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Manaksia Aluminium Company Ltd.

BSE: 539045 Sector: Metals & Mining
NSE: MANAKALUCO ISIN Code: INE859Q01017
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VOLUME 1120
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P/E 47.67
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OPEN 7.26
CLOSE 7.12
VOLUME 1120
52-Week high 19.25
52-Week low 6.25
P/E 47.67
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manaksia Aluminium Company Ltd. (MANAKALUCO) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2016-17

Dear Shareholders

Your Directors are pleased to present the Seventh Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended 31 March 2017.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2016-17 2015-16
Total Revenue 24095.77 26569.11
Profit Before Tax (488.42) (639.67)
Less: Provision for Taxation (26.70) (135.96)
Profit After Tax (461.72) (503.71)
Balance brought forward from previous year (879.73) (376.02)
Surplus/ (Deficit) carried to Balance Sheet (1341.45) (879.73)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to ‘Management Discussion and Analysis Report' which forms part ofthe Annual Report.

CHANGES IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business of the Company during the year underreview.

DIVIDEND

Since your Company has incurred loss the Board of Directors of your Company have notrecommended any dividend for the financial year 2016-17.

TRANSFER TO RESERVES

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

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31 March 2017 stood at ` 655.34lacs. During the year under review the Company has not issued any further shares.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4)read with Para F of Schedule VI of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to ‘Management Discussion and Analysis Report' which forms part ofthis Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations formspart of this Annual Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 (HEREINAFTER REFERRED TO AS"ACT") IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWNSHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

No such instance took place during the year under review.

DETAILS RELATING TO MATERIAL VARIATIONS

Since no prospectus or letter of offer has been issued during last 5(Five) years thereis no question of material variation.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of thecompany during the year under review.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on 31 March 2017 in the prescribed Form MGT-9pursuant to Section 92(3) of the Act read with Rule 12(1) of the Companies (Managementand Administration) Rules 2014 forms part of this Directors' Report and marked as

Annexure- "A".

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing RegulationsReport on the Corporate Governance along with a certificate from the Auditors of theCompany confirming compliance with the conditions of the Corporate Governance is annexedas Annexure-‘‘B".

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of numbers of meeting of Board of Directors held during the year underreview forms part of the Corporate Governance Report.

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 statements in terms ofSection 134(3)(c) and 134(5) of the Act:

a) that in the preparation of the annual accounts for the year ended 31 March 2017the applicable accounting standards had been followed along with proper explanationsrelating to material departures if any;

b) that the Directors had adopted such accounting policies and applied themconsistently and made judgements and estimates in a reasonable and prudent manner so as togive a true and fair view of the state of affairs of the Company as at the end of thefinancial year 2016-17 and of the loss of the Company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and operating effectively;

f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has appointed Mr Ajay Kumar Chakraborty (DIN: 00133604) Dr Kali KumarChaudhuri (DIN:00206157) and Mrs Smita Khaitan (DIN:01116869) as Independent Directors ofthe Company for a fixed term of 5 (Five) years in the Extra ordinary General Meeting ofthe Company held on 17 November 2014.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16 of the Listing Regulations.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Act and the Article 87 ofthe Articles of Association of the Company Mr. Basudeo Agrawal (DIN: 00438754) Directorof the Company is liable to retire by rotation at the ensuing Annual General Meeting(hereinafter referred to as the ‘AGM') and being eligible offers himself forre-appointment.

The brief Resume/Profile of the Directors recommended by the Board forappointment/re-appointment forms part of Notice convening the 7 AGM.

STATUTORY AUDITORS & AUDITORS' REPORT

M/s S.K. Agrawal & Co. Chartered Accountants (Firm Registration No. 306033E) hadbeen appointed as statutory auditors of the Company at the 4 AGM held on 10 September2014 to hold office from the conclusion of 4 AGM until the conclusion of 9 AGM on suchremuneration as may be fixed by the Board subject to ratification by the Shareholders inthe forthcoming AGM apart from reimbursement of out of pocket expenses as may be incurredby them for the purpose of audit.

