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G V Films Ltd.

BSE: 523277 Sector: Media
NSE: N.A. ISIN Code: INE395B01048
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NSE 05:30 | 01 Jan G V Films Ltd
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VOLUME 117375
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Mkt Cap.(Rs cr) 45
Buy Price 0.49
Buy Qty 10615.00
Sell Price 0.49
Sell Qty 1500.00
OPEN 0.50
CLOSE 0.49
VOLUME 117375
52-Week high 0.97
52-Week low 0.42
P/E
Mkt Cap.(Rs cr) 45
Buy Price 0.49
Buy Qty 10615.00
Sell Price 0.49
Sell Qty 1500.00

G V Films Ltd. (GVFILMS) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 27th Annual Report togetherwith Audited Statement of Accounts for the year ended 31th March 2016.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the year ended 31.03.2016 ascompared with the previous year are as follows:

(Rs. in Lacs)

PARTICULARS For the year ended 31.03.2016 For the year ended 31.03.2015
Net Turn Over 352.76 602.41
Profit before Interest Depreciation & Tax (639.84) (375.58)
Less: Finance costs 43.65 40.39
Profit/(Loss) before Depreciation & Tax (683.49) (415.97)
Less: Depreciation & Amortization expenses 12.40 14.02
Profit/(Loss) before Taxation (695.89) (429.99)
Less: Provision for Taxation - Current Tax& Deferred Tax Nil Nil
Profit/(Loss) after Tax (695.89) (429.99)
Balance brought forward (42 402.83) (41 972.84)
Provision for Dividend and Dividend tax Nil Nil
Transfer from General Reserve/Capital reduction Adjustment (41485.29) Nil
Balance carried forward to next year (1613.44) (42 402.83)

Management of the Company under the direction of your Board of Directors continued toachieve the targets of cutting down the cost of operations.

2. PERFORMANCE REVIEW

During the year of operation your Company has achieved a net turnover of Rs. 352.76lacs as against the previous year net turnover of Rs.602.41 lacs. The Company has posteda net loss of Rs.695.89 lacs as against loss of Rs.429.99 lacs in the previous year.

3. DIVIDEND

In view of the accumulated losses your Directors regret their inability to declare anydividend.

4. SHARE CAPITAL

The paid up Equity Share capital of the Company has been reduced from Rs. 368.62 Croresto Rs. 36.86 Crores by way of reduction of the face value of the Equity Shares fromRs.10/- per Equity Share to Re. 1/- per Equity Share as approved by the Hon'ble BombayHigh Court Mumbai vide order dated 10th April 2015. From 19th June2015 the new shares were traded at BSE.

5. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Audited Financial Statements of the Company have been prepared inaccordance with the applicable Accounting Standards issued by the Institute of CharteredAccountants of India and forms part of the Annual Report.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Balance Sheet reflect the changes due to reduction of capital as the accumulatedlosses were written off/ adjusted against the said reduction

7. SUBSIDIARY COMPANY

In accordance with the proviso to sub section (3) of Section 129 of the Companies Act2013 (Act) the salient features of the financial Statement of the subsidiary Company G VStudio City Limited are set out in the prescribed form A O C -1 which forms part of theAnnual Report. The said financial statements shall also be kept for inspection of Membersat the Registered Office of the Company. The Company will provide free of cost a copy ofthe financial Statement in respect of its subsidiary to any Member of the Company uponreceipt of a request for the same.

8. BUSINESS OUTLOOK OF THE SUBSIDIARY

The Company's wholly owned subsidiary Company GV Studio City Limited is into thebusiness of providing the blends of Miniplex and food court leisure and entertainmentexperience at the affordable prices.

9. DIRECTORS

a. INDUCTIONS

On 12-2-2016 Mr. Ishari Kadhirvelan Ganesh was appionted as Chairman of the Board.During the year pursuant to the provisions of Section 161(1) of the Companies Act 2013(the "Act") and the Articles of Association of the Company the Board ofDirectors of the Company based on the recommendation of the Nomination and Remunerationcommittee appointed Mr.G.Nagamal Reddy Mr.N.K.Rajendiran Mr.T.Pichandi as additionalDirectors (Independent).They shall hold office upto the date of the ensuing Annual GeneralMeeting.

