TO THE MEMBERS
Your Directors have pleasure in presenting the 13th Annual Report of the Company andthe Annual Accounts for the year ended 31st March 2017.
(Rs. in Lacs)
|Financial Results ||2017 ||2016 |
|Net Sales/Income from operation (Net of Excise Duty) ||61673.14 ||66997.01 |
|Other Income ||111.22 ||353.41 |
|Profit before Interest Depreciation and Tax ||5344.88 ||6841.79 |
|Less: Finance Cost ||628.27 ||704.15 |
|Profit before Depreciation & Tax ||4716.61 ||6137.64 |
|Less: Depreciation (including amortization) ||1685.09 ||1755.23 |
|Profit Before Tax ||3031.52 ||4382.41 |
|Tax Expenses ||321.27 ||224.10 |
|Profit After Tax ||2710.25 ||4158.30 |
OPERATIONAL REVIEW & STATE OF THE COMPANY'S AFFAIRS
Net sales for the year were lower by 8.63% over the previous financial year. Profitbefore Depreciation Interest and Taxation (PBDIT) stood at ' 5344.88 Lakh (previous year6841.78 Lakh). With depreciation (including amortisation) of Rs. 1685.09 Lakh (previousyear ' 1755.23 Lakh) and finance cost Rs. 628.27 Lakh (previous year 704.15 Lakh) ProfitBefore Tax and Profit after Tax stood at Rs. 3031.52 Lakh and ' 2710.25 Lakhrepectively. Earnings per Share (EPS) is ' 3.33 for the Financial Year ended March 312017.
There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2016-17 and the date ofthis Report. We engage with our potential customers and try to integrate their insightsinto our products. We provide value and quality for the discerning customer.
In view of conserving resources of the Company for future plan and to strengthen itsfund and liquid position Directors are unable to recommend any dividend.
TRANSFER TO RESERVE
Your Company has earned a total profit after tax of ' 2710.25/- lakh which has beentransferred to General Reserve for the purpose of future expansions and acquisitions orother purposes.
DIRECTORS' RESPOSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
b. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 and ofthe profit or loss of the Company for the year under review.
c. The directors have 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 have 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 operatingeffectively.
f. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
As required by Regulation 34 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Corporate Governance Report ManagementDiscussion and Analysis and the Auditor's Certificate regarding compliance of conditionsof Corporate Governance form part of the Annual Report.
Your Company is fully compliant with the Corporate Governance guidelines as laid outin Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. All the Directors (and also the members of the Senior Management) have affirmed inwriting their compliance with and adherence to the Code of Conduct adopted by the Company.LISTING INFORMATION The Equity Shares in the Company are in dematerialized form and islisted with Bombay Stock Exchange Limited and National Stock Exchange of India Limited.The Listing Fee has been paid to the Stock Exchanges for the year 2017-18. The ISIN No. ofthe Company is INE297H01019.
Fitch India Ratings (hereinafter referred to as "Fitch") has affirmed gradeA- for credit rating of Term Loan and Grade A2 for working capital facilities.
The Company has not accepted any deposit within the meaning of Chapter V of theCompanies Act 2013 and the Rules framed there under.
AUDITORS & AUDITORS' REPORT M/s. A. K. Meharia & Associates CharteredAccountants Firm Registration No. 324666E were appointed as Auditors at the Tenth AnnualGeneral Meeting (AGM) of the Company held on 9th September 2014 for a term of 3 years tohold office till the conclusion of the Thirteenth AGM. In terms of the provisions of theCompanies Act 2013 read with Rules made thereunder no listed Company shall appoint anaudit firm as Auditor for more than two consecutive terms of five years each and an auditfirm which has completed its term shall not be eligible for reappointment as auditor inthe same company. In view of the above the term of M/s. A. K. Meharia & Associates asAuditors will come to an end at the conclusion of the 13th AGM. The Board of Directorsbased on the recommendation of the Audit Committee have proposed the appointment of M/s.ALPS & CO. Chartered Accountants (Firm Registration Number 313132E) 310 TodiChambers 2 Lalbazar Street Kolkata - 700001 West Bengal as the Statutory Auditors ofthe Company in place of M/s. A. K. Meharia & Associates to hold office from theconclusion of the ensuing AGM till the conclusion of the 18th AGM subject to ratificationof their appointment at every AGM if so required under the Act. M/s. ALPS & CO.Chartered Accountants have consented to act as Auditors if appointed and have alsoconfirmed that their appointment will be in accordance with Section 139 read with Section141 of the Act.