In accordance with Section 139(1) of the Act the Board recommends such appointment ofM/s. S. K. Agrawal & Co. for ratification by the members in the ensuing AGM.

There are no observations (including any qualification reservation adverse remarks ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. The specific notes forming part of the accounts referred to in Auditor'sReport are self explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of theCompany had appointed M/s Vinod Kothari & Company Practising Company Secretaries toconduct Secretarial Audit of the Company for the Financial Year 2016-17.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for theFinancial Year ended 31 March 2017 forms part of the Directors Report and annexed as Annexure-"C".

The Secretarial Auditors Report of the Company does not contain any observations(including any qualification reservation adverse remark or disclaimer) that may call forany explanation from the Directors.

COST AUDITORS

Pursuant to the requirement of Section 148 of the Act the provisions of cost audit isapplicable on your Company for manufacturing items covered under Rule 3 of Companies (CostRecords and Audit) Rules 2014. The Board of Directors of your Company on therecommendation of Audit Committee has appointed M/s B. Mukhopadhyay & Co. CostAccountants as Cost Auditors of the Company for the Financial Year 2016-17. As requiredunder the Act the remuneration payable to the Cost Auditor was ratified by theshareholders in the AGM held on 23 September 2016.

The due date for filing the Cost Audit Reports for Financial Year 2016-17 is 27September 2017 and the Cost Auditors are expected to file the reports with the CentralGovernment within the said period.

The Board pursuant to the provisions of Section 148 of the Act read with Companies(Cost Records & Audit) Rules 2014 has re-appointed M/s B. Mukhopadhyay & Co CostAccountants B-20 Amarabati Sodepur Kolkata- 700 110 as the Cost Auditors of theCompany for the Financial Year 2017-18 and accordingly a resolution for seeking Membersratification for the remuneration payable to the Cost Auditors in included at Item No 5 ofthe Notice Convening the AGM.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under section 143(12) of theAct to the Audit Committee or the Board of Directors during the year under review.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review your Company has not provided any employee stock option /purchase scheme.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans made any investments or given any guarantee asstipulated under the provisions of Section 186 of the Act during the financial year2016-17.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties forthe year under review were on arm's length basis and in the ordinary course of businessand were reviewed by the Audit Committee and that the provisions of Section 188(1) readwith the Companies (Meetings of Board and its Powers) Rules 2014 are not attracted.Further there are no materially significant related party transactions during the yearunder review made by the Company which may have a potential conflict with the interest ofthe Company at large. Thus disclosure in Form AOC-2 is not required.

All Related Party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof un-foreseen in nature. The transactions entered into pursuant to the omnibus approvalso granted are reviewed by the Audit Committee and a statement giving details of allrelated party transactions is placed before the Audit Committee and the Board of Directorsfor their noting on a quarterly basis.

During the year under review the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Company's Policy on Materiality of Related Party Transactions.

The policy on Related Party Transactions as approved by the Board of Directors of theCompany may be accessed on the Company's website www.manaksia.com and the weblinkthereto is http://www.manaksia.com/corp_policy_aluminium.php

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR ASREQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

The details of Related Party disclosures with respect to loans/ advances/ investmentsat the year end and maximum outstanding amount thereof during the year as required underPart A of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company.

DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The details required pursuant to the provisions of Section 134(3)(m) of the Act readwith Rule 8(3) of the Companies (Accounts) Rules 2014 relating to Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings and Outgo forms part of thisDirectors Report and marked as Annexure-‘‘D".

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate the probabilityand/or impact of unfortunate events or to maximize the realisation of opportunities.

The Company has structured Risk Management Policy designed to safeguard theorganization from various risks through adequate and timely actions. The Company managesmonitors and reports on its risks and uncertainties that can impact its ability to achieveits objectives.

The major risks have been identified by the Company and its mitigation process/measureshave been formulated.

