Ugar Sugar Works Ltd.
|BSE: 530363||Sector: Agri and agri inputs|
|NSE: UGARSUGAR||ISIN Code: INE071E01023|
|BSE LIVE 15:40 | 19 Sep||24.20||
|NSE 15:44 | 19 Sep||24.05||
|Mkt Cap.(Rs cr)||272|
|Mkt Cap.(Rs cr)||272.25|
Ugar Sugar Works Ltd. (UGARSUGAR) - Director Report
Company director report
Your Directors have pleasure in presenting their 76th Annual Report togetherwith the Audited Financial Statements for the period ended 31st March 2016.
All India Production of Sugar for the Season 2015-16 is expected to reach 250 Lakhtonnes as compared to the previous years production of 280 Lakh tonnes. TheGovernment of India has continued with the decontrol mechanism.
Our total crushing of sugar cane at Ugar and Jewargi during the season 2015-16 was18.15 Lakh MT bagging of Sugar 20.00 Lakh Qtls. with a recovery of 11.14% and 9.90%respectively.
The brief financial results of the Company are as shown below:
Transfer to Reserve: - No amount has been transfer to Reserve for the financial year2015-16.
Your directors have recommended payment of dividend for the financial year 2015-16 outof the free reserve @ 15 % and additional 10% Dividend on completion of 75thYear of the company. (i.e. Rs. 0.25 per share of Rs. 1)
SUGAR AT UGAR:
DISTILLERY IML PRODUCTION & ELECTRICITY GENERATION :
Your Directors expect to procure about 18 Lakh MT sugarcane at Ugar and Jewargi Unitsduring 2016-17 crushing season.
Our Company continues to pursue its environmental friendly approach towards Industrialgrowth. Constant improvements are being made in the process and equipments to minimizethe discharge of effluents and emissions.
The Company has not accepted fresh deposits from public pursuant to Section 73 or 76 ofthe Companies Act 2013 read with The Companies (Acceptance of Deposits) Rules 2014.However 3 (Three) Depositors who have not claimed their deposits after maturity as on 31stMarch 2016 and the amount outstanding as on that date was Rs.3.18 Lakh. These amountsare lying with the company as there is litigation amongst the heirs about the trueownership of the deposits. As and when court order is received amounts will be paid.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Company has not advanced any loans pursuant to Section 186 of the Companies Act 2013.The Guarantees given to the financial institutions (i.e. Rs. 70 Cr. to Bank of India andRs. 47 Cr. to ICICI Bank Ltd.). And Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements at NoteNo. A-11.
DIRECTORS & KMP:
During the year under review following changes have taken place in the composition ofthe Board of Directors of the Company:
Mr. Hari Y Athawale was appointed as an Additional Independent Director by theCompany on 06th November 2015. He is liable to retire at this AGM & beingeligible offers himself for reappointment as an Independent Director for a period of 5years up to 2021.
Mr. S N Inamdar resigned as an Independent Director due to health problems on 06thOctober 2015.
Mr. Niraj S Shirgaokar & Mr. Chandan S Shirgaokar Managing Directors wereappointed as KMP in place of Mr. Shishir S. Shirgaokar.
Mr. Shishir S. Shirgaokar was appointed as Executive Vice Chairman up to31/03/2016.
Directors Retire by Rotation:
Mr. M. G. Joshi aged 82 years is on the Board of the Company as an IndependentDirector since 1997. He retires at this meeting and is eligible for re-appointment as anIndependent Director for a period up to 2019.
Mr. D. B. Shah aged 77 years is on the Board as an Independent Director since2000. He retires at this meeting and is eligible for re-appointment as an IndependentDirector for a period up to 2019.
Mr. Shishir Shirgaokar aged 72 years retired as Executive Vice Chairman on31/03/2016 and thereafter he continued as Non Executive Director of the Company. He isliable to retire by rotation at this AGM & being eligible offers himself forreappointment.
Mr. Sachin Shirgaokar aged 50 years is on the Board as a Non Executive Directorsince 2014. He retires at this meeting and being eligible offers himself forreappointment.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement. The details of appointment of Independent Directors are disclosedon Companies website with following link.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees.
