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A and M Jumbo Bags Ltd.

BSE: 535046 Sector: Industrials
NSE: AMJUMBO ISIN Code: INE749Y01014
BSE 05:30 | 01 Jan A and M Jumbo Bags Ltd
NSE 05:30 | 01 Jan A and M Jumbo Bags Ltd

A and M Jumbo Bags Ltd. (AMJUMBO) - Director Report

Company director report

To Members

A AND M JUMBO BAGS LIMITED

BLOCK NO.-100 BHAGWATI RICE MILL OPP. HP PETROL PUMP JETALPUR DASKROI AHMEDABADGUJARAT – 382426.

Your Directors have pleasure to present their Eight report together with the AuditedAccounts for the financial year ended 31st March 2019.

1. Financial Performance:

Particulars Financial Year Financial Year
2018-19 2017-18
Revenue from operations 79342279 61539477
Add: Other Income 1152206 119979
Total revenue 80494485 61659456
Less: Total Expenses [before depreciation] 63477306 56258229
Profit before depreciation and Tax 17017178 5401227
Less: Depreciation 792327 562108
Profit Before Tax 16224851 4839119
Less: Total Tax Expenses 4734228 1342512
Profit After Tax 11490623 3496607
Earnings Per Share 6.6 2.0

Revenue from operations of company has increase by about 28% over the previous year.Profit after tax of company has been increased by about 228% over the previous year.

2. Subsidiaries Joint Ventures and Associate Companies

The Company doesn't have any subsidiary or joint venture or Associate Company.

3. Directors and Key Managerial Personnel:

There are following changes in the Board of the company during the Financial Year.

1. PRATISH CHIMANLAL SHAH has resigned from the post of Managing Director and Directorwith effect from 30th August 2018.

2. GITA PARESH PATEL has resigned from the post of Director with effect from 30thAugust 2018.

3. ZALAK PURVESH PARIKH has been appointed as an additional director with effect from30th August 2018.

4. ZALAK PURVESH PARIKH has been regularized as director at seventh annual generalmeeting.

5. ZALAK PURVESH PARIKH has been appointed as an Managing director with effect from 30thAugust 2018.

6. BALWANTSINGH UJAGARSINGH PANNU has been appointed as an additional director witheffect from 30th August 2018.

7. BALWANTSINGH UJAGARSINGH PANNU has been regularized as an director at seventh annualgeneral meeting.

4. Particulars of employees:

Statement containing particulars of employees under rule 5 (2) of the companies(Appointment and Remuneration of managerial Personnel) Rules 2014 is attached herewith inAnnexure A).

5. Dividends:

Your Directors do not propose to recommend any dividend for the year underconsideration.

6. Material Changes.

• During the year Company has allotted 332230 - 0.10% Non-cumulativeNon-convertible Redeemable Preference Shares of 100/- each vide board resolution passeddated 31st October 2018.

• During the Year The Company has altered its object by addition of Clause III(A) 2 in Memorandum of Association of company vide resolution passed through postal ballotdated 25th January 2019.

Changes after closure of the year and before signing of board report.

There have been no other material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

7. Finance Accounts:

a. Unless otherwise stated the Accounts of the Company have been drawn up on AccrualBasis and under historical cost convention.

b. These financial statements have been prepared to comply with the generally AcceptedAccounting Principles in India (Indian GAAP) including the Accounting Standards notifiedunder the relevant provisions of the Companies Act 2013.

8. Details of Adequacy of Internal Financial Controls:

The Company has adequate Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls.

9. Register office shifting within the jurisdiction:

There has been no change in registered office address of the company.

10. Particulars Of Contracts Or Arrangements Made With Related Parties:

There is no related Party transaction entered during the Financial Year 2018-19.

11. Deposits:

The Company has not invited/ accepted or renewed any Public Deposits under theprovisions of section 73 of the Companies Act 2013 and the Rules made there under.

12. Board Evaluation:

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The Board approved theevaluation results as collated by the nomination and remuneration committee. None of theindependent directors are due for re-appointment.

13. Statutory Auditors :

• There has been no qualification reservation or adverse remark or declaimer madeby statutory auditor.

