Amrapali Capital and Finance Services Ltd.
|BSE: 536737||Sector: Financials|
|NSE: N.A.||ISIN Code: INE218P01018|
|BSE 00:00 | 26 Mar||Amrapali Capital and Finance Services Ltd|
|NSE 05:30 | 01 Jan||Amrapali Capital and Finance Services Ltd|
|BSE: 536737||Sector: Financials|
|NSE: N.A.||ISIN Code: INE218P01018|
|BSE 00:00 | 26 Mar||Amrapali Capital and Finance Services Ltd|
|NSE 05:30 | 01 Jan||Amrapali Capital and Finance Services Ltd|
The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the audited financial statements for thefinancial year ended March 31 2019.
During the financial year 2018-19 the revenue from operation stood at Rs. 396387.58Lakhs as compared to a total loss of ` (3123.23) Lakhs in the previous financial year2017-18. The main reasons of increase in the revenue is due to brokerage income andtrading in Gold Silver Bonds and shares in the financial year 2018-19.The other incomeof the Company stood as `443.43 Lakhs in the financial year 2018-19 as compared toRs.597.86 Lakhs in financial year 2017-18. Further during the financial year 2018-19 thetotal expenses have increased from Rs. 2587.26 lakhs to `396752.75 lakhs. The Net Profitafter Tax for the financial year stood at Rs.57.87 Lakhs in comparison to that of Rs.46.41 Lakhs in previous year 2017-18 i.e. increase in profit by 24.69% as compared toprevious year.
With a view to conserve and save the resources for future prospects of the Company theDirectors have not declared any dividend for the financial year 2018-19.
Transfer to General Reserve:
The Directors do not propose the transfer of any amount to General Reserve. Full amountof net profit is carried to Reserves & Surplus Account of the Company.
Change in Nature of Business:
During the year the Company has not changed its business or object and continues to bein the same line of business as per the main object of the Company. However company alsoamended its main object clause to include the commodity and commodity related businessactivities including commodity warehousing processing and consumption. The main objectclause for adding such business was approved by the members in the extra ordinary generalmeeting held on December 26 2018.
During the year under review there were no changes in the share capital of theCompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board:
As on the date of this report the Board comprises of the following Directors;
1Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies. 2 Excluding Section 8 Company & struckof Companies
^ Resigned as Member from Audit Committee w.e.f. December 27 2018.
*Resigned as Chairperson from Stakeholder Relationship & Grievance Committee w.e.f.December 27 2018.
The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations. None of the Directors of Board is a member of more than tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors. None of the Director of the Company is serving as a Whole-TimeDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company and none of the Director of the Company is holding position asIndependent Director in more than 7 Listed Companies. None of the Directors of the Companyis disqualified for being appointed as Director as specified in Section 164 (2) of theCompanies Act 2013.
The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when required to discuss and decide onvarious business policies strategies and other businesses. During the year under reviewBoard of Directors of the Company met 11 times on May 03 2018; May 26 2018; July 172018; August 31 2018; September 14 2018; November 14 2018; November 26 2018; December27 2018; January 22 2019; February 15 2019 and March 21 2019. The details ofattendance of each Director at the Board Meetings are given below:
The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.
In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has 2 (Two) Non-Promoter Non-Executive Independent Directors in line with the act.A separate meeting of Independent Directors was held on March 21 2019 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company Management and Board. The Company has received necessarydeclaration from each independent director under Section 149 (7) of the act that they meetthe criteria of independence laid down in Section 149 (6) of the act.
Information on Directorate:
During the year under review there was no change in constitution of the Board ofDirectors except Ms. Urshita Patel has been appointed as Independent Director with effectfrom December 26 2018 for 5 years by the members in the extra ordinary general meetingheld on December 26 2018. In accordance with the provisions of the Articles ofAssociation and Section 152 of the Companies Act 2013 Mr. Alkesh Patel Non ExecutiveDirector of the Company retires by rotation at the ensuing annual general meeting. Hebeing eligible has offered himself for reappointment as such and seeks re-appointment.The Board of Directors recommends his re-appointment as such on the Board Further inaccordance with Section 149(10) of the Companies Act 2013 an independent director shallhold office for a term up to five consecutive years on the Board of a company but shallbe eligible for reappointment on passing of a special resolution by the company anddisclosure of such appointment in the Board's report. Accordingly the present term of Mr.Shankar Bhagat Independent Directors of the Company who were appointed as IndependentDirectors of the Company for a period of 5 year w.e.f. September 30 2014 is expiring onSeptember 30 2019. Based on the recommendation by Nomination and Remuneration Committeeand Board of Directors of the Company re-appointment of Mr. Shankar Bhagat as IndependentDirectors is proposed at the ensuing Annual General Meeting for the approval of Members byway of Special Resolutions. In accordance with the provisions of the Articles ofAssociation and Section 197 read with Schedule V of the Companies Act 2013 theremuneration of Mr. Chirag Thakkar Managing Director of the Company was revised to be Rs.50000 (Rupees Fifty Thousand) upto the balance period of appointment at the ensuingannual general meeting. The relevant details as required under Regulation 36 (3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") of the person seeking re-appointment/ appointment as Director are alsoprovided in Note No. 17 of the Notice convening the 25th annual generalmeeting.
