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Laffans Petrochemicals Ltd.

BSE: 524522 Sector: Industrials
NSE: N.A. ISIN Code: INE919B01011
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OPEN 11.59
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VOLUME 1000
52-Week high 26.95
52-Week low 10.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 11.59
Buy Qty 150.00
Sell Price 12.80
Sell Qty 50.00

Laffans Petrochemicals Ltd. (LAFFANSPETROCH) - Director Report

Company director report

To Dear Members

The Directors present the 25th Annual Report of the Company along with theaudited financial statements for the financial year (FY) ended on March 31 2018.

FINANCIAL SUMMARY/HIGLIGHTS OPERATIONS STATE OF AFFAIRS:

The financial performance of the Company for the year ended March 31 2018 issummarized below:

Particulars Year Ended 31.03.2018 Year Ended 31.03.2017
Total Revenue 48063224 53355089
Total Exp. 43083753 51818736
Profit before exceptional items & tax 4979471 1536353
Current Tax for the year & Prior Year (2700000)
Deferred Tax Liability 4497110 169903
Profit after taxation 6776581 1706256

Financial Statement:

As per Regulation 33 of the Securities board of India (Listing Obligation andDisclosure Requirements) Regulations 2015 (herein after referred to as "ListingRegulation") and applicable provisions of the Companies Act 2013 read with the rulesthereunder the Financial Statements of the Company for F.Y. 2017-18.

The Financial Statements for the year 2017-18 have been prepared in compliance with thenew set of Indian Accounting standards (IND AS) and the comparatives for the correspondingprevious financial year 2016-17 have been restated under IND AS for making itemscomparable.

The Ministry of Corporate Affairs (MCA) vide its notification in the official gazettedated16 th February 2015 has made applicable the India AccountingStandard (‘IND AS') to certain classes of Companies. For the Company Ind AS wasapplicable from 1st April 2017 with a transaction dated of 1stApril 2016.

The Financial results have been prepared in accordance with the recognition andmeasurement principles laid down under Ind AS as presented under Section 133 of CompaniesAct 213 ("the Act") read with the relevant rules issued thereunder and therelevant accounting principles generally accepted in India as applicable.

Operating & Financial Performance & Internal Control:

Your company has generated gross revenue of Rs. 48063224/- as compared to Rs.85724709/- for previous year. The company had sold its manufacturing unit andthereafter engaged in the business of trading in chemicals and API and in commoditiesarbitrage. The company has started imports of chemicals from China and is seekingopportunities towards indenting and trading of chemicals based on its past experience. Theindustry continues to face challenges with very cheap imports from Middle East and China.

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance with variousinternal controls and other regulatory and statutory compliances. Code of Internalcontrols which require that the Director review the effectiveness of internal controls andcompliances controls financial and operational risks risk assessment and managementsystems and related party transactions have been complied with.

There is no change in the nature of the business of the Company. There were nosignificant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future. There were no materialchanges and commitment affecting the financial position between March 31 2018 and date ofthis Report of Directors.

Subsidiary Joint Ventures and Associate Companies:

You Company has neither any Subsidiary nor Joint Venture nor Associates Company. Duringthe year under review none of the Companies have become or ceased to be Company'sSubsidiaries Joint ventures or Association Companies.

Deposits:

The Company has not invited/ accepted any deposits from the public during the yearended March 31 2018. There were no unclaimed or unpaid deposits as on March 31 2018.

Transfer to Reserve:

The Company has transferred entire profit after tax amount to reserves.

Dividend:

To conserve resources which would assist in future growth of the Company no dividendis recommended by the Board for the financial year ended March 31 2018.

Significance and Material Order Passed By the

There were no significance and material orders passed by regulators or courts ortribunals impacting the going concern status and company operations in future. There wereno material changes and commitments affecting the financial position of the companyoccurring between March 31 2018 and the date of this Report of the Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Sandeep Seth is due to retire by rotation at the 25th Annual General Meetingand being eligible offer himself for re- appointment. appointee together with otherdisclosures in terms of Regulation 36 (3) of the SEBI Briefprofile(Listing Obligations& Disclosure Requirements) Regulations 2015 are mentioned in the Notice which is partof this Annual Report.

APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL:

There were no appointment/resignation of Key Managerial Personal during the FinancialYear 2017-18.

