You are here » Home » Companies » Company Overview » Goodluck India Ltd

Goodluck India Ltd.

BSE: 530655 Sector: Metals & Mining
NSE: GOODLUCK ISIN Code: INE127I01024
BSE 00:00 | 15 Jun 74.90 -0.30
(-0.40%)
OPEN

76.00

HIGH

77.00

LOW

74.50

NSE 00:00 | 15 Jun 76.00 -0.10
(-0.13%)
OPEN

77.05

HIGH

77.40

LOW

75.05

OPEN 76.00
PREVIOUS CLOSE 75.20
VOLUME 1890
52-Week high 142.50
52-Week low 64.00
P/E 11.68
Mkt Cap.(Rs cr) 172
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 76.00
CLOSE 75.20
VOLUME 1890
52-Week high 142.50
52-Week low 64.00
P/E 11.68
Mkt Cap.(Rs cr) 172
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Goodluck India Ltd. (GOODLUCK) - Director Report

Company director report

Dear Shareholders

The Board of Directors of your Company takes pleasure in presenting 31st Annual Reportand audited accounts of your Company for the financial year ended 31st March 2017.

(Rs. In Cr.)
Particulars 2016-17 2015-16
Gross Turnover 1185.03 1084.09
Earnings before interest tax & depreciation 93.28 102.05
Finance cost 47.71 39.34
Depreciation 17.64 14.89
Profit before tax 27.93 47.82
Profit after tax 21.96 33.20
Amount available for appropriation 166.28 156.27

1. Results Of Operations And The State Of Company's Affairs

During the financial year 2016-17 the Gross Revenues from Operations increased to Rs.1185 crore as against Rs. 1084 crore in the previous year thereby registering growth of 9%over the previous year. Our EBITDA has gone down by Rs. 8.78 crores to Rs. 93.27 croresversus 102.05 crores in previous year. Profit after tax stood at 21.96 crores versus Rs.33.20 crores in previous year. Main reason for lower profitability during second-half ofthe current financial year was due to sharp increase in raw material prices more than 45%.Moreover demonetization of currency notes has adversely affected the demand of finishedgoods resulting more pressure on finished goods prices and lower profitability.

2. Transfer To General Reserves

Out of the total profit for the financial year 2016-17 an amount of Rs. 4.00 Crore isproposed to be transferred to the General Reserve.

3. Dividends

The Board has recommend a Final Dividend of 37.5% i.e. Rs 0.75 Per Equity Share of Rs2/- each for the financial year 2016-17. The Final Dividend if approved at the ensuingannual general meeting will be paid to those shareholders whose names appear on theregister of members of the company as on the book closure/record date. The Dividend on theequity shares would involve an outflow of Rs. 1.65 Cr. towards dividend and Rs 0.33 Cr.towards dividend distribution tax.

4. Corporate Governance And Additional Information To Shareholders

The company is committed to maintain high standards of corporate governance. A separatereport on corporate governance pursuant to regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 auditors' certificate on its complianceincluding the management discussion and analysis and shareholders' information forms apart of this report. Details of the depository system and listing of shares and Registrar& Share Transfer Agent are given in the section Shareholder Information which forms apart of the Corporate Governance Report.

5. Conservation Of Energy Technology Absorption Foreign Exchange Earnings AndOutgo

Details of conservation of energy technology absorption foreign exchange earnings andoutgo undertaken by the Company along with the information are given in Annexure ‘A'to the Directors' Report.

6. Directors And Key Management Personnel

During the year under review there is no change in the composition of the Board ofDirectors of your Company.

Mr. Ramesh Chandra Garg Executive Director is liable to retire by rotation at theensuing AGM pursuant to the provisions of Section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company and being eligible offer himself for re-appointment.

7. Number Of Meetings Of The Board And Its Committees

The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2016-17 are mentioned under the Corporate Governance Reportwhich forms a part of this report.

8. Statutory Auditors

The Board recommend to appoint M/s. Sanjeev Anand & Associates CharteredAccountant (Firm Reg. No.: 007171C) as the Statutory Auditors of the Company. Upon theconfirmation of the appointment by the shareholder of the company in the ensuing AnnualGeneral Meeting the auditor shall hold office from the conclusion of this meeting untilthe conclusion of next Annual General Meeting. They have confirmed their eligibility tothe effect that their reappointment if made would be within the prescribed limits underthe Act and that they are not disqualified for appointment.