Key Managerial Personnel:
In accordance with Section 203 of the Companies Act 2013 the Company has Mr. ChiragThakkar who is acting as Managing Director of the Company. Further Mr. Baldev Patel andMs. Rushika Parekh are acting as Chief Financial Officer and Company Secretaryrespectively.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. o Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. o The performance ofthe committees was evaluated by the board after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. o The board and the nomination and remuneration committeereviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role. Separate meeting of independent director and Non-executive Director was heldto evaluate the performance of non-independent directors performance of the board as awhole and performance of the chairman taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent directors at which the performance of the boardits committees and individual directors was also discussed. Performance evaluation ofindependent director was done by the entire board excluding the independent directorbeing evaluated.
Directors' Responsibility Statement:
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a) In preparation of annual accountsfor the year ended March 31 2019 the applicable accounting standards have been followedand that no material departures have been made from the same; b) The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts for the year ended March 31 2019 on going concern basis. e) The Directors hadlaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF BOARD
The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.
A. Audit Committee:
The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013. Audit Committee meeting is generally held for the purpose ofrecommending the half yearly and yearly financial result. Additional meeting is held forthe purpose of reviewing the specific item included in terms of reference of theCommittee. During the year under review Audit Committee met (Two) times viz on May 262018 and November 14 2018. The composition of the Committee and the details of meetingsattended by its members are given below:
*Resigned as Chairperson and re-designated as Member w.e.f. December 27 2018.^Resigned as Member w.e.f. December 27 2018. #Appointed as Chairperson w.e.f. December27 2018.
The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee wherever/whenever given have been acceptedby the Board.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.amrapali.com.
B. Stakeholder's Grievance & Relationship Committee:
The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of AnnualReport; Dividend Warrants; etc. During the year under review Stakeholder's Grievance& Relationship Committee met 4 (Four) times viz on May 03 2018 July 17 2018November 14 2018 and January 22 2019. The composition of the Committee and the detailsof meetings attended by its members are given below:
*Resigned as Chairperson w.e.f. December 27 2018 #Appointed as Chairpersonw.e.f. December 27 2018
During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2019.
C. Nomination and Remuneration Committee:
The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal. During the year under review Nomination and RemunerationCommittee met 5 (Five) times viz on August 31 2018; September 14 2018; November 142018; November 26 2018; March 21 2019. The composition of the Committee and the detailsof meetings attended by its members are given below:
*Resigned as Chairperson and re-designated as Member w.e.f. December 27 2018 ^Resignedas Member w.e.f. December 27 2018 #Appointed as Chairperson w.e.f. December 27 2018.
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances to its Executive Directors and Key Managerial Personnel. Annualincrements are decided by the Nomination and Remuneration Committee within the salaryscale approved by the members and are effective from April 1 of each year. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company at www.amrapali.com and is annexed to this Report as Annexure A.
Remuneration of Director:
The details of remuneration paid during the financial year 2018-19 to Managing Directorof the Company is provided in Form MGT-9 which is the part of this report given as Annexure- B to this Report.
The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY
Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure B.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas Annexure C to this Report.
DISCLOSURE OF REMUNERATION:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules will be available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company and the same will be furnished onrequest. Having regard to the provisions of the first proviso to Section 136(1) of the Actand as advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as an Annexure Dwhich forms part of this Report.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312019 to the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy:
In its endeavor towards conservation of energy the Company ensures optimal use ofenergy avoid wastages and conserve energy as far as possible.