The notes on accounts referred to the Auditors' Report are self-explanatory andtherefore do not call for any further explanation.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND
The information required under section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-I to thisDirectors' report.
M/s. U. Tiwari & Associates Cost Accountants were appointed with the approval ofthe Central Government to carry out the cost audit in respect of the Company for thefinancial year 2016-17. Based on the recommendation of the Audit Committee M/s. U. Tiwari& Associates Cost Accountants being eligible have also been appointed by the Board asthe Cost Auditors for the financial year 2017-18.
FINANCE AND ACCOUNTS DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIALSTATEMENTS
Tight control was kept over the finances of your Company. Your Company could reduce itsfinance cost through judicious working capital management and operational efficiencies.Your Company remains focused to reduce its borrowings. Your Company met its financialcommitments in servicing debt and repayment thereof in a timely manner. Capitalexpenditure programme was fully met.
Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below:
Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014. These are in accordancewith generally accepted accounting principles in India.
Your Company has a robust financial closure selfcertification mechanism wherein theline managers certify adherence to various accounting policies accounting hygiene andaccuracy of provisions and other estimates.
PERSONNEL INDUSTRIAL RELATIONS AND MARKETING EMPLOYEE RELATIONS
Your Company believes in a system of Human Resource Management which rewards meritbased performance and playing an active role in improving employee skills. Actions duringthe year under review were supportive of this policy.
One of your Company's key strengths is its people. Relations with employees remainedcordial and satisfactory. Your Board would like to place on record its appreciation ofemployees for their contributions to the business.
Your Company believes in a system of Human Resource Management which rewards meritbased performance and playing an active role in improving employee skills. The details ofthe ratio of the remuneration of each Director to the median employee's remuneration andother particulars and details of employees in terms of Section 197(12) read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms apart of this Report. The details of the employee's remuneration as required under the saidsection and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and areavailable at the Registered Office of the Company during working hours before the AnnualGeneral Meeting and shall be made available to any Member on request.
BOARD OF DIRECTORS AND SENIOR EXECUTIVE In terms of Sections 149 152 Schedule IV andother applicable provisions if any of the Companies Act 2013 read with Companies(Appointment and Qualification of Directors) Rules 2014 the Independent Directors canhold office for a term of up to five (5) consecutive years on the Board of Directors ofyour Company and are not liable to retire by rotation.
The Board of Directors comprises of Eight Directors of which four are IndependentDirectors. In terms Section 152 of the Companies Act 2013 Mr. Dinesh Kumar RaghubirAgarwal (DIN: 01017125) liable to retire by rotation at the ensuing Annual General Meetingand eligible for re-election.
All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities under legislative enactments are adequately insured.
APPOINTMENT OF MRS. RITU AGARWAL WIFE OF MR. SANDIP KUMAR AGARWAL (CFO) AS MARKETINGEXECUTIVE EFFECTIVE FROM JANUARY 01 2017
Pursuant to the provisions of Section 188 of the Companies Act 2013 Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and in accordance with the recommendation of the Audit Committee and Nomination &Remuneration Committee of the Board Board of Directors have appointed Mrs. Ritu Agarwalwife of Mr. Sandip Kumar Agarwal Chief Finance Officer as the Marketing Executiveeffective from January 01 2017. Remuneration is at the rate of Rs. 50000/- (Rupees FiftyThousands only) per month from 1st day of January 2017. However the salary and incrementas above may be modified or altered by the Managing Director considering work loadresponsibilities expertise and other factors subject to compliance with the requisiteprovisions of the Companies Act 2013 and Rules made thereunder and other applicable laws.
However in case the salary payable to Mrs. Ritu Agarwal exceeds Rs. 250000 permonth it shall be approved by the shareholders of the Company as per Section 188 of theCompanies Act 2013 and Rules made thereunder. Mrs. Ritu Agarwal can use of car forCompany's business telephone and other communication facilities at residence/ otherplaces reimbursement of travelling entertainment and all other expenses for the purposeof business incurred by her shall not be treated as perquisites. No commission shall bepaid to her. She will be entitled to gratuity and encashment of leave as per rules of theCompany. Perquisites and Allowances shall be evaluated as per Income Tax Rules whereverapplicable. In the absence of any such rules perquisites and allowances shall beevaluated at actual cost. APPOINTMENT OF MR. AKASH AGARWAL SON OF MR. DINESH KUMARRAGHUBIR AGARWAL (WHOLE-TIME DIRECTOR) AS A SENIOR EXECUTIVE (MARKETING) Pursuant to theprovisions of Section 188 of the Companies Act 2013 Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and inaccordance with the recommendation of the Audit Committee and Nomination &Remuneration Committee of the Board Board of Directors have appointed Mr. Akash AgarwalSon of Mr. Dinesh Kumar Raghubir Agarwal Whole-time Director as the Senior Executive(Marketing) effective from June 01 2017. Remuneration is at the rate of Rs.