Nomination & Remuneration Policy:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration and includes other matter as prescribed under the provisions of Section 178of Companies Act and Clause-49. The Nomination & Remuneration Policy is available onthe website of the Company on the following link
During the year Six Board Meetings and Four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the provisions of section 134(5) of the Companies Act 2013 we confirmthat-
i] That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures
ii] The directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period
iii] The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities
iv] The directors have prepared the annual accounts on a going concern basis
v] The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and
vi] The directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Our Company has been following good Corporate Governance since its inception. Theshares of our Company are listed on Bombay Stock Exchange Ltd. and National StockExchange of India Ltd. We are regularly and timely complying with the requirements as perthe Listing Agreement. Company has paid the Annual Listed Fees for the Financial Year2015-16. As required by SEBI Guidelines a Corporate Governance Report is annexed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
As required under Regulation 34(3) of the SEBI (LODR) Regulations 2015 a detailedManagement Discussion and Analysis report has been given separately forming part of theannual report.
CO-GENERATION AT UGAR & JEWARGI:
During this year electricity generated was 1678.71 Lakh KW of which we have exported959.99 Lakh KW through Tata Power Trading Company by consuming 5.61 Lakh MT of Bagasse.
The production of Rectified Spirit was 131.98 Lakh BL as compared to 129.62 Lakh BLduring the previous year. During the year under review we have supplied 12.80 Lakh BL tothe Oil Companies as compared to 37.13 lakh BL during previous year. There was no demandfrom the oil companies. The production at distillery has gone up by 2.36 Lakh bulk litresduring the year.
INDIAN MADE LIQUOR (IML) AT UGAR:
The Company has manufactured 10.20 Lakh cases at Ugar during this year as against 10.73Lakh cases during the previous year. The sales have slightly come down. Company hascontinued bottling of its products at M/s. K. S. Distilleries and M/s. SDF Industries.
DEMATERIALIZATION OF SHARES:
Our Company has provided connectivity with NSDL & CDSL for dematerialization of itsshares for trading in electronic form under ISIN-No: INE071E01023. So far 8 97 79793eq. shares have been dematerialised by the shareholders i.e.79.80% of total shareholdingas on 31st March 2016. The annual fees of depositories for the FY 2015-16 havebeen paid by the Company.
CONSERVATION OF ENERGY AND PARTICULARS OF EMPLOYEES:
Particulars pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo have been given under Annexure I. The disclosures asrequired under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 have been given under Annexure II. Both theannexure form part of this report.
ASSOCIATE COMPANIES :
UGAR CONSULTANCY LTD.
This company is still under the process of liquidation.
UGAR THEATER PVT. LTD.
This company has ceased to be an Associated Company as on 31st March 2016as the Company has sold part of holdings and now it has came down to 18.73%.
UGAR QUALITY PACKAGING PVT. LTD.
This company has ceased to be an Associated Company as on 31st March 2016as the Company has sold part of holdings and now it has came down to 19.13%.
QUALIFYING REMARKS IN AUDITORS REPORT:
There are no qualifying remarks in the Statutory Auditors' Report and Secretarial AuditReport. However the Statutory Auditors has given an opinion on Internal Financial Control(IFC). Stating that the Company is in the process of
documentating its internal financial control over financial reporting. The Company isin the process of completing the documentation of Internal Financial Control by takingexpert's help.
The Companys Auditors M/s. P. G. Bhagwat Chartered Accountants having FRN -101118W retire at the ensuing Annual General Meeting of the Company are eligible forreappointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. Asrequired under Clause 49 of the Listing Agreement the auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its Cost Audit of Sugar and Alcohol Electrical Energy. Your Directors haveappointed Mr. V. V. Deodhar Cost Auditor Mumbai (Membership No. 3813) on therecommendation of the Audit Committee to audit the cost accounts of the Company for thefinancial year 2016-17 on a remuneration of Rs. 2 Lakh subject to the ratification ofGeneral Body.
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 hasappointed CS Abhay Gulavani Company Secretaries in Practice Miraj (Membership No A28983)to undertake the Secretarial Audit of the Company who had consented to the same. TheReport of the Secretarial Audit Report is annexed herewith as "Annexure III".
CORPORATE SOCIAL RESPONSIBILITY
In view of the loss during previous years there is no qualifying amount to be spentunder CSR. Hence provision of Section 135 of Companies Act 2013 are not applicable to theCompany. The Report of the CSR is annexed herewith as "Annexure IV".
