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Kapashi Commercial Ltd.
|BSE: 512399||Sector: Financials|
|NSE: N.A.||ISIN Code: INE017I01019|
|BSE 00:00 | 02 Jan||52.65||
|NSE 05:30 | 01 Jan||Kapashi Commercial Ltd|
Kapashi Commercial Ltd. (KAPASHICOMMERC) - Director Report
Company director report
Your Directors have pleasure in presenting this Thirty First Annual report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedon 31st March 2016.
A. The Extract of the Annual Return in form MGT-9:
Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014
I. Registration and other Details
i. CIN: L51900MH1985PLC037452
ii. Registration Date: 11thSeptember 1985
iii. Name of the Company: KAPASHI COMMERCIAL LIMITED
iv. Category: Company Limited by shares
Sub-Category of the Company: Indian Non-Government Company
v. Address of the Registered Office and contact details:
Nishuvi 4th Floor 75 Dr. Annie Besant Road Worli
vi. Whether Listed Company: Yes Listed on Bombay BSE.
vii. Name Address and Contact details of Registrar and Transfer Agent:
Purva Sharegistry (India) Pvt. Ltd.
Unit No. 9 Shiv Shakti Industrial EstateGround Floor J. R. Boricha Marg Opp.Kasturba Hospital Lower Parel Mumbai-400011.
Tel.: 91-22-23016761/8261 Fax: 91-22-23012517 Email:
II. PRINCIPAL BUSINESS ACTIVITIES
All the business activities contributing 10 % or more of the total turnover of theCompany
III. PARTICULAR OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
(ii) Shareholding of Promoters
(in') Change in Promoters Shareholding (please specify if there is no change)
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):
(v) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
B. Remuneration to other directors:
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANA GER/WTD
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
For and on behalf of the Board of Directors
B (I) Number of meeting of the Board:
During the year 2015-16 the Board of Directors met Seven times viz. on 14thApril2015; 20thMay 2015; 12th August 2015; 27th October20154th November 2015; 4th January 2016 and10thFebruary 2016.
(II) Number of meeting of the Audit Committee:
During the Year 2015-2016 the Member of Audit Committee met Four times viz. on 20thMay 2015; 12th August 2015; 4th November 2015 and 10thFebruary 2016.
C Directors Responsibility Statement:
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards had been followed along with properexplanation 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 as at March 31 2015 and of the profitand loss of the company for that period;
(iii) the directors had taken proper and sufficient care 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;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(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 systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
D. A statement on declaration given by independent directors under sub-section (6) ofsection 149;
All Independent Directors have given declarations that they meet the criteria ofindependent as laid down under Section 149(6) of the Companies Act 2013 and provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
E. Companys policy on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of section 178;
The Policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appended as Annexure Ato this Report.
F. Comments on Auditors Report
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. D.V VORA& Co. Statutory Auditors in their report and by M/s. R. N. Shah &Associates Company Secretary in Practice in secretarial audit report.
G. Particulars of loans guarantees or investments under section 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013and Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) regulations 2015 are given in the notesto the Financial Statements.
Related Party Transactions:
Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the form AOC-2:
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee. Prior omnibus approval of the AuditCommittee is obtained for related party transactions wherever required and thetransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee for reviewing on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website www.kapashicommercial.com.Noneof the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014:
1. Details of contracts or arrangements or transactions not at arms length basis:Nil
2. Details of material contracts or arrangement or transactions at arms lengthbasis: Nil
Your Directors regret their inability to recommend any Dividend for the year underreview.
J. Material Changes between the date of the Board report and end of financial year
There have been no material changes and commitments if any affecting 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 the report.
K. The conservation of energy technology absorption foreign exchange earnings andoutgo in such manner as may be prescribed;
Information on conservation of energy technology absorption are not Applicable toyour Company. There was no foreign exchange earnings and outgo stipulated under Section134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules2014.
L. A statement indicating development and implementation of a risk management policyfor the company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company;
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
The Companys internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors.
M. The details about the policy developed and implemented by the Company if any onCorporate Social Responsibility initiatives taken during the year;
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
N. Statement indicating the manner in which formal annual evaluation has been made bythe Board of its own performance and that of its committees and individual directors
The formal annual evaluation has been done by the board of its own performance and thatof its committee and individual directors on the basis of evaluation criteria specified inthe Nomination and Remuneration policy of the Company. A member of the Board/committee didnot participate in the discussion of his/her evaluation.
the financial summary or highlights;
The operations of the Company have shown improvement as compared to the previous year.The Company has Earned total income of Rs.6957410/- during the year under report ascompared to Rs. 7001010/- during the previous year reflecting a decline of 0.62 % overthe previous year. The net profit of the Company during the year amounted toRs.3395794/- compared to net profit of Rs. 3918317/- in the previous year.
a report on the performance and financial position of the associates companiesincluded in the consolidated financial statement is presented: N.A
the change in the nature of business if any;: N.A
the details of directors or key managerial personnel who were appointed or haveresigned during the year;
As per the provisions of the Companies Act 2013 and the Articles of Association of thecompany Mr. Sevantilal S. Kapashi (DIN 00073665) will retire in the ensuing AnnualGeneral Meeting and being eligible seek re-appointment. The Board of Directors recommendshis re-appointment.
