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Gujarat Toolroom Ltd.

BSE: 513337 Sector: Engineering
NSE: N.A. ISIN Code: INE145J01024
BSE 00:00 | 11 May Gujarat Toolroom Ltd
NSE 05:30 | 01 Jan Gujarat Toolroom Ltd
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OPEN 11.50
CLOSE 11.50
VOLUME 200
52-Week high 13.95
52-Week low 10.57
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Toolroom Ltd. (GUJTOOLROOM) - Director Report

Company director report

To

THE MEMBERS

Your Directors have the pleasure of presenting their 33nd Annual Reporton the business and operations of the Company and the accounts for the financial yearended March 31 2017.

I. FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31st March 2017 issummarized below:

(Amount In Rs.)
Financial Particular Year ending on 31st March 2017 Year ending on 31st March 2016
Total Income (Net) 0 0
Total Expenditure 879305 1115562
Gross Profit/(Loss) (879305) (1115562)
Less:
Depreciation 0 0
Provision For Taxation 0 0
Extra Ordinary Items 0 0
Tax Expense:
Adjustment of earlier years 0 0
Profit/(Loss) After Tax (879305) (1115562)

II. PERFORMANCE REVIEW:-

During the year under review the Company has incurred loss and not done any commercialoperations. However your directors are optimistic about the future growth and performanceof the Company.

III. TRANSFER TO RESERVES :

During the year under review the Company has not transferred any amount to reserves.

IV. DIVIDEND:

Since the Company has incurred loss in the Financial Year ended 31.03.2017.Hence nodividend is declared by the Company.

V. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section

73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptanceof Deposit) Rules 2014 during the period under review. Hence the requirement forfurnishing the details of deposits which are not in compliance with Chapter V of the Actis not applicable.

VI. CHANGE IN THE NATURE OF THE BUSINESS:

During the year there is no change in the nature of the business of the Company.

VII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

VIII. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

IX. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

X. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements. During theyear such Controls were tested and no reportable material weakness was observed.

XI. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

XII. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 during the financial period under review.

The details of the investments made by company are given in the notes to the financialstatements.

XIII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

XIV. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

XV. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilising alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

A. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.

e) the expenditure incurred on Research and Development : Nil

B. FOREIGN EXCHANGE EARNING & OUTGO :

Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL

XVI. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Composition of Board

Name of Directors Designation Category No. of Board Meeting held during the year No. of Board Meeting attended during the year
Mr. Viral N. Shah Chairman & Director Independent 4 4
Mr. Vishal M. Shah Managing Director Promoter Executive 4 4
Mr. Suryakant Parikh* Managing Director Promoter Executive 4 1
Mr. Bhavin S. Parikh Director Promoter Executive 4 4
Mr. Kunjan N. Vora Director Independent 4 4
Ms. Falguni J. Trivedi Director Independent 4 4

*Mr. Suryakant H. Parikh Resigned as MD w.e.f. 24/05/2017

ii. Appointment:

MR. VISHAL SHAH

During the year Mr. Vishal M. Shah (Din: 03279724) the existing director of thecompany has been appointed as Managing Director of the Company w.e.f. 24th May2017 subject to approval of shareholders in the ensuing AGM.

Further the item for approval of appointment of Mr. Vishal M. Shah (Din: 03279724 asManaging Director of the Company has been included in the business to be transacted in theensuing AGM to be held on 16.09.2017. The brief resume of the Director and other relatedinformation has been detailed in the Notice convening the 33th AGM of yourCompany.

Mr. MANISH ARORA

The Board in its meeting held on 20th April 2017 appointed Mr. Manish Aroraas Company Secretary of the Company w.e.f the same day.

As on the date of this report the following are the Key Managerial Personnel of theCompany:

1. Mr. Vishal Mukesh Kumar Shah (Managing Director)

2. Mr. Viren Gurjar (Chief Financial Officer)

3. Mr. Manish Arora (Company Secretary)

iii. Retirement by rotation and subsequent re-appointment:

Ms. Falguni Jitendrabhai Trivedi (DIN: 07243113) is liable to retire by rotation atthe ensuing AGM pursuant to the provisions of Section 152 of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of Company and being eligible have offered herself forreappointment. Appropriate resolutions for the reappointment are being placed for yourapproval at the ensuing AGM.