9. Secretarial Auditor

The Board has appointed M/s Ravi S Sharma & Associates Practicing CompanySecretary (FCS - 7336) to conduct Secretarial Audit for the financial year 2016-17. TheSecretarial Audit Report for the financial year ended March 31 2017 is annexed herewithmarked as Annexure ‘B' to this Report.

10. Cost Auditor

The Board of Directors of your Company on the recommendations made by the AuditCommittee has approved the appointment of S. R. Kapur Practicing Cost Accountant (M. No.4926) as the Cost Auditor of your Company to conduct the audit of cost records for thefinancial year 2017-18. The remuneration proposed to be paid to the Cost Auditor subjectto your ratification at the ensuing 31st AGM.

Your Company has received consent from S. R. Kapur Practicing Cost Accountant to actas the Cost Auditor for conducting audit of the cost records for the financial year2017-18 along with a certificate confirming their independence and arm's lengthrelationship.

11. Auditor's Reports

The Statutory Auditor's Report to the Shareholders together with Accounts for the yearended 31st March 2017 and notes thereon are attached which are self-explanatory. Theobservations of Statutory Auditors and Secretarial Auditors in their report read with therelevant Notes to Accounts are self-explanatory and therefore do not require any furtherexplanation.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force). The Auditors' Report forthe financial year ended 31st March 2017 does not contain any qualification reservationor adverse remark.

12. Management Discussion And Analysis

The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's businesses internal controls and their adequacy risk &concerns risk management systems and other material developments etc. during thefinancial year 2016-17.

13. Public Deposits

Your Company has not invited or accepted any fixed deposits during the year as per theprovisions of Section 73(2) of the Companies Act 2013 and the rules made there under andas such no amount of principal or interest was outstanding on the date of the BalanceSheet.

14. Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

15. Subsidiaries/Joint Ventures / Associate Companies

A separate section on the performance and financial position of the subsidiary companyin Form AOC- I is part of the report and is annexed herewith as Annexure ‘C'. As perthe SEBI Listing Regulations a policy on material subsidiaries as approved by the Boardof Directors may be accessed on the Company's website www.goodluckindia. com.

16. Independent Directors Declaration The Board of the Company consists of Mr.Vijender Kr. Tyagi Mr. Ishwar C Agasti Mr. Rahul Goel and Dr. Kiran Garg as independentDirectors. These Directors have confirmed that they fulfill all the requirements asstipulated in Section 149(6) of the Companies Act 2013 so as to qualify themselves to beappointed as Independent Directors under the provisions of the Companies Act 2013 and theRules thereunder.

Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under law.

17. Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has in place a Policy on Prevention of Sexual Harassment at workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The Company has ensuredorganisation wide dissemination of the Policy and the provisions of Prevention of SexualHarassment of Women at Workplace Act by conducting sessions throughout the Company.

During the Financial Year 2016-17 the Company has not received any complaints ofsexual harassment. The Company is committed to provide a safe and conducive workenvironment to all of its employees and associates.

18. Risk Management Policy

In compliance with the requirement of the Companies Act 2013 the Company has put inplace Risk Minimization and Assessment Procedures. In order to effectively and efficientlymanage risk and address challenges the Company has formulated Risk Management Policy.

The objective of any risk identification and assessment process is to evaluate thecombination of likelihood and level of negative impacts from an event. The three maincomponents of risk assessment are business risk service/operational risk and externalrisk.

The Company manages the risk in line with current risk management best practices. Thisfacilitates the achievement of our objectives operational effectiveness and efficiencyprotection of people and assets informed decision-making and compliance with applicablelaws and regulations.

19. Change In The Nature Of Business

In pursuance to Rule 8(5) of Companies (Accounts) Rules 2014 there is no change inthe nature of business of Company. With effect from 14th June 2016 the name of theCompany has been changed from Good Luck Steel Tubes Limited to Goodluck India Limitedhowever the nature of business remains the same.