2.00. 000/- (Rupees Two Lakhs only) per month from 1st day of June 2017. Remunerationapproved by the Board is as under:
Salary:-At the rate of Rs. 200000/- (Rupees Two Lakhs only) per month from 1st June2017 in the scale of Rs. 2.00. 000/--5000/-225000/- with provision for annual incrementof Rs. 5000/- from the beginning of the Financial Year i. e. 01.04.2018.
Perquisites: - He will be entitled to reimbursement of medical expenses and leavetravel concession for self and family club fees & premium for medical/accidentalinsurance subject to maximum amount not exceeding Rs. 300000/- in a financial year. Forthe purpose of calculating the ceiling the perquisites shall be evaluated as per IncomeTax Rules 1961.
Others:- Use of car for Company's business telephone and other communicationfacilities at residence/ other places reimbursement of travelling entertainment and allother expenses for the purpose of business incurred by him shall not be treated asperquisites.
Commission: - No commission shall be paid.
Minimum Remuneration:- The above salary will be payable to Mr. Akash Agarwal even incase of loss or inadequacy of profits in respect of any financial year during his tenureof office in compliance with the Companies Act 2013.
Sitting Fees: Mr. Akash Agarwal (not being Director) shall not be paid any sitting feesfor attending the meetings of the Board of Directors or Committees thereof (If hisattendance is required).
Gratuity and encashment of leave: He will be entitled to gratuity and encashment ofleave as per rules of the Company.
Perquisites and Allowances shall be evaluated as per Income Tax Rules whereverapplicable. In the absence of any such rules perquisites and allowances shall beevaluated at actual cost.
However in case the salary payable to Mr. Akash Agarwal exceeds Rs. 250000 permonth it shall be approved by the shareholders of the Company as per Section 188 of theCompanies Act 2013 and Rules made thereunder. INTERNAL COMPLAINT REGARDING SEXUALHARRASSMENT
There were no cases of sexual harassment of woman at work place. Also there are noinstances of child labour/ forced labour/ involuntary labour and discriminatory employmentduring the year.
The paid up Equity Share Capital as at March 31 2017 was Rs. 81.32 Crores comprisingof 81322324 equity shares of Rs. 10 each. During the year under review your Companyhas not issued any shares with differential voting rights nor has granted any stockoptions or sweat equity. As on March 31 2017 none of the Directors of the Company holdinstruments convertible into equity shares of the Company.
REVIEW OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
Pursuant to Section 129(3) of the Companies Act 2013 the consolidated financialstatements of the Company and its associate prepared in accordance with the relevantAccounting Standard specified under Section 133 of the Companies Act 2013 read with Rule7 of the Companies (Accounts) Rules 2014 form part of this Annual Report. Pursuant tothe provisions of said section a statement containing the salient features of thefinancial statements of the Company's subsidiaries associates and joint ventures in FormAOC-1 is given in this Annual Report. Further pursuant to the provisions of Section 136of the Companies Act 2013 the standalone and consolidated financial statements of theCompany along with relevant documents are available on the website of the Company www.gallantt.com . There are no material changes in thenature of the business of the Associate Company. Your Company has adopted a policy fordetermining material subsidiaries in terms of Regulation 16(1)(c) of the ListingRegulations. The policy as approved may be accessed on the Company's website at the link:www.gallantt.com /Gallantt Metal Limited/Policy on Material Subsidiary.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES ASSOCIATES AND JOINT VENTURESThere were no changes in the Financial Year 2016-17. OUTLOOK AND EXPANSION
The Government is implementing sweeping reforms in the agricultural manufacturing andservices sectors while putting emphasis on infrastructure creation and encouragingentrepreneurship. India is a large and growing consumer economy; both urban as well asrural markets offer a humongous growth potential. Rising aspirations growing disposableincome digital conveniences and supportive government policies have helped create anoverall macro environment of positivity. The Real Estate sector is showing more strengthand hence business improvement is on the upswing.
