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Kolte Patil Developers Ltd.

BSE: 532924 Sector: Infrastructure
NSE: KOLTEPATIL ISIN Code: INE094I01018
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VOLUME 2546
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OPEN 234.95
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VOLUME 2546
52-Week high 404.25
52-Week low 207.30
P/E 17.99
Mkt Cap.(Rs cr) 1,773
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kolte Patil Developers Ltd. (KOLTEPATIL) - Director Report

Company director report

Your Directors have pleasure in presenting 27th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31 March 2018.

1. Financial highlights

(Rs. in Lakhs)

Particulars

Consolidated

Standalone

2017-18 2016-17 2017-18 2016-17
Revenue from Operations 140272 96382 67110 53332
Other Income 1434 1014 4022 4339
Total Income 141706 97396 71132 57671
Operating Profit before interest depreciation amortization and taxes (EBITDA) 31689 24821 20978 17250
Depreciation and amortization 1536 1485 645 622
Interest and finance charges 9870 8604 4781 4283
Profit Before Tax (PBT) 20283 14732 15552 12345
Tax expenses 4926 6244 5061 3874
Profit After Tax (PAT) 15357 8488 10491 8471
Add: Other Comprehensive Income 39 31 16 29
Total Comprehensive Income before Non-Controlling Interest 15396 8519 10507 8500
Less: Non-Controlling Interest 3217 (231) - -
Profit after other Comprehensive Income 12179 8750 10507 8500
Earnings Per share (in H) 16.03 11.51 13.84 11.18

2. Performance of the Company

The highlights of the company's performance is as under:

Financial Overview (Consolidated Performance)

Our revenues increased by 45.53% at Rs.140272 lakhs during the year compared toRs.96382 lakhs in the previous year. Expenses (excluding Finance cost) increased by50.62% to Rs.111553 lakhs from Rs.74060 lakhs in the previous year. Earnings BeforeInterest Taxes and Depreciation increased by 27.67% at Rs.31689 lakhs as compared toRs.24821 lakhs. EBITDA margins reduced from 25.75% to 22.59% during the year. TotalComprehensive Income (post minority interest) increased by 39.19% at Rs.12179 lakhscompared to Rs.8750 lakhs in the previous year. Earnings Per Share stood at H16.03 ascompared to Rs.11.51 last year. Dividend of Rs.2 per share amounting to a payout of12.45% of the year's profits has been recommended by the Board of Directors.

Financial Overview (Standalone Performance)

Our revenues in 2017-18 increased by 25.83% during the year at Rs.67110 lakhs comparedto Rs.53332 lakhs in the previous year. Earnings Before Interest Taxes and Depreciationincreased by 21.61% at Rs.20978 lakhs as compared to Rs.17250 lakhs in the previousyear. EBITDA margins decreased from 32.34% to 31.26% during the year. Profit withcomprehensive income after Tax was increased by 23.61% at Rs.0507 lakhs compared toRs.8500 lakhs in the previous year. Earnings per Share increased during the year atRs.3.84 as compared to Rs.11.18.

3. Dividend

Your Directors have recommended a final dividend of H2 per equity share on 75798409equity shares of H10 each. This dividend is subject to the approval of the members at theensuing 27th Annual General Meeting.

4. Fixed Deposits

During the year under review the Company has not accepted any fixed deposits under theprovisions of the Companies Act 2013.

5. Share Capital

The paid-up Equity Share Capital as on 31 March 2018 stood at Rs.7579.84 Lakhs.

During the year under review 23500 Equity Shares has been issued under Employee StockOption Scheme 2014 and the Company has not issued any shares with differential votingrights nor sweat equity.

During the year the Company has not granted any stock options to employees of theCompany. For details of stock options granted refer Annexure VI of the Directors' Report.

6. Internal Financial Controls

The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. TheManagement has periodically conducted the assessment of internal Financial Controls fordetermining operative effectiveness and the control were operating effectively. Theinternal financial controls were also reviewed by an Independent Auditor and found to beadequate and operating effectively for ensuring accuracy and completeness of theaccounting records. There were no reportable material weaknesses observed. The report ofIndependent Auditor is annexed to the Auditors' Report on Financial Statements.

7. Details of Subsidiary/Joint Ventures/ Associate Companies

The Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed as Annexure Ito the Directors' report.

8. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act 2013 read with Article 167 of theArticles of Association of the Company Mrs. Vandana Patil - Non-Executive Director willretire by rotation and being eligible offered herself for re-appointment at this ensuingAnnual General Meeting.

During the year under review there is no change in Board of Directors and KeyManagerial Personnel.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Regulation 16 (b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. The Board has carriedout an annual evaluation of its own performance various committees and individualdirectors.

The Board members are provided with necessary documents reports and policies to enablethem to familiarise with the Company's procedures and practices. Periodic presentationsare made at the Board and Committee Meetings on business and performance up. The detailsof such familiarization programmes for Independent Directors are posted on the website ofthe Company and can be accessed at http://www.koltepatil.com/investors/corporate-governance.

The Policy for selection of Directors and determining Directors independence andRemuneration Policy for Directors Key Managerial Personnel and other employees is annexedas Annexure II.

9. Meetings of the Board of Directors

Eight (8) Board Meetings were held during the year and the gap between two meetings didnot exceed four months. The dates on which the board meeting were held as follows:

(1) 23 May 2017

(2) 30 May 2017

(3) 13 July 2017

(4) 11 August 2017

(5) 28 September 2017

(6) 07 November 2017

(7) 27 December 2017 and

(8) 13 February 2018.

10. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737 FRN - 117366W/W-100018) Chartered Accountants Pune were appointed as statutory auditors till theAnnual General Meeting (AGM) to be held in the year 2018.

The Board of Directors on the recommendation of Audit Committee has proposedre-appointment of M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737FRN - 117366W/W-100018) Chartered Accountants Pune for the period of Five (5) years fromthe conclusion of this 27th Annual General Meeting and to hold office until the conclusionof 32nd Annual General Meeting.

11. Contracts or arrangements with related parties

During the year under review all transactions/ arrangements entered by the Companywith related parties were in the ordinary course of business and on an arm's length basis.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.koltepatil.com/investors/corporate-governance.

The details of all transactions/arrangement with related party are given in the NoteNo. 44 in Notes to Accounts forming part of the Audited Standalone Financial Statement.

12. Conservation of energy technology absorption and foreign exchange earnings andoutgo

As the Company is not engaged in the manufacturing activities the information relatedto Conservation of energy technology absorption has not be provided.

The details of Foreign Exchange outgo are as follows:

(Rs. in Lakhs)
Particulars For Year ended 31 March 2018 For Year ended 31 March 2017
Salary 13 102
Travelling Expenses 24 5
Professional Fees 3 29
Office Expenses - 1
Advertising Expenses 1 6
Purchase of Wooden Flooring - 8
Purchase of sanitary wares 36 -
Total 77 151

13. Particulars of loans guarantees and investments

The particulars of loans guarantees and investments are given in Note No. 5 9 and 32in Notes to accounts forming part of the Audited Financial Statements.

14. Extract of the annual return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Managementand administration) Rules 2014 the extract of the annual return in Form No. MGT - 9 asprovided in Annexure III form part of the Board's report.

15. Corporate Social Responsibility (CSR)

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 Report on CSR Activities forms part of thisReport as Annexure IV.

16. Audit Committee

The Audit Committee of the Company comprises of following members:

Name of the Member Designation Category
Mr. Prakash Gurav Chairman Independent Director
Mr. Jayant Pendse Member Independent Director
Mr. G L Vishwanath Member Independent Director
Mrs. Manasa Vishwanath Member Independent Director
Mr. Umesh Joshi Member Independent Director
Mr. Milind Kolte Member Executive Director

Mr. Vinod Patil Company Secretary of the Company acts as the secretary to the AuditCommittee and the Managing Director and Chief Financial Officer of the Company arepermanent invitees to the Audit Committee Meetings.

The Board has accepted all the recommendation of the Audit Committee.

17. Vigil mechanism for directors and employees

The Vigil Mechanism of the Company which also incorporates a whistle blower policy inRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 includes an Ethics & Compliance Task Force comprising senior executives of theCompany. Protected disclosures can be made by a whistle blower through an e-mail ordedicated telephone line or a letter to the Task Force or to the Chairman of the AuditCommittee.