Number of meeting of the Board:

During the year 4 (four) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSections 134(3) (c) read section 134(5) of the Companies Act 2013 of the Companies Act2013:

(i) In the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures; (ii) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonableandprudentsoastogive affairs of the company trueand viewofthestateofas at March 31 2018 and of the profit and loss of the company for that period; (iii) thedirectors had taken proper and sufficient care for the maintenance of adequate accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities; (iv) The directors hadprepared 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.

Statement on declaration given by independent directors under sub-section (6) ofsection 149:

The Company has received the declaration from each Independent Directors that they meetthe criteria of independence laid down under Section 149(6) of Companies Act 2013 underRegulation 16(b) of SEBI (LODR) Regulations 2015.

Particulars of loans guarantees or investments under section 186:

The Company has not made any Loans or given Guarantees or provided security to anyperson and has not made any investment that attracts the provisions of Section 186 of theCompanies Act 2013 during the Financial Statements.

Nomination & Remuneration Policy:

The Board has framed a policy on the recommendation of the Nomination &Remuneration Committee which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. This policy alsolays down criteria for selection appointment and remuneration of Board Members / KeyManagerial Personnel and other employees. Is annexed herewith as "Annexure A".

Related Party Transactions:

There were contracts or arrangements entered into by the company during the year whichattracts the provision of Section 188 of the Companies Act 2013. Details of whichprovided in form AOC-2. All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.Thus not requires the approval of shareholders. All Related Party Transactions are placedbefore the Audit Committee for approval.

There are no materially significant related party transactions made by the Company withpromoters directors KMP or other designated persons which may have a potential conflictwith the interest of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.laffanspetrochemical.com .

Conservation of energy technology absorption foreign exchange earnings and outgo:8

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureB".

Risk management policy and its implementation:

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 continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

Internal Control System:

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as InternalAuditors.

Corporate Social Responsibility:

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.

Statement indicating the manner in which formal annual evaluation has been made by theBoard 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.

Remuneration of Directors Key Managerial Personnel and particulars of employees:

The remuneration paid to the Directors is in accordance with the Nomination andremuneration policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the listing Regulation (Including any statutory modification(s) orre-enactments(s) thereof for time being in Force)

The information required pursuant to Section 197 of the Companies Act 2013 read rule 5of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 Theprescribed particulars of employees required under section 134(3)(q) read rule 5 of theCompanies (Appointment and Remuneration of Managerial personnel) Rules 2014 in respectof employees of the Company is not provided as there are no employees drawingremuneration exceeding the limits prescribed under aforesaid rules.

The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial Year will be made available for inspection at its registered office of theCompany during the working hours for a period of twenty one days before the date of annualgeneral meeting of the company pursuant to Section 136 of the Companies Act 2013 andmembers if any interested in obtaining the details thereof shall make specific requestto the Company Secretary and Compliance officer of the Company in this regard.

Further details of remuneration of each director have been provided under MGT-9 extractof Annual Return appended as Annexure – D of this report. Hence not repeated the sameunder corporate governance report.

Auditors:

At the Annual General Meeting held on 29th September 2017 M/s. GovindPrasad & Co. Chartered Accountant Statutory Auditors of the Company havingregistration number (FRN No. 114360W) were appointed as statutory auditors of the Companyfor a term of 5 (five) years from the conclusion of the 24th AGM (subject to ratificationof such appointment by the Members at every AGM if required) till the conclusion of the29th AGM at such remuneration as may be determined by the Board of Directors and the saidAuditors from time to time. The Company has received a certificate from the statutoryauditors to the effect that their re-appointment if made would be within the limitsprescribed.

The said Auditors have confirmed their eligibility for appointment in terms of Section139 & 141 of the Act.

However due to personal reason M/s Govind Prasad & Co. Chartered Accountantresigned as Statutory Auditor of the Company due to inability to continue as statutoryauditor with effect from 14.1.2017.

Due to resignation of M/s Govind Prasad & Co. Chartered Accountant as statutoryauditor of the Company the Company has appointed Pushp K. Sahu & Co. ChartedAccountant Mumbai as Statutory Auditors of the Company having registration number (FRNNo. 128013W) were appointed as statutory auditors of the Company till Conclusion of thisAnnual General meeting.

There are no qualifications reservations or adverse remarks or disclaimers made byPushp K. Sahu & Co. Statutory Auditors in their report.