A declaration of Independence in compliance with Section 149(6) of the Companies Act2013 has been taken on record from all the independent directors of the Company

A Notice along with requisite deposit has been received from a member proposing thecandidature of above as Independent Directors of the Company Further Dr. Isari GaneshArthiresigned as an independent Director in view of the specific provisions of theCompanies Act 2013 and LODR from board w.e.f. 23rdJune 2016. Considering herExperience and knowledge the board decided to appoint her as a director liable to retireby rotation at the ensuing annual general meeting of the Company.

A Notice along with requisite deposit has been received from a member proposing thecandidature of above as Director of the Company

b. Retirement and Re-appointments Pursuant to the provisions of Section 152 of the Actand the Articles of Association of the Company Dr. Ishari Kadhirvelan Ganesh retires byrotation at the ensuing Annual General Meeting of the Company and being eligible offershimself for reappointment.

The Board recommends the aforesaid appointment/ re appointment of the Directors. Briefprofile of the respective Directors is annexed to the Notice convening the ensuing AnnualGeneral Meeting.

During the year under review Mr. Sudhakar Mallapa Shetty Mr. Sushil Shrinivas ShettyMr. Sushant Srinivas Shetty Mr. Dinesh Mohan Naik and Mr. Shivkumar Bhanupratap Singhresigned from the board w.e.f 12.04.2016. Further Ms. Deepthi Chanduru and Mr. IsariGanesh Arthi resigned from the board w.e.f. 23rd June 2016.

10. MEETINGS OF THE BOARD

The meetings of the Board are scheduled at regular intervals to decide and discuss onbusiness performance policies strategies and other matters of significance. The scheduleof the meetings are circulated in advance to ensure proper planning and effectiveparticipation in meetings. Detailed information regarding the meetings of the Board areincluded in the report on Corporate Governance which forms part of the Board's Report.

11. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel have been retained and continuing.

12. FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with generally acceptedaccounting principles in India (Indian GAAP). These financial statements comply in allmaterial respects with the Accounting Standards notified under section 133 of theCompanies Act 2013 ("the Act") read together with paragraph 7 of the Companies(Accounts) Rules 2014 to reflect the financial position and results of operations of GVFilms Ltd together with its subsidiary. The financial statements of Financial Year 2015 -2016 together with Auditor's Report forms part of this Annual Report.

13. AUDIT OBSERVATIONS

The observations and comments given in the Auditors' Report read together with notes toaccounts are selfexplanatory and do not call for any further information and explanationunder Section 134(3)(f) of the Companies Act 2013.

14. RISK MANAGEMENT

The audit committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis.

15. AUDITORS

Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framedthereafter M/s. R. Ravindran & Associates Chartered Accountants were appointed asstatutory auditors of the Company from the conclusion of 25th Annual GeneralMeeting held on 30th September 2014 till the conclusion of 28th AGMto be held in the year 2017 subject to ratification of their appointment at every AGM.The Directors recommend ratification of their appointment.

16. ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary socialresponsibilities. Accordingly the Company places great emphasis on compliance withpollution control norms.

17. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 during the year ended 31st March 2016.

18. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company recognizes its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination.

Pursuant to Section 22 of the sexual Harassment of women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said Act has confirmed that no Complaint / case has been filed / pending withthe Company during the year.

19. STATUTORY COMPLIANCES

Your Company has complied with all the rules and regulations which are stipulated onthe corporate sectors time to time by various Statutory Authorities.

20. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith and formspart of Directors' Report

21. CORPORATE GOVERNANCE

We strive to maintain high standards of Corporate Governance in all our interactionswith our stakeholders. The Company has conformed to the Corporate Governance code asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. A separate section on Corporate Governance along with a certificate from theauditors confirming the level of compliance is attached and forms part of the Board'sReport.

22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications independence and other matters as provided undersub-section (3) of Section 178 of the Companies Act 2013 is appended in Annexure A to theBoard's Report.

23. BOARD COMMITTEES

During the period under review the Board of Directors have reconstituted all thecommittees to comply the provisions of the companies act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR).

The details of Boards Committees - the Audit Committee the Nomination and RemunerationCommittee and the Stakeholders Relationship Committee have been disclosed separately inthe Corporate Governance Report which is annexed to and forms part of this annual report.

Accordingly the Company has now Audit Committee Stakeholder Relationship committee andNomination & Remuneration Committee constituted in accordance with provisions of LODR.The details of members of these Committees are stated in Corporate Governance Reportannexed to this Annual Report separately.

24. SECRETARIAL AUDIT REPORT

The Secretarial Auditor has issued the Secretarial Audit Report for the financial year2015-16 pursuant to Section 204 of the Companies Act 2013 which is annexed to DirectorsReport (Refer Annexure B). The Secretarial Audit report for the year under review does notcontain any qualification reservation or adverse remarks.