The brief resume of the Director and other related information has been detailed in theNotice convening the 33th AGM of your Company.

iv. Cessation:

During the year Mr. Suryakant H. Parikh (Din: 00038136) resigned from the post ofManaging Director w.e.f. 24th May 2017. The Board has noted his contributionas Director of the Company during his tenure on the Board of the Company.

v. Declaration of Independence:

Mr. Kunjan Vora (DIN: 03612667) and Mr. Viral Shah (DIN: 03603173) are the existingIndependent Directors the Company and the Company has received declarations from all theIndependent Directors confirming that they meet the criteria of independence as prescribedunder the provisions of the Companies Act 2013 read with the Schedules and Rules issuedthereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force).

vi. Evaluation of Board's Performance:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out.

vii. Number of Board Meetings conducted during the year under review:

The Company had 4 Board meetings on 24/05/2016 11/08/2016 14/11/2016 and 07/02/2017during the financial year under review.

XVII. DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii. 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 or loss of the Company for the year under review.

iii. 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

XVIII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. Four meetings of the Audit Committee were heldduring the year viz. on 24th May 2016 11th August 2016 14thNovember 2016 and 07thFebruary 2017 respectively. The details of composition ofAudit Committee and other relevant matters as under:

Name Of Director Category of Directorship Remarks Number of meeting held Number of meeting attended
Ms. Kunjan N. Vora Independent Non Executive Chairman 4 4
Mr. Bhavin S. Parikh Non-Independent Non Executive Member 4 4
Mr. Viral N. Shah Independent Non Executive Member 4 4

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

[B] NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Committee is as under:

Name Of Director Category of Directorship Remarks Number of meeting held Number of meeting attended
Mr. Kunjan N. Vora Independent Non Executive Chairman 1 1
Mr. Bhavin S. Parikh Non-Independent Non Executive Member 1 1
Mr. Viral N. Shah Independent Non Executive Member 1 1

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

The said policy is furnished in "Annexure A" and is attached to thisreport.

During the financial year ended on 31st March 2017 the Nomination and RemunerationCommittee met one time on 11th August 2016.

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee comprises of the following members:

Name Of Director Category of Directorship Designation
Mr. Kunjan N. Vora Independent Non Executive Chairman
Mr. Bhavin S. Parikh Non-Independent Non Executive Member
Mr. Viral N. Shah Independent Non Executive Member

Details of Investor's grievances/ Complaints:

All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2017 are NIL.

There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2017.

Meetings of stakeholder relationship committee

During the year the Committee met duly 5 times on 20/09/2016 10/11/2016 10/02/201710/03/2017 20/03/2017.

Compliance Officer:

The Compliance officer of the Company is Mr. Manish Kumar Arora.

XIX. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.

The said policy is also available on the website of the Company at www.gujarattoolroom.com

XX. AUDITORS:

A. Ratification of Statutory Auditors:

The present Auditors of the Company M/s Dharmesh Parikh & Co. CharteredAccountants Ahmedabad were appointed as Auditors for a period of 4 year(s) at the 30thAnnual General Meeting held on 26th September 2014 to hold office till theconclusion of 34th Annual General Meeting to be held in 2018.

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s Dharmesh Parikh & Co. CharteredAccountants as the Statutory Auditors of the Company.

The consent of M/s Dharmesh Parikh & Co. Chartered Accountants along withcertificate under Section 139 of the Act has been obtained to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company.

There are no qualifications reservations or adverse remarks made by M/s. DharmeshParikh & Co. Chartered Accountants the Statutory Auditors of the Company in theirreport. The observations made by the Statutory Auditors in their report for the financialperiod ended 31st March 2017 read with the explanatory notes therein are self-explanatoryand therefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

B. Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company

C. Secretarial Auditors:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s KhandelwalDevesh & Associates Company Secretaries had been appointed to issue Secretarial AuditReport for the period ended on 31st March 2017.

Secretarial Audit Report issued by M/s Khandelwal Devesh & Associates CompanySecretaries in Form MR-3 attached and marked as Annexure "B" forthe period under review forms part of this report. The said report contains observationsor qualifications which are as under:

1. Qualification relating to the appointment of Company Secretary.

The Board of Directors of your Company would like to explain on the said observationthat the board in it meeting held on 20/04/2017 has appointed Mr. Manish Kumar Arora asCompany Secretary and Compliance officer of the Company.

XXI. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.

XXII. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report

XXIII. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYOF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

XXIV. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

XXV. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY

The Board of Directors of the company at their meeting held on 24th May 2016 approvedthe appointment of M/S Bigshare Services Private Limited in place of M/s Sharepro (India)Private Limited. The Bigshare Services Private Limited acting as Common Share Registry ofthe Company w.e.f 15th July 2016.