The Company seeks to maintain the highest ethical and business standards in the courseof its business and has put in place mechanism of reporting illegal or unethical behavior.Directors employees vendors or customers may report violations of the laws rulesregulations or unethical conducting by writing to the notified person. The report receivedfrom employees will be reviewed by Audit Committee. The Directors and Management Personnelare obligated to maintain confidentiality of such reporting and ensure that the whistleblowers are not subjected to any discriminatory practices. No person has been deniedaccess to the Audit Committee.

The said policy can be accessed at http://www.koltepatil.com/investors/corporate-governance.

18. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of followingmembers:

Name of the Member Designation Category
Mr. Jayant Pendse Chairman Independent Director
Mr. Prakash Gurav Member Independent Director
Mr. G. L. Vishwanath Member Independent Director
Mrs. Manasa Vishwanath Member Independent Director
Mr. Umesh Joshi Member Independent Director
Mrs. Sunita Kolte Member Non-Executive Director

19. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in Annexure V to the Directorsreport.

20. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees' Stock Option Scheme 2014 of theCompany in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2018(cumulative position) with regard to the Employees' Stock Option Scheme (ESOS) areprovided in Annexure VI to this Report.

21. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 the Company had appointed M/s. SVD& Associates Company Secretaries Pune as its Secretarial Auditors to conduct thesecretarial audit of the Company for the Financial Year 2017-18. The Report of SecretarialAuditor for the Financial Year 2017-18 is annexed to this report as Annexure VII.

The comments of the board on observations of the Secretarial Auditors are as follows:-

1) Inadvertently there was a delay in transferring unclaimed dividend to InvestorEducation and Protection Funds in FY2016-17. In the future the Company will ensure thetimely compliance.

2) The Company has intimated to the Stock Exchange under Regulation 50 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 inadvertently the Company hasnot given the reference of Regulation 60 in the intimations given to Stock Exchange forpayment of interest and redemption of non-convertible debentures.

22. Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 01 October 2017. The Company is in compliance with the revisedsecretarial standards.

23. Corporate Governance Certificate

Report on Corporate Governance for the Financial Year 2017-18 as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual Report.

The Company has obtained the Compliance certificate for the Financial Year 2017-18 fromthe Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance ofconditions of corporate governance as stipulated in Regulation 34 (3) real with Part E ofSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

24. Risk management policy

The Company has constituted Risk Management Committee comprising 6 members in which 3members are Independent Directors. The Risk Management Committee has approved the RiskManagement Policy. The Committee monitors the policy ensures that the Company is actingappropriately to achieve prudent balance between the risk and reward and evaluatessignificant risk exposures and assesses the management's actions to mitigate theexposures.

25. Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 31 March 2018 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

26. Management's Discussion And Analysis Report

Management's Discussion and Analysis Report for the year under review as stipulated inRegulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.

27. Acknowledgements

Your Directors take this opportunity to thank customers vendors stakeholders Centraland State Governments business associates and bankers for their consistent support andco-operation to the Company. Your Directors take this opportunity to thank all theemployees. The employees have helped for sustained excellence in performance of theCompany.

Finally the Directors would like to convey their gratitude to the members for reposingtheir confidence and faith in the Company and its management.

For and on behalf of the Board of Directors
Rajesh Patii
Date: 23 May 2018 Chairman and Managing Director
Place: Pune DIN 00381866

ANNEXURE- I

Form AOC-l

(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 FinancialStatement of Subsidiaries/Associate Companies/Joint Ventures