25. INTERNAL CONTROL SYSTEMS

The Company has laid down certain guidelines processes and structure which enablesimplementation of appropriate internal financial controls across the organisation. Suchinternal financial controls encompass policies and procedures adopted by the Company forensuring the orderly and efficient conduct of business including adherence to itspolicies safeguarding of its assets prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information. Appropriate review and control mechanisms are built in place toensure that such control systems are adequate and are operating effectively.

The Company has in all material respects an adequate internal financial controlssystem and such internal financial controls were operating effectively based on theinternal control criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Controls OverFinancial Reporting issued by The Institute of Chartered Accountants of India.

The Audit Committee reviews the reports submitted by the Internal Auditors and monitorsfollow-up and corrective action by Management.

26. BOARD EVALUATION

Your Company believes in striving and excelling through effective and efficient Boardmonitoring. As required under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 an evaluation of all the directors the Boardas a whole and its committees was conducted based on the criteria and framework adopted bythe Board.

27. RELATED PARTY TRANSACTION

There were no related party transaction during the year under review other than thosedisclosed in relevant notes and accounts.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

This provision of the Companies Act 2013 is not applicable for your Company

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy/ Vigil Mechanisim wherebyemployees and other stakeholders can report matters such as generic grievancescorruption misconduct illegality and wastage/misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and alsoprovides direct access to the Chairman of the Audit Committee.

30. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

During the year under review the Company had not given any loan and guarantee madeany investment or provided any security pursuant to provisions of the Companies Act 2013.

31. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy on appointment and Remuneration of DirectorsKey Managerial Personnel and Senior Management Personnel is disclosed in Annexure - A.

32. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 read with applicable Rules madethereunder extract of the Annual Return is annexed to this report as Annexure C.

STATUTORY DISCLOSURES

33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO.

The Company does not have any activity relating to Conservation of energy andtechnology absorption. However Company has taken necessary steps for conservation ofenergy in its day to day energy consumption.

The Company does not have any foreign exchange inflow and outgo during the year.

34. DIRECTORS' RESPONSIBILITY STATEMENT

a. pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors submit thatin the preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any has beenfurnished;

b. the directors have 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 affairs of the Company at the end of the financial year 31stMarch 2016 and of the profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

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

Explanation- For the purpose of this clause the term "internal financialcontrols" means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

35. PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing Remuneration as prescribed in terms ofsub-section 12 of section 197 of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules.

36. HUMAN RESOURCE & INDUSTRIAL RELATIONS Industrial Relations were harmoniousthroughout the year. The Board wishes to place on record their sincere appreciation to theco-operation extended by all employees in maintaining cordial relations and theircommitment towards the growth of the Company.

37. ACKNOWLEDGEMENT

Your Directors would like to express their sincere gratitude for the continued supportand co-operation extended by Shareholders Banks Government Departments and valuedcustomers and employees who have contributed to the Company.

For and on Behalf of the Board of
Place : Chennai Directors of
Date : 01.07. 2016 GV Films Ltd
Sd/-
Balakumar Vethagiri Giri
Managing Director
DIN: 01735497

Annexure A

ANNEXURE A TO DIRECTOR'S REPORT NOMINATION AND REMUNERATION POLICY

1. BACKGROUND

The Nomination and Remuneration Policy was formulated by the Nomination andRemuneration Committee and approved by the Board of Directors in accordance with therequirement of Section 178 of the Companies Act 2013 and LODR.

2. DEFINITIONS AND INTERPRETATIONS

2.1 Unless the context requires otherwise capitalized terms used in this Policy shallhave the following meanings:

"Act" means the Companies Act 2013 and any modifications thereto oramendments thereof. "Board" means the collective body of the Directors of theCompany.

"Committee" means the Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board from time to time in accordance with theapplicable provisions of the Companies Act 2013 and the Listing Agreement.

"Company" means GV FILMS Limited. "Director" means a Director ofthe Company. "Independent Director" means Director appointed in accordance withSection 149(6) of the Companies Act 2013 Clause 49 of the Listing Agreement and LODR.

"Key Managerial Personnel" or "KMP" means

(i) the Chief Executive Officer or the Managing Director or the Manager;

(ii) the Whole-time director;

(iii) the Chief Financial Officer;

(iv) the Company Secretary; and

(v) such other officer as may be prescribed under the applicable law.

