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Goa Carbon Ltd.

BSE: 509567 Sector: Industrials
NSE: GOACARBON ISIN Code: INE426D01013
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VOLUME 3806
52-Week high 704.00
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P/E
Mkt Cap.(Rs cr) 198
Buy Price 213.65
Buy Qty 60.00
Sell Price 217.50
Sell Qty 7.00
OPEN 220.00
CLOSE 218.35
VOLUME 3806
52-Week high 704.00
52-Week low 203.00
P/E
Mkt Cap.(Rs cr) 198
Buy Price 213.65
Buy Qty 60.00
Sell Price 217.50
Sell Qty 7.00

Goa Carbon Ltd. (GOACARBON) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting the 50th Annual Report on the business andoperations of the Company and the audited financial statements for the year ended 31stMarch 2018.

Financial Results

Rs. in Lacs
2017-18 2016-17
Profit for the year before tax 8952.09 1575.23
Less: Tax Expense –
Current Tax 3586.81 412.14
Deferred Tax (19.57) 213.55
3567.24 625.69
Profit for the year after tax 5384.85 949.54
Other Comprehensive
income for the year 7.71 (10.89)
Total Comprehensive income
for the year 5392.56 938.65

Year in Retrospect

The Company has adopted Ind AS with e'ect from 1st April 2017 with a transition date of1st April 2016. Accordingly results for the year ended 31st March 2018 have been preparedin accordance with Ind AS prescribed under Section 133 of the Companies Act 2013 andother accounting principles generally accepted in India. Previous periods figures havebeen restated as per Ind AS to make them comparable. During the year under review theCompany's sales and other income was Rs.59598.78 Lacs as compared to Rs.34081.86 Lacsduring the previous year. The production of Calcined Petroleum Coke (CPC) was 204114 MTas compared to 164323 MT during the previous year. The sales of CPC were 209343 MT forthe period under review as compared to 159579 MT for the previous year. Thus the yeargone by has witnessed a strong operational performance. Your Company has also reached themilestone of the Golden Jubilee Year during the FY 2017-18.

Dividend and Transfer to Reserve

Considering the current year's operating profit the Board has considered itappropriate to recommend a final dividend of Rs.10/- per equity share of Rs.10/- each. Itmay be recalled that in January 2018 an interim dividend at the rate of Rs.5/- per equityshare of Rs.10/- each was declared and paid. This aggregates to a total dividend of Rs.15per equity share of Rs.10/- each for the financial year ended 31st March 2018 as comparedto Rs.4.50 per equity share of Rs.10/- each paid in the previous financial year.

The provisions of the Companies Act 2013 does not mandate any transfer of profits toGeneral Reserve. Hence no transfer has been made to the General Reserve for the yearunder review.

Subsidiary Companies

The Company did not have any subsidiary as on 31st March 2018. During the year underreview the Company's wholly owned subsidiary namely "GCL Global Resources SGP PteLimited" Singapore was liquidated.

Accreditation

The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAUVERITAS.

Public Deposits

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public deposits was outstanding as on 31st March2018.

Directors

Dr. A. B. Prasad Independent Director of the Company ceased to be Director w.e.f. 9thFebruary 2018 due to his demise. The Directors place on record their deep appreciation forthe invaluable contributions made by Late Dr. A. B. Prasad during his tenure as theCompany's Whole time Director/Managing Director from December 1995 to November 2006 andthereafter as Non-Executive Director (from December 2006) and Independent Director (fromSeptember 2014).

Mr. Rajesh Dempo retires by rotation at the forthcoming Annual General Meeting andbeing eligible has o'ered himself for reappointment. Approval of the members is beingsought at the ensuing Annual General Meeting for his re-appointment and the requisitedetails in this connection are contained in the Notice convening the meeting.

Independent Directors' Declarations

All Independent Directors of the Company have given declarations under Section 149(7)of the Companies Act 2013 that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 16 of the SEBI ListingRegulations.

Key Managerial Personnel

In terms of the Section 203 of the Companies Act 2013 following are the KeyManagerial Personnel (KMP) of the Company as on the date of this report:

Sr. No. Name of the KMP Designation
1 Mr. Jagmohan Chhabra (DIN: 01007714) Executive Director
2 Mr. K. Balaraman (ACA 029283) Chief Financial Ocer
3 Mr. Pravin Satardekar (ACS 24380) Company Secretary

Company Secretary and Compliance Officer

During the year Mr. Purushottam Mantri Company Secretary KMP and Compliance Officerof the Company retired from the services of the Company effective 6th January 2018.

