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Gayatri Projects Ltd.

BSE: 532767 Sector: Infrastructure
NSE: GAYAPROJ ISIN Code: INE336H01023
BSE 00:00 | 01 Jun 14.19 0.67
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NSE 00:00 | 01 Jun 14.05 0.65
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OPEN 14.19
PREVIOUS CLOSE 13.52
VOLUME 8843
52-Week high 187.50
52-Week low 7.75
P/E 1.27
Mkt Cap.(Rs cr) 266
Buy Price 14.19
Buy Qty 35795.00
Sell Price 14.19
Sell Qty 5000.00
OPEN 14.19
CLOSE 13.52
VOLUME 8843
52-Week high 187.50
52-Week low 7.75
P/E 1.27
Mkt Cap.(Rs cr) 266
Buy Price 14.19
Buy Qty 35795.00
Sell Price 14.19
Sell Qty 5000.00

Gayatri Projects Ltd. (GAYAPROJ) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the Board's Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2019.

Financial Results (Standalone):

Rs. In Lakhs
Particulars 2018-19 2017-18
Revenue from Operations 346314.74 291231.24
Profit Before Interest Depreciation 54496.92 48713.94
Exceptional Items and Taxes
Less: Financial Cost 25127.50 25634.58
Profit before Depreciation Exceptional Items and Taxes 29369.42 23079.36
Less: Depreciation and Amortisation Expenses 6590.61 5467.06
Add : Other Income 791.39 642.46
Profit before Exceptional Items and Taxes 23570.20 18254.76
Less: Exceptional Items (Net) - -
Profit Before Tax 23570.20 18254.76
Provision for Tax 2493.32 (554.59)
Profit After Tax 21076.88 18809.35
Other Comprehensive income/(losses) for the Year (417.52) 325.81
Total comprehensive income for the year 20659.36 19135.16
Paid up Capital 3743.97 3743.97

Review of Operations:

The Operational Revenue during the year under review has increased to Rs.346314.74Lakhs as against Rs. in from Rs.291231.24 Lakhs in the previous year registering year onyear growth of 18.91%.The growth in revenue is driven by the strong order book ofRs.16316.20 crores as on 31st March 2019.

The Company PBT margins during the year have increased marginally to 6.81% as comparedto 6.27% in the previous year on the back of EBIDTA margin of around 16% . The Company hasshown a significant improvement in the balance sheet leverage (net) which is at 1.16 x andthe ROE and ROCE stands at almost 17%. EBITDA margins dropped slightly due to significanton site mobilisation ahead of actual revenue booking. The company expects the margins tonormalise around 16% levels from the next year.

The company's order book continues to grow at healthy rate and stood at 16316.2 croresas on 31st March 2019. The composition of works in order book are Roads: 70.97%Irrigation: 21.90% Industrial:

3.21% and Mining at 3.92%. The Company book to bill ratio is at 4.7x which shows a highgrowth visibility for the next 4-5 years .

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2019 and the date ofthis report.

Future Outlook:

The Indian economy continues to view Infrastructure as the key focal point. Severalinfrastructure reforms are expected to come in over the next 5 years. The last term of theNDA government was characterized by massive allocation of funds to the infrastructuresector year after year in the Union Budgets. FY20 is expected to continue on thattrajectory especially as the BJP's manifesto promised to invest Rs.100 trillion ininfrastructure across the next five years. The roads & highways segment ofInfrastructure has been historically the biggest beneficiary of the investment thrustwithin the entire sector. The Ministry of Infrastructure & Transport guided by ShriNitin Gadkari has made several in-roads into developing the rural landscape & bordertowns over the past 5 years. One of the key developments was the introduction of theBharatmala Project the second largest highways construction project in the country sinceNHDP where almost 50000 km of roads were targeted to be built across the country. Thetotal investment for this ambitious project was estimated at INR 5.35 trillion.

The NHAI has built over 3000 kms of roads every year for the last 2 years providingmajor support to India's road network. In the second phase of the Bharatmala Project theGovernment Ministry of Infrastructure & Transport and the NHAI aim to focus onbuilding expressways which allow uninterrupted traffic flow. Under the second phase ofBharatmala the government has proposed to build nearly 3000 kms of expressways in India.Even still only 24% of India's national highways are four-lane leaving immense scope forfurther development.

Yours Company prefers to work largely with government entities & currently commandsthe largest share of the NHAI's EPC projects. The company has a strong execution trackrecord having completed more than 6850 lane km of road construction over the last 25years.