The Company has not carried out any research and development activities.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings & Outgo during the year are as under:
Earnings - Nil
Outgo Royalty Expenses - Nil
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an effective internal control system which ensures that all the assetsof the Company are safeguarded and protected against any loss from unauthorized use ordisposition. The Internal Auditors of the Company carry out review of the internal controlsystems and procedures. The internal audit reports are reviewed by Audit Committee. TheCompany has also put in place adequate internal financial controls with reference to thefinancial statements commensurate with the size and nature of operations of the Company.During the year such controls were tested and no material discrepancy or weakness in theCompany's internal controls over financial reporting was observed.
The Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. Doshi Maru& Associates Chartered Accountants Jamnagar (FRN:0112187W) were appointed as Statutory Auditors of the Company to hold office tillconclusion of the 27th Annual General Meeting(AGM) of the company to be held inthe calendar year 2021. The Notes to the financial statements referred in the AuditorsReport are self-explanatory and therefore do not call for any comments under Section 134of the Companies Act 2013. The Auditors' Report does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Ms. Payal Dhamecha Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2018-19. The Secretarial AuditReport is annexed herewith as Annexure E to this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremarks except that as on March 31 2019.The Company was under obligation to appoint onemore Independent director on its Board. The Company has appointed Ms. Urshita Patel asIndependent Director w.e.f. December 26 2018. On appointment of Ms. Urshita Patel asIndependent director and induction of her as a member in Audit Committee as a resultboard structure was properly duly constituted and the constitution of Audit committee wasalso properly constituted
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;
(i) Issue of Equity Shares with differential rights as to dividend voting orotherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;
(iii) Annual Report and other compliances on Corporate Social Responsibility;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;
(vi) Information on subsidiary associate and joint venture companies.
Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.Your Directors also take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.
Annexure A NOMINATION & REMUNERATION POLICY
Preface: Amrapali Capital And Finance Services Limited ("The Company")in order to attract motivated and retained manpower in competitive market to harmonizethe aspirations of human resources consistent with the goals of the Company and in termsof the provisions of the Companies Act 2013 as amended from time to time this policy onnomination and remuneration of Directors Key Managerial Personnel and Senior Managementhas been formulated and recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors.
The Key Objectives of the Nomination and Remuneration Policy would be:
1) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
2) To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.
3) To recommend to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management.
1) "Board" means Board of Directors of the Company.
2) "Director" means Directors of the Company.
3) "Committee" means the Nomination and Remuneration Committee ofthe Company as constituted or re-constituted by the Board.
4) "Company" means Amrapali Capital And Finance Services Limited.
5) "Independent Director" means a Director referred to in Section149(6) of the Companies Act 2013.
6) Key Managerial Personnel means: i. Executive Chairman or Chief ExecutiveOfficer and/or Managing Director; ii. Wholetime Director; iii. Chief Financial Officer;iv. Company Secretary; v. Such other Officer as may be prescribed under the applicablestatutory provisions / regulations.
7) "Senior Management" means personnel of the Company who occupythe position of Head of any department/ division/ unit.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in Companies Act 2013 as may be amended from time to timeshall have the meaning respectively assigned to them therein.
The guiding principle is to lay down criteria and terms and conditions with regard toidentifying persons who are qualified to become Directors (including Independent Director)and persons who may be appointed in Senior Management and Key Managerial positions and todetermine their remuneration.
1) To carry out evaluation of performance of Directors Key Management Personnel aswell as Senior Management Personnel.
2) The level and composition of remuneration and the other terms of employment isreasonable and sufficient to attract retain and motivate executives of the Company shallbe competitive in order to ensure that the Company can attract and retain competentExecutives.
3) To determine remuneration based on Company's size and financial position andtrends and practice on remuneration prevailing in the similar Industry. When determiningthe remuneration policy and arrangements for Directors/ KMP's and Senior Management theCommittee considers pay and employment conditions with peers / elsewhere in thecompetitive market to ensure that pay structures are appropriately aligned and that levelsof remuneration remain appropriate in this context.
4) The Committee while designing the remuneration package considers the level andcomposition of remuneration to be reasonable and sufficient to attract retain andmotivate the person to ensure the quality required to run the company successfully. TheCommittee considers that a successful remuneration policy must ensure that a significantpart of the remuneration package is linked to the achievement of corporate performancetargets and a strong alignment of interest with stakeholders.
1) Policy on Appointment and Nomination of Directors Key Managerial Personneland Senior Management:
2) Policy on remuneration of Director KMP and Senior Management Personnel:
(A) Policy on Appointment and Nomination of Directors Key Managerial Personnel andSenior Management:
1) Appointment criteria and qualifications: i. The Committee shall identify andascertain the integrity qualification expertise and experience of the person forappointment as Director and KMP and recommend to the Board his / her appointee. ii. Aperson should possess adequate qualification expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whetherqualification expertise and experience possessed by a person is sufficient / satisfactoryfor the concerned position. iii. The Company shall not appoint or continue the employmentof any person as Wholetime Director who has attained the age of seventy years.
