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Atishay Ltd.

BSE: 538713 Sector: IT
NSE: N.A. ISIN Code: INE011R01013
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VOLUME 149
52-Week high 83.70
52-Week low 40.00
P/E 15.60
Mkt Cap.(Rs cr) 48
Buy Price 40.00
Buy Qty 219.00
Sell Price 44.00
Sell Qty 1.00
OPEN 45.00
CLOSE 46.00
VOLUME 149
52-Week high 83.70
52-Week low 40.00
P/E 15.60
Mkt Cap.(Rs cr) 48
Buy Price 40.00
Buy Qty 219.00
Sell Price 44.00
Sell Qty 1.00

Atishay Ltd. (ATISHAY) - Director Report

Company director report

TO

THE MEMBERS

ATISHAY LIMITED

Your Directors have pleasure in presenting the 18th (Eighteenth) Annual Report ofAtishay Limited together with the Audited Financial Statements for the financial yearended 31st March 2018.

FINANCIAL HIGHLIGHTS

(_ In Lakhs)
Particulars 2017-18 2016-17
Total Income 2389.79 2199.07
Total expenses 1982.38 1731.80
Profit before tax 407.42 467.27
Tax Expenses 104.50 140.56
Profit after Tax (PAT) 302.92 326.71
Other Comprehensive Income (0.32) (0.23)
Total Comprehensive Income for the year 302.60 326.48

REVIEW OF THE OPERATIONS OF THE COMPANY:

During the financial year ended 31st March 2018 your Company has recordedtotal Income of _ 2389.79 Lakhs as against _ 2199.07 Lakhs during the previous financialyear 2016 -17. The total comprehensive income for the year under consideration remained at_ 302.60 Lakhs as against _ 326.48 Lakhs during the previous financial year 2016-17.

DIVIDEND

In continuation of earlier trend of declaring dividend and keeping in mind the overallperformance and the outlook of your Company the Directors are pleased to recommend forapproval of the members at the ensuing Annual General Meeting a final dividend of`0.60/- per share for the financial year 2017-18 .

The Final Dividend subject to the approval of Members at the Annual General Meeting tobe held on July 24th 2018 will be paid to the Members whose names appear inthe Register of Members as on the cut o_ date / Record Date i.e.17th July2018 .

TRANSFER TO RESERVE

Your Directors proposed to transfer _ 181.56 Lakhs to the General Reserve out of theprofits available with the Company for appropriations.

UNCLAIMED DIVIDEND / SHARES

Pursuant to Section 124 (5) & (6) of the Companies Act 2013 the Company is nothaving any unclaimed or unpaid dividends as well as resulting shares thereon for a periodexceeding 7 years liable to be transferred to the Investors Education and ProtectionFund.

NUMBER OF BOARD MEETINGS HELD

Total 5 meetings of the Board were held during the year and gap between two BoardMeetings does not exceed 120 days.

CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year underreview.

PUBLIC DEPOSITS

The Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as on the balance sheet closure date.

SHARE CAPITAL

During the year there is no Change in share capital of the Company.

INDIAN ACCOUNTING STANDARD

These financial statements for the year ended March 31 2018 are the first financialswith comparatives prepared under Ind AS. For all previous periods including the yearended March 31 2017 the Company had prepared its financial statements in accordance withthe accounting standards notiffed under Companies (Accounting Standard) Rule 2006 (asamended) and other relevant provisions of the Act (hereinafter referred to as‘Previous GAAP') used for its statutory reporting requirement in India.

The accounting policies are applied consistently to all the periods presented in thefinancial statements including the preparation of the opening Ind AS Balance Sheet as atApril 1 2016 being the date of transition to Ind AS.

STATE OF COMPANY AFFAIRS:-

We are a technology driven Company focusing on creating India's largest network oflast-mile retail points-of-sale delivering e-Governance to the unserved ruralsemi-urban and urban markets. Being the largest systems integrator for key governmentprojects we enable the Central and State governments to deliver e-Governance services toevery citizen – more a_ordably and more efficiently than ever before.