Internal Auditors:

Independent Practicing Chartered Accountants were appointed as an Internal Auditor forFinancial Year 2017- 18 they performs the duties of internal auditors of the Company asprescribed under the Act and their report is reviewed by the audit committee from time totime.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Board hasappointed M/s. Makarand Patwardhan & Co.

Practicing Company Secretary to conduct Secretarial Audit for the financialyear2017-18. The Secretarial Audit Report for the financial year ended March 31 2018 isannexed herewith marked as ‘Annexure C' to this Report. There is noqualification reservations or adverse remarks made by SecretarialAuditors in the AuditReport.

Cost Auditor:

According to information and explanation given to us the maintenance of cost recordshas not been prescribed by the Central Government sub section (1) of section 148 of theCompanies Act 2013

Reporting Of Frauds by Auditor:

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which needs to be mentioned in the Board's 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 under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andduring the year Company has not received any complaint of such harassment.

Insider Trading:

In compliance with the SEBI regulation on prevention of Insider Trading your Companyhas framed a comprehensive code which lays down guidelines and advises the Directors andemployees of the Company on procedures to be followed and disclosures to be made whiledealing in securities of the Company. During the year under review the Company adoptedCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitiveinformation and the Code of Conduct for Prohibition of Insider Trading in accordance withSEBI (Prohibition of Insider Trading) Regulations 2015.

The Extract of the Annual Return in form MGT-9:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure D".

Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore; there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Board Evaluation:

During the Year Evaluation cycle was completed which included the Evaluation of theBoard as a whole Board Committees and Directors. The exercise was done in the IndependentDirectors meeting and Nomination and Remuneration Committee meeting of the Company. TheEvaluation process focused on various aspects of the Board and Committees functioning suchas composition of the Board and Committees experience and competencies performance ofspecific duties and obligations governance issues etc. Separate exercise was carried outto evaluate the performance of individual Directors on parameters such as attendancecontribution and independent judgment.

Corporate Social Responsibility (CSR):

Your Company does not fall in the criteria mentioned under Section 135 of the CompaniesAct 2013 for applicability of the provisions of Corporate Social Responsibility. Henceyour Company is not required to constitute CSR Committee and to comply with otherprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014.

Research & Development:

As Company is not into manufacturing activity there was no Research and Developmentactivity carried out by the Company during the financial year under review.

Website of the Company:

The Company maintains a website www.laffanspetrochemical.com where detailed informationof the company and its products are provided.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company's websitewww.laffanspetrochemical.com . The Code lays down the standard procedure of businessconduct which is expected to be followed by the Directors and the designated employees intheir business dealings and in particular on matters relating to integrity in the workplace in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

Vigil mechanism/whistle Blower Policy:

The Company has established a vigil mechanism/Whistle Blower Policy for Directors andemployees to report their genuine concerns details of which have been given in theCorporate Governance Report annexed to this Report.

Following details are also available on the website of the Companies ochemical.comlaffanspetr on www.

1. The details of such familiarization programmes

2. The policy on Related Party Transactions

3. Code of conduct for Board of Directors and Employees

4. Code of internal procedure and conduct under insider trading regulation.

5. Policy on Board Diversity

6. Nomination & Remuneration Policy etc.

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along withStatutory Auditor's certificate on its compliance in "Annexure E".

Management Discussion and Analysis Report:

Management's discussion and analysis Report is annexed herewith as "Annexure F".

Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

Disclosure with Respect to Demat Suspense Account / Unclaimed Suspense Account

The Company reports that no shares issued pursuant to Public Issue remains unclaimedhence the Clause of Disclosure with respect to Demat Suspense Account / Unclaimed SuspenseAccount is not applicable.

Dematerialization:

Your Company has tied up with Central Depository Services (India) Ltd. (CDSL) to enablethe shareholders to trade and hold share in an electronic/dematerialized form. Theshareholders' are advised to take benefit dematerialization.

Risk Management:

All material Risks faced by the Company are identifiedand assessed. For each of therisks identified corresponding controls are assessed and policies and procedures are putin place for monitoring mitigating and reporting risk on a periodic basis.

Acknowledgments:

Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Government of India Governments of Gujarat & MaharashtraAuthorities and the Bankers to the Company for their valuable support and look forward totheir continued co-operation in the years to come. Your Directors also acknowledge thesupport and co-operation received from the employees and all those who have helped in theday to day management.

