FOR THE YEAR ENDED MARCH 31 2019 To
Your Directors have pleasure in presenting their Tenth Annual Report on the businessand operations of the Company together with Audited Statement of Accounts for the yearended March 31 2019.
FINANCIAL PERFORMANCE :
| || ||(Rs. in Lakhs) |
|Particulars ||Year ended March 31 2019 ||Year ended March 31 2018 |
|Total Income ||5054.64 ||3876.73 |
|Total Expenditure ||454.57 ||374.08 |
|Exceptional items ||(41.96) ||1388.28 |
|Profit before taxation ||4642.03 ||2114.37 |
|Tax Expenses ||315.28 ||68.80 |
|Profit after Tax ||4326.75 ||2045.57 |
|Balance of Profit/(Loss) from previous year ||29713.59 ||28064.08 |
|Balance available for appropriation ||34040.34 ||30109.65 |
|Appropriations : || || |
|Transfer to Reserve Fund in terms of Section 45-IC of the Reserve Bank of India Act 1934 ||(865.35) ||(396.06) |
|Balance carried to Balance Sheet ||33174.99 ||29713.59 |
The paid-up Equity Share Capital as on 31st March 2019 stood at Rs.1883.38Lakhs. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on 31stMarch 2019 none of the Directors of the Company hold instruments convertible into equityshares of the Company.
Your Directors do not recommend any dividend on the equity shares for the year endedMarch 31 2019. MANAGEMENT DISCUSSION AND ANALYSIS
The main object of the Company is to make strategic investments in the Kalyani GroupCompanies. The Company is a Non Deposit taking Core Investment Company as defined in theCore Investment Companies (Reserve Bank) Directions 2011. Since the Company is not aSystemically Important Non Deposit taking Core Investment Company it is not required toobtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act1934.
During the Financial Year under review your Company earned total income of Rs. 50.54Crores (previous years Rs. 38.77 Crores). The net profit after tax is Rs. 43.27 Crores(previous years Rs. 20.46 Crores).
OPERATIONS OF THE COMPANY
The main operations of the Company are that of investments and majority of theinvestments of the Company are in the nature of strategic investments in Kalyani GroupCompanies. The investment pattern of the Company also complies with the requirement forthe Company continuing to qualify as a Non Deposit taking Core Investment Company. Themain source of income for the Company is in the form of dividends as declared by thesecompanies.
As on March 31 2019 the Company had 2 Key Managerial Personnel on deputationincluding the CEO / CFO & Company Secretary.
CONCERNS AND THREATS
Fluctuations in the securities market and global economic scenario may pose arisk of devaluation of the investments made by the Company.
Main source of income for the Company is dividend from the Kalyani GroupCompanies.
The risks and concerns associated with the businesses / operations of theseinvestee companies which may impact the performance of these companies could result invariation in dividends declared by these companies.
Non recovery of principal of the amounts lent and interest thereon.
PROSPECTS FOR THE CURRENT YEAR
The current economic slowdown in India and global uncertainty due to differences inworld's two large economies have posed new challenges to the Company. The Company istaking all efforts to mitigate these challenges.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency andaccuracy in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. The internalaudit is conducted by an Independent Chartered Accountant. The Audit Committee of theBoard reviews the Internal Audit process and the adequacy and effectiveness of internalaudit and controls periodically.
SAFETY HEALTH AND ENVIRONMENT
The Company ensures safety of all its employees working at different places.
Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied.
The Company does not have any subsidiary company as on March 31 2019.
PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134OF THE COMPANIES ACT 2013 RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The details are given in 'Annexure I'
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT - 9 is annexedherewith as 'Annexure II' to this Report.
NUMBER OF MEETINGS OF THE BOARD
During the year under review twelve Board Meetings were convened and held. The detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and the SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 hereinafter called "Regulations 2015".