The present order book of the company is at Rs 16316.20 crores as at 31st March 2019and the company is planning to improve the same to higher level during the year.

Dividend:

As per the conditions stipulated by the lenders in the Master Restructuring Agreementwhich is in force approval of the lender is required for declaration of dividend to theshareholders. The lenders of the Company have not accorded their approval for dividend forthe financial year ended March 31 2019.

Share Capital:

During the period there were no changes in the share capital of the Company. TheAuthorised share capital of the company is Rs.800000000 divided into 400000000equity shares of Rs.2/- each and the paid-up share capital of the Company isRs.374397370 divided in to 187198685 Equity shares of Rs.2/- each.

Material Changes and Commitments affecting the Financial Position of the Company:

There are no material changes and commitments affecting financial position of thecompany between the end of the Financial year to which these statements relate and thedate of this Board's Report. There is no change in the nature of business of the Companyduring the year under review.

Board Meetings:

The Board of Directors met 5 times in the Financial Year 2018–19 on 30th May 201814th August 2018 14th November 2018 14th February 2019 and 29th March 2019.

Directors and Key Managerial Personnel:

During the period there is no change in the Directors and Key Managerial Personnel ofthe Company.

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).

Composition of Audit Committee:

The Audit Committee of the Board of Directors is as follows:

1. Mr. Ch. Hari Vithal Rao – Chairman
2. Dr. V. L. Moorthy – Member*
3. Mr. G. Siva Kumar Reddy – Member*
4. Mr. J. N. Karamchetti – Member
5. Mrs. T. Indira Reddy Rs. Member*

*Dr. V.L.Moorthy and Mr. G.Siva Kumar Reddy were ceased to be members of the committeew.e.f 09.05.2019 and 28.05.2019 respectively and Mrs. T. Indira Reddy was appointed asmember of the Committee w.e.f 30.05.2019.

Policy laid down by the Nomination and Remuneration Committee for Remuneration ofDirectors KMP & Other Employees:

The Remuneration policy of the Company is performance driven and is structured tomotivate Employees. Recognize their merits and achievements and promote excellence intheir performance. The Nomination Remuneration and Evaluation Policy of the company isenclosed at Annexure-I of this report.

Manner in which formal Annual

Evaluation has been made by the Board of its Own Performance and that of its Committeesand Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out evaluation of (i) itsown performance (ii) the directors individually and (iii) working of its Committees. Themanner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Nomination and Remuneration Committee hasformulated the criteria for evaluation of directors and evaluated every director. Astructured questionnaire was prepared after taking into consideration various parameterssuch as attendance and participation in meetings monitoring corporate governancepractices independence of judgment safeguarding the interests of the company etc. andaccordingly the evaluation was made. The Members of the Committee evaluated the individualdirectors at its meeting held on 14.02.2019.

The Nomination and Remuneration Committee decided that since the performance of thedirectors has been excellent it is decided to continue with the term of the directorsthe Managing Director and the Executive Director.

(b) Separate Meeting of Independent Directors: The Independent directors of theCompany at its meeting held on 14.02.2019 (a) reviewed the performance of thenon-independent directors and Board (b) reviewed the performance of the Chairperson ofthe Company and (c) assessed the quality quantity and timeliness of flow of informationbetween the company management and the Board. All the Independent Directors attended themeeting.

A structured questionnaire was prepared after taking into consideration variousparameters such as attendance and participation in meetings monitoring corporategovernance practices independence of judgment safeguarding the interests of the companyetc. and accordingly the evaluation was made. The independent directors evaluated thenon-Independent directors.

The Independent Directors decided that since the performance of the Non-IndependentDirectors (including Managing Director and Whole time Director) is excellent the term oftheir appointment be continued.

The Independent Directors after review of the performance of the Chairman decided thatthe Chairman has good experience knowledge and understanding of the Board's functioningand her performance is excellent. The Independent Directors decided that the informationflow between the Company's Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performanceevaluation of Independent Directors individually. A structured questionnaire was preparedafter taking into consideration various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees effectiveness in developingCorporate governance structure to fulfil its responsibilities execution and performanceof specific duties etc. The Board decided that the performance of Independent directors isexcellent.

Director's Responsibility Statement:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe 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.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

Subsidiaries Associates and Joint Ventures:

The Company has 3 (Three) subsidiary companies (including step down subsidiaries) as on31st March 2019 as per the Companies Act 2013.