We are a CMM Level 3 an ISO/IEC 27001:2005 and ISO 2008:2015 certiffed data managementand IT Solution Company. Our strengths lie in providing technology driven businesssolutions enabling our clients to achieve their strategic goals.

During the year the Company has capitalized its established track record of handlingGovernment projects and captured additional markets thereby increasing geographicalpresence in order to deliver added value to our customers. Maxidoo a Hotel (ERP)software is a project which is getting developed facilitates the Hotels in managinginventory maintaining staff control improving service efficiency optimizing costs andin reducing manpower dependency.

A detailed analysis of the same is available in the Management discussion and AnalysisReport forming a part of Annual Report.

PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITIES UNDER SECTION 186

The Company has not granted any loan guarantee or made any investments during theyear ended 31st March 2018 under Section186 of the Companies Act 2013 and Rule made thereunder. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Boardand its Powers) Rules 2014 and Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") disclosure on particulars relating to Loans advances and investmentsare provided as part of the financial statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:

The Company has in place proper and adequate internal control systems that commensuratewith the nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedure applicable laws and regulationsand that all assets and resources are acquired economically used efficiently andadequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and reports the same on quarterlybasis to Audit Committee.

HUMAN RESOURCES INDUSTRIAL RELATIONS

The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of Business. The Company is committed to nurturing enhancing andretaining top talent through superior Learning and Organizational Development. This is apart of Corporate HR function and is a critical pillar to support the Organisation'sgrowth and its sustainability in the long run.

NOMINATION & REMUNERATION POLICY OF THE COMPANY

The Company's policy relating to remuneration of Directors Key Managerial Personneland other Employees is given in Annexure A. The policy is also displayed on Website of theCompany at www.atishay.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION188(1)

All transactions entered with Related Parties for the year under review were entered onarm's length basis and in the ordinary course of business and that the provisions ofSection 188(1) of the Companies Act 2013 and the Rules made thereunder were notattracted. The particulars of contracts or arrangements with related parties referred toin Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act andRule 8(2) of the Companies(Accounts) Rules 2014 and the same is annexed to the Board'sReport as Annexure-B.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. The Company has a process in place to periodically review and monitor RelatedParty Transactions. Omnibus approval was obtained on a yearly basis for transactions whichare of repetitive nature. All the related party transactions were in the ordinary courseof business and at arm's length.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reporton the financial condition and result of consolidated operations of the Company for theyear under review is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

The Members of the Company had appointed M/s B. M Parekh Chartered Accountants Mumbai(Registration no. 107448W) as the Statutory Auditors of the Company for a period of fiveyears i.e. from the conclusion of the 17th Annual General Meeting held on 19th July2017till the conclusion of 22nd Annual General Meeting of the Company.

AUDITOR'S REPORT

The observations of Auditors in their report read with notes to the accounts areself-explanatory.

SECRETARIAL AUDITOR'S REPORT

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/s Prajakta V. Padhye & Co. Practicing Company Secretary Dombivali toundertake the Secretarial Auditor of the Company for the Year-2017-18.

Secretarial Audit Report for the Financial Year 2017-18 as issued by M/s Prajakta V.Padhye & Co. Practicing Company Secretary Dombivali in Form MR-3 is annexed to theBoard's Report as Annexure –C which is self-explanatory and do not call for anyfurther explanation of the Board.

BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of Executive Non-Executive and Independent Directorsincluding Woman Directors. The Board provides strategic guidance and direction to theCompany in achieving its business objectives and protecting the interest of thestakeholders. One meeting of the Board of Directors is held in each quarter. Additionalmeetings of the Board are convened as may be necessary for proper management of thebusiness operations of the Company. Separate meeting of Independent Directors is also heldat least once in a year to review the performance of Non-Independent Directors the Boardas a whole and the Chairman. The details pertaining to the composition terms ofreference. of the Board of Directors of the Company and the meetings thereof held duringthe financial year are given in the Report on Corporate Governance section forming part ofthis Annual Report.