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act 2013 in respectof Directors' Responsibility Statement your Directors' state that:
a) in the preparation of the Annual Financial Statements for the year ended March 312019 the applicable accounting standards have been followed along with the properexplanation relating to material departures;
b) accounting policies as mentioned in Note - 1(a) to the Financial Statements havebeen selected and applied consistently. Further judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2019 and of the profit of the Company for the year ended onthat date;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Annual Financial Statements have been prepared on a going concern basis;
e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulations2015 and also confirmed that they have complied with the Code of Independent Directorsprescribed in Schedule IV of The Companies Act 2013.
The Company has laid down a Code for the Board of Directors and Senior Management ofthe Company. The said Code is available on the website of the Company viz.www.bfilpune.com
All the Board Members and Senior Management Personnel of the Company have affirmedcompliance with the Code of Coduct.
COMPANY'S POLICY ON DIRECTORS' AND KMP'S APPOINTMENT AND REMUNERATION
Director's appointment and remuneration is done as per the policy for selection andappointment of Directors Key Managerial Personnel and Senior Management Personnel andtheir remuneration. The policy is appended as 'Annexure III' to this Report
ACCOUNTS AND AUDIT
a. Statutory Auditors
M/s. P. G. Bhagwat Chartered Accountants Pune (FRN.101118W) are the auditors of theCompany and will continue the audit for Financial year 2019-20.
b. Secretarial Audit
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 M/s. SVD & Associates Company Secretaries (Membership No. FCS 1321 CP No.965) to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit is annexed herewith as 'Annexure IV' to this Report.
c. Consolidated Accounts
The Consolidated Accounts for the year ended 31st March 2019 are enclosed.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORTS
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. P. G. Bhagwat Statutory Auditors in their Audit Report. M/s. SVD & AssociatesPracticing Company Secretary in their Secretarial Audit Report have made certainqualifications. The auditors qualifications and Boards explanation thereto are summarizedas under:
|Auditors Qualifications ||Boards' explanation |
|Secretarial Audit - || |
|1. The Audited Consolidated Financial statements and Financial Results for the year ended on 31st March 2018 were submitted to the Stock Exchanges beyond the time period prescribed under Regulation 33 of SEBI (Listing Obligations and ||Some of the Associate Companies were in the process of finalising their accounts for the financial year ended 31st March 2018 and hence they had not submitted the said audited financials to the Company within the stipulated time. |
|Disclosure Requirements) Regulations 2015. ||However subsequently the Company has prepared consolidated financials after the audited accounts of all the above mentioned associates were made available to the Company and filed with the Stock Exchanges. |
|2. The Company has not expended any amount for Corporate Social Responsibility activities required under Section 135 of the Act for the year 2018-19. ||The Company has identified the areas and the projects for spending the amounts allocated for CSR activities for Financial 2017-18. |
|3. For the purpose of implementation of system-driven disclosures under Regulation 7(2) of PIT Regulations specifically the listed entity has provided information of identified directors and employees to the depository(ies) beyond the time prescribed by SEBI vide circular dated 28th May 2018. ||The delay was due to system errors noticed during uploading the data on Depository Portal. |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186
During the year the Company has invested Rs.9.86 Crores (net) in preference shares oftwo companies. The closing balances of investments which would be covered under Section186 of the Companies Act 2013 are disclosed in the Schedule of Non-Current Investmentsin the Financial Statements. The details of loans and guarantees if any are in thefinancial statement of 2018-19.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188 OF THE COMPANIES ACT 2013
Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 the particulars of contracts or arrangementsentered into by the Company with Related Parties have been done at arm's length and are inthe ordinary course of business. Hence no particulars are being provided in Form AOC - 2.Related Party Disclosures as per IND - AS -18 have been provided in Note No. 31 to theFinancial Statements.
STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered in the Management Discussionand Analysis.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES
Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OFREPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report except as disclosedelsewhere in this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption
The Company has no particulars to report regarding conservation of energy technologyabsorption as required under Section 134 (3) (m) of the Companies Act 2013 read withRules thereunder.
B. Foreign exchange earnings and outgo
|Sr. No. ||Particulars ||Amount in $ |
|i ||Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|ii ||Foreign Exchange outgo during the year in terms of actual outflows ||Nil |
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The details of the CSR Policy andinitiatives taken by the Company towards CSR during the year are annexed as 'Annexure V'to this Report.
Pursuant to provisions of the Companies Act 2013 Rules thereunder and 'Regulations2015' the Board has carried out evaluation of its own performance and that of itsCommittees and individual Directors. Interested Directors did not participate for theirevaluation.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:
The information is given at the relevant places in the Financial Statements.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business during the Financial Year underreview.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
Directors appointed during the year
|Name of Director ||Designation ||Term of appointment |
|Mr. A. B. Kalyani ||Director ||Re-appointed with effect from September 1 2018 subject to retirement by rotation. |
|Mr. S. G. Joglekar ||Additional Independent Director ||Appointed in Board Meeting held on March 27 2019 w.e.f. April 1 2019. |
|Mr. B. S. Mitkari ||Non Independent Director ||Appointed in Board Meeting held on March 27 2019 w.e.f. April 1 2019. |
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act 2013 and 'Regulations 2015'. The Companyhas received declarations from all Directors confirming that they are not disqualified /debarred from being appointed / reappointed as Director.
Employees designated as Key Managerial Personnel (KMP) during the year NIL
Directors and KMP's resigned during the year
None of the Directors and KMPs resigned during the year ended March 31 2019.
Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting
1) Mr. A. B. Kalyani (DIN : 00089430) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
2) Mr. B. S. Mitkari (DIN : 03632549) was appointed as Additional Director by the Boardon 27th March 2019 w.e.f. April 1 2019. A resolution to consider and approvehis appointment is included in the Notice of 10th Annual General Meeting
3) Mr. S. G. Joglekar (DIN: 00073826) was appointed as Additional Independent Directorby the Board on 27th March 2019 w.e.f. April 1 2019 subject to the approvalof members in the ensuing Annual General Meeting. A resolution to consider and approve hisappointment is included in the Notice of 10th Annual General Meeting.
The brief resumes and other details relating to Directors who are proposed to bere-appointed as required to be disclosed under 'Regulations 2015' form part of the Notesand Statement setting out material facts annexed to the Notice of the Annual GeneralMeeting.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR
During the year the Company sold its entire shareholding in Epicenter Technologies Pvt.Ltd. and hence it ceased to be an associate of the Company.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OFTHE COMPANIES ACT 2013
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has neither received nor is aware of any such order from Regulators Courtsor Tribunals during the year.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has suitable internal control system comprising of proper checks andbalances policies and procedures. This include code of conduct whistle blower policyMIS and internal audit mechanism.
The Audit Committee along with Management review the internal audit and internalcontrols on a regular basis. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism.This has provided a mechanism for directors and employees of the Company and other personsdealing with the Company to report to the Chairman of the Audit Committee; any instance ofunethical behaviour actual or suspected fraud or violation of the Company's code ofconduct. The aforesaid policy has also been uploaded on the Company's website.
A Cash Flow Statement for the year ended March 31 2019 is attached to the BalanceSheet.
A report on the Corporate Governance along with the certificate of compliance from theAuditors forms part of the Annual Report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace. During the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
1. Statutory Auditors
At the Ninth Annual General Meeting held on 1st September 2018 M/s. P. G.Bhagwat Chartered Accountants (Firm Registration No.101118W) were appointed as StatutoryAuditors of the Company to hold office till the conclusion of 14th AnnualGeneral Meeting.
The Company has received a certificate from Auditors to the effect that they arefulfilling requirements prescribed under provisions of Section 141 of the Companies Act2013.