Consequent to Mr. Mantri's retirement the Board appointed Mr. Pravin Satardekar as theCompany Secretary KMP and Compliance Officer of the Company effective 7th January 2018.

Meetings of the Board of Directors

A minimum of four Board meetings are held annually. Additional Board meetings areconvened by giving appropriate notice to address the Company's specific needs. In case ofbusiness exigencies or urgency of matters resolutions are passed by circulation.

During the year under review five Board meetings were held the details of which aregiven in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between two consecutive meetings was within the period prescribedunder the Companies Act 2013 and the SEBI Listing Regulations.

Audit Committee

Composition of the Audit Committee

Sr. No. Name of the Director Chairman/Member
1 Mr. Dara Mehta Chairman
2 Mr. Keki Elavia Member
3 Mr. Raman Madhok Member
4 Ms. Kiran Dhingra Member (w.e.f. 12th April 2018)

The terms of reference and other details of the Audit Committee are provided inCorporate Governance Report which forms part of this Annual Report. During the FinancialYear 2017-18 all the recommendations of the Audit Committee were duly approved andaccepted by the Board.

Policy on Director's appointment and Remuneration and other details

The Committee has formulated a Nomination and Remuneration Policy and the same has beenuploaded on the website of the Company at www.goacarbon.com The salient features of theNomination and Remuneration Policy is included in this Report as Annexure - I.

Board Evaluation

The annual evaluation process of the Board of Directors ("Board") Committeesand individual Directors was carried out in the manner prescribed in the provisions of theCompanies

Act 2013 Guidance Note on Board Evaluation issued by Securities and Exchange Board ofIndia on 5th January 2017 and as per the Corporate Governance requirements prescribed bySEBI Listing Regulations. The performance of the Board Committees and individualDirectors was evaluated by the Board seeking inputs from all the Directors. Theperformance of the Committees was evaluated by the Board seeking inputs from the CommitteeMembers. The Nomination and Remuneration Committee reviewed the performance of theindividual Directors a separate meeting of Independent Directors was also held to reviewthe performance of Non-Independent Directors; performance of the Board as a whole andperformance of the Chairperson of the Company taking into account the views of theExecutive Director and Non-Executive Directors. This was followed by a Board meeting thatdiscussed the performance of the Board its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition and structure of the Committees functioning of Committee meetingscontribution to decision of the Board etc. The criteria for performance evaluation of theindividual Directors included aspects on contribution to the Board and Committee meetingslike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings integrity etc. In addition the Chairman was also evaluated on thekey aspects of his role.

Familiarization Programme for Independent Directors

The details of the Familiarisation Programme for Independent Directors with the Companyin respect of their roles rights responsibilities in the Company nature of the industryin which Company operates business model of the Company and related matters are put up onthe website of the Company at www.goacarbon.com

Internal Control System

The Board has laid down Internal Financial Controls ("IFC") within themeaning of the explanation to Section 134(5) (e) of the Companies Act 2013. The Boardbelieves the Company has sound IFC commensurate with the nature and size of its business.Business is however dynamic. The Board is seized of the fact that IFC are not static andare in fact a fluid set of tools which evolve over time as the business technology andfraud environment changes in response to competition industry practices legislationregulation and current economic conditions. There will therefore be gaps in the IFC asbusiness evolves. The Company has a process in place to continuously identify such gapsand implement newer and or improved controls wherever the e3ect of such gaps would have amaterial e3ect on the Company's operations.

Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 In the 49th Annual General Meeting (AGM) held on 30thJune 2017 M/s. B S R & Co. LLP Chartered Accountants (Registration No.101248W/W-100022) were appointed as Statutory Auditors of the Company for a term of fiveyears at such renumeration and out of pocket expenses as may be decided by the Board ofDirectors of the Company. The Ministry of Corporate A3airs has vide notification dated 7thMay 2018 obliterated the requirement of seeking Member's ratification at every AGM onappointment of Statutory Auditor during their tenure of 5 years.

Statutory Auditors' Observations

The notes on financial statements referred to in the Auditors' Report areself-explanatory and therefore do not call for any further explanations or comments.

There are no qualifications reservations or adverse remarks or disclaimer made in theAuditors' Report which requires any clarification or explanation.