XXVI. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Corporate Governance Report forming part of the Annual Report.

XXVII. LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The Companyyet to pay annual listing fee for the F.Y. 2017-18 further the Company is regular incompliances of various clauses and regulations of the Listing Agreement and/or LODR.

XXVIII. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.

XXIX. FINANCIAL CALENDAR:

The Company expects to announce the unaudited/audited quarterly results for the year2017-18 as per the following schedule:

First quarter : 2nd week of August 2017
Half-yearly results : 2nd week of November 2017
Third quarter : 2nd Week of February 2018
Yearly Results : By end of May 2018

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

Place: Ahmedabad For and on behalf of the Board
Date: 10/08/2017
Viral N. Shah
Chairman
(DIN: 03603173)

Annexure-"A"

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

In pursuance to the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors key managerial personnel andemployees of the Company to harmonise the aspirations of human resources consistent withthe goals of the company and in terms of the provisions of the Companies Act 2013 thispolicy on Nomination and Remuneration of directors Key Managerial Personnel (KMP) andSenior Management has been formulated by the Nomination and Remuneration Committee(NRC")and approved by the Board of Directors of the Company.

CONSTITUTION OF COMMITTEE

The Board of Directors of Gujarat Toolroom Limited ("the Company")constituted the "Nomination and Remuneration Committee" consisting of three (3)Non-Executive Directors of which majority are Independent Directors in accordance with theprovisions of Section 178 of the Companies Act 2013.

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) Formulate the criteria for determining qualifications positive attributesindependence of a Director and policy relating to remuneration for Directors KeyManagerial Personnel and other employees

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

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

e) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage

f) To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company'soperations.

g) To develop a succession plan for the Board and to regularly review the plan.

DEFINITIONS

"Act" means the Companies Act 2013 and Rules framed thereunder as amendedfrom time to time. "Board" means Board of Directors of the Company."Directors" mean Directors of the Company. "Key Managerial Personnel"means

a) Chief Executive Officer or the Managing Director or the Manager;

b) Whole-time director;

c) Chief Financial Officer;

d) Company Secretary; and

e) Such other officer as may be prescribed.

"Senior Management" means personnel of the company who are members of itscore management team excluding the Board of Directors including Functional Heads.

Policy for appointment and removal of Director KMP and Senior Management A.Appointment criteria and qualifications

I. 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.

II. 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 is sufficient /satisfactory for the concerned position.

III. The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

B. Term / Tenure

Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term. IndependentDirector:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment 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 October1 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 or such othernumber as may be prescribed under the Act.

C. Evaluation

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

D. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel

The remuneration / compensation / commission etc. to the Whole-time Director 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. While determining the remuneration of Executive Directors and KeyManagerial Personnel the Committee shall consider following factors:

i) Industry standards if the data in this regard is available.

ii) The job description.

iii) Qualification and experience level of the candidate. The remuneration payable tothe Executive Directors including the value of the perquisites shall not exceed thepermissible limits as are mentioned within the provisions of the Companies Act 2013. Theyshall not be eligible for any sitting fees for attending any meetings. The Non-ExecutiveDirectors shall not be eligible to receive any remuneration/ salary from the Company.However the Non-Executive Directors shall be paid sitting fees for attending the meetingof the Board or committees thereof and commission as may be decided by the Board/Shareholders from time to time presently the Company is not paying any sitting fee. Theyshall also be eligible for reimbursement of out of pocket expenses for attending Board/Committee Meetings.

DUTIES IN RELATION TO NOMINATION MATTERS

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;

c) Determining the appropriate size diversity and composition of the Board;

d) Evaluating the performance of the Board members and Senior Management in the contextof the Company's performance from business and compliance perspective;

e) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

f) Delegating any of its powers to one or more of its members or the Secretary of theCommittee;

g) Recommend any necessary changes to the Board; and

DUTIES IN RELATION TO REMUNERATION MATTERS:

The duties of the Committee in relation to remuneration matters include:

To consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

REVIEW AND AMENDMENTS:

i. The NRC or the Board may review the Policy as and when it deems necessary.

ii. The NRC may issue guidelines procedures formats reporting mechanism and manualin supplement and better implementation to this policy if it thinks necessary. ThisPolicy may be amended or substituted by the NRC or by the Board and as when required andalso by the Compliance Officer where there is any statutory change necessitating thechange in the policy.