As per the provisions of the Companies Act 2013 and the Articles of Association of thecompany Mr. Paresh Sevantilal Kapashi (DIN 00073665) will retire in the ensuing AnnualGeneral Meeting and being eligible seek re-appointment. The Board of Directors recommendshis re-appointment.
the names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year;: N.A
the details relating to deposits covered under Chapter V of the Act: NA
the details of deposits which are not in compliance with the requirements ofChapter V of the Act: N.A
the details of significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and companys operations infuture: N.A
the details in respect of adequacy of internal financial controls with referenceto the Financial Statements.
M/s. D.V. Vora & Co. Chartered Accountants having registration number FRNNo.111624W were appointed as Statutory Auditors of your Company at the 30thAnnualGeneral Meeting held on Wednesday 23rd day of September 2015for a term of twoconsecutive years. As per the provisions of Section 139 of the Companies Act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
In order to prevent sexual harassment of women at work place the Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up Committeefor implementation of said policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and during the year Company has notreceived any complaint of such harassment.
Disclosure pursuant to Section 197(12) of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. R. N. Shah & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as "Annexure B"
Composition of Audit Committee:
The present Audit Committee consists of the following directors:
1. Mr. Mahasukhlal Popatlal Shah Chairman & Independent Director
2. Mrs. Varsha Praful Dalal Independent Woman Director
3. Mr. Paresh S. Kapashi Director
Composition of Nomination and Remuneration Committee:
The present Audit Committee consists of the following directors:
1. Mr. Mahasukhlal Popatlal Shah Independent Director
2. Mrs. Varsha Praful Dalal Independent Woman Director
3. Mr. Nimish I. Kapashi Director
Vigil mechanism/whistle Blower Policy:
The Company has established a vigil mechanism/Whistle Blower Policy for Directors andemployees to report their genuine concerns.
More than 99.715% of the shares of the Company are in dematerialized form. YourDirectors request all the members who have not yet got their holding dematerialized to doso to enable easy trading of the shares as the shares of the Company are compulsorilytraded in dematerialized form.
Following details are also available on the website of the Company i.e. on
1. Familiarisation programmes for Independent Directors.
2. Policy on Related Party Transactions
3. Internal Financial Control Policies
4. Policy on Board Diversity
5. Risk Management Policy
6. Nomination and Remuneration Committee Policy
7. Whistle Blower Policy
8. Code of Conduct for Directors and Employees
9. Policy on Preservation of Documents
Management Discussion and Analysis Report:
In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations theManagements discussion and analysis are as follows.
Statement made in this report describing the Companys objectives projectionestimates and expectations may be "forward-looking statements" within themeaning of applicable laws and regulations. Actual results may differ materially fromthose expressed or implied. Important factors that could make a difference to theCompanys operations include economic conditions affecting the Markets in whichcompany operates; changes in the Government regulations; tax laws and other statutes andincidental factors.
INDUSTRY STRUCTURE AND DEVELOPMENT:
Changing economic and business conditions and rapid growth of Business Environment arecreating an increasingly competitive market environment that is driving corporations totransform their operations. Companies are focusing on their core competencies and serviceproviders to adequately address these needs. The role of technology has evolved fromsupporting corporations to transforming their business.
OPPORTUNITIES AND THREATS:
The performance of market in India has a direct correlation with the prospect ofeconomic growth and political stability. Though the growth projections for F.Y. 2015-16appear reassuring there are certain downside risks such as pace and shape of globalrecovery effect of withdrawal of fiscal stimulus and hardening of commodity prices.Accommodative monetary policies in advanced economies coupled with better growthprospects in Emerging Markets (EMs) including India are expected to trigger large capitalinflows in EMs which in turn could lead to inflationary pressures and asset price bubble.Our business performance may also be impacted by increased competition from local andglobal players operating in India regulatory changes and attrition of employees. Withgrowing presence of players offering advisory service coupled with provision of funds forthe clients' needs we would face competition of unequal proportion. We continuouslytackle this situation by providing increasingly superior customized services.
In financial services business effective risk management has become very crucial. YourCompany is exposed to credit risk liquidity risk and interest rate risks. Your companyhas in place suitable mechanisms to effectively reduce such risks. All these risks arecontinuously analysed and reviewed at various levels of management through an effectiveinformation system. The Company is having excellent Board of Directors who are Expert infinancial sector and are helping the Company in making good Investment.