INTERNAL FINANCIAL CONTROL:
The Company has Internal Financial Controls with proper checks and balances to ensurethat transactions are properly authorized recorded and reported apart from safeguardingits assets. These systems are reviewed and improved on a regular basis. Since theStatutory Auditor are not satisfied with documentation process of the existing controllingsystem we are taking experts advice to strengthen the IFC documentation process.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. The transactionsentered into by the Company during the year were within the limits of the Powers of theBoard as prescribed in Section 188 read with Companies (Meetings of Board & itsPowers) Rules 2014. There are no materially significant related party transactions madeby the Company with Promoters Directors Key Managerial Personnel other designatedpersons or other related parties which may have a potential conflict with the interest ofthe Company at large.
The Company has taken Omnibus approval of Audit Committee for the Related PartyTransaction. All Related Party Transactions were placed before the Audit Committee and theBoard for their approval.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website.
Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014) is attached in Annexure V.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as "Annexure VI". DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION197 (12):
Details of Remuneration as required under Section 197 (12) of the Companies Act 2013Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal)Rules 2014 is given as "Annexure VII."
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
Pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rule 7of Companies (Meetings of Board and its Powers) Rules 2014 and Clause 22 of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 the Company hasadopted a Whistle Blower Policy / Vigil Mechanism that encourages and supports itsDirectors & employees to report instances of unethical behaviour actual or suspectedfrauds or violation of Companys Code of Conduct. It also provides adequatesafeguards against victimisation of persons who use this mechanism and direct access tothe Chairman of Audit Committee in exceptional cases. The Whistle Blower Policy / VigilMechanism policy has been posted on web site of company on the link
PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
The Company has in place a policy on prevention prohibition & redressal of sexualharassment of women at work place and an internal complaints committee has beenconstituted. No complaints are received during the year.
Your Directors wish to place on record their sincere appreciation for the continuedsupport received from Managements of Central Bank of India Bank of Baroda Union Bank ofIndia IDBI Ltd. and Bank of India for providing working capital finance and Central Bankof India Bank of Baroda Sugar Development Fund for providing long term finance forcapital Investments Tata Power Trading Co. Ltd. and HESCOM for transmission of energy.
Your Directors thank the Government of India Government of Karnataka Government ofMaharashtra Government Authorities Shareholders Cane suppliers Workers and Staff fortheir co-operation and contribution to the overall progress of the Company.
ANNEXURE I TO THE DIRECTORS REPORT.
Information pursuant to Section 134(3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 and forming part of the Directors Report for theperiod ended 31st March 2016.
CONSERVATION OF ENERGY
All the energy conservation measures successfully implemented in past are givingsatisfactory results. This year following steps are taken for Energy Conservation:
1) Installation of ABB make AC VFD Drives For Vacuum Filter - 4 Nos. X 7.5 KW .
2) Installation of Schneider AC VFD Drives For Dozing Pumps @ SCFC 15 Nos. X 0.75KW.
3) Installation of Schneider AC VFD Drives For Filtrate Pumps @SCFC 3 Nos. X 15KW.
4) Installation of Schneider AC VFD Drives For Syrup Pumps @SCFC 3 Nos. X 22KW.
5) Installation of 40 W Fluorescent Tubes Replaced By CFL Lamps 75 Nos. X 23 WATTS.
6) Installation of Schneider AC VFD Drive for ID Fan @ 80TPH KRUPP #2 BOILER 1No.X250KW
ANNEXURE II : TECHNOLOGY ABSORPTION
FORM - B
Research & Development Department of The Ugar Sugar Works Ltd; is recognized byMinistry of Science & Technology New Delhi since 24th July 1978 till todate. Our recognition is renewed every time because of the continuous development work.All the government institutes private organizations are giving trials on our R & DFarm.
Research is a continuous process & helps in producing the new things which needsin Agriculture for continuous improvement.
On our R & D Farm new varieties are being tested for yield and quality with respectto the soil & environment conditions . Which has helped our area and entire peninsularzone for propagating the new varieties new ideas and new techniques .
CoC-671(Q63xCo775) was brought around 1985 which was a high yielding high sugar varietypopular upto 2005. We are trying to get this type of variety.
Co-86032 (Co62198 xCoC671) belongs to early mid group which has occupied nearly 40 to45 % in daily crushing becoming susceptible for many disease insects & pests. Tryingto replace this variety by suitable variety. Co Snk 09227 this variety having all goodcharacters of Co 86032 resistant to disease insects & pests given to the farmers fortrial basis.