PART A: Subsidiaries

Name of the subsidiary Kolte-Patil Real Estate Private Limited Bellflower Properties Private Limited Tuscan Real Estate Private Limited Snowflower Properties Private Limited Regenesis Facility Management Company Private Limited Sylvan Acres Realty Private Limited Kolte-Patil Redevelopment Private Limited (Formerly known as PNP Retail Private Limited) PNP Agro tech Private Limited
The date Since when subsidiary was acquired 28 March 2008 31 March 2009 31 December 2006 21 March 2011 02 February 2009 22 May 2006 18 February 2010 30 March 2012
Reporting period for the subsidiary concerned if different from the holding company's reporting period 31 March 2018 31 March 2018 31 March 2018 31 March 2018 31 March 2018 31 March 2018 31 March 2018 31 March 2018
Share capital 2694 100 100 5 2 375 1968 933
Reserves & surplus 13917 2936 2033 2953 122 702 (1699) (396)
Total assets 20362 3237 3832 13681 157 1078 704 1228
Total Liabilities (excluding Share capital and Reserves & Surplus) 3751 201 1699 10724 34 1 435 691
Investments - - - - - - -
Turnover 9851 627 8370 8703 224 - Il6 60
Profit before taxation 2678 7 1985 (36) 19 (1) (168) (135)
Provision for taxation 930 25 694 (475) 13 0 77 -
Profit after taxation before comprehensive Income 1748 (18) 1290 439 6 (1) (245) (135)
Profit after taxation after Comprehensive Income 1757 (18) 1294 439 12 (1) (245) (135)
Proposed Dividend - - - - - - - -
Extent of shareholding (in percentage) 51.00% 100.00% 51.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Part B: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of associates/Joint Ventures Kolte-Patil I-Ven Townships (Pune) Limited $
1. Latest audited Balance Sheet Date 31 March 2018
2. Date on which the Associate or Joint Venture has associated or acquired 15 February 2013
3. Shares of Associate/ Joint Ventures held by the company on the year end
No. of shares 4500000
Amount of Investment in Associates/Joint Venture 450.00
Extend of Holding (in percentage) 45%
4. Description of how there is significant influence As per the Joint Venture Agreement there is significant influence.
5. Reason why the associate/joint venture is not consolidated N.A.
6. Net worth attributable to shareholding as per latest audited Balance Sheet 1382
7. Profit/Loss for the year 2099
i. Considered in Consolidation* 945
ii. Not Considered in Consolidation -

$ Considered as a subsidiary in the Ind AS Financial Statements based on controlassessment carried out under Ind AS.

* Represents our share of atributable Profit/Loss

ANNEXURE II

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE ANDREMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES PREAMBLEOVERVIEW UNDER COMPANIES ACT 2013 {Section 178 & Companies [Meetings of Board and itsPowers] Rules 2014}

• Constitution of the Nomination and Remuneration Committee consisting of three ormore nonexecutive directors out of which not less than one- half shall be independentdirectors

• The Nomination and Remuneration Committee shall identify persons who arequalified to become directors and who may be appointed in senior management in accordancewith the criteria laid down recommend to the Board their appointment and removal andshall carry out evaluation of every director's performance.

• The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and senior management personnel i.e. employees at one level below theBoard including functional heads.

• The Nomination and Remuneration Committee shall while formulating the policyensure that:

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

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

• Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

• Such policy shall be disclosed in the Board's report.

OVERVIEW OF SEBI (LISTING OBLIFATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS 2015

The company shall set up a Nomination and Remuneration committee which shall compriseat least three directors all of whom shall be non-executive directors and at least halfshall be independent. Chairman of the committee shall be an independent director.

The role of the committee shall inter-alia include the following:

• Formulation of the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board their appointment and removal. The company shall disclose the remunerationpolicy and the evaluation criteria in its Annual Report.

PRESENT POSITION OF DIRECTORS & KEY MANAGERIAL PERSONNEL OF THE COMPANY

• The Company has constituted a Nomination and Remuneration Committee of the Boardof Directors (Board).

• At present there are total ten directors on the Board of which three (3) areExecutive Directors and two (2) are Non - Executive and non-Independent and five (5) areNon-Executive Independent.

• Key Managerial Personnel (KMP) consists of Chairman and Managing Director ViceChairman Executive Directors Chief Executive Officer Chief Financial Officer andCompany Secretary.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Name of the Member Designation Category
Mr. Jayant Pendse Chairman Independent Director
Mr. Prakash Gurav Member Independent Director
Mr. G. L. Vishwanath Member Independent Director
Mr. Umesh Joshi Member Independent Director
Mrs. Manasa Vishwanath Member Independent Director
Mrs. Sunita Kolte Member Non-Executive Director

TERMS OF REFERENCE TO NOMINATION AND REMUNERATION COMMITTEE

• To recommend to the Board appointment reappointment of Directors ExecutiveDirectors and Key Managerial Personnel and determination fixation of the remuneration andrevision in the remuneration payable to the Executive Directors of the Company and removalof the director/Executive Director/Key Managerial Personnel;

• To formulate the criteria for determining qualifications positive attributesand independence of the director;

• To recommend the Board the policy related to the remuneration of Directors KeyManagerial Personnel and other employees;

• To carry out evaluation performance of every Director of the Company; and

• To formulate and recommend to the Board of Directors the policy relating to thestock options to the employees grant the stock options to the eligible employees andreview the management of stock option scheme.

