines. Theextent of individual benefits is negotiated with each individual member of the ExecutiveManagement.

REMUNERATION TO THE NON-EXECUTIVE DIRECTORS

The company's policy on remuneration for non-executive directors is that as a generalguideline shall:

• be performance-related and market-related (having regard to number of meetingsattended by non-executive directors of companies of similar size and structure to thecompany and operating in similar sectors); and

• not linked to Company's share price or the company's performance.

All fees /compensation if any paid to Non-Executive Directors including IndependentDirectors shall be fixed by the Board of Directors within the limits stipulated by law

The company pays for all travel and accommodation expenses incurred by directors onofficial visits for company purpose.

No severance fees is paid to the Non-Executive Directors on consequent to retirement orresignation or any other circumstances.

1. Remuneration to Non-Executive Directors other than Independent Directors:

The remuneration payable to directors who are neither managing directors nor whole-timedirectors shall not exceed—• one per cent. of the net profits of the companyif there is a managing or whole-time director or manager; • three per cent. of thenet profits in any other case.

The percentages aforesaid shall be exclusive of sitting fees payable to directors.

2. Remuneration to the Independent Directors:

The Companies Act 2013 expressly disallows independent directors from obtaining stockoptions and remuneration other than sitting fees and reimbursement of travel expenses forattending the board and other meetings.

However the Company may pay to them any Profit-related Commission subject to theapproval of the shareholders. The reason behind it to prevent personal financial nexuswith the company and to safeguard their independence.

APPROVAL OF THE REMUNERATION

The remuneration payable to the directors of a company including any managing orwhole-time director or manager shall be determined in accordance with and subject to theprovisions of this section either by the articles of the company or by a resolution orif the articles so require by a special resolution passed by the company in generalmeeting and the remuneration payable to a director determined aforesaid shall be inclusiveof the remuneration payable to him for the services rendered by him in any other capacityas stipulated in the Companies Act 2013.

The remuneration payable to the Senior Management Executives shall be approved by theBoard of Directors on recommendation of the Nomination & Remuneration Committee.

COMPENSATION FOR LOSS OF OFFICE

In line with the Companies Act 2013 a company may make payment to a managing orwhole-time director or manager but not to any other director by way of compensation forloss of office or as consideration for loss of office of for retirement from office or inconnection with such loss or retirement.

No Senior Management Executive shall be paid by the company either by way ofcompensation for loss of office or as consideration for loss of office of for retirementfrom office or in connection with such loss or retirement.

RECOVERY OF REMUNERATION IN CERTAIN CASES

Without prejudice to any liability incurred under the provisions of the Companies Act2013 or any other law for the time being in force where a company is required to re-stateits financial in certain cases statements due to fraud or non-compliance with anyrequirement under this Act and the rules made there under the company shall recover fromany past or present managing director or whole-time director or manager or Chief ExecutiveOfficer (by whatever name called) who during the period for which the financialstatements are required to be re-stated received the remuneration (including stockoption) in excess of what would have been payable to him as per restatement of financialstatements.

DISCLOSURES

A notice convening Board or general meeting for considering the appointment of theDirectors & Key Managerial Persons shall include the terms and conditions of suchappointment remuneration payable and such other matters including interest of a directoror directors in such appointments if any.

• The company shall disclose in the Board's report:

• the ratio of the remuneration of each director to the median employee'sremuneration and such other details as may be prescribed.

• All pecuniary relationship or transactions of the non-executive directorsvis--vis the company shall be disclosed in the Annual Report.

• All pecuniary relationship or transactions of the non-executive directorsvis--vis the company shall be disclosed in the Annual Report.

• In addition to the disclosures required under the Companies Act 2013 thefollowing disclosures on the remuneration of directors shall be made in the section on thecorporate governance of the Annual Report:

a. All elements of remuneration package of individual directors summarized undermajor groups such as salary benefits bonuses stock options pension etc.

b. Details of fixed component and performance linked incentives along with theperformance criteria. c. Service contracts notice period severance fees. d. Stockoption details if any - and whether issued at a discount as well as the period over whichaccrued and over which exercisable.

• The company shall publish its criteria of making payments to non-executivedirectors in its annual report. Alternatively this may be put up on the company's websiteand reference drawn thereto in the annual report.

• The company shall disclose the number of shares and convertible instruments heldby non-executive directors in the annual report.

• The company shall disclose the remuneration policy and the evaluation criteriain its Annual Report

NOTES

The terms- Directors has same meaning as that defined in the Companies Act 2013 &other applicable provisions.

AMENDMENT

The Nomination & Remuneration Committee reserves its right to amend or modify thisPolicy in whole or in part subject to approval by the Board at any time consequent uponany amendment to applicable laws of land.