CoM-0265(GS87044) has become much popular amongst the cultivators because of its highyielding and salinity tolerant character. It is late sugar accumulating variety alsobecoming susceptible to rust . In the view of replacing this variety MS 10001 & Co Snk09293 is tried on R & D Farm & cane seed will be given in November 2016.
Agricultural Research Station Sankeshwar which comes under University of AgriculturalSciences Dharwad Sugarcane Breeding Institute Coimbatore & S. Nijalingappa SugarInstituteBelgaum supplying the new clones for continuous evaluation. To control the soilsalinity Sub Surface Drainage with the help of perforated PVC pipes is made popular in ourcommand area. On company managed Lift Irrigation Schemes 100 acres already done &report for 2000 acres is submitted to Government of Karnataka for subsidy.
Research on Short Duration Crops:
Short duration crops are necessary for crop rotation which will maintain the soilhealth .
We are conducting trials on Wheat under the guidance of University of AgriculturalSciences Dharwad MACS Pune CYMMYT Mexico ICARDA.UAS 304 variety identified on our R& D Farm & seed is supplied to the farmers.
Trials are conducted with the help of University of Agricultural Sciences Dharwad andDirectorate of Soybean research Indore. Varieties like Dsb 21 MACS 1188 & KDS 344seed will be given to the farmers under the Front Line Demonstration Scheme over 100 acresof area free of cost. We have conducted 100 demonstrations having area of one acre perdemonstration.
Future Plan of action:
a) Selection of high yielding high recovery and disease resistant varieties.
b) Saline Soil reclamation by utilizing Porous pipes in command area.
c) With the help of Integrated Nutrient Management Practice for increasing cane yieldper acre.
d) Wide Row Spacing Plantation Program
e) Selection of suitable variety for Mechanical Cane Harvester.
f) To promote the area under Drip Irrigation.
g) Utilization of Organic Distillery Powder a product of SSP Plant of concentrationevaporation and drying system for zero pollution as rich Potash source.
h) Utilization of Bio Methanated Spent Wash in Muruam Soils of the command area onlarge scale as One Time Controlled Land Application due to its high nutrient values.
i) Practice of Trash Mulching in sugarcane crop.
j) Distribution of genetically pure seed of popular varieties.
ANNEXURE III - FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2016 [Pursuant to section 204(1) of theCompanies Act 2013 and rule No.9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014]
The Ugar Sugar Works Limited Mahaveernagar
Sangli - 416416.
(CIN - L15421PN1939PLC006738)
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by The Ugar Sugar Works Limited(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on my verification of The Ugar Sugar Works Limited books papers minute booksforms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company during the financial year from 1st April 2015 to 31stMarch 2016 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(d) The Securities and Exchange Board of India (Listing Obligation & DisclosureRequirements LODR) Regulations 2015; and
(v) Company has complied with the other applicable laws as applicable specifically tothe company as identified by the management as mentioned below:
i) Sugar Cess Act 1982
ii) Food Safety And Standards Act 2006
iii) Essential Commodities Act1955
iv) Sugar Development Fund Act 1982
v) The Karnataka Sugarcane (Regulation on Purchase and Supply) Act 2013
vi) Export (Quality Control and Inspection) Act 1963
vii) Indian Boilers Act 1923
viii) The Electricity Act 2003
ix) National Tariff Policy
(vi) I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India fromtime to time w.e.f 01st July 2015.
(ii) The Listing Agreements (including the new agreements) entered into by the Companywith BSE Limited & National Stock Exchange of India Limited the Stock Exchange(s).
(vii) I am informed that during the year Company was not required to comply with thefollowing laws / regulations / agreements / guidelines and consequently not required tomaintain any books papers records or file any forms returns under:
a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;
e) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
f) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
During the period under review the Company has adequately complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above to the extentapplicable.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through. As informed there were no dissenting views fromany Board member that were required to be captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations a nd guidelines.
I further report that during the audit period there are no specific events / actionshaving a major bearing on the Companies affairs except:
1) Adoption of full set of Articles of Association by replacing the existing Articlesof Association as per the provisions of Companies Act 2013 through Postal Ballot.