OUTLOOK AND FUTURE PROSPECTS:
Competition continues to be intense as the Indian and foreign banks have entered theretail lending business in a big way thereby exerting pressure on margins. The erstwhileproviders of funds have now become competitors. Company can sustain in this competitiveenvironment only through optimization of funding costs identification of potentialbusiness areas widening geographical reach and use of technology cost efficienciesstrict credit monitoring and raising the level of customer service.
RISKS & CONCERNS:
In today's complex business environment almost every business decision requiresexecutives and managers to balance risk and reward. Effective risk management is thereforecritical to an organization's success. Globalization with increasing integration ofmarkets newer and more complex products & transactions and an increasingly stringentregulatory framework has exposed organisations to newer risks. As a result today'soperating environment demands a rigorous and integrated approach to risk management.Timely and effective risk management is of prime importance to our continued success.Increased competition and market volatility has enhanced the importance of riskmanagement. The sustainability of the business is derived from the following:
(1) Identification of the diverse risks faced by the company.
(2) The evolution of appropriate systems and processes to measure and monitor them.
(3) Risk management through appropriate mitigation strategies within the policyframework.
(4) Monitoring the progress of the implementation of such strategies and subjectingthem to periodical audit and review.
(5) Reporting these risk mitigation results to the appropriate managerial levels.
As there are no subsidiaries of the company investment made in subsidiaries is nil.
The Companys relations with the employees continued to be cordial.
SEGMENT-WISE OR PRODUCT WISE PERFORMANCE:
The Company operates in only single segment. Hence segment wise performance is notapplicable. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUENCY:
Your Company has an effective system of accounting and administrative controlssupported by an internal audit system with proper and adequate system of internal checkand controls to ensure safety and proper recording of all assets of the Company and theirproper and authorised utilization. As part of the effort to evaluate the effectiveness ofthe internal control systems your Company's internal audit department reviews all thecontrol measures on a periodic basis and recommends improvements wherever appropriate.The internal audit department is manned by highly qualified and experienced personnel andreports directly to the Audit Committee of the Board. The Audit Committee regularlyreviews the audit findings as well as the an Information Security Assurance Service isalso provided by independent external professionals. Based on their recommendations theCompany has implemented a number of control measures both in operational and accountingrelated areas apart from security related measures.
Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Government of India Government of Maharashtra Authorities and theBankers to the Company for their valuable support and look forward to their continuedco-operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employees andall those who have helped in the day to day management.
For and on behalf of the Board of Directors
NOMINATON AND REMUNERATON POLICY
This policy is has been formulated by the Committee and approved by the Board ofDirectors.
2. OBJECTIVE OF THE COMMITTEE:
The Committee shall:
a. Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees.
b. Formulation of criteria for evaluation of Independent Director and the Board
c. Devising a policy on Board diversity.
d. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.
e. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
3.1 Board means Board of Directors of the Company.
3.2 Director means Directors of the Company.
3.2 Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board from time to time.
3.4 Company means Kapashi Commercial Limited.
3.5 Independent Director means Independent Director as provided under clause 49of the Listing Agreement and/or under the Companies Act 2013.
3.6 Key Managerial Personnel means Key Managerial Personnel as defined Section2(51) of the Companies Act 2013.
3.7 Senior Management The expression senior managementmeans personnel of the Company who are members of its core management team excluding Boardof Directors comprising all members of management one level below the executive directorsincluding the functional heads.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.
4. GENERAL APPOINTMENT CRITERIA:
4.1 The Committee shall consider the ethical standards of integrity and probityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and accordingly recommend to the Board his / her appointment.
4.2 The Company should ensure that the person so appointed as Director/ IndependentDirector/ KMP/ Senior Management Personnel shall not be disqualified under the CompaniesAct
2013 rules made there under Listing Agreement or any other enactment for the timebeing in force.
4.3 The Director/ Independent Director/ KMP/ Senior Management Personnel shall beappointed as per the procedure laid down under the provisions of the Companies Act 2013rules made there under Listing Agreement or any other enactment for the time being inforce.
5. ADDITIONAL CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
The appointment of Independent director shall be governed as per the provisions ofclause 49 of the Listing Agreement (as amended from time to time) and the Companies Act2013.
6. TERM / TENURE:
The Term / Tenure of the Directors shall be governed as per provisions of the CompaniesAct 2013 and rules made there under as amended from time to time and as per listingagreement.
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under or under any other applicable Act rules and regulations or any otherreasonable ground the Committee may recommend to the Board for removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.
8. CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTOR AND THE
Following are the Criteria for evaluation of performance of Independent Directors andthe Board:
8.1 Executive Directors:
The Executive Directors shall be evaluated on the basis of targets / Criteria given toexecutive Directors by the Board from time to time.