Information available for the members of the Board:-

The Board has complete access to any information within the Company. The Company hasprovided inter alia following information and discussed the matters:

• Financial results of the Company

• Minutes of meetings of the Board and Committee Meetings

• Quarterly and Yearly Compliance reports

• Disclosures received from Directors;

• Related party transactions;

• Regular business updates;

• Report on action taken on last Board Meeting decisions;

• Various Policies of the Board;

• Code of Conduct for the members of the Board;

BOARD EVALUATION:

The provision of sec. 149(8) of Companies Act 2013 states that formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Further Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The Nomination and RemunerationCommittee of the Company has laid down the criteria for performance evaluation of theBoard its Committees and individual directors' including Independent Directors. Theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance Report section in this Annual Report. Recommendations andsuggested areas of improvement for the Board its various committees and the individualDirectors were considered by the Board. The Board approved the evaluation results ascollated by the nomination and remuneration committee.

a) Directors

Your Company has Seven (7) Directors of which Two (2) are Executive One(1)Non-Executive and Four (4) are Independent Directors as on 31stMarch 2018.

b) Independent Directors

In terms of the definition of ‘Independent Directors' as prescribed underRegulation 16 (1) (b) of the Listing Regulations and Section 149(6) of the Companies Act2013 the Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 to the efiect that he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and the

Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). The followingNon-Executive Directors are Independent Directors of the Company:

1. Mr. Ajay Mujumdar

2. Mr. Arvind Vishnu Lowlekar

3. Mr. Kavindra Singh

4. Mrs. Poonam Agrawal

c) Managing Director and Whole-time Director

• During the year Mr. Akhilesh Jain continued to remain as the Chairman &Managing Director of the Company.

• During the year Mr. Archit Jain continued to remain as the Whole-time Directorof the Company.

d) Appointment/Resignation of Director and Key Managerial Personnel

• During the year Miss Iti Tiwari and Mr. Arjun Singh Dangi continued to remainas the Company Secretary & Compliance Officer and as the Chief Financial Officer ofthe Company.

e) Retire by Rotation

Mrs. Rekha Jain Non -Executive Director of the Company will retire by rotation at the18th Annual General Meeting in pursuance of the provisions of Section 152 of the CompaniesAct 2013 and being eligible has ofiered herself for the re-appointment at the 18th AnnualGeneral Meeting.

Further details as required under the provisions of Regulation 36 (3) of ListingRegulation about the Director seeking re-appointment in the ensuing Annual General Meetingare annexed to the Notice of 18th Annual General Meeting which is being sent to theMembers along with the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committeesto deal with speciffic areas and activities which concern the Company and requires acloser review. The Committees are formed with approval of the Board and function undertheir respective Charters. These Committees play an important role in the overallmanagement of day-to-day a_airs and governance of the Company. The Board Committees meetat regular intervals and take necessary steps to perform its duties entrusted by theBoard. The Minutes of the Committee Meetings are placed before the Board for noting. TheBoard currently has the following Committees:

Mandatory Committees:-(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of theCompanies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015. Thecomposition quorum terms of reference functions powers roles and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of the Listing Regulations. All the members of the committee are financially literate andMr. Arvind V Lowlekar Chairman of the Committee is an Independent Director and possessesfinancial expertise. The details regarding composition terms of references powersfunctions scope meetings and attendance of members are included in Corporate GovernanceReport which forms part of the Annual Report.

(B) Stakeholder's Relationship Committee

Stakeholder's Relationship Committee has been constituted by the Board in accordancewith Section 178 of the Companies Act 2013.The details regarding composition terms ofreferences powers functions scope meetings attendance of members and the status ofcomplaints received during the year are included in Corporate Governance Report whichforms part of the Annual Report.

(C) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board inaccordance with section 178 of Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. All the members of thecommittee are Independent Directors. The details regarding composition terms ofreferences powers functions scope meetings and attendance of members are included inCorporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In terms of the section 177(9) of companies act 2013 and rules framed there underyour Company has established a ‘Whistle Blower Policy and Vigil Mechanism' fordirectors and employees which provides a channel to the employees to report to theappropriate authorities concerns about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct policy and provides safeguards againstvictimization of employees who avail the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases. Protected disclosures can bemade by whistle blower through an e-mail or dedicated telephone line or a letter to theconcerned authorities.