Your company plans to take the performance to the next level by modernizationinstalling high tech and time saving machinery and supportive systems improving qualityof work by employee training.
The expansion plan by further investment in installation of new capacities andtechnology upgradation and modern machinery for increasing the capacity of the existingUnits are being implemented. We believe that growing scale enhancing quality standardsand growing market reach will keep us ahead of the curve. During FY 2017-18 we will focuson Consolidate our market leadership across steel segment Expand our sales anddistribution increase market presence in steel segment Enhance Return on investment(ROI) through strategic business planning.
AWARD AND RECOGNITIONS
During the previous year Company has not received award or recognition.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees and investments u/s 186 of the Companies Act 2013is annexed herewith as Annexure-II.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report are annexed herewith as Annexure-III.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
Tenure of Mr. Prashant Jalan (DIN: 06619739) as a Whole-time Director (Director-PlantOperations) terminated on August 11 2016. At their meeting held on August 08 2016 Mr.Prashant Jalan (DIN: 06619739) has been reappointed as a Whole-time Director of theCompany for a period of three years on the terms and conditions as embodied in theAgreement entered into between the Company and Mr. Prashant Jalan. Mr. Prashant Jalanshall be liable to retire by rotation. Appointment of Mr. Prashant Jalan was also approvedby the shareholders of the Company at the last Annual General Meeting held on September26 2016.
NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2016-2017
The details of the number of Board and Audit Committee meetings of your Company are setout in the Corporate Governance Report which forms part of this Report.
DETAILS OF POLICIES
(i) Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Company's Remuneration Policy is available on the Company's websitewww.gallantt.com and the same is attached herewith as Annexure - IV
(ii) Corporate Social Responsibility Policy (CSR)
The Board has on the recommendation of the CSR Committee approved the CSR Policy. TheCompany's CSR Policy is available on the Company's website www. gallantt.com and the sameis attached herewith as Annexure- V Annual Report on CSR as required under Rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules 2014 is also attached herewithas Annexure-VI
(iii) Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the company has not identified any element ofrisk which may threaten the business (or) existence of the company.
(iv) Whistle Blower Policy - Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanismfor employees and directors of the Company to approach the Chairman of the Audit Committeeto ensure adequate safeguards against victimisation. This policy would help to create anenvironment wherein individuals feel free and secure to raise an alarm whenever anyfraudulent activity takes place or is likely to take place. It will also ensure thatcomplainant(s) are protected from retribution whether within or outside the organization.The Board has elected Mr. Rajesh Upadhyaya Company Secretary as the Whistle Officer underthe vigil mechanism policy.
The details of establishment of the Vigil Mechanism Policy is displayed on the websiteof the Company www. gallantt.com
Details of Audit Committee Nomination & Remuneration Committee Stakeholders'Relationship Committee and Corporate Social Responsibility Committee have been disclosedunder Corporate Governance Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARDALONG WITH REASONS
The same is not applicable as the Audit Committee's recommendations were accepted andimplemented by the Board.
Ms. Khusboo Goenka Practising Company Secretary having office address at 204 RamKrishna Samadhi Road 2nd Floor Kolkata - 700054 has tendered resignation as SecretarialAuditors of the Company. Mr. Anurag Fatehpuria (Practicing Company Secretary MembershipNo. is ACS 34471 and Certificate of Practice No. is 12855) having office address at 23/1Sita Nath Bose Lane Salkia Howrah-711101 West Bengal has been appointed SecretarialAuditors of the Company for conducting a secretarial audit of the company for thefinancial year 2016-17.
The Secretarial Audit Report received from the Secretarial Auditors is annexed to thisreport marked as Annexure - VII and forms part of this report.
PARTICULARS OF CONTRACTS/ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES
Related Party Transactions entered into during the year under review were on arm'slength basis and in the ordinary course of business for the operational and administrativebenefits of the Company. There were no contracts/arrangements/transactions with relatedparties which could be considered as material and which may have a potential conflict withthe interest of the Company at large. Accordingly no contracts/ arrangements/transactionsare being reported in Form AOC-2. Related Party Transactions during the Financial Yearending 31.03.2017 being arm's length transactions have been reported in the financialstatements and forms part of this report. The Audit Committee and the Board of Directorsof the Company have formulated the Policy on dealing with RPTs and a Policy on materialityof RPTs which is uploaded on the website of the Company and can be accessed through thewebsite of the Company www.gallantt.com
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
The Company had no subsidiary Company. Gallantt Ispat Limited is an Associate of theCompany in which Company has substantial shareholding. Gallantt Ispat Limited hasperformed well during the Financial Year 2016-17.