AUDIT COMMITTEE

The Company pursuant to the provisions of section 177 of the Act read with Regulation18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four)Directors Mr. Ajay Kumar Chakraborty (DIN: 00133604) Independent Director (Chairman) Dr.Kali Kumar Chaudhuri (DIN: 00206157)- Independent Director Mr. Sunil Kumar Agrawal (DIN:00091784)- Executive Director and Mrs. Smita Khaitan (DIN: 01116869)- IndependentDirector. The detailed terms of reference of the Committee is provided in the CorporateGovernance Report.

There were no such instances where in the Board had not accepted recommendation of theAudit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the provisions of section 178(1) of the Act read withRegulation 19 of the Listing Regulations has in place the Nomination & RemunerationCommittee comprising of 4 (Four) members Dr Kali Kumar Chaudhuri (DIN: 00206157)Independent Director (Chairman) Mr. Ajay Kumar Chakraborty (DIN: 00133604) IndependentDirector Mr. Vineet Agrawal* (DIN: 00441223) Non-Executive Director and Mrs. SmitaKhaitan (DIN: 01116869) Independent Director. The detailed terms of reference of theCommittee is provided in the Corporate Governance Report.

The Company pursuant to provisions of section 178 of the Act and Regulation 19 readwith Para A of Part D of Schedule II of Listing Regulations upon recommendation ofNomination & Remuneration Committee has devised a policy on Remuneration of Directorsand Key Managerial Personnel and other employees. The said policy forms part of theDirectors Report and marked as

Annexure ‘‘E''.

*Appointed as member of Nomination & Remuneration Committee during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Act read with Regulation 20 ofthe Listing Regulations the Company has constituted the Stakeholders RelationshipCommittee comprising of 3 (Three) members Dr Kali Kumar Chaudhuri (DIN: 00206157)Independent Director (Chairman) Mr. Sunil Kumar Agrawal (DIN: 00091784) Managing Directorand Mr. Vineet Agrawal (DIN: 00441223) Non-Executive Director as members. The detailedterms of reference of the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to your Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations the Nomination& Remuneration Committee has laid down the criteria for performance evaluation in astructured questionnaire form after taking into consideration various aspects of the Boardfunctioning composition of the Board and its Committees culture execution diligenceintegrity awareness and performance of specific laws duties obligations and governanceon the basis of which the Board has carried out the annual evaluation of its ownperformance the performance of Board Committee and of Directors individually.

As per Para VII of Schedule IV of the Act the Independent Directors of the Companywithout the participation of Non-Independent Directors and members of management in theirseparate meeting held on 28 May 2016 have reviewed the performance of: l Non-IndependentDirectors and the Board as a whole; l the Chairman of the Company taking into account theviews of Executive Directors and Non Executive Directors.

l assessed the quality quantity and timeliness of flow of information between thecompany management and the board that is necessary for the board to effectively andreasonably perform their duties.

The review of performance of Non-Independent Directors was done after discussing withthem on various parameters such as skill competence experience degree of engagementideas and planning etc. The Board performance was reviewed on various parameters such asadequacy of the composition of the Board Board culture appropriateness of qualification& expertise of Board members process of identification and appointment of IndependentDirectors inter-personal skills ability to act proactively managing conflicts managingcrisis situations diversity in the knowledge and related industry expertise roles andresponsibilities of Board members appropriate utilization of talents and skills of Boardmembers etc. The evaluation of the Chairman of the Company was conducted on variousparameters such as leadership quality capability availability clarity ofunderstanding governance & compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the processof review and evaluation of performance of Board its Committees and of individualdirectors.

FAMILIARIZATION PROGRAMME

Familiarization programme undertaken for Independent Directors is provided at thefollowing weblink: http://www.manaksia.com/pdf/Details-of-Familiarisation-Program-imparted-to-IDs-Aluminium.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under reviewin terms of Chapter V of the Act.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS

The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which may impact its going concern status andCompany‘s operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to thefinancial statements. Your Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. To commensurate the internal financial control with its size scaleand complexities of its operations the Company on the recommendation of Audit Committeehas appointed M/s S Bhalotia & Associates Chartered Accountants as Internal Auditorof the Company.