Cost Audit

The maintenance of cost records is not applicable to the Company as per the amendedCompanies (Cost Records and Audit) Rules 2014 prescribed by the Central Government underSection 148(1) of the Companies Act 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesthereunder the Board of Directors of the Company had appointed CS Sadashiv V. ShetPracticing Company Secretary to conduct the Secretarial Audit for FY 2017-18. TheSecretarial Audit Report for the financial year ended 31st March 2018 forms a part of thisAnnual Report. The same is self explanatory and requires no comments.

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistleblower Policy for the employeesto report their genuine concerns or grievances and the same has been posted on theCompany's website www.goacarbon.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

Risk Management

Goa Carbon follows a well-established and detailed risk assessment and minimisationprocedures which are periodically reviewed by the Board. The Company has in place abusiness risk management framework for identifying risks and opportunities that may have abearing on the organization's objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company's management ofkey risks including strategic and operational risks as well as the guidelines policiesand processes for monitoring and mitigating such risks under the aegis of the overallbusiness risk management framework.

Particulars of loans guarantees or investments

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to financial statements.

Related Party Transactions

All transactions with related parties entered into during the financial year 2017-18were at arm's length basis and in the ordinary course of business and in accordance withthe provisions of the Companies Act 2013 and the SEBI Listing Regulations. During theFinancial Year 2017-18 there have been no related party transactions of the Company withits Directors and Key Managerial Personnel or their relatives its holding subsidiary orassociate companies as prescribed under Section 188 of the Companies Act 2013 and SEBIListing Regulations. Also there are no material transactions with any related party thatare required to be disclosed under Form AOC-2.

All transactions with related parties are placed before the Audit Committee forapproval. An omnibus approval of the Audit Committee is obtained for the related partytransactions which are repetitive in nature. The Audit Committee reviews all transactionsentered into pursuant to the omnibus approval so granted on a quarterly basis.

As required under regulation 23(1) of the Listing Regulations the Company hasformulated a policy on dealing with Related Party Transactions. The Policy has beenuploaded on the website of the Company and can be accessed at: http://www.goacarbon.com/downloads/Related%20Party%20Transaction%20Policy_GOA%20CARBON%20LIMITED.pdf

Significant and material orders passed by the Regulators or Courts

There were no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

Material changes and commitment if any a3ecting financial position of the Companyfrom financial year end and till the date of this report

There have been no material changes and commitments if any a3ecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this Report.

Particulars of employees and related disclosures

The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annexure – II to this Report.

The statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197(12) of the Companies Act2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate Annexure forming part of theReport. In terms of proviso to Section 136(1) of the Companies Act 2013 the Report andAccounts are being sent to the Members excluding the aforesaid Annexure. The saidstatement is also open for inspection at the Registered Offce of the Company. Any memberinterested in obtaining a copy of the same may write to the Company Secretary.

Energy Conservation Technology Absorption Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 (asamended) are provided in the Annexure – III to this Report.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act 2013 read with rules made there underyour Directors have constituted the Corporate Social Responsibility (CSR) Committee.

Composition of the CSR Committee

Sr. No. Name of the Director Chairman/Member
1 Mr. Shrinivas Dempo Chairman
2 Mr. Raman Madhok Member
3 Ms. Kiran Dhingra Member (w.e.f. 12th April 2018)
4 Mr. Jagmohan Chhabra Member

The brief outline of the CSR Policy of the Company and the initiatives undertaken bythe Company on CSR activities during the year are set out in Annexure - IV of this Reportin the format prescribed in the Companies (CSR Policy) Rules 2014. The Policy isavailable on the Company's web-site at www.goacarbon.com.

Extract of Annual Return

As provided under Section 92(3) of the Act the details forming part of the extract ofthe Annual Return in Form MGT-9 is annexed as Annexure - V.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made there under theCompany has formulated an internal Policy on Sexual Harassment at Workplace (PreventionProhibition and Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassmentways and means to prevent occurrence of any such incident and the mechanism for dealingwith such incident in the unlikely event of its occurrence.

The Internal Complaint Committee (ICC) is responsible for redressal of complaintsrelated to sexual harassment of women at the workplace in accordance with proceduresregulations and guidelines provided in the Policy.

During the year under review there were no complaints referred to the ICC.