14. Annual Return:

A Copy of Annual return shall be published on company's website i.e.www.aandmjumbobags.com

15. Risk Management Policy:

The Company has framework for managing its risk. It has led down detail procedure toinform Board member about the Risk assessment and Minimization Procedure. The Company hasmade the policy in this regard and the same is reviewed periodically to ensure themanagement control risk through means of proper define framework.

16. Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo:

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are:

Conservation of Energy-

Total units consumed by company during the Financial Year 2017-18 was 34864 while inFinancial Year 2018-19 company has consumed 41736 units. The Company is on a continuousbasis striving to achieve economy in consumption of energy by optimizing the consumptionof power and fuel.

Technology absorption & Foreign Exchange Earnings and Outgo-

The Company has no activities relating to technology absorption and Foreign ExchangeEarnings and Outgo.

17. Corporate Social Responsibility:

The Board of Directors of the company confirms that the provisions of Section 135(1) ofthe company act 2013 is not applicable to your company during the year under review.

18. Change In The Nature Of Business :

There is no change in the nature of the business of the company during the financialyear 2018-19.

However the Company has altered its object by addition of Clause III (A) 2 inMemorandum of Association of company vide resolution passed through postal ballot dated25th January 2019 to carry on business of P.V.C. and plastic products (detailed as perpostal ballot notice dated 20/12/2018). The Company Shall Start the said business with inshort duration.

19. Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of interdependence as prescribed under theprovisions of the Companies Act 2013 read with schedules and rules issued thereunder andsame is Annexure "B" herewith.

20. Directors' responsibility statement as per section 134 (5) of companies act 2013:

It is hereby stated that:

a) That in the preparation of annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies & applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of the profit and loss account for the year ended 31st March2019.

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively; and

f) Those proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively.

21. In respect of Frauds noticed/ reported:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013 during the year under review.

22. Number of board meetings of the board:

During the Financial Year Fifteen board meetings were held; dates of meetings are asfollows;

Sr. Number Date of Board Meeting
1. 10/04/2018
2. 20/04/2018
3. 02/05/2018
4. 29/05/2018
5. 30/08/2018
6. 10/10/2018
7. 13/10/2018
8. 31/10/2018
9. 13/11/2018
10. 23/11/2018
11. 14/12/2018
12. 20/12/2018
13. 19/03/2019
14. 28/03/2019
15. 29/03/2019

23. SHARE CAPITAL

There has been following changes in authorized issued and paid up capital sharecapital of the company during the year.

• The authorized share capital of the company increase from rupees rupees20000000/- divided into 2000000 equity shares of face value of rupees 10/- each torupees 60000000/- divided into (i) 2000000 (Twenty Lacs only) Equity Shares of 10/-each and (ii) 400000 (Four Lacs) 0.10% Non-cumulative Non-convertible RedeemablePreference Shares of 100/- each and vide resolution passed in extraordinary generalmeeting dated 17th October 2018.

• During the year Company has allotted 332230 - 0.10% Non-cumulativeNon-convertible Redeemable Preference Shares of 100/- each vide board resolution passeddated 31st October 2018.

24. Audit Committee:

The Audit Committee consist of following members:

1. Mr. VARUN JIGNESHKUMAR SHAH – Non-executive director. Chairman

2. Mr. JANAK PRAKASHBHAI PATEL – Independent Director.

3. Mr. NALIN VADILAL SHAH – Independent Director. [The Committee members are as ondate of Closure of year i.e. 31st March 2019.]

During the Financial Year there are Four meetings held of Audit committee as follows:

Sr. Number Date of Board Meeting
1. 29/05/2018
2. 30/08/2018
3. 13/11/2018
4. 13/03/2019

25. Vigil Mechanism:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and SEBI(LODR) Regulations 2015 the Company has in place a Whistle Blower Policy which providesfor a vigil mechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy. It also provides for adequatesafeguards against victimization of persons who use this mechanism and direct access tothe Chairman of the Audit Committee in exceptional cases.