As per the provisions of Section 129 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of the subsidiary Companies/ Associate Companies/Joint Ventures isprepared in Form AOC-1 are given in Annexure- II.

The Company will make available the Annual Accounts of the subsidiary companies and therelated information to any member of the Company who may be interested in obtaining thesame. The annual accounts of the subsidiary companies will also be kept open forinspection by any member at the Registered Office of the Company and that of therespective subsidiary companies.

The company has adopted the policy for determining ‘material' subsidiaries and thesame has been placed on the website of the company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report is annexed as Annexure-III.

Consolidated Financial Statements:

In compliance with Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in compliance with the provisions of Section 129(3)and other applicable provisions of the Companies Act 2013 and Ind AS-110 and otherapplicable Accounting Standards your Directors have pleasure in attaching theconsolidated financial statements for the financial year ended March 31 2019 which formspart of the Annual Report.

Statutory Auditors and Their Report:

At the 29th AGM held on September 28 2018 the Members approved appointment of M/s. M OS & Associates LLP Chartered Accountants (Firm Registration No. 001975S/S200020) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM till the conclusion of the 34th AGM. Accordingly no resolution isbeing proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Auditor's Report to the members of the Company for the Financial Year ended March31 2019 does not contain any qualification(s).

Secretarial Audit:

As per the provisions of the Section 204(1) of the Companies Act 2013 the Company hasappointed Mr. Y. Koteswara Rao Practicing Company Secretary to conduct Secretarial Auditof the records and documents of the Company The Secretarial Audit Report for theFinancial Year ended 31st March 2019 in Form No. MR-3 is annexed to the Directors Reportas Annexure - IV and forms part of this Report. The Secretarial Auditors' Report tothe Members of the Company for the Financial Year ended March 31 2019 does not containany qualification(s) or adverse observations.

Disclosures:

a) Deposits

Company has not accepted any deposits covered under Chapter V of the Companies Act2013

b) Conservation of energy

The Company's main line of activity is civil construction which is not power intensive.However the Company is taking all efforts to conserve the usage of power.

(i) Use of alternate sources of energy is not applicable to the Company.

(ii) Capital investment on energy conservation equipment for its main line of activityis not applicable to the Company.

c) R & D Technology absorption

The Company main line of activity is civil construction and hence R & D andtechnology absorption is not applicable to the Company.

d) Foreign Exchange Earnings - NIL

e) Foreign Exchange Outgo

Sr. No. Nature of Payment Amount in Rs. Lakhs
1 Foreign Travel 14.90
2 Repayment of ECB Loan 5438.00
3 Repayment of ECB Interest 492.46
4 Consultancy & Technical Fees 2713.31
5 Purchase of Plant & Machinery 2876.61
6 Purchase of Spares & Materials 356.74

Details of Adequacy of Internal Financial Controls:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies andinternal financial controls laid down by the Company.

Particulars of Loans Guarantees or Investments:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements. Alsopursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the particulars of Loans/Advances given to Subsidiaries have beendisclosed in the notes to the Financial Statements.

Management Discussion & Analysis:

Management Discussion and Analysis Report is annexed which forms part of this Report asAnnexure-V.

Risk Management Policy:

The Company has been addressing various risks impacting the Company and developed riskpolicy and procedures to inform Board members about the risk assessment and minimizationprocedures.

Whistle Blower Policy/Vigil Mechanism:

Pursuant to Section 177 of the Companies Act 2013 and the Rules framed there under andpursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has established a mechanism through which all the stakeholders can report thesuspected frauds and genuine grievances to the appropriate authority. The Whistle BlowerPolicy which has been approved by the Board of Directors of the Company has been hosted onthe website of the Company at http://www. gayatri.co.in/Investors/CorporateGovernance/Policies.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.

Complaints received disposed and pending during the year:

Number of complaints filed during the financial year Nil
Number of complaints disposed of during the financial year Nil
Number of complaints pending as on end of the financial year Nil

Corporate Social Responsibility Policy:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-VI of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. The policy is available on thewebsite of the Company at http://www.gayatri.co.in/Investors/ CorporateGovernance/Policies.

Significant & Material Orders Passed by the Regulators:

There are no significant and material orders passed against the Company by theregulators impacting the Company's operations in the future.