20. Material Orders

In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules 2014 significant ormaterial orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company's operations in future.

During the year the Scheme of Amalgamation of Masterji Metalloys Pvt Ltd a whollyowned subsidiary with GoodLuck India Ltd (Formerly-Good Luck Steel Tubes Ltd) wasapproved by the Hon'ble High Court of Delhi vide its order dated 29.08.2016. Order of theHon'ble High Court has been filed with the Registrar of Companies and accordingly theScheme has become effective w.e.f. 09.11.2016. The Appointed date of the Scheme ofamalgamation was 1st April 2015.

21. Particulars Of Loans Given Investments Made Guarantees Given And SecuritiesProvided

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statements.

22. Familiarisation Programme For Board Members

The Board members are provided with necessary documents reports and internal policiesto enable them to familiarise with the Company's procedures and practices. Periodicpresentations are made at the Board and Board Committee Meetings on business andperformance updates of the Company.The details of such familiarization programmes forIndependent Directors are posted on the website of the Company and can be accessed at thelink https://www. goodluckindia.com.

23. The Policy On Related Party Transactions

All Contracts / transactions / arrangements entered into by the Company during thefinancial year with the Related Parties were in ordinary course of business and on anarm's length basis and in accordance with the provisions of the Companies Act 2013 readwith the Rules issued thereunder and the Listing Regulations. Further there were notransactions with related parties which qualify as material transactions under the ListingRegulations.

All transactions with related parties were reviewed and approved by the AuditCommittee. Omnibus approval is obtained for un-foreseen transactions. Subsequently on aquarterly basis the transactions are presented to the Audit Committee specifying thenature value and terms and conditions of the same.

The Company has made transactions with related parties pursuant to Section 188 ofCompanies Act 2013. The particulars of material contracts or arrangements with relatedparties referred to in sub-section (1) of section 188 in the Form AOC-2 is annexedherewith as Annexure ‘D'.

The Company has formulated a policy on materiality of related party transactions andalso on dealing with Related Party Transactions which has been uploaded on the Company'swebsite at the weblink: https://www.goodluckindia.com.

24. Policy On Appointment and Remuneration To Be Paid To Directors Key ManagerialPersonnel (KMP) And Other Employees And Criteria Formulated By The Committee ForDetermining Qualification Attributes Independence Of A Director

The Board has adopted a policy on Remuneration to be paid to Directors Key ManagerialPersonnel and other employees and Criteria for Appointment of Directors. The objective ofthe policy is to define the criteria for qualification qualities and characteristics forthe Board as a whole and to ensure that Executive/Non-Executive Directors and KeyManagerial Personnel are sufficiently compensated for their performance.

Policy on appointment of Directors

The Composition and strength of the Board of Directors (“the Board”) of theCompany is subject to the provisions of the Companies Act 2013 Listing Regulations andArticles of the Association of the Company. The Nomination and Remuneration Committee isresponsible for evaluating the qualifications of each candidate to be appointed asDirector on the Board. In general it is expected from a Director to possess appropriateskills experience and knowledge in one or more fields of finance law management salesmarketing administration research corporate governance technical operations or otherdisciplines related to the Company's business or in the area of his expertise and to haveample experience and a proven record of professional success leadership and the highestlevel of personal and professional ethics integrity and values.

Remuneration Policy

Non-Executive Independent Directors may receive sitting fees for attending the Meetingof the Board and Committees thereof. The Executive Directors and other employees are paidremuneration by way of salary perquisites allowances and variable pay. Perquisites andretirement benefits are paid as per the Company policy. The remuneration of ExecutiveDirectors as recommended by the Nomination and Remuneration Committee is approved andfurther recommended by Board of Directors to the Members for approval. Remuneration andannual pay of Executive Directors and employees is determined keeping in view the industrybenchmark and the relative performance of the Company.

Criteria for Determining Qualifications Positive Attributes & Independence ofDirector

A director shall possess appropriate skills experience and knowledge in one or morefields of finance law management sales marketing administration research corporategovernance operations or other disciplines related to the company's business or in thearea of his expertise. A 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 bona-fide manner inthe interest of the company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the company inimplementing the best corporate governance practices.