The Audit Committee reviews the Report submitted by the Internal Auditors. The AuditCommittee actively reviews the adequacy and effectiveness of the internal control systemsin this regard your Board confirms the following:

a. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.

b. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

c. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

d. The existing assets of the Company are verified/checked at reasonable intervals andappropriate action is taken with respect to any differences if any.

e. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of section 177(9) of the Act and Listing Regulationsthe Company has framed a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees to report genuine concerns about actual or suspected unethicalbehaviour mal practice wrongful conduct discrimination sexual harassment fraudviolation of the Company polices including Code of Conduct without fear ofreprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded onCompany's website http://www.manaksia.com/images/pdf/corp-policies/Whistle-Blower-Policy-Aluminium.pdf.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

There has been no such case filed/pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under theprovisions of Section 197(12) of the Act read with applicable provisions of Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of the Directors Report and marked as Annexure-‘‘F".

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all itsbusinesses. It is the endeavour of your Company to deploy resources in a balanced mannerso as to secure the interest of the shareholders in the best possible manner in the shortmedium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage andco-operation received and goodwill enjoyed by the Company from its esteemed customerscommercial associates banks financial institutions government authorities otherstakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all theemployees at all levels for their commendable teamwork professionalism and enthusiasticcontribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors
Sunil Kumar Agrawal Mrinal Kanti Pal
Place : Kolkata Managing Director Director
Dated : 18 May 2017 DIN: 00091784 DIN: 00867865

Annexure - "D"

A. CONSERVATION OF ENERGY:

i) The steps taken or impact on conservation of energy:

Energy conservation receives priority attention on an on-going basis throughout theCompany and continuous efforts are made to conserve and optimize use of energy withcontinuous monitoring regular maintenance and improved operating techniques. Somespecific steps taken include:

- Maintenance of near unity Power Factor; Installation of capacitors to improve PF

- Optimization of loading efficiency of Furnace.

- Use of natural lighting wherever feasible; replacing of conventional lamps withenergy efficient lighting

- System validation and optimization of blower speeds in AHU units;

- Conducting training programmes at various factories for conversation of energy.

ii) The steps taken by the Company for utilizing alternate sources of energy: Companyhas Coal Gasifier installed at the factory as an alternative source of energy.

iii) The capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION:

i) The efforts made towards technology absorption:

- Improvement in manufacturing process

- Increasing of Automation of production side

- Installing upgraded pollution control equipments for Air/water.

ii) The benefits derived include:

- Improvement in Market Share

- Improvement in Productivity

- Energy conservation

- Increase in in-house capability.

iii) No fresh technology has been imported during the year;

iv) The expenditure on Research & Development: - NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review foreign exchange earnings were ` 18845.20 Lakhs (Previousyear ` 21374.21 Lakhs) and foreign exchange outgo was ` 18994.30 Lakhs (Previous year `20813.15 Lakhs)

For and on behalf of the Board of Directors
Sunil Kumar Agrawal Mrinal Kanti Pal
Place : Kolkata Managing Director Director
Dated : 18 May 2017 DIN: 00091784 DIN: 00867865

Annexure - "E"

REMUNERATION POLICY OF MANAKSIA ALUMINIUM COMPANY LIMITED

FRAMED UNDER SECTION 178(3) OF COMPANIES ACT 2013 READ WITH SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015.