PREVENTION OF INSIDER TRADING:

The Board has Insider Trading Policy for regulating monitoring and reporting ofTrading of Shares by Insiders. The Code lays down guidelines procedures to be followedand disclosures to be made while dealing with shares of the Company. The copy of the sameis available on the website of the Company at the link:http://atishay.com/investors/Policies/Insider-Trading-Policy.pdf.

SEXUALHARASSMENTOFWOMENATWORKPLACE(PREVENTIONPROHIBITIONANDREDRESSAL)ACT2013(SHWWA):

Atishay quest for competitive excellence consists of its commitment to lawful andethical conduct and adherence to its values. Integrity honesty and respect for peopleremain some of its core values. Your Company is committed to providing a work environmentthat is professional and mature free from animosity and one that reinforces our value ofintegrity that includes respect for the individual. The Company has always believed inproviding a safe and harassment free workplace for every individual working in theCompany's premises through various interventions and practices. The Company alwaysendeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment. All employees are treated with dignity with a viewto maintain a work environment free of sexual harassment whether physical verbal orpsychological. The Policy aims to develop a harmonious and productive working environmentfree from sexual harassment. The Company also ensures all allegations of sexual harassmentare investigated and dealt with efiectively and appropriately.

RISK MANAGEMENT

For your Company Risk Management is an integral and important component of CorporateGovernance. Your Company believes that a robust Risk Management ensure adequate controlsand monitoring mechanisms for a smooth and efficient running of the business. A risk-awareorganization is better equipped to maximize the shareholder value. Your Company has awell-defined risk management framework in place. The risk management framework works atvarious levels across the Company. These levels form the strategic defense cover of theCompany's risk management. The Company has a robust organizational structure for managingand reporting on risks. The Company follows well established and detailed risk assessmentand minimization procedures which are periodically reviewed by the Board. The Company'sBusiness Risk Management Framework helps in identifying risks and opportunities that mayhave a bearing on the organization's objectives assessing the terms of likelihood andMagnitude of impact and determining response strategy.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is attachedas Annexure-D to this report.

CORPORATE GOVERNANCE

Your Company strives to ensure that best corporate governance practices are identiffedadopted and consistently followed. Your Company believes that good governance is the basisfor sustainable growth of the business and for enhancement of stakeholder value. YourDirectors reafirm their continued commitment to good corporate governance practices. It isan ethically driven business process that is committed to values aimed at enhancing anorganization's brand and reputation. This is ensured by taking ethical business decisionsand conducting business with a firm commitment to values while meeting stakeholders'expectations. The Company presents a statement of all related party transactions beforethe Audit Committee. A detailed report on Corporate Governance forms an integral part ofAnnual Report and is set out as separate section therein.

The appended report does not contain any qualiffication reservation or adverseremarks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no signifficant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company' future operations.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company and hence the provisions of the sameare not applicable to the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OFTHE COMPANY TO WHICHTHE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

There are no Material changes and commitments in the business operations of the Companyfrom the financial year ended March 31 2018 to the date of signing of the Boards Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofCompanies (Account) Rules 2014:

A. Conservation of Energy:

While continuing to believe in philosophy of Energy saved is Energy produced adequatemeasures commensurate with the business operations have been taken to reduce and conservethe energy consumption by utilizing energy efficient equipment whenever required.

B. Technology Absorption:

Research and Development (R&D): Nil

Technology absorption adoption and innovation: Nil

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria as mentioned in the Section 135 of theCompanies Act 2013 and rules made thereof which speciffes the requirement of forming theCorporate Social Responsibility Committee.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act Directors ofyour Company state and confirm that:

a. In the preparation of the annual accounts for the financial year 2017-18 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a_airs of the Company as at March 31 2018 and of the profit andloss of the Company for year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding the

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingefiectively;

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating efiectively.

ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median employee's remuneration andother details in terms of section 197 of the companies act 2013 read with rule 5(1) ofthe companies (appointment and remuneration of managerial personnel) rules 2014 areannexed as Annexure—E which forms part of this report. During the financial year2017-18 no employee whether employed for whole or part of the year was drawingremuneration exceeding the limits mentioned under section 197(12) of the act read withrule 5(2) of the companies (appointment and remuneration of managerial personnel) rules2014.

CAUTIONARY NOTE

Statements in this board's report and management discussion and analysis describing thecompany's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks and appreciation for the continuingsupport of financial institutions consortium of banks vendors clients investorsCentral Government State Governments and other regulatory authorities. The Directors alsoplace on record their heartfelt appreciation for the commitment and dedication of theemployees of the Company across all the levels who have contributed to the growth andsustained success of the Company.

For and on behalf of the Board

of Atishay Limited

Akhilesh Jain

Chairman & Managing Director

DIN: 00039927

Date: 25.05.2018

Place: Bhopal

1. Preamble

The Company already constituted Remuneration Committee comprising of threenon-executive Independent Directors as required under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. This Committeeand the Policy is formulated in compliance with Section 178 of the Companies Act 2013read along with the applicable rules thereto and Regulation 19 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

2. Applicability

This policy is applicable to all Directors Key Managerial Personnel (KMP) SeniorManagement team and other employees of Atishay Limited .

3. Objectives

This policy is framed with the following objectives:

i. To guide the Board in relation to the appointment and removal of Directors KeyManagerial Personnel Senior Management and other Staff .

ii. To evaluate the performance of members of the Board and provide necessary report tothe Board for further evaluation.

iii. To attract retain and motivate the Senior Management including its Key ManagerialPersonnel and other staff evaluation of their performance and provide necessary reportto the Board for further evaluation.

iv. The relationship of remuneration with performance is clear and meets appropriateperformance Benchmarks.

v. To recommend the Board on Remuneration payable to the Directors Key ManagerialPersonnel Senior Management and other staff

vi. To promote and develop a high performance workforce in line with the Companystrategy.

vii. To lay down criteria and terms and conditions with regard to identifying personswho are Qualiffed to become Director (Executive & Non- Executive/ Independent/Nominee)and persons who may be appointed in Senior Management Key Managerial Personnel anddetermine their remuneration.

4. Remuneration Committee

Constitution of the Nomination and Remuneration Committee:

The Board has the power to constitute/ reconstitute the Committee from time to time inorder to make it consistent with the Company's policy and applicable statutoryrequirement.

At present the Nomination and Remuneration Committee comprises of following Directors:

Name of Director Category Position in Committee
Mr. Arvind V. Lowlekar Non-Executive and independent director Chairman
Mr. Kavindra Singh Non-Executive and independent director Member
Mrs. Poonam Agrawal Non - Executive and independent director Member

The terms of reference for the Remuneration committee include:

• Review the criteria of payment of Managerial remuneration.

• Review Managerial remuneration and recommend revision in the remuneration to theBoard.

5. Remuneration to Directors

The Managing Director gets a monthly salary perquisites and performance pay as per thepolicies of the Company. In the event of the Managing Director desiring to leave theservice of the Company he shall give to the Company 6 months' notice. The Company may atits sole discretion relieve the Managing Director of his duties any time by giving 6months' notice.

The criteria for making payments to the Managing Director and Whole Time Director are:

1. Salary as recommended by the Remuneration Committee and approved by the Board andthe shareholders of the Company. Perquisites retirement benefits and performance pay arealso paid/provided in accordance with the Company's compensation policies as applicableto all employees and the relevant legal provisions.

2. Remuneration paid to the Managing Director is determined keeping in view theindustry benchmarks and Atishay Policies. Remuneration of the Managing Director is withinthe limits approved by the Board and shareholders.