Directors should be free to present their view point independently Company has alsoadopted to conduct the separate meeting of the independent Directors which will ensurethat the independent directors of the Company can review the performance of the Board andChairman. Moreover the Directors should meet the other requirements of the Companies Act2013 and Regulation 16(1) (b) of Listing Regulations concerning independence of directors.A complete Remuneration Policy is available Company's website at the weblink:https://www.goodluckindia.com .

25. Evaluation of the Board's Performance

In compliance with the Companies Act 2013 and SEBI Listing Regulations during theyear the Board adopted a formal mechanism for evaluating its performance as well as thatof its Committees and individual Directors including the Chairman of the Board. Theexercise was carried out through a structured evaluation to evaluate the performance ofindividual directors including the Board Chairman.

The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theCompanies Act 2013 and corporate governance requirements as prescribed by SEBI listingRegulations. The performance of the Board was evaluated on the basis of the criteria suchas the Board composition and structure effectiveness of Board process information andfunctioning etc. The performance of the committees was evaluated on the basis of thecriteria such as the composition of the committees effectiveness of committee meetingsetc. The Board and Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of individualdirector to the Board and committee meetings like preparedness on the issue to be discussmeaningful and constructive contribution and inputs in meetings etc. The Directors weresatisfied with the evaluation results which reflected the overall engagement of the Boardand its Committees with the Company.

26. Corporate Social Responsibility Initiatives

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established CorporateSocial Responsibility (CSR) Committee and statutory disclosures with respect to the CSRCommittee and an Annual Report on CSR Activities forms part of this Report as Annexure‘E'. The CSR Policy may be accessed on the Company's website at the weblink:https://www.goodluckindia.com .

27. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

28. Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees and Directors to report to the managementconcerns about genuine concerns or grievances unethical behavior actual or suspectedfraud or violation of the Codes of conduct or legal or regulatory requirements incorrector misrepresentation of any financial statements and reports etc. The detail vigilmechanism may be accessed on the Company's website at the weblink: https://www.goodluckindia.com.

29. Extract Of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isattached as Annexure ‘F'.

30. Particulars Of Employees

Particulars of employees and the ratio of the remuneration of each director to themedian employee's remuneration and other details in terms of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached herewith as Annexure ‘G' which form part of thisReport.

31. Payment of Listing Fees

Annual listing fee for the year 2017-18 has been paid by the Company to the stockexchanges where the company is listed i.e. BSE Ltd. and National Stock Exchange Limited.

32. Material Changes And Commitments Affecting The Financial Position Of The CompanyAfter 31st March 2017

There was no material change affecting the financial position of the company which haveoccurred between the end of financial year of the company to which the financialstatements relates i.e. 31st march 2017 and the date of the report. However In the Boardmeeting on 10th April 2017 the directors approved the plan to set up a new manufacturingfacility of the production capacity of approx 72000 MTPA for its existing line of businesseg. Steel tubes pipes precision tubes etc. at its land situated at Village: SikraTaluka-Bhachau (Kachchh) Gujarat. The proposed manufacturing facility is coming up atcompany's already owned land in Gujarat with the total investment of 74 Cr which will metby debt and internal accruals/promoters contribution. The Plant is expected to becommissioned by April 2018. The location of proposed facility is within proximity of twoports i.e. Kandla Sea Port and Mundra Sea Port and strategically very suitable to theproposed project as it will reduce freight cost for exports to a significant extent andwill give an edge over the competitors.

33. Directors Responsibility Statement

As stipulated in Section 134(3) (c) of Companies Act 2013 your Directors subscribe tothe “Directors Responsibility statement” and confirm as under:

a. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanations relating to material departures.

b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true & fair view of the state of affairs of the Company at the end of FinancialYear 2016-17 and of the Profit & Loss A/c of the Company for that period.

c. That the directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

d. That the directors have prepared the annual accounts on a going concern basis.

e. The directors in case of a listed company have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

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

34. Appreciation

Your Directors wish to thank and acknowledge with gratitude for assistanceandco-operation received from the financial institutions banks government authoritiescustomer vendors and members during the year under review. Your directors also wish toplace on record their deep sense of appreciation for the committed services by theexecutives staff and workers of the company.