CRITERIA FOR DETERMINING THE FOLLOWING:-

Qualifications for appointment of Directors (including Independent Directors):

• Persons of eminence standing and knowledge with significant achievements inbusiness professions and/or public service.

• Their financial or business literacy/skills.

• Appropriate other qualification/experience to meet the objectives of theCompany.

• As per the applicable provisions of Companies Act 2013 Rules made there underand Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Nomination and Remuneration Committee shall have discretion to consider and fixany other criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

• Demonstrate integrity credibility trustworthiness ability to handle conflictconstructively and the willingness to address issues proactively.

• Actively update their knowledge and skills with the latest developments inmarket conditions and applicable legal provisions.

• Willingness to devote sufficient time and attention to the Company's businessand discharge their responsibilities

• Assist in bringing independent judgment to bear on the Board's deliberationsespecially on issues of strategy performance risk management resources keyappointments and standards of conduct and ability to develop a good working relationshipwith other Board members and contribute to the Board's working relationship with thesenior management of the Company.

• Act within their authority assist in protecting the legitimate interests of theCompany its shareholders and employees

• Independent Directors to meet the requirements of the Companies Act 2013 readwith the Rules made there under and Regulations under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time.

Criteria for appointment of KMP/Senior Management:

• Possess the required qualifications experience skills & expertise toeffectively discharge their duties and responsibilities.

• Practice and encourage professionalism and transparent working environment.

• Build teams and carry the team members along for achieving the goals/objectivesand corporate mission.

• Adhere strictly to code of conduct

POLICY RELATING TO REMUNERATION OF DIRECTORS KMP & SENIOR MANAGEMENT PERSONNEL:

• To ensure that the level and components of remuneration is reasonable andsufficient to attract retain and motivate Directors KMP and other employees of thequality required to run the Company successfully.

• No director/Key Managers of Personnel/ other employee is involved in decidinghis or her own remuneration.

• The trend prevalent in the similar industry nature and size of business is keptin view and given due weight age to arrive at a competitive quantum of remuneration.

• It is to be ensured that relationship of remuneration to the performance isclear & meets appropriate performance benchmarks which are unambiguously laid down andcommunicated.

• Improved performance should be rewarded by increase in remuneration and suitableauthority for value addition in future.

• Remuneration packages should strike a balance between fixed and incentive paywhere applicable reflecting short and long term performance objectives appropriate to theCompany's working and goals.

• Other criteria are also to be considered such as Responsibilities and duties;Time & efforts devoted; Value addition; Profitability of the Company & growth ofits business; Analyzing each and every position and skills for fixing the remunerationyardstick; Standards for certain functions where there is a scarcity of qualifiedresources; Ensuring tax efficient remuneration structures; Ensuring that remunerationstructure is simple and that the cost to the Company (CTC) is not shown inflated and theeffective take home remuneration is not low.

• Consistent application of remuneration parameters across the organisation.

• Provisions of law with regard making payment of remuneration as may beapplicable are complied.

REVIEW

The policy shall be reviewed by the Nomination & Remuneration Committee and theBoard from time to time as may be necessary.

ANNEXUREV

a) Information as per Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Name of the Director Remuneration for FY 17-18 (Rs. In lakhs) Remuneration for FY 16-17 (Rs. In lakhs) % increase of remuneration No. of stock options granted Ratio of remuneration to MRE#
Mr. Rajesh Patil - Chairman and Managing Director 103.00 101.00 2% NIL 22.98
Mr. Naresh Patil - Vice Chairman 100.00 100.00 - NIL 22.42
Mr. Milind Kolte - Executive Director 100.00 100.00 - NIL 22.42

# MRE means Median Remuneration of Employee.

Remuneration Paid to Independent Directors and Non-Executive Directors

The Company has paid only sitting fees to the Independent Directors and Non-ExecutiveDirectors for attendance of the Board Meetings.