The Remuneration to Non-Executive /Independent Directors: a. Remuneration / ProfitLinked Commission:

The remuneration shall be in accordance with the statutory provisions of the CompaniesAct 2013 and the rules made there under for the time being in force.

b. 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 the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee or such amount as may be prescribed by the Central Government fromtime to time.

c. Stock Options:

Pursuant to the provisions of the Companies Act 2013 Managerial Personnel KMP SeniorManagement and an employee shall be entitled to any Employee Stock Options (ESOPs) of theCompany.

6. The Criteria for making payment of Senior Management and other Staff

Key Principles of the Remuneration Policy While designing compensation for Keymanagerial personnel senior management and other employees the following set ofprinciples act as guiding factors:

1. Aligning key executive and board remuneration with the longer term interests of thecompany and its shareholders.

2. Minimize complexity and ensure transparency.

3. Link to long term strategy as well as annual business performance of the company.

4. Promotes a culture of meritocracy and is linked to key performance and businessdrivers.

5. Refiective of line expertise market competitiveness so as to attract the besttalent.

Remuneration of Key Managerial Personnel Senior Management and other Staff :

a. The Remuneration to KMP Senior Management and other staff will be determined by theCommittee and recommended to the Board for approval.

b. The remuneration to be paid to Managerial Personnel shall be as per the statutoryprovisions of the Companies Act 2013 and the rules made there under for the time beingin force.

c. KMP Senior Management shall be eligible for a monthly remuneration as may beapproved by the Board on the recommendation of the Committee in accordance with thestatutory provisions of the Companies Act 2013 and the rules made there under for thetime being in force. The break-up of the pay scale and quantum of perquisites includingemployer's

contribution

to P.F pension scheme medical expenses etc. shall be decided and approved by theBoard on the recommendation of the Committee.

d. If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Personnel in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the prior approval of Board of Directors.

e. If any Managerial Personnel draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 he / she shall refund such sums to the Company and until such sum is refunded holdit in trust for the Company.

f. Where any insurance is taken by the Company on behalf of its Managerial PersonnelKMP and Senior Management for indemnifying them against any liability the premium paid onsuch insurance shall not be treated as part of the remuneration payable to any suchpersonnel.

7. Monitoring Evaluation and Removal

I. Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management and other staff on yearly basis.

Performance Management Process

The Performance Management Process [PMP] is at the heart of our approach to become ahigh performance culture with a view to improving our capability to win and deliverbusiness rewarding achievement and developing people to achieve their potential.

Within this individual employees and their direct reporting manager would jointlyperform following activities:

• Agree and set personal and assignment objectives

• Assess how well objectives are met – using measurement feedback andevidence from a variety of sources

• Assess strengths and areas for development/ improvement

• Review personal career and development plans

• Plan career development with increase of remuneration in between 5% to 15% ofannual salary. Increments if declared will be efiective from 1st April of each financialyear subject to other necessary approvals from statutory authorities.

Removal:

The Committee may recommend to the Board with reasons recorded in writing removal ofa Director KMP or Senior Management subject to the provisions of Companies Act 2013 andall other applicable Acts Rules and Regulations if any.

II. Minutes of Committee Meeting:

Proceedings of all meetings must be minutes and signed by the Chairperson of the saidmeeting or the Chairperson of the next succeeding meeting. Minutes of the Committeemeeting will be circulated at the subsequent Board meeting for noting.

8. Amendment to the Policy:

The Board of Directors on its own and / or as per the recommendations of Nomination andRemuneration Committee can amend this Policy as and when deemed fit. In case of anyamendment(s) clariffication(s) circular(s) etc. issued by the relevant authorities notbeing consistent with the provisions laid down under this Policy then such amendment(s)clariffication(s) circular(s) etc. shall prevail upon the provisions hereunder and thisPolicy shall stand amended accordingly from the efiective date as laid down under suchamendment(s) Clariffication circular(s) etc.

9. Disclosure

The details of this Policy and the evaluation criteria as applicable shall be disclosedin the Annual Report as part of Board's Report therein or alternatively the same may beput up on the Company's website and reference drawn thereto in the Annual Report.