Contracts or Arrangements with Related Parties:

All related party transactions that were entered during the financial year were in theordinary course of the business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered by the Company during theyear with Promoters Directors Key Managerial Personnel or other persons which may have apotential conflict with the interest of the Company. Disclosure in from AOC-2 is annexedas Annexure -VII

The policy on dealing with Related Party Transactions is disseminated on the website ofthe company at http://www.gayatri.co.in/Investors/ Corporate Governance/Policies.

Fixed Deposit:

Your Company has not accepted or renewed any deposit from public during the year underreview.

Cost Audit:

M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost auditor to auditthe cost records of the Company for the F.Y 2018-19 and re-appointed for the F.Y 2019-20.

Particulars of Employees:

Details in respect of remuneration paid to employees as required under Section 197 (12)of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended forms part of thisreport. In terms of Section 136 of the Companies Act 2013 the same is open for inspectionat the Registered Office of the Company. Copies of this statement may be obtained by themembers by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are enclosed in Annexure – VIII and forms part of this Report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-2020 toNSE and BSE where the Company's Shares are listed.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 34 read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A report on Corporate Governance is included as a part ofthis Annual Report as Annexure-IX. Certificate from the practicing CompanySecretary confirming the compliance with the conditions of Corporate Governance asstipulated under aforesaid regulations is attached to this report.

Business Responsibility Report:

As per Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Business Responsibility Report covering the principle wiseperformance of the Company on the nine principles as per National Voluntary Guidelines(NVGs) forms a part of the Annual report of the Company annexed as

Annexure-X.

Acknowledgement:

Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders – clients financial institutions Banks Central and StateGovernments the Companies' valued investors and all other business partners for theircontinued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employeesof the Company and their continued contribution to its progress.

For and on behalf of the Board
Sd/- Sd/-
T. Indira Reddy T. V. Sandeep Kumar Reddy
Chairperson Managing Director
DIN:00009906 DIN:00005573
Sd/- Sd/-
Place: Hyderabad. P. Sreedhar Babu CS I.V. Lakshmi
Date: 14th August 2019 Chief Financial Officer Company Secretary & Compliance Officer

ANNEXURE – I

NOMINATION REMUNERATION AND EVALUATION POLICY

I. PREAMBLE

Pursuant to Section 178 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors of every listed Companyshall constitute the Nomination and Remuneration Committee. The Company alreadyconstituted Remuneration Committee comprising of three non-executive Directors as requiredunder Listing Agreement. In order to align with the provisions of the Companies Act 2013and the amended Listing Agreement from time to time the Board on 29th May 2014changed the nomenclature of the "Remuneration Committee" as "Nomination andRemuneration Committee" and reconstituted the Committee.

This Committee and the Policy is formulated in compliance with Section 178 of theCompanies Act 2013 read along with the applicable rules thereto and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

II. OBJECTIVE

The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

d) DEFINITIONS

• "Board" means Board of Directors of the Company.

• "Company" means "Gayatri Projects Limited."

• "Employees' Stock Option" means the option given to the directorsofficers or employees of a company or of its holding company or subsidiary company orcompanies if any which gives such directors officers or employees the benefit or rightto purchase or to subscribe for the shares of the company at a future date at apre-determined price.

• "Independent Director" means a director referred to in Section 149 (6)of the Companies Act 2013.

• "Key Managerial Personnel" (KMP) means

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

(ii) Company Secretary

(iii) Whole-time Director

(iv) Chief Financial Officer and

(v) Such other officer as may be prescribed.

• "Nomination and Remuneration Committee" shall mean a Committee ofBoard of Directors of the Company constituted in accordance with the provisions ofSection 178 of the Companies Act 2013 and the Listing Agreement.

• "Policy or This Policy" means "Nomination Remuneration andEvaluation Policy."

• "Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

• "Senior Management" means personnel of the Company who are members ofits core management team excluding Board of Directors. This would include all members ofmanagement one level below the executive directors including all the functional heads.

e) INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned tothem in the Companies Act 2013 Listing Agreement and/or any other SEBI Regulation(s) asamended from time to time.

f) GUIDING PRINCIPLES

The Policy ensures that

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully.

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and

• 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.

g) ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

• To formulate a criteria for determining qualifications positive attributes andindependence of a Director.

• Formulate criteria for evaluation of Independent Directors and the Board.

• Identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of every Director's performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

• Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.

• To devise a policy on Board diversity.

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

h) MEMBERSHIP

• The Committee shall comprise at least three (3) Directors all of whom shall benon-executive Directors and at least half shall be Independent.