During the year Revenue from Operations stood at Rs. 42470.61 Lacs. Decrease in salesvolume of Gallantt Ispat Limited in comparison to the last financial year was only due tothe low demand specifically during the period starting from Demonetisation of CurrencyNotes. Standalone and Consolidated Net Profit of Gallantt Ispat stood at Rs. 4424.70 Lacsand Rs. 5743.38 Lacs respectively. Earnings per Share (EPS) stood at Rs. 15.68(standalone) and Rs. 20.34 (consolidated) for the Financial Year ended March 31 2017.
Pursuant to the provisions of Section 129(3) of the Act a statement containingperformance & salient features of the financial statements of Company's associate
Company in Form AOC-1 is attached as Annexure-VIII. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Act the details forming part of theextract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IX.
PARTICULARS OF EMPLOYEES
Particulars of Employees and Related disclosures
No employee of the Company is covered under the provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. List of top ten employees are given inthe annual report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under:
(a) ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year;
|Name ||Designation ||Ratio to median remuneration of employees |
|Chandra Prakash Agrawal ||Chairman & Managing Director ||6.91:1 |
|Dinesh kumar Raghubir Agarwal ||Whole-time Director ||6.91:1 |
|Prashant Jalan ||Director (Plant-Operation) ||2.37 : 1 |
|Nitin M Kandoi ||Non-executive Director ||N.A.* |
|Jyotirindra Nath Dey ||Independent Director ||N.A.* |
|Mayank Daga ||Independent Director (Appointed w.e.f. 08.08.2016) ||N.A.* |
|Prasant Kankrania ||Independent Director ||N.A.* |
|Richa Bhartiya ||Independent Director ||N.A.* |
* Except sitting fees no remuneration is paid to the Non-executive Directors.
(b) percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
|Name ||Designation ||% increase |
|Chandra Prakash Agrawal ||Chairman & Managing Director ||6.67 |
|Dinesh Kumar Raghubir Agarwal ||Whole-time Director ||6.67 |
|Prashant Jalan ||Director (Plant Operation) ||10 |
|Nitin M Kandoi ||Non-executive Director ||N.A.* |
|Jyotirindra Nath Dey ||Independent Director ||N.A.* |
|Mayank Daga ||Independent Director ||N.A.* |
|Prasant Kankrania ||(Appointed w.e.f. 08.08.2016) ||N.A.* |
|Richa Bhartiya ||Independent Director ||N.A.* |
|Sandip Kumar Agarwal ||Independent Director ||7.23 |
|Rajesh Upadhyaya ||Chief Financial Officer ||17.00 |
* Except sitting fees no remuneration is paid to the Non-executive Directors.
(c) percentage increase in the median remuneration of employees in the financial year;29.45%
(d) number of permanent employees on the rolls of company; 946
(e) explanation on the relationship between average increase in remuneration andcompany performance:
The profit before tax for the financial year ended March 31 2017 decreased by 30.82%and the profit after tax for the financial year ended March 31 2017 decreased by 34.82%whereas the increase in median remuneration is 29.45%. The average increase in medianremuneration is in line with the performance of the company.
(f) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;
The total remuneration of KMP increased by 8.85% whereas the profit before taxdecreased by 30.82% and the profit after tax decreased by 34.82%.
(g) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
4.63% (non-Managerial personnel) 24.30% (Managerial Personnel)
(h) comparison of remuneration of each of the Key Managerial Personnel against theperformance of the company;
|Name ||Designation ||% increase ||Comparison |
|Chandra Prakash Agrawal ||Chairman & Managing Director ||6.67 ||The profit before tax for the financial year ended March 31 2017 decreased by 30.82% and the profit after tax for the financial year ended March 31 2017 decreased by 34.82% whereas the increase in median remuneration is 29.45%. The average increase in median remuneration is in line with the performance of the company. |
|Dinesh kumar Raghubir Agarwal ||Whole-time Director ||6.67 || |
|Prashant Jalan ||Director (Plant Operation) ||10.00 || |
|Nitin M Kandoi ||Director Non-Executive Director ||NA || |
|Sandip Kumar Agarwal ||Chief Financial Officer ||7.23 || |
|Rajesh Upadhyaya ||Company Secretary ||17.00 || |
(i) the key parameters for any variable component of remuneration availed by thedirectors;
Company's financial results the performance of the business unit individualperformance skills and competence fulfillment of various improvement targets or theattainment of certain financial objectives.