"Listing Agreement" shall mean the Listing Agreement executed between theCompany and the relevant stock exchange(s) as amended from time to time;

"Other Employees" means all the employees other than the Directors KMPs andthe Senior Management Personnel.

"Senior Management Personnel" or "Senior Management" means thepersonnel of the Company who are members of its core management team excluding Boardcomprising of all members of management one level below the Managing Director includingthe functional heads.

2.2. Unless the context otherwise requires words and expressions used in this Policyand not defined herein but defined in the Act or the Rules made thereunder (as may beamended from time to time) or the Listing Agreement shall have the meaning respectivelyassigned to them in the Act the Rules made thereunder or the Listing Agreement as thecase may be.

2.3 All requirements under all applicable laws (including but not limited to the Actand the Rules made thereunder the Listing Agreement and the directions issued by theSecurities Exchange Board of India) with respect to the nomination and remunerationcommittee are deemed to have been incorporated herein.

3. OBJECTIVE

The key objective of this policy is to provide a framework that allows for competitiveand fair rewards for the achievement of key deliverables and also aligns with practice inthe industry and shareholders' expectations.

3.1 The objectives of the Policy include the following:

3.1.1 To guide the company in identifying and/or evaluating persons who are qualifiedto become directors KMP and Senior Management personnel after taking into account thequalifications positive attributes and independence and recommend to the Board theirappointment/removal.

3.1.2 To determine that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run thecompany successfully and recommend to the Board a policy relating to the remuneration ofthe directors KMP and other employees;

3.1.3 That correlation of remuneration to performance is clear and meets appropriateperformance benchmarks;

3.1.4 That remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

4. MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE

4.1 The Committee shall inter alia:

4.1.1 Make recommendations to the Board with respect to remuneration for ManagingDirector(s) and remuneration to nonexecutive Director(s)/Independent Directors.

4.1.2 Identify persons who are qualified to become Director(s) and KMP.

4.1.3 Recommend to the Board appointment / removal of Director(s) and KMP of theCompany and carry out evaluation of every Director's performance.

4.1.4 Formulate criteria for determining qualification positive attributes andindependence of Directors.

4.1.5 Review the performance of Managing Director at the time of re-appointment.

4.1.6 Annually review the duties and performance of the chairman of the Board andrecommend the process to the Board for his election.

4.1.7 Assist the Board in the establishment and implementation of an appropriateperformance evaluation / self-assessment process for the members of the Board and itscommittees.

4.1.8 Perform review and evaluation of the performance of the member of the Board andthe committee members at least annually.

4.1.9 Periodically review the composition and duties of the Company's permanentcommittees and recommend any changes in these committees to the Board.

4.1.10 Formulate a criteria for evaluation of Independent Director(s) and the Board.

4.1.11 Devise a policy on Board diversity.

4.1.12 Carry out any other responsibilities and duties delegated to it by the Boardfrom time to time.

5. POLICY AND CRITERIA FOR IDENTIFICATION APPOINTMENT TENURE EVALUATION RETIREMENTAND REMOVAL OF DIRECTORS AND KMP

5.1 Identification and Appointment criteria and qualifications of Directors/KMPs

5.1.1 Directors

5.1.2 Any person who in the opinion of the Board is not disqualified to become aDirector under Section 164 of the Companies Act 2013 and who in the opinion of theBoard possesses the ability integrity and relevant expertise and experience can beappointed as Director of the Company.

5.1.3 The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director (including IndependentDirectors) KMP Senior Management personnel and employees and recommend to the Board his/her appointment.

5.1.4 Such person should possess adequate qualification expertise and experience forthe position he/she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person issufficient/satisfactory for the concerned person.

5.1.5 The Company may also appoint or continue the employment of any person as aManaging Director or a Whole-time Director who has attained the age of seventy five years.Provided that the term of the person holding this position may be extended beyond the ageof seventy five years with the approval of shareholders by passing a special resolutionsubject to the provisions of Section 196 read with Rule 3 of the Companies (Appointmentand Remuneration Personnel) Rules 2014 and Schedule (V) of the Companies Act 2013.

5.2 Independent Directors

For appointing any person as an Independent Director he/she should possessqualifications as mentioned in the Act and the Rules made thereunder (including but notlimited to Section 149 of the Act and Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014); and (B) the Listing Agreement.

6. TERM / TENURE:

6.1 Managing Director/ Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director orWhole-time 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.

6.2 Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board and will be eligible for re-appointment on passing of a special resolution bythe Company and disclosure of such appointment in the Board's report.