On behalf of the Board of Directors
M. C. GARG
Chairman
DATE: 29th May 2017
PLACE: GHAZIABAD

ANNEXURE A

CONSERVATION OF ENERGY

Your company has always been conscious of the need to conserve energy and has alwaysattempted various measures for the same wherever possible to achieve reduction in the costof production. There is a continuous effort in moving towards a more application orientedapproach to manufacturing the products. The plants also managed to achieve substantialprocess improvements that resulted in lowers rejections rework and therefore in higheryields.

The company has taken various measures on suggestion of experts in the areas wherereduction of fuel and oil conservation is possible.

The detail regarding present energy consumption including captive generation isfurnished below:

Power and Fuel Consumption 2016-17 2015-16
1. Electricity
(a) Purchased
Unit (in thousands) KWH 33965.456 31192.278
Total Amount (Rs. In Lakh) 2639.99 2458.17
Rate/unit (Rs.) 7.77 7.88
(b) Own Generation
Through Diesel Generator
Unit (in thousands) 468.96 2076.19
Units per ltr.of diesel oil 3.30 3.20
Cost/units 13.79 13.77
2. Furnace Oil
Total Amount (Rs. in Lakh) 424.60 318.81
Total Quantity(Metric Ltr.) 1893.08 1810.17
Average Rate (Rs. /M.T.) 22.42 17.61

TECHNOLOGY ABSORPTION

We believe in continual improvement in our designs and products for ensuring fullcustomer satisfaction. Innovation in process control product development cost reductionand quality improvement are being made on continuous basis as per the requirements of themarket. The technology being used for the manufacture of steel products is developed byin- house efforts and is at par with industry norms.

FOREIGN EXCHANGE EARNING AND OUT GO

During the year under review the total foreign exchange earnings and outgo of thecompany are as follows:

(Rs. In Lakhs)
Particulars 2016-17 2015-16
Out go (CIF value of Imports) 3909.18 5519.36
Out go (Expenditure) 899.74 547.45
Earnings (F.O.B. value of Exports) 27295.67 25883.61

ANNEXURE C

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars Details
1. Name of the subsidiary Swachh Industries Limited Novalty Enterprises Private Limited
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period N.A. N.A.
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A. N.A.
4. Share capital Rs. 10000000.00 Rs. 3065500.00
5. Reserves & surplus Rs. (6515.00) Rs. 232531365.00
6. Total assets Rs. 10000000.00 Rs. 256058325.00
7. Total Liabilities Rs. 10000000.00 Rs. 256058325.00
8. Investments Rs. 3065500.00 NIL
9. Turnover NIL NIL
10. Profit before taxation Rs. (6515.00) Rs. 47442518.00
11. Provision for taxation NIL Rs. 10433526.00
12. Profit after taxation Rs. (6515.00) Rs. 37008992.00
13. Proposed Dividend NIL NIL
14. % of shareholding 100% 100%*

Notes:

1. The following information shall be furnished at the end of the statement:

A. Names of subsidiaries which are yet to commence operations : Swachh IndustriesLimited

B. Names of subsidiaries which have been liquidated or sold during the year : NIL

2. During the year the Scheme of Amalgamation of Masterji Metalloys Pvt Ltd whollyowned subsidiary with Goodluck India Ltd (Formerly-Good Luck Steel Tubes Ltd) wasapproved by the Hon'ble High Court of Delhi vide its order dated 29.08.2016. The Schemehas become effective w.e.f. 09.11.2016.

3. *Swachh Industries Limited incorporated as wholly owned subsidiary of the company on10th March 2017 and Novalty Enterprises (P) Ltd. become the wholly owned subsidiary ofSwachh Industries Limited on 31st March 2017.

4. Part “B” of Form AOC I relates to detail of Associates and Joint Venturesis not been incorporated as there is no associates and joint Ventures of the Company.

ANNEXURE D

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship N.A.
b) Nature of contracts/arrangements/transaction N.A.
c) Duration of the contracts/arrangements/transaction N.A.
d) Salient terms of the contracts or arrangements or transaction including the value if any N.A.
e) Justification for entering into such contracts or arrangements or transactions' N.A.
f) Date of approval by the Board N.A.
g) Amount paid as advances if any N.A.
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 N.A.