26. Nomination and Remuneration Policy:

The Company's policy on the appointment and remuneration of Directors and KeyManagerial Personnel provides a framework based on which our human resources managementaligns their recruitment plans for the strategic growth of the Company. The Nomination andRemuneration policy is provided herewith as at Annexure-C pursuant to provisions ofSection 178(4) of the Companies Act 2013.

Nomination remuneration committee Consist of following members;

1. Mr. BALWANTSINGH UJAGARSINGH PANNU – Non executive Director

2. Mr. JANAK PRAKASHBHAI PATEL - Independent Director

3. Mr. NALIN VADILAL SHAH - Independent Director - Chairman [The Committee members areas on date of Closure of year i.e. 31st March 2019.]

During the Financial Year there are Three meetings held of Nomination remunerationcommittee as follows:

Sr. Number Date of Board Meeting
1. 29/05/2018
2. 30/08/2018
3. 13/11/2018

27. Corporate Governance:

The compliance with the corporate governance provisions as specified in regulations 17to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V are not applicable to the Company as the Company's securities are listed on SMEPlatform (Pursuant to Regulation 15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015)

28. Management Discussion and analysis:

The Management Discussion and Analysis forms part of this Annual report is annexed withAnnexure D.

29. Compliance with applicable Secretarial Standards:

The Company has devised proper system to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

30. Other Disclosures:

• The Company is not required to get its cost records audited for the financialyear 2018-19.

• The Company has transferred amount of Rs. 11490623 to reserves and surplus(free reserves).

• None of the directors are disqualified under section 164 of Companies Act 2013.

31. Disclosure under Sexual Harassment of Women Workplace (Prevention Prohibition andRedressal) Act 2013.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. theCompany has constituted committee called "Internal Complaints Committee" toensure safe workplace environment which covers all employees whether permanentcontractual trainees temporary etc

32. Significant Material order Passed by the regulators:

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

33. Particulars of Loans Guarantees and Investments

The Company has not granted any loan or provided any guarantee or made any investmentexceeds the limit specifies in section 186(2) of the Companies Act 2013.

34. Secretarial Auditor:

M/s Mehul Thakkar & Associates Practicing Company Secretaries Ahmedabad has beenappointed by board as a secretarial auditor of Company for Financial Year 2018-19. Therehas been no qualification reservation or adverse remark or declaimer made by secretarialauditor. The Secretarial Audit report for Financial Year is attached herewith. (AnnexureE)

35. Internal Auditor:

M/s. BABUBHAI PATEL & ASSOCIATES Chartered Accountants (FRN 100816W) has beenre-appointed by board as a Internal Auditor of company for Financial Year 2018-19.

36. Acknowledgement:

The Board wishes to place on record its gratitude for the co-operation and assistanceextended by the Bankers Departments of State Governments. We on behalf of the Companyassure the shareholders that company will make every effort to meet their aspirations.

For & on Behalf of Board of Directors
A AND M JUMBO BAGS LIMITED
SD/- SD/-
VARUN JIGNESHKUMAR SHAH ZALAK PURVESH PARIKH
Place : Ahmedabad DIN: 07740874 DIN: 06545622
Date : 14/05/2019 DIRECTOR MANAGING DIRECTOR

ANNEXURE-A

Particulars of Employees

Disclosure under rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) rules 2014.

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2018-19.

Sr. No. Name of the Director Remuneration (Per Annum) Ratio
1 Mr Pratish C Shah. (Managing Director) till 30/08/2018 400000 --*
2 Mrs. Zalak P. Parikh. 2100000 --*
(Managing Director) w.e.f 30/08/2018
3 Mrs. Gita Patel 0 -
(Director) till 30/08/2018
4 Mr Varun Shah 1200000 2.66:1
(Director)
5 NALIN SHAH NA NA
(Independent Director)
6 JANAK PATEL NA NA
(Independent Director)

* Not Comparable as remuneration given Directors/KMPs were only for the part of theyear.

2. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2018-19.