The Independent Directors shall take the views of the executive director(s) andnon-executive director(s) to review the performance of the Chairman of the Company.
8.21 Non Executive Director:
The Non Executive Directors shall be evaluated on the basis of the following criteriai.e. whether they:
a. act objectively and constructively while exercising their duties;
b. exercise their responsibilities in a bona fide manner in the interest of thecompany;
c. devote sufficient time and attention to their professional obligations for informedand balanced decision making;
d. do not abuse their position to the detriment of the company or its shareholders orfor the purpose of gaining direct or indirect personal advantage or advantage for anyassociated person;
e. refrain from any action that would lead to loss of his independence
f. inform the Board immediately when they lose their independence
g. assist the Company in implementing the best corporate governance practices.
h. strive to attend all meetings of the Board of Directors and the Committees;
i. participate constructively and actively in the committees of the Board in which theyare chairpersons or members;
j. strive to attend the general meetings of the Company
k. keep themselves well informed about the Company and the external environment inwhich it operates;
l. moderate and arbitrate in the interest of the Company as a whole in situations ofconflict between management and shareholders interest.
m. abide by Companys Memorandum and Articles of Association Companyspolicies and procedures including code of conduct insider trading guidelines etc.
n. provide various directions in the best interest of the Company on key issues.
Apart for aforesaid criteria the Non-Executive Directors (including IndependentDirectors) shall be evaluated on any other criteria as the Board/Committee/IndependentDirectors as they deemed proper from time to time.
8.3 Board (including Various Committees):
The Board (including various committees) shall be evaluated on the basis of thefollowing criteria i.e. whether:
a. the Board Ensure the integrity of financial information and robustness of financialand other controls.
b. the Board oversees the management of risk and review the effectiveness of riskmanagement process.
c. the Board of directors works as a team.
d. the Board is robust in taking and sticking to decisions.
e. the Board as a whole up to date with latest developments in the regulatoryenvironment and the market.
f. sufficient Board and committee meetings of appropriate length being held to enableproper consideration of issues.
g. the relationships and communications with shareholders are well managed.
h. the relationships and communications within the board constructive.
i. all directors allowed or encouraged to participate fully in board discussions.
j. the Board take the Initiative to maintain moral value of the Company.
k. the Board contribute to enhance overall brand image of the Company.
Apart from aforesaid criteria the Board (including Committees) shall be evaluated onany other criteria as the Board/Committee/Independent Directors as they deemed proper fromtime to time.
9. POLICY ON BOARD DIVERSITY:
The appointment of director(s) on the Board should be based on merit that complementsand expands the skills experience and expertise of the Board as a whole taking intoaccount gender age professional experience and qualifications educational backgroundand any other factors that the Board might consider relevant and applicable from time totime towards achieving a diverse Board.
The Nomination & Remuneration Committee is (among other things) responsible for:
reviewing the structure size and composition of the Board and the appointment of newdirectors of the Company from time to time to ensure that it has a balanced composition ofskills experience and expertise appropriate to the requirements of the businesses of theCompany with due regard to the benefits of diversity on the Board.
10.1 The Committee will recommend the remuneration to be paid to the ManagingDirector Whole-time Director KMP and Senior Management Personnel to the Board for theirapproval.
The level and composition of remuneration so determined by the Committee shall bereasonable and sufficient to attract retain and motivate directors Key ManagerialPersonnel and Senior Management of the quality required to run the company successfully.The relationship of remuneration to performance should be clear and meet appropriateperformance benchmarks. The remuneration should also involve a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the Company and its goals.
10.2 Director/ Managing Director
Besides the above Criteria the Remuneration/ compensation/ commission etc to be paidto Director/ Managing Director etc. shall be governed as per provisions of the CompaniesAct 2013 and rules made there under or any other enactment for the time being in force.
10.3 Non executive Independent Directors
The Non- Executive Independent Director may receive remuneration by way of sitting feesas decided by the Board from time to time for attending meetings of Board or Committeethereof; Provided that the amount of such fees shall not exceed the ceiling/ limits asprovided under Companies Act 2013 and rules made there under or any other enactment forthe time being in force.
10.4 KMPs / Senior Management Personnel etc.
The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on theexperience qualification and expertise of the related personnel and governed by thelimits if any prescribed under the Companies Act 2013 and rules made there under or anyother enactment for the time being in force.
10.5 Other employees:
Without prejudice to what is stated in para 10.1 to 10.4 the remuneration to be paidto the other employees shall be decided by the management of the Company based on theexperience qualification expertise of the employees or any other criteria as may bedecided by the Management.
11. SUCCESSION PLANNING:
The Nomination & Remuneration Committee shall work with the Board on the Leadershipsuccession plan and shall also prepare contingency plan for succession in case of anyexigencies.