2. Details of material contracts or arrangements or transactions at Arm's lengthbasis.

Name (s) of the related party & nature of relationship Nature of contracts/ arrangements/ transaction Duration of the contracts/ arrangements/ transaction Salient terms of the contracts or arrangements or transaction including the value if any Date of approval by the Board Amount paid as advances if any
N.A. N.A. N.A. N.A. N.A. N.A.

The company has not entered into any related party contract or arrangement ortransaction which is material. “Material Related Party Transactions” means acontract or arrangement or transaction as defined as material in Listing Regulations orany other law or regulation including any amendment or modification thereof as may beapplicable.

ANNEXURE G

DETAILS PERTAINING TO REMUNERATION AS REQUIRED INFORMATION UNDER SECTION 197(14) &SECTION 197(12) RULE 5 (1) (2) & (3) OF COS (APPOINTMENT & REMUNERATION) RULES2014

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 1. Mr. M.C Garg (Whole- Time Director) : 41.22 : 1
2. Mr. R.C Garg (Whole- Time Director) : 32.15 : 1
3. Mr. Nitin Garg (Whole- Time Director) : 23.91 : 1
2. Percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager in the financial year 1. Mr. M.C Garg (Whole- Time Director) : 47%
2. Mr. R.C Garg (Whole- Time Director) : 15%
3. Mr. Nitin Garg (Whole- Time Director) : 21%
4. Mr. Sanjay Bansal (C.F.O.) : 7.5%
5. Mr. Abhishek Agrawal (C.S) : 13%
3. Percentage increase in the median remuneration of employees in the financial year 13%
4. Number of permanent employees on the rolls of company 1584
5. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in the managerial Remuneration. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year is 11 % in comparison of 28% increase in the managerial remuneration.
Explanation: Remuneration of both employees & Managerial Personnel are based on Company's as well as Individual performance and there is no exceptional circumstance for increase in the managerial remuneration.
6. Affirmation that the remuneration is as per the remuneration policy of the company It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors Key Managerial Personnel and other Employees.
7. Statement of particulars of employees under section 197(12). The statement of particulars of employees under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:

As per section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 list of top 10employees of the Company employed throughout the financial year 2016-17 in terms ofremuneration drawn:

Name(s) Designation Remuneration (Amount in Rs.) Qualification Relation Total Experience (No. of years) Joining Date Age (years)
M C Garg Chairman & Executive Director 6000000 B. Tech from IIT- Roorkee Brother of R C Garg 48 06/11/1986 71
R C Garg Executive Director 4680000 Mining Engineer from ISM -Dhanbad Brother of M C Garg 46 12/09/1988 70
Ram Aggarwal CEO 4680000 B. Tech N.A. 28 25/09/1988 50
Manish Garg C0O 4680000 B. Tech Son of M C Garg 24 01/06/1992 46
Nitin Garg Executive Director 3480000 B. Tech MBA- Nar- see Monjee N.A. 12 08/08/2005 37
Shyam Aggarwal COO 3480000 B. Tech N.A. 24 05/04/1993 47
Rajeev Garg Senior Management Executive 3480000 B. Tech N.A. 23 01/04/1994 47
Ashish Garg Senior Management Executive 3480000 B.Com. N. A. 25 07/10/1991 45
Umesh Garg Senior Management Executive 3480000 B. Tech from IIT Delhi MS- London Son of R C Garg 10 02/07/2007 32
Saras Garg Senior Management Executive 3480000 MBA - Narsee Monjee N.A. 9 25/06/2007 31

Notes :

1. The company didn't pay any remuneration to its any Non- Executive IndependentDirector during the Financial Year 2016 – 17.

2. None of the employees are covered under Rule 5(3) (viiii) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 of Section 197 of theCompanies Act 2013 except Mr. Ram Aggarwal who holds 3.31% and Mr. Manish Garg who holds2.87 % of equity shares of the Company.

3. All appointments are contractual and terminable by notice on either side.

4. None of the above employees have worked with any other organization.