(j) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year; 1:1.35 and 1:2.09
(k) We hereby affirm that the remuneration paid to the managerial and non-managerialpersonnel is as per the Remuneration Policy of the Company approved at the board meetingdated 30.05.2014. The Remuneration policy of the Company comprising the appointment andremuneration of the Directors Key Managerial Personnel and Senior Executives of theCompany including criteria for determining qualifications positive attributesindependence of a Director and other related matters has been provided in the Report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out theannual performance evaluation of the Directors individually as well as evaluation of theworking of the Board and of the Committees of the Board by way of individual andcollective feedback from Directors.
Pursuant to Para VII of Schedule IV of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a meeting of the IndependentDirectors of the Company was convened to perform the following:
Review the performance of non-independent directors and the Board as a whole;
Review the performance of the Chairperson of the Company taking into account the viewsof executive directors and nonexecutive directors;
Assess the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
Further the Nomination and Remuneration Committee also evaluated the performance ofall the directors of the Company.
The criteria for evaluation are briefly provided below: Role & Accountability
- Understanding the nature and role of Independent Directors' position.
- Understanding of risks associated with the business.
- Application of knowledge for rendering advice to management for resolution ofbusiness issues.
- Offer constructive challenge to management strategies and proposals.
- Active engagement with the management and attentiveness to progress of decisionstaken.
- Non-partisan appraisal of issues.
- Own recommendations given professionally without tending to majority or popularviews.
Leadership & Initiative
- Heading Board Sub-committees.
- Driving any function or identified initiative based on domain knowledge andexperience.
- Commitment to role & fiduciary responsibilities as a Board member.
- Attendance and active participation.
- Proactive strategic and lateral thinking. FAMILIARISATION PROGRAMME
Your Company follows a structured orientation and familiarization programme throughvarious reports/ codes/internal policies for all the Directors with a view to update themon the Company's policies and procedures on a regular basis.
Periodic presentations are made at the Board Meetings on business and performance longterm strategy initiatives and risks involved.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for members of the Board (incorporatingduties of Independent Directors) and the Senior Management. The Code aims at ensuringconsistent standards of conduct and ethical business practices across the Company. YourCompany has received confirmations from all concerned regarding their adherence to thesaid Code.
Pursuant to Regulation 17(5) of the Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. C. P. Agrawal Chairman& Managing Director confirmed compliance with the Code by all members of the Board andthe Senior Management.
The full text of the Code is hosted on the Company's website www.gallantt.com under theweblink: http:// goo.gl/8Tdjfh.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has adopted a Code of Conduct as per Securities and Exchange Board ofIndia (SEBI) (Prohibition of Insider Trading) Regulations 2015. All Directors DesignatedEmployees who could have access to the Unpublished Price Sensitive Information of theCompany are governed by the Code. During the year under review there has been duecompliance with SEBI (Prohibition of Insider Trading) Regulations 2015. Gallantt MetalLimited - Code for Fair Disclosure' are available on the Company's website www.gallantt . com under the weblink:gallantt.com/investorcorner/ Gallantt Metal Ltd./Code of conduct of insider trading. MATERIAL CHANGES ANDCOMMITMENTS There have been no material changes and commitments affecting the financialposition of the Company since the close of financial year i.e. since 31st March 2017 tillthe date of this Report. Further it is hereby confirmed that there has been no change inthe nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
As such there is no significant and material order by the regulator/court/tribunalsimpacting the going concern status and the Company's operation in future. DECLARATION OFINDEPENDENCE Your Company has received declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof Companies Act 2013 read with the Schedules and Rules issued thereunder as well asSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
c) There were no changes in the share capital or the nature of business or the KeyManagerial Personnel of the Company.
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this Annual Report.
The Board appreciates the commitment and dedication of its employees across all thelevels who have contributed to the growth and sustained success of the Company. We wouldlike to thank all our customers vendors bankers and other business associates for theircontinued support and encouragement during the year. We also thank the Government ofIndia Government of Uttar Pradesh and all Other Government Agencies for their supportduring the year and look forward to the same in the future.
| ||On behalf of the Board |
|Place: Kolkata ||C. P. Agrawal |
|Date: August 06 2017 ||Chairman |