2. Secretarial Audit
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 M/s. SVD & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as'Annexure V'.
M/s. SVD & Associates Practicing Company Secretaries has also submittedSecretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019 dated 8thFebruary 2019 and has also confirmed that the Company has complied with of all applicableSEBI Regulations and circulars / guidelines issued thereunder for the Financial Year2018-2019 subject to the observations given therein.
3. SECRETARIAL STANDARDS
During the year under review the Company has complied with Secretarial Standardsissued by The Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Companies Act 2013 to the extent applicable.
Your Directors wish to place on record their appreciation for the contribution madeand support provided to the Company by the shareholders employees and bankers during theyear under the report.
| ||For and on behalf of the Board of Directors || |
| ||B.B. Hattarki ||M.U. Takale |
|Place : Pune ||Director ||Director |
|Date : 31st July 2019 ||DIN:00145710 ||DIN:01291287 |
ANNEXURE III TO THE DIRECTORS' REPORT
THE NOMINATION AND REMUNERATION POLICY
(As recommended by Nomination and Remuneration Committee and approved by Board)(Revised w.e.f. April 1 2019)
|Document Title ||Nomination And Remuneration Policy of BF Investment Limited |
|Originally Framed ||October 29 2015 |
|Last Revision Date ||February 13 2016 |
|Current Revision Date ||April 1 2019 |
|Authority approving the Policy ||Board of Directors |
The Board of Directors of BF Investment Limited ("the Company") constitutedthe "Nomination and Remuneration Committee" ("Committee") at theMeeting held on November 28 2014 with immediate effect consisting of four (4)Non-Executive Directors of which majority are Independent Directors.
This Policy has been formulated in terms of provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("theRegulations"). The Key Objectives of the Committee would be:
1.1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel (hereinafter referred to as "KMP") and Senior Management.
1.2. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.
1.3. To recommend to the Board on Remuneration payable to the Directors KMP and SeniorManagement.
1.4. To provide to KMP and Senior Management reward linked directly to their effortperformance dedication and achievement relating to the Company's operations.
1.5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
1.6. To devise a policy on Board diversity.
1.7. To develop a succession plan for the Board and to regularly review the plan;
2.1. Act means the Companies Act 2013 and Rules framed thereunder as amended fromtime to time.
2.2. Board means Board of Directors of the Company.
2.3. Directors mean Directors of the Company.
2.4. Key Managerial Personnel (KMP) means
b. Whole time Directors;
d. Chief Financial Officer; and
e. Company Secretary;
2.5. Senior Management means officers/personnel of the Company who are members of itscore management team excluding board of directors and normally this shall comprise allmembers of management one level below the "chief executive officer/Chairman /wholetime director/manager (including chief executive officer/manager in case they are notpart of the board) and shall specifically include company secretary and chief financialofficer."
The terms used in this Policy but not defined shall have the meaning assigned to suchterms in the Act and the Regulations.
3. ROLE OF COMMITTEE
3.1. Matters to be dealt with perused and recommended to the Board by the Nominationand Remuneration Committee
The Committee shall:
3.1.1. Determine size and composition of the Board to ensure that it is structured tomake appropriate decision with a variety of prospective and skills in the best interestof the Company as a whole;
3.1.2. Formulate the criteria for determining qualifications positive attributes andindependence of a director.
3.1.3. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.
3.1.4. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
3.1.5. Formulate the criteria for evaluation of performance of independent directorsand Board of Directors.
3.1.6. Determine whether to extend or continue the term of appointment of independentdirectors on the basis of the report of performance evaluation of independent directors.
3.1.7. Recommend to the Board all remuneration in whatever form payable to seniormanagement.
3.2. Policy for appointment and removal of Director KMP and Senior Management
3.2.1. Appointment criteria and qualifications
a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
3.2.2. Term / Tenure
a) Chairman /Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman orExecutive Director for a term not exceeding five years at a time. No re-appointment shallbe made earlier than one year before the expiry of term.
b) 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.