Sr. No. Name of the Director/KMP Designation % Increase
1. Mr Pratish C Shah Managing Director (till 30/08/2018) --*
2. Mrs. Zalak P Parikh Managing Director (from 30/08/2018) --*
3. Mrs. Gita Patel Director --
4. Mr Varun J Shah Director 114%**
5. Mr. Nalin V Shah Independent Director NA
6. Mr. Janak P Patel Independent Director NA
7. Mr. Husen S Saraiya CFO 38.85%
8. Mr. Dhaval Parekh Company Secretary --

*Mr. Pratish C Shah has resigned from from the post of Managing Director from30/08/2018 and Mrs. Zalak P Parikh was appointed as Managing Director w.e.f. 30/08/2018and further remuneration given to them was for part of the year only hence percentage ofincrease in remuneration not mentioned.

** Remuneration given to Mr. Varun J Shah in previous year i.e. 2017-18 was for part ofyear only (with effect from 11/08/2017) hence increase in salary in percentage is highbecause of the same was compared with remuneration which was withdrawn as director inprevious year.

3. The percentage increase in the median remuneration of employees in the financialyear 2018-19.

The percentage increase in the median remuneration of employees in the financial year2018-19 is 13.10%

4. The number of permanent employees on the rolls of company in the Financial Year2018-19.

The Company has 19 permanent employees on company's rolls;

Note: The details of the Employees who have served the Company for at least 12 Monthsas on 31.03.2019 are taken into consideration.

5. 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; Averageremuneration increase for non-managerial personnel of the Company during the financialyear was 13.10% and the average remuneration increase for the managerial personnel was42.50%. Remuneration increase is dependent on the Company's performance as a wholeindividual performance level and also market benchmarks.

6. Affirmation that the remuneration is as per the remuneration policy of the company.

It is affirmed that the remuneration paid is as per the remuneration policy of thecompany.

7. It is hereby confirmed that None of the employee is employed:

• having in receipt of remuneration of more than or equal to rupees one crore twolakhs per annuam;

• having in receipt of remuneration of more than or equal to rupees eight lakh andfifty thousand rupees per month;

• having in receipt of remuneration which is in excess of remuneration drawn byManaging Director / Whole time director and holds by himself or along with his spouse anddependent children not less than two percent of the equity shares of the company.

For & on Behalf of Board of Directors
A AND M JUMBO BAGS LIMITED
SD/- SD/-
VARUN JIGNESHKUMAR SHAH ZALAK PURVESH PARIKH
DIN: 07740874 DIN: 06545622
DIRECTOR MANAGING DIRECTOR

ANNEXURE B

To

Board of Directors

A AND M JUMBO BAGS LIMITED

BLOCK NO.-100 BHAGWATI RICE MILL OPP. HP PETROL PUMP JETALPUR DASKROI AHMEDABAD GJ382426 IN

Sub: Declaration under sub-section (6) of section 149;

I NALIN VADILAL SHAH hereby certify that I comply with all the criteria ofindependent director as per provisions of Companies Act 2013 and any other applicableprovisions as & when it may be notified. I hereby certify that:

- I am not a promoter of the company or its holding subsidiary or associate company;

- I am not related to promoters or directors in the company its holding subsidiary orassociate company

- I have/had no pecuniary relationship with the company its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year; - none of my relatives has or hadpecuniary relationship or transaction with the company its holding subsidiary orassociate company or their promoters or directors amounting to 2% or more of its grossturnover or total income or Rs. 50 Lacs or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;

- Neither Me nor any of my 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

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year of— (A) a firm ofauditors or company secretaries in practice or cost auditors of the company or itsholding subsidiary or associate company; or (B) any legal or a consulting firmthat has or had any transaction with the company its holding subsidiary or associatecompany amounting to 10% or more of the gross turnover of such firm;

(iii) holds together with his relatives 2% or more of the total voting power of thecompany; or

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganisation that receives 25% or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

Thanking you
Yours faithfully
sd/-
NALIN VADILAL SHAH
Director
DIN: 07954003 Date:14/05/2019
Place: Ahmedabad

To

Board of Directors

A AND M JUMBO BAGS LIMITED

BLOCK NO.-100 BHAGWATI RICE MILL OPP. HP PETROL PUMP JETALPUR DASKROI AHMEDABAD GJ382426 IN

Sub: Declaration under sub-section (6) of section 149;