Remuneration Paid to Key Managerial Personnel

Name of the Key Managerial Personnel Remuneration for FY 17-18 (Rs. in lakhs) Remuneration for FY 16-17 (Rs. in lakhs) % increase of remuneration No. of stock options granted Ratio of remuneration to MRE#
Mr. Gopal Sarda - Chief Executive Officer 333.00 99.00 236% NIL 74.43
Mr. Atul Bohra - Chief Financial Officer 59.00 50.00 18% NIL 13.21
Mr. Vinod Patil - Company Secretary 37.00 32.00 16% NIL 8.25

• The median remuneration of employee (MRE) excluding Whole Time Directors (WTD)was Rs.448 Lakhs and Rs.325 Lakhs in fiscal 2018 and 2017 respectively. Thedecrease/increase in MRE (excluding WTDs) in fiscal 2018 as compared to fiscal 2017 is38%.

• The number of permanent employees on the rolls of the Company as of 31 March2018 and 31 March 2017 was 563 and 538 respectively.

• The revenue growth during the fiscal 2018 over fiscal 2017 was increased by25.83% and net profit up by 24% as compared to fiscal 2017.

• The aggregate remuneration of employee excluding WTD increased by 7% over theprevious fiscal.

b) Information as per Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Employee name Designation Qualification Age (in years) Date of Joining Experience (in years) Gross Remuneration (Rs. in Lakhs) Previous employment details
Mr. Gopal Sarda Chief Executive Officer M.Com CA 34 13-Dec-10 10 333.00 Finance Head - Eiffel

ANNEXURE VI

Disclosure with respect to Employee stock option scheme of the Company

A) For disclosures in terms of the 'Indian Accounting Standard 33 - Earnings PerShare' please refer Note no. 39 of the Standalone Financial Statements of the Company forthe year ended 31 March 2018.

B) Diluted EPS on issue of shares : Rs.I3.84

C) The details pursuant to Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014 are furnished hereunder:

Sr. No. Nature of Disclosure Employee stock option scheme (ESOS 2014)
1. A description of each Employee Stock Option Scheme (ESOS) that existed at any time during the year including the general terms and conditions of each ESOS The ESOS was approved by Board of Directors of the Company on 13 August 2014 and thereafter by the shareholders on 13 September 2014. A Nomination and Remuneration committee comprising of independent directors and Non-Executive Director of the company administers the ESOS plan. Each option carries with it the right to purchase one equity share of the company.
2. Date of shareholders' approval 13 September 2014
3. Total number of options approved under ESOS 2500000
4. Vesting requirements The options will be vested as per vesting schedule/plan defined in Scheme and vested over a period of 3 years/ 5 years/ 7 years. The vesting is subject to vesting conditions as per defined in Scheme.
5. Exercise price or pricing formula The Exercise Price shall be determined by Nomination and Remuneration Committee at the time of grant of option.
6. Maximum term of options granted The maximum exercise period is 5 years from the date of vesting.
7. Source of shares (primary secondary or combination) Primary
8. Variation of terms of Option Nil
The Board / Nomination & Remuneration Committee may if it deems necessary vary the terms of ESOP 2014 subject to compliance with the Applicable Laws and Regulations.
9. Method used to account for ESOS Fair value
10. Weighted-average exercise prices and weighted-average fair values of options Refer Note No. 46 of the Standalone Financial Statements

D) Option movement during FY 2017-18 :

Particulars 31 March 2018 31 March 2017
Number of options outstanding at the beginning of the period 50000 50000
Number of options granted during the year - -
Number of options forfeited / lapsed during the year Number - -
Number of options vested during the year 20000 17500
Number of options exercised during the year 23500 -
Number of shares arising as a result of exercise of options 23500 -
Money realized by exercise of options (INR) if scheme is implemented directly by the company Rs.3313500 -
Loan repaid by the Trust during the year from exercise price received N.A. N.A.
Number of options outstanding at the end of the year 26500 50000
Number of options exercisable at the end of the year 26500 50000

E) The Company has not granted any stock options to senior managerial personnel nor toany employee in excess of 5% or more of option granted during that year and nor to anyidentified employees who were granted option during any one year equal to or exceeding 1%of the issued capital (excluding outstanding warrants and conversions) of the company atthe time of grant.