Corporate Governance

It has been the endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this AnnualReport: (i) Declaration regarding compliance of Code of Conduct by Board Members andSenior Management Personnel; (ii) Management Discussion and Analysis; (iii) CorporateGovernance Report; (iv) Practising Company Secretary's Certificate regarding compliance ofconditions of corporate governance.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal auditorsstatutory auditors secretarial auditors and any other external agencies if anyincluding audit of internal financial controls over financial reporting by the statutoryauditors and the reviews performed by Management and the Audit Committee the Board is ofthe opinion that the Company's internal financial controls were adequate and e3ectiveduring the Financial Year 2017-18. Accordingly pursuant to Section 134(5) of theCompanies Act 2013 the Board of Directors to the best of their knowledge and abilityconfirm: (a) that in the preparation of the annual accounts the applicable accountingstandards have been followed along with the proper explanation relating to materialdepartures; (b) that such accounting policies as mentioned in Notes to the annual accountshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of a3airsof the Company as at 31st March 2018 and of the profit of the Company for the year endedon that date; (c) that proper and su'cient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (d) that the annual accounts have been prepared on a going concernbasis;

(e) that proper internal financial controls are in place and that the internalfinancial controls are adequate and are operating e3ectively; (f) that proper systems toensure compliance with the provisions of all applicable laws are in place and that suchsystems are adequate and operating e3ectively.

Appreciation and Acknowledgement

Your Directors would like to express their appreciation for the assistance andco-operation received from the Government authorities banks customers businessassociates and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executives sta3and workers of the Company.

For and on behalf of the Board of Directors

Shrinivas Dempo

Chairman

DIN: 00043413

Panaji-Goa

9th May 2018

Annexure – I to the Directors' Report

Salient features of the Nomination and Remuneration Policy

Policy for appointment and removal of Director KMP and Senior Management: Appointmentcriteria and qualifications: a) The Committee shall identify and ascertain theintegrity qualification expertise and experience of the person for appointment asDirector KMP or at Senior Management level and recommend to the Board his/herappointment. b) A person should possess adequate qualification expertise and experiencefor the position he/she is considered for appointment. The Committee has discretion todecide whether qualification expertise and experience possessed by a person is sucient/satisfactory for the concerned position. c) The Company shall not appoint or continue theemployment of any person as Managing Director/ Whole-time Director/Manager who hasattained the age of seventy years. Provided that the term of the person holding thisposition may be extended beyond the age of seventy years with the approval of shareholdersby passing a special resolution based on the explanatory statement annexed to the noticefor such motion indicating the justification for extension of appointment beyond seventyyears.

Term/Tenure:

a) 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.

b) Independent Director:

– An Independent Director shall hold office for a term up to five consecutiveyears on the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Directors'report.

– No Independent Director shall hold office for more than two consecutive termsbut such Independent Director shall be eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly.

However if a person who has already served as an Independent Director for 5 years ormore in the Company as on October 1 2014 or such other date as may be determined by theCommittee as per regulatory requirement; he/she shall be eligible for appointment for onemore term of 5 years only.

– At the time of appointment of Independent Director it should be ensured thatnumber of 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 or such othernumber as may be prescribed under the Act.

Evaluation:

The Committee shall carry out evaluation of performance of every Director (on yearlybasis).

The Committee shall identify evaluation criteria which will evaluate Directors based onthe attendance/preparedness/ participation/performance at board meetings professionalconduct and independence etc. The appointment/reappointment/continuation of Directors onthe Board shall be subject to the outcome of the yearly evaluation process. Framework forperformance evaluation of the Board and Independent Directors is as per "AnnexureA" to this Policy.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under 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 as the case may be.The Board will have the discretion to retain the Director KMP Senior Management in thesame position/remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

Policy on Board diversity:

The Board of Directors shall have the optimum combination of Directors from thedi3erent areas/fields like Process/ Projects Production Management Finance LegalSales and Marketing Research and Development Human Resources etc. or as may beconsidered appropriate.

The Board shall have at least one Board member who has accounting or related financialmanagement expertise and at least two members who are financially literate.

Familiarization Programme for Independent Directors:

a) The Company shall familiarize the Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. through various programmes.

b) As and when familiarization programme is conducted the same will be disclosed onthe website of the Company. A web link of the disclosure shall also be given in the AnnualReport of the Company.