I JANAK PRAKASHBHAI PATEL hereby certify that I comply with all the criteria ofindependent director as per provisions of Companies Act 2013 and any other applicableprovisions as & when it may be notified. I hereby certify that:

- I am not a promoter of the company or its holding subsidiary or associate company;

- I am not related to promoters or directors in the company its holding subsidiary orassociate company

- I have/had no pecuniary relationship with the company its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year; - none of my relatives has or hadpecuniary relationship or transaction with the company its holding subsidiary orassociate company or their promoters or directors amounting to 2% or more of its grossturnover or total income or Rs. 50 Lacs or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;

- Neither Me nor any of my 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

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year of— (A) a firm ofauditors or company secretaries in practice or cost auditors of the company or itsholding subsidiary or associate company; or (B) any legal or a consulting firmthat has or had any transaction with the company its holding subsidiary or associatecompany amounting to 10% or more of the gross turnover of such firm;

(iii) holds together with his relatives 2% or more of the total voting power of thecompany; or

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganisation that receives 25% or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

Thanking you
Yours faithfully
sd/-
JANAK PRAKASHBHAI PATEL
Director
DIN:07969539 Date:14/05/2019
Place:Ahmedabad

ANNEXURE C

Policy for Nomination and Remuneration Committee

A AND M JUMBO BAGS LIMITED (hereinafter referred as the ‘Company') practices acorporate culture that is based on the tenets of trusteeship empowerment accountabilitycontrol and ethical practices with transparency at its core for creation of maximum valuefor the stakeholders.

BRIEF OVERVIEW UNDER COMPANIES ACT 2013:

Section 178 and Companies (Meetings of Board and its Powers) Rules 2014

1. Constitution of the Nomination and Remuneration Committee consisting of three ormore non-executive directors out of which not less than one-half shall be independentdirectors.

2. The Nomination and Remuneration Committee shall identify persons who are qualifiedto become directors and who may be appointed in senior management in accordance with thecriteria laid down recommend to the Board their appointment and removal and shall carryout evaluation of every director's performance.

3. The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and senior management personnel i.e. employees at one level below theBoard including functional heads.

4. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:—

_ The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

_ Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

_ Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

5. Such policy shall be disclosed in the Board's report.

BRIEF OVERVIEW OF REGULATION 19 OF SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATION 2015:

A. The company shall set up a Nomination and Remuneration committee which shallcomprise at least three directors all of whom shall be non-executive directors and atleast half shall be independent. Chairman of the committee shall be an independentdirector.

B. The role of the Committee includes following:

1. formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

2. formulation of criteria for evaluation of performance of independent directors andthe board of directors;

3. devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

DEFINITIONS:

In compliance of the provisions of section 2(51) 203 and other applicable provisionsof the Act the companies (Appointment and Remuneration of Managerial Personal) 2014 andsubject to modification(s)/ re-enactment(s) from time to time the definition of KeyManagerial Personal is mentioned herein below:

(a) Key Managerial Personal : Key Managerial Personal means –

(i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole Time Director;

(ii) Company Secretary

(iii) Chief Financial Officer; and

(iv) Such other officer as may be decided by the company from time to time.

(b) Senior Management: It means the members who are the part of its core Managementteam excluding the Board. This would also include all members of management one levelbelow the executive directors including all functional heads.

TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE:

1. Formulating the criteria for determining qualifications positive attributes andindependence of a director and recommending to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

2. Formulating of criteria for evaluation of the performance of the independentdirectors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who qualify to become directors or who may be appointed insenior management in accordance with the criteria laid down recommending to the Boardtheir appointment and removal and carrying out evaluations of every director'sperformance;

5. Determining whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors;

6. Analysing monitoring and reviewing various human resource and compensation matters;

7. Determining the company's policy on specific remuneration packages for executivedirectors including pension rights and any compensation payment and determiningremuneration packages of such directors;

8. Determining compensation levels payable to the senior management personnel and otherstaff (as deemed necessary) which shall be market-related usually consisting of a fixedand variable component;

9. Reviewing and approving compensation strategy from time to time in the context ofthe then current Indian market in accordance with applicable laws;

10. Performing such functions as are required to be performed by the compensationcommittee under the Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999;

11. Framing suitable policies and systems to ensure that there is no violation by anemployee of any applicable laws in India or overseas including:

(i) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015; or

(ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and UnfairTrade Practices relating to the Securities Market) Regulations 2003.