Annexure - A to Secretarial Audit Report of even date
The Ugar Sugar Works Limited Mahaveernagar
Sangli- 416 416
(CIN - L15421PN1939PLC006738)
My Secretarial Audit Report dated 20th May 2016 for the financial yearended on 31st March 2016 is to be read
along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion on the secretarial record based on myaudit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices followed provide areasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company as it is a part of financial audit.
4. I have obtained the Management's representation about the compliance of laws rulesand regulations and happening of events wherever required.
5. Compliance with the provisions of corporate and other applicable laws regulationsstandards is the responsibility of the management. My examination was limited to theverfication of procedures on test basis.
6. This Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
TO THE DIRECTORS REPORT
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
In terms of the Companies Act 2013 every listed company has to have a CorporateSocial Responsibility (CSR) Committee of the Board of Directors which will help theCompany to frame monitor and execute the CSR activities of the Company under its CSRscope.
The CSR Committee is also entrusted with implementing the CSR Policy of the Company asapproved by its Board of Directors. Web link for CSR Policy is
The CSR Policy will cover the following focus areas which the Company will undertakethrough its various initiatives in the area of 1. Health 2. Education 3. CommunityDevelopment and 4. Natural Calamities
2. Composition of CSR Committee
Following are members of the Corporate Social Responsibility Committee of the Board : oDr. M.R.Desai - Chairman. o Mr. D.B.Shah o Mr. Sachin Shirgaokar.
o Mr. Sohan Shirgaokar.
CSR Committee confirms that the implementation & monitoring of CSR Policy is incompliance with CSR objectives & policy of Company.
Form No. AOC-2 : (Pursuant to clause (h) of sub-section (3)of section 134 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014)
Details of material contracts or arrangement or transactions not at arms lengthbasis: Nil. Details of material contracts or arrangement or transactions at armslength basis
* Shantaram Mach Pvt.Ltd. merged with S.B. Reshellers Pvt. Ltd. w.e.f. 01/11/2015
EXTRACT OF ANNUAL RETURN
As on the financial year ended 31.03.2016 [Pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014]
FORM NO. MGT - 9
I. REGISTRATION AND OTHER DETAILS
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)as on 31st March 2016.
I) Category-wise Share Holding
(ii) Shareholding of Promoters
(iii) Change in Promoters Shareholding (please specify if there is no change)
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):
(V) Shareholding of Directors and Key Managerial personnel:
* Resigned from Board w.e.f 06/11/2015.
** Appointed on Board w.e.f 06/11/2015.
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
* Amount of Unclaimed Deposit.
VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager
B. Remuneration to other directors:
C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Details of Remuneration as required under Section 197 (12) of the Companies Act 2013Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal)Rules 2014.
I. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during
the financial year 2015-16 ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2014-15 and thecomparison of remuneration of each Key Managerial Personnel (KMP) against the performanceof the Company are as under:
ii) The median remuneration of employees of the Company during the financial year wasRs. 2.44 lakh.
iii) In the financial year there was an increase of 1.49% in the median remunerationof employees;
iv) There were 1197 permanent employees on the rolls of Company as on March 312015;
v) Relationship between average increase in remuneration and company performance: - Increasein the profit of the company from loss of Rs. 325 Lakh to Profit of Rs. 1128 Lakh.
The average increase in median remuneration was in line with the performance of theCompany.
vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:
The total remuneration of Key Managerial Personnel increase by 6.44% from Rs. 209.61Lakh in 2014-15 to Rs. 223.11 Lakh in 2015-16. The company has made a profit of Rs. 1128Lakh in 2015-16 (loss of Rs. 325 Lakh in 2014-15).
vii) a) Variations in the market capitalization of the Company : The marketcapitalisation as on March 312016 was
Rs. 181.91 crore (Rs. 89.55 crore as on March 312015)
b) Price Earnings ratio of the Company was 16.17 as at March 312016 and was -25.14 asat March 312015
c) Percent increase over/ decrease in the market quotations of the shares of theCompany as compared to the rate at which the company came out with the last public offerin the year- The Company had come out with initial public offer (IPO) in 1950. An amountof Rs. 1000 invested in the said IPO would be worth Rs. 38808 as on March 31 2016indicating a Compounded Annual Growth Rate of 5.24%. This is excluding the dividendaccrued thereon and other benefits.
viii) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015-16 was 1.49% whereas theincrease in the managerial remuneration for the same financial year was 6.44 %.
ix) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - Not Applicable; and
xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.