Policy relating to the remuneration for the Managing Director/Whole-timeDirector/Manager KMP and Senior Management Personnel: General:

a) The remuneration/commission etc. to the Managing Director/Whole-timeDirector/Manager and Independent Directors will be determined by the Committee andrecommended to the Board for approval. The remuneration/commission etc. shall be inaccordance with Companies Act 2013 and the rules made there under for the time being inforce and shall be subject to the prior/ post approval of the shareholders of the Companyand Central Government wherever required.

b) The remuneration of KMP and Senior Management Personnel shall be determined by wayof a presentation before the Committee by the Head (Personnel/HR) or by the ChiefFinancial O–cer which would have requisite details. The Committee shall peruse thesame and approve accordingly.

c) Increments to the existing remuneration/compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Managing Director/Whole-time Director/Manager. Increments will be e3ectivefrom 1st April.

d) Where any insurance is taken by the Company on behalf of its ManagingDirector/Whole-time Director/Manager KMP and any other employees for indemnifying themagainst any liability the premium paid on such insurance shall not be treated as part ofthe remuneration payable to any such personnel. Provided that if such person is proved tobe guilty the premium paid on such insurance shall be treated as part of theremuneration.

Remuneration to Managing Director/Whole-time Director/ Manager KMP and SeniorManagement Personnel: Remuneration to Managing Director/Whole-time Director/ Manager:

a) Remuneration: The Managing Director/Whole-time Director/Manager shall be eligiblefor remuneration as may be approved by the Shareholders of the Company on therecommendation of the Committee and the Board of Directors. The breakup of the pay scaleperformance bonus and quantum of perquisites including employer's contribution to P.F.pension scheme medical expenses club fees etc. shall be decided and approved by theBoard on the recommendation of the Committee and shall be within the overall remunerationapproved by the shareholders and Central Government wherever required.

b) Minimum Remuneration: If in any financial year the Company has no profits or itsprofits are inadequate the Company shall pay remuneration to its ManagingDirector/Whole-time Director/Manager in accordance with the provisions of Schedule V ofthe Act and if it is not able to comply with such provisions with the approval of theCentral Government.

c) Provisions for excess remuneration: If any Managing Director/Whole-timeDirector/Manager draws or receives directly or indirectly by way of remuneration any suchsums in excess of the limits prescribed under the Act or without the prior sanction of theCentral Government where required he/she shall refund such sums to the Company and untilsuch sum is refunded hold it in trust for the Company. The Company shall not waiverecovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non-Executive/Independent Director:

a) Sitting Fees: The Non-Executive/Independent Director shall be paid sitting fees forattending meetings of the Board or Committee thereof. Provided that the amount of suchfees shall not exceed the maximum amount as provided in the Companies Act 2013 permeeting of the Board or Committee or such amount as may be prescribed by the CentralGovernment from time to time.

b) Profit-linked Commission: The profit-linked commission may be paid within themonetary limit approved by the shareholders of the Company subject to the same notexceeding 1% of the net profits of the Company computed as per the applicable provisionsof the Regulations.

c) Stock Options:

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

Remuneration to KMP and Senior Managerial Personnel:

The KMP and Senior Management Personnel of the Company shall be paid monthlyremuneration as per the Company's HR policies and/or as may be approved by the Committee.The break-up of the pay scale and quantum of perquisites including employer'scontribution to P.F. pension scheme medical expenses club fees etc. shall be as per theCompany's HR policies.

In case of any proposed performance based increments or incentives in any financialyear the Head (Personnel/HR) or the Chief Financial Ošcer of the Company shall makean annual presentation before the Committee which would have requisite details setting outthe proposed performance based payouts for the financial year. The Committee shall peruseand approve the same unless required under relevant regulations to refer the same to theBoard of Directors and/ or Shareholders of the Company.

This Policy shall apply to all future/continuing employment/ engagement(s) with theCompany. In other respects the Policy shall be of guidance for the Board. Any deviationson elements of this policy in extraordinary circumstances when deemed necessary in theinterests of the Company will be made if there are specific reasons to do so in anindividual case.

The remuneration for KMP and Senior Managerial Personnel of the Company shall beapproved by the Committee based on the recommendation/presentation by the Head (Personnel/HR) or the Chief Financial Ošcer of the Company. In case any of the relevantregulations require that remuneration of KMPs or any other ošcer is to bespecifically approved by the Committee and/or the Board of Directors then such approvalwill be accordingly procured.

Loans and advances to employees of the Company:

The employees of the Company on an application in writing to the CEO of the Companybe granted loan or advance at an interest rate to be decided by the KMP's of the Companywith consideration to the income/financial status or position of the requestingemployee/any other criteria or as per the Company's HR policies.