6.3 Subject to the provisions of Section 152(2) of the Companies Act 2013 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.

6.4 If a person has already served as an Independent Director for 5 (five) years ormore in the Company as on 1st October 2014 he / she shall be eligible for appointment foronly one more term of 5 (five) years.

At the time of appointment of Directors (including Independent Directors) the Committeeshould ensure that the persons proposed to be appointed as Directors (includingIndependent Directors) do not exceed the maximum number of directorships a person can holdas per applicable laws.

7. Evaluation:

7.1 The Committee shall carry out evaluation of performance of every Director or KMP atsuch intervals as it may determine but at least once a year.

7.2 Evaluation of Directors:

In terms of Section 149 of the Act read with Schedule IV of the said Act and ListingAgreement the Independent Directors shall at its separate meeting without the attendanceof nonindependent directors and members of management and review the performance ofnonindependent Directors based on the parameters that are considered relevant by theIndependent Directors.

7.3 The Board as a whole shall evaluate the performance of Independent Directors.During such evaluation the Director being evaluated shall be excluded from the meeting.

7.4 Evaluation of KMP and Senior Management Personnel Criteria for evaluatingperformance of KMP (other than Directors) has been delegated to the Managing Director. Theevaluation performance of Senior Management and Employees shall be delegated to thePersonnel Department of the Company.

8. Removal

8.1 Subject to the provisions of applicable laws the

Committee may recommend to the Board with reasons recorded in writing removal of aDirector or KMP.

8.2 Removal of Senior Management Personnel and Other Employees has been delegated tothe Managing Director.

9. POLICY RELATING TO THE REMUNERATION FOR THE DIRECTOR AND KMP

9.1 The remuneration/ compensation/ commission etc. to Directors (including ManagingDirector/ Whole-time Director) and their remuneration will be determined by the Committeeand recommended to the Board for approval. The remuneration/compensation/ commission etc.shall be subject to the approval of the shareholders of the Company and CentralGovernment wherever required.

9.2 The remuneration and commission to be paid to Directors shall be as per thestatutory provisions of the Act and the rules made thereunder for the time being inforce.

9.3 Increments to the existing remuneration/ compensation structure payable toDirectors may be recommended by the Committee to the Board which should be approved by theshareholders and where the range of remuneration has been approved the remunerationshould be within such range or slabs.

9.4 Where any insurance is taken by the Company on behalf of its Directors and SeniorManagement Personnel for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

9.5 Remuneration to Directors (other than Independent Directors):

9.5.1 Fixed pay:

9.5.1.1Directors (excluding Independent Directors) shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Act and the rules made thereunder for thetime being in force and subject to approval of the Central Government if salary payable isnot within limits prescribed.

9.5.1.2 The break-up of the pay scale and quantum of perquisites including employer'scontribution to Provident Fund pension scheme medical expenses club fees etc. shall bedecided and approved by the Board on the recommendation of the Committee and approved bythe shareholders and Central Government wherever required.

9.5.1.3 KMPs (other than Directors) Senior Management Personnel and employees shall beeligible to monthly remuneration and quantum of perquisite including employer'scontribution to Provident Fund pension scheme medical expenses etc. as per internalguidelines of the Company.

9.5.1.4 Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Directors (excluding Independent Directors) inaccordance with the provisions of Schedule V of the Act and if it is not able to complywith such provisions with the prior approval of the Central Government.

10. Remuneration to Independent Director:

10.1 Remuneration/ Commission:

The remuneration/ commission shall be in accordance with the statutory provisions ofthe Act and the rules made thereunder for the time being in force.

10.2Sitting Fees:

The Non-Executive/ Independent Director may receive remuneration by way of fees forattending meetings of Board or its committee. Provided that the amount of such fees shallnot exceed the maximum amount as provided in the Act per meeting of the Board orCommittee or such amount as may be prescribed by the Central Government from time to time.

10.3 Remuneration to Senior Management Personnel: The remuneration payable to SeniorManagement Personnel shall be determined in accordance with internal guidelines of theCompany.

11. DISCLOSURE OF INFORMATION

Disclosures required under applicable laws and accounting standards regarding theremuneration paid by the Company shall be made in the financial statements of the Company.

12. AMENDMENT

Any change in this Policy shall on recommendation of the Committee be approved by theBoard of the Company. The Board shall have the right to withdraw and / or amend any partof this Policy or the entire Policy at any time as it deems fit or from time to timeand the decision of the Board in this respect shall be final and binding.