I. INTERPRETATION CLAUSES

For the purpose of this Policy references to the following shall be construed as:

"Applicable Law" : shall mean the Companies Act 2013 and allied rules made thereunder Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and includes any other statute law standards regulations or other governmental instruction as may be applicable to the Company from time to time.
"Company" : refers to Manaksia Aluminium Company Limited.
"Board" refers to the Board of Directors of the Company.
"Committee" : refers to Nomination & Remuneration Committee of Board of Directors of the Company.
"Directors" : refers to the Chairperson and all whole-time Directors.
"Executives" : refers to the Directors key managerial personnel and senior management.
"Key Managerial Personnel" : refers to the Managing Director Manager Chief Executive Officer Chief Financial Officer Company Secretary and any such other officer as may be prescribed under Applicable Law.
"Policy" or "this Policy" : shall mean the contents herein including any amendments made by the Board of Directors of the Company.
"Senior Management" : means personnel of the Company who are members of its core management team Excluding Board of Directors comprising all members of management one level below the Executive Directors including the functional heads.

All terms not defined herein shall take their meaning from the Applicable Law.

II. EFFECTIVE DATE

This Policy shall become effective from the date of its adoption by the Board.

III. SCOPE

a) This Policy applies to all the "Executives" of the Company.

b) In addition this Policy also extends to the Remuneration of Non-ExecutiveDirectors including principles of selection of the Independent Directors of the Company.

c) The Board of Directors has adopted the remuneration Policy at the recommendation ofthe Committee. This Policy shall be valid for all employment agreements entered into afterthe approval of the Policy and for changes made to existing employment agreementsthereafter.

d) In order to comply with local regulations the Company may have remunerationpolicies and guidelines which shall apply in addition to this Policy.

The Board of Directors of the Company may deviate from this Policy if there areexplicit reasons to do so in individual case(s). Any deviations on elements of this Policyunder extraordinary circumstances when deemed necessary in the interests of the Companyshall be reasoned and recorded in the Board's minutes and shall be disclosed in the AnnualReport or in case of an appointment in good time prior to the appointment of theindividual.

IV. PURPOSE

This Policy reflects the Company's objectives for good corporate governance as well assustained and long-term value creation for stakeholders. This Policy will also help theCompany to attain optimal Board diversity and create a basis for succession planning. Inaddition it is intended to ensure that

a) the Company is able to attract develop and retain high-performing and motivatedExecutives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration packagewith fixed salaries being a significant remuneration component as permissible under theApplicable Law;

c) remuneration of the Executives are aligned with the Company's business strategiesvalues key priorities and goals.

V. GUIDING PRINCIPLES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT

The guiding principle is that the remuneration and the other terms of employment forthe Executives shall be competitive in order to ensure that the Company may attract andretain competent Executives. In determining the Policy the Committee ensures that acompetitive remuneration package for all Executives is maintained and is also benchmarkedwith other multinational companies operating in national and global markets.

VI. RESPONSIBILITIES AND POWERS OF THE COMMITTEE

The Committee in addition to the functions and powers as endued by its terms ofreference would also be responsible for

a) preparing the Board's decisions on issues concerning principles for remunerations(including pension and severance pay) and other terms of employment of Executives andNon-Executive Directors;

b) formulating criteria of qualifications and positive attributes to assist the Companyin identifying the eligible individuals for the office of Executives;

c) monitoring and evaluating programs for variable remuneration if any both ongoingand those that have ended during the year for Executives and Non-Executive Directors;

d) monitoring and evaluating the application of this Policy;

e) monitoring and evaluating current remuneration structures and levels in the Company.

VII. PRINCIPLES FOR SELECTION OF INDEPENDENT DIRECTORS

The nomination of the independent Directors of the Company shall be in accordance withthe principles as stated hereunder and other relevant provisions of Applicable Law:

(a) is a person of integrity and possesses relevant expertise and experience;

(b) is or was not a promoter of the Company or its holding subsidiary or associatecompany and not related to promoters or Directors in the Company its holding subsidiaryor associate company;

(c) has or had no pecuniary relationship with the Company its holding subsidiary orassociate company or their promoters or Directors during the two immediately precedingfinancial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with theCompany its holding subsidiary or associate company or their promoters or Directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(e) neither himself nor any of his relatives

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the Company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of (a) a firm of auditors or company secretaries in practice or cost auditorsof the Company or its holding subsidiary or associate company; or (b) any legal or aconsulting firm that has or had any transaction with the Company its holding subsidiaryor associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the Company; or

(iv) is a chief executive or director by whatever name called of any non-profitorganisation that receives twenty-five per cent or more of its receipts from the Companyany of its promoters Directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the Company;

f) shall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations or other disciplines related to the Company's business.