12. Performing such other activities as may be delegated by the Board of

Directors and/or specified/provided under the Companies Act 2013 or ListingRegulations or by any other regulatory authority.

CRITERIA FOR DETERMINING THE FOLLOWING: a) Qualification for Appointment of Directors(including Independent Directors):

• Persons of eminence standing and knowledge with significant achievements inbusiness professions and/or public service.

• Their financial or business literacy / skills.

• Their industry experience.

• Appropriate other qualification/experience to meet the objectives of theCompany.

• As per the applicable provisions of Companies Act 2013 Rules made there underand Regulation 19 of the Listing Obligation and Disclosure Requirement Regulation 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix anyother criteria or norms for selection of the most suitable candidate/s.

b) Positive Attributes of Directors (including Independent Directors)

• Directors are to demonstrate integrity credibility trustworthiness ability tohandle conflict constructively and the willingness to address issues proactively.

• Actively update their knowledge and skills with the latest developments in theindustry market conditions and applicable legal provisions.

• Willingness to devote sufficient time and attention to the Company's Businessand discharge their responsibilities.

• To assist in bringing independent judgment to bear on the Board's deliberationsespecially on issues of strategy performance risk management resources keyappointments and standards of conduct.

• Ability to develop a good working relationship with other Board members andcontribute to the Board's working relationship with the senior management of the Company.

• To act within their authority assist in protecting the legitimate interests ofthe Company its shareholders and employees.

• Independent Directors to meet the requirements of the Companies Act 2013 readwith the Rules made there under and Listing Obligation and Disclosure RequirementRegulation 2015 amended from time to time. c) For Appointment of KMP / Senior Management

• To possess the required qualifications experience skills and expertise toeffectively discharge their duties and responsibilities.

• To practice and encourage professionalism and transparent working environment.

• To build teams and carry the team members along for achieving thegoals/objectives and corporate mission.

• To adhere strictly to code of conduct.

POLICY RELATING TO REMUNERATION OF DIRECTORS KMP AND SENIOR MANAGEMENT PERSONNEL:

• To ensure that the level and components of remuneration is reasonable andsufficient to attract retain and motivate Directors KMP and other Employees of thequality required to run the Company successfully.

• No director / KMP/ other employee is involved in deciding his or her ownremuneration.

• The trend prevalent in the similar industry nature and size of business is keptin view and given due weightage to arrive at a competitive quantum of remuneration.

• It is to be ensured that relationship of remuneration to the performance isclear and meets appropriate performance benchmarks which are unambiguously laid down andcommunicated.

• Improved performance should be rewarded by increase in remuneration and suitableauthority for value addition in future.

• Remuneration packages should strike a balance between fixed and incentive paywhere applicable reflecting short and long term performance objectives appropriate to theCompany's working and goals.

• Following criteria are also to be considered:

_ Responsibilities and duties;

_ Time and efforts devoted;

_ Value addition;

_ Profitability of the Company and growth of its business;

_ Analyzing each and every position and skills for fixing the remuneration yardstick;

_ Standards for certain functions where there is a scarcity of qualified resources.

_ Ensuring tax efficient remuneration structures.

_ Ensuring that remuneration structure is simple and that the cost to the Company (CTC)is not shown inflated and the effective take home remuneration is not low.

_ Other criteria as may be applicable.

_ Consistent application of remuneration parameters across the organization.

• Provisions of law with regard making payment of remuneration as may beApplicable are complied.

• Whenever there is any deviation from the Policy the justification /reasonsshould also be indicated / disclosed adequately.

POLICY REVIEW:

The policy shall be reviewed by the Nomination and Remuneration Committee and theBoard from time to time as may be necessary.

SD/-

BALWANTSINGH UJAGARSINGH PANNU

DIRECTOR

DIN: 08211395

.