• The Board shall reconstitute the Committee as and when required to comply withthe provisions of the Companies Act 2013 and applicable statutory requirement.

• Minimum two (2) members shall constitute a quorum for the Committee meeting.

• Membership of the Committee shall be disclosed in the Annual Report.

• Term of the Committee shall be continued unless terminated by the Board ofDirectors.

i) CHAIRMAN

• Chairman of the Committee shall be an Independent Director.

• Chairperson of the Company may be appointed as a member of the Committee butshall not Chair the Committee.

• In the absence of the Chairman the members of the Committee present at themeeting shall choose one amongst them to act as Chairman.

• Chairman of the Nomination and Remuneration Committee could be present at theAnnual General Meeting or may nominate some other member to answer the shareholders'queries.

j) FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

k) COMMITTEE MEMBERS' INTERESTS

• 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.

• The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.

l) VOTING

• 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.

• In the case of equality of votes the Chairman of the meeting will have acasting vote.

m) APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. 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.

2. 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 are sufficient /satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as ManagingDirector/Whole-time Director/Manager who has attained the age of seventy years. Providedthat the term of the person holding this position may be extended beyond the age ofseventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.

Term / Tenure:

1. Managing Director/Whole-time Director/Manager (Managerial Person):

The Company shall appoint or re-appoint any person as its Managerial Person for a termnot exceeding five years at a time. No reappointment shall be made earlier than one yearbefore the expiry of term.

2. 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 reappointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on 1stOctober 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he / she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director Serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management subject to the provisions and compliance of the said Act rules andregulations.

Retirement:

The Director KMP and Senior Management shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company. The Board will havethe discretion to retain the Director KMP Senior Management in the same position /remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

n) PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIOR MANAGEMENT

General:

1. The remuneration / compensation / commission etc. To Managerial Person KMP andSenior 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.

2. The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provisions of the Companies Act 2013 and the rules made thereunder for thetime being in force.

3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Person. Increments will be effective from the dateof reappointment in respect of Managerial Person and 1st April in respect of otheremployees of the Company.

4. Where any insurance is taken by the Company on behalf of its Managerial Person KMPand any other employees for indemnifying them against any liability the premium paid onsuch insurance shall not be treated as part of the remuneration payable to any suchpersonnel. Provided that if such person is proved to be guilty the premium paid on suchinsurance shall be treated as part of the remuneration.

Remuneration to Managerial Person KMP and Senior Management:

1. Fixed pay:

Managerial Person KMP and Senior Management 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 Companies Act 2013 and the rules madethereunder for the time being in force. The break-up of the pay scale and quantum ofperquisites including employer's contribution to P.F pension scheme medical expensesclub fees etc. shall be decided and approved by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.

2. Minimum Remuneration:

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

3. Provisions for excess remuneration:

If any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

Remuneration to Non-Executive / Independent Director:

1. Remuneration / Commission:

The remuneration / commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made thereunder for the time being in force.

2. 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 fees shall not exceed the maximum amount as providedin the Companies Act 2013 per meeting of the Board or Committee or such amount as may beprescribed by the Central Government from time to time.

3. Limit of Remuneration /Commission: Remuneration /Commission may be paid within themonetary limit approved by shareholders subject to the limit not exceeding 1% of the netprofits of the Company computed as per the applicable provisions of the Companies Act2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

4. Criteria Formulated by the Committee for Determining Qualifications PositiveAttributes Independence of a Director:

(a) Qualifications of Independent Director :

An Independent Director shall possess appropriate skills experience and knowledge inone or more fields of finance law management sales marketing administrationresearch corporate governance operations or other disciplines related to the Company'sbusiness.

(b) Positive attributes of Independent Directors:

An Independent director shall be a person of integrity who possesses relevantexpertise and experience and who shall uphold ethical standards of integrity and probity;act objectively and constructively exercise his responsibilities in a bonafide manner inthe interest of the company devote sufficient time and attention to his obligations asDirector for informed and balanced decision making and assist the company in implementingthe best Corporate governance practices.

(c) Independence of Independent Directors:

In addition to (a) and (b) above an Independent Director should meet the requirementsof the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 concerning the independence of directors.

5. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the saidmeeting or the Chairman of the next succeeding meeting. Minutes of the Committee meetingwill be tabled at the subsequent Board and Committee meeting.

6. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.