The Committee shall carry out yearly evaluation of performance of every Director KMPand Senior Management Personnel.
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
3.3. Policy relating to the Remuneration for the Whole-time Director KMP and Senior
a) The remuneration / compensation / commission etc. to the Whole-time Director KMPand
Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
b) The remuneration performance incentive and commission to be paid to the Whole-timeDirector shall be in accordance with the percentage / slabs / conditions laid down in theresolutions passed by the Board of Directors and / or shareholders in the general bodymeeting and as per the provisions of the Act.
c) 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 Whole-time Director.
d) Where any insurance is taken by the Company on behalf of its Whole-time 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.
e) In case any difficulty or doubt arises in the interpretation or implementation ofthis Policy the decision of the Chairman of the Company shall be final. In exceptionalcircumstances the Chairman shall be authorized to exercise functions vested in thecommittee in so far as these relate to Key Managerial Personnel covered under Clauses2.4.3 2.4.4 and the Senior Management; provided however that such actions taken by theChairman shall be placed before the Committee for ratification in the succeeding meeting.
3.3.2. Remuneration to Whole-time / Executive / Chairman KMP and Senior ManagementPersonnel:
a) Fixed pay:
The Whole-time 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 breakup 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/ the Person authorized by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.
b) Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Act and /or as approved by the shareholders by a SpecialResolution. ..
c) Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act he / she shallrefund such sums to the Company and until such sum is refunded hold it in trust for theCompany. The Company shall not waive recovery of such sum refundable to it unless approvedby shareholders as provided in the Act.
3.3.3. Remuneration to Non- Executive / Independent Director:
a) Remuneration / Commission:
The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Act.
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 Rs. 100000/- (Rupees One Lac Only) per meeting of the Board orCommittee or such amount as may be prescribed by the Central Government from time to time.
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 Act.
4.1 The Committee shall consist of a minimum 3 non-executive directors majority ofthem being independent.
4.2 Either two (2) members or one third (1/3) of the members of the committeewhichever is greater with at least one Independent Director shall constitute a quorum forthe Committee meeting.
4.3 Membership of the Committee shall be disclosed in the Annual Report.
4.4 Term of the Committee shall be continued unless terminated by the Board ofDirectors.
5.1 Chairperson of the Committee shall be an Independent Director.
5.2 Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.
5.3 In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.
5.4 Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.
6. FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at least once in a year.
7. COMMITTEE MEMBERS' INTERESTS
7.1 A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.
7.2 The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.
The Company Secretary of the Company shall act as Secretary of the Committee.
9.1 Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.
9.2 In the case of equality of votes the Chairman of the meeting will have a castingvote.
10. NOMINATION DUTIES
The duties of the Committee in relation to nomination matters include:
10.1 Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;
10.2 Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;
10.3 Identifying and recommending Directors who are to be put forward for retirement byrotation.
10.4 Determining the appropriate size diversity and composition of the Board;
10.5 Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;
10.6 Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;
10.7 Evaluating the performance of the Board members and Senior Management in thecontext of the Company's performance from business and compliance perspective;
10.8 Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.
10.9 Delegating any of its powers to one or more of its members or the Secretary of theCommittee;
10.10 Recommend any necessary changes to the Board; and
10.11 Considering any other matters as may be requested by the Board.
11. REMUNERATION DUTIES
The duties of the Committee in relation to remuneration matters include:
11.1 to consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.
11.2 to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.
11.3 to delegate any of its powers to one or more of its members or the Secretary ofthe Committee.
11.4 to consider any other matters as may be requested by the Board.
11.5 Professional indemnity and liability insurance for Directors and seniormanagement.
12. MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.
| ||For BF Investment Limited |
|Place : Pune ||J. G. Patwardhan |
|Date : 1st April 2019 ||CEO & CFO |