VIII. OVERALL CRITERIA FOR SELECTION OF EXECUTIVES

The assessment for Senior Management will be done on the basis of below parameters bythe concerned interview panel of the Company :-

a) Competencies: l Necessary skills ( Leadership skill Communication skillsManagerial skills etc )

• Experiences & education to successfully complete the tasks.

• Positive background reference check.

b) Capabilities:

• Suitable or fit for the task or role. l Potential for growth and the ability andwillingness to take on more responsibility.

• Intelligent & fast learner Good Leader Organiser & Administrator GoodAnalytical skills Creative & Innovative.

c) Compatibility:

• Can this person get along with colleagues existing and potential clients andpartners.

• Strong Interpersonal Skills.

• Flexible & Adaptable.

d) Commitment:

• Candidate's seriousness about working for the long term

• Vision & Aim

e) Character:

• Ethical honest team player

f) Culture:

• Fits with the Company's culture (Every business has a culture or a way thatpeople behave and interact with each other. Culture is based on certain valuesexpectations policies and procedures that influence the behavior of a leader andemployees. Employees who don't reflect a company's culture tend to be disruptive anddifficult).

• Presentable & should be known for good social & corporate culture.

IX. GENERAL POLICIES FOR REMUNERATION

The various remuneration components would be combined to ensure an appropriate andbalanced remuneration package.

1. A fixed base salary - Set at a level aimed at attracting and retainingexecutives with professional and personal competence showing good performance towardsachieving Company goals.

2. Perquisites In the form of house rent allowance/ accommodation furnishingallowance reimbursement of medical expenses conveyance telephone leave travel etc.

3. Retirement benefits - Contribution to Provident Fund superannuationgratuity etc as per Company Rules subject to Applicable Law.

4. Motivation/ Reward - A performance appraisal to be carried out annually andpromotions/ increments/ rewards are to be decided by Managing Director based on theappraisal and recommendation of the concerned Head of Departments where applicable.

5. Severance payments - In accordance with terms of employment and applicablestatutory requirements if any. A. Any remuneration payable to the Executives of theCompany shall abide by the following norms

i. The base salary shall be competitive and based on the individual Executive's keyresponsibilities and performance;

ii. Base salaries would be based on a function-related salary system and be in linewith the market developments shown by the benchmark research and additional marketstudies. The annual review date for the base salary would be April 1 or any other date asmay be determined by the Committee from time to time subject to the Company's Policy;

iii. The Executives will be entitled to customary non-monetary benefits such as Companycars phone and such other fixed entitled benefits;

iv. Pension contributions shall be made in accordance with Applicable Laws andemployment agreements;

v. The Executives resident outside India or resident in India but having a materialconnection to or having been resident in a country other than India may be offeredpension benefits that are competitive in the country where the Executives are or have beenresident or to which the Executives have a material connection preferablydefined-contribution plans;

vi. A Director may receive remuneration by way of fee for attending meetings of theBoard or Committee thereof or for any other purpose whatsoever as may be decided by theBoard as permissible under Applicable Law;

vii. If any Director draws or receives directly or indirectly by way of remunerationany such sums in excess of the limit as prescribed or without the prior sanction where itis required under the Applicable law such remuneration shall be refunded to the Companyand until such sum is refunded hold it in trust for the Company. The Company shall notwaive the recovery of any sum refundable to it;

viii. A Director who is in receipt of any commission from the Company and who is amanaging or Whole-time director of the Company shall not be disqualified from receivingany remuneration or commission from any holding or subsidiary company of the Companysubject to its disclosure by the Company in the Board's report.

B. Any fee/remuneration payable to the Non-Executive Directors of the Company shallabide by the following norms

i. If any such