For and on behalf of the Board of Directors
Sandeep Seth Anisha Seth S.R.Narayanan
Place:Mumbai (Managing Director) (Director) (Company Secretary)
Dated: 30.05. 2018 DIN: 00316075 DIN: 06867960

ANNEXURE – A NOMINATON AND REMUNERATON POLICY

1. INTRODUCTION:

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 positiveattributes and recommend to the Board a policy relating to the remuneration of Directorskey managerial personnel and other employees. b. Formulation of criteria for evaluation ofIndependent Director and the Board c. Devising a policy on Board diversity. d. Identifypersons who are qualified to become Director and persons who may be appointed in KeyManagerial and Senior Management positions in accordance with the criteria laid down inthis policy. e. Recommend to the Board appointment and removal of Director KMP andSenior Management Personnel.

3. DEFINITIONS:

3.1 Board means Board of Directors of the Company. 3.2 Director means Directors of theCompany.

3.2 Committee means Nomination and Remuneration Committee of the Company as constitutedor reconstituted by the Board from time to time.

3.4 Company means Laffans Petrochemicals Limited.

3.5 Independent Director means Independent Director as provided under clause 49 of theListing Agreement and/or under the Companies Act 2013.

3.6 Key Managerial Personnel means Key Managerial Personnel as defined Section 2(51) ofthe Companies Act 2013.

3.7 Senior Management The expression ‘‘senior management'' means personnel ofthe Company who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe 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 underListing 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.

7. REMOVAL:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under or under any other applicable Act rules and regulations 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 BOARD:

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.

8.2 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 the company; c.devote sufficient time and attention to their professional obligations for informeddecision making; d. do not abuse their position to the detriment of the company or itsshareholders or for the purpose of gaining direct or indirect personal advantage oradvantage for any associated person; e. refrain from any action that would lead to loss ofhis independence f. inform the Board immediately when they lose their independence g.assist the Company in implementing the best corporate governance practices. h. strive toattend all meetings of the Board of Directors and the Committees; i. participateconstructively and actively in the committees of the Board in which they are chairpersonsor members; j. strive to attend the general meetings of the Company k. keep themselveswell informed about the Company and the external environment in which it operates; l.moderate and arbitrate in the interest of the Company as a whole in situations ofconflict between management and shareholder's interest. m. Abide by Company's Memorandumand Articles of Association Company's policies and procedures including code of conductinsider trading guidelines etc. n. Provide various directions in the best interest of theCompany 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 financialinformation and robustness of financial and other controls. b. the Board oversees themanagement of risk and review the effectiveness of risk management process. c. the Boardof 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 regulatory environmentand the market.

f. sufficient Board and committee meetings of appropriate length being held to enableproper consideration of issues. g. the relationships and communications with shareholdersare well managed. h. the relationships and communications within the board constructive.i. all directors allowed or encouraged to participate fully in board discussions. j. theBoard take the Initiative to maintain moral value of the Company. k. the Board contributeto 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 applicable from time to time 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 regardtothebenefits . of diversity onthe Board

10. REMUNERATION:

10.1 The Committee will recommend the remuneration to be paid to the Managing DirectorWhole-time Director KMP and Senior Management Personnel to the Board for their approval.

The level and composition of remuneration so determined by the Committee shall bereasonable and sufficientto attract retain and motivate directors Key ManagerialPersonnel and Senior the quality required to run the company successfully. Therelationship 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. 10.5Other employees: Without prejudice towhat is stated in para 10.1 to 10.4 the remuneration to be paid to the other employeesshall be decided by the management of the Company based on the experience qualificationexpertise of the employees or any other criteria as may be decided 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.

ANNEXURE – B

Information under Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) theCompanies (Accounts) Rules 2014 and forming part of the Report of the Directors

(A) Conservation of energy- Not Applicable (B) Technology absorption- Not Applicable

(C) Foreign exchange earnings and Outgo-

The Company's main line of business is import. The Company has achieved Export Turnoverof Rs. Nil during the year under report 2017-2018 as compared to ` Nil in the previousyear 2013-2014.

Sr. No. Particulars 2017-2018 2016-2017
1 Foreign Exchange Earned - -
Export of Goods of F.O.B basis - -
2 Outgo of Foreign Exchange
i) Raw Materials - -
ii) Consumable Store - -
- iii) Capital Goods - -
iv) Foreign Travels - 1126081
v) Others - -
vi) Dividend - -