Provided that the term of the person holding this position may be extended beyondthe age of seventy years with the approval of shareholders by passing a special resolutionbased on the explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years. iv. Any appointmentmade at Senior Management Level shall be placed before the meeting of the Board ofDirectors of the Company.
2) Tenure of Employment:
i. Managing Director/Whole-time Director/ Executive Director
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector Whole-Time Director or Executive Director for a term not exceeding five years ata time. No re-appointment shall be made earlier than one year before the expiry of term.
ii. Independent Director
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report. NoIndependent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on 1stOctober 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he / she shall be eligible for appointment for one more term of 5 years only.At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company. The Committee shallsatisfy itself with regard to the independent nature of the Director vis--vis theCompany so as to enable the Board to discharge its function and duties effectively.
The Committee shall evaluate performance of every Director KMP and Senior ManagementPersonnel at regular period of one year. The Board shall take into consideration theperformance evaluation Director KMP and Senior Management Personnel at the time ofRe-appointment.
(B) Policy on remuneration of Director KMP and Senior Management Personnel:
1) The remuneration/compensation/commission etc. to the Managing Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration/compensation/ commission etc. shall be subject to theprior/post approval of the shareholders of the Company and Central Government whereverrequired.
2) The remuneration and commission to be paid to the Managing Director shall be inaccordance with the provisions of the Companies Act 2013 and the rules made there under.
3) Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managing Director.
4) Where any insurance is taken by the Company on behalf of its Managing DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
5) Remuneration to Whole-time/ Executive/ Managing Director KMP and Senior ManagementPersonnel;
i. Fixed pay:
The Managing Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The break-up of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.
ii. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managing Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.
iii. Provisions for excess remuneration:
If any Managing Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
6) Remuneration to Non- Executive / Independent Director;
i. Remuneration / Commission:
The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade thereunder.
ii. Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time. The Independent Director shallbe entitled to reimbursement of expenses for participation in the Board and other meeting.iii. Commission:
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.
iv. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
v. Reward principles and objectives:
Our remuneration policy is guided by a common reward framework and set of principlesand objectives as particularly envisaged under section 178 of the Companies Act 2013interalia principles pertaining to determining qualifications positives attributesintegrity and independence etc.
vi. Disclosure of Information:
Information on the total remuneration of members of the Company's Board of DirectorsExecutive Board of Management and senior management may be disclosed in the Company'sannual financial statements.
vii. Application of the Nomination and Remuneration Policy
This Nomination and Remuneration Policy shall apply to all future employment agreementswith members of Company's Senior Management including Key Managerial Person and Board ofDirectors. The Remuneration Policy is binding for the Board of Directors. In otherrespects the Remuneration Policy shall be of guidance for the Board. The Board ofDirector reserves the right to modify the policy as and when recommended by the Nominationand Remuneration Committee either in whole or in part without assigning any reasonwhatsoever.
Annexure C FORM NO. AOC-2 - PARTICULARS OF CONTRACTS/ARRANGEMENTS MADE WITH RELATEDPARTIES Forms for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in Section 188(1) of the Companies Act 2013including certain arm's length transactions under third proviso thereto
(Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014)
A. Details of contracts or arrangements or transactions not at arm's length basis:
There were no contracts or arrangements or transactions entered in to by the Companyduring the financial year ended on March 31 2019 which were not at arm's length basis.
B. Details of material contracts or arrangement or transactions at arm's length basis:
Annexure D Particulars of Employees
(Pursuant to Section 197(12) read with Rules made thereunder)
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules made there under.
3A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
a) The ratio of remuneration of each director to the median remuneration of employeesfor the financial year:
b) The Percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
There has been no increase in remuneration of any director chief financial officer andCompany Secretary of the Company over previous year.
c) The percentage increase in the median remuneration of employees in the financialyear: Median remuneration of Employees decrease by 9.05% in F.Y 2018-19 from F.Y.2017-18.
d) The number of permanent employees on the rolls of the Company: 25 Employees
e) 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:
During the year there was no increase in salary of employees however the same has beendecreased by 6.45%
The Board of Directors of the Company affirmed that remuneration of all the KeyManagerial Personnel of the Company are as per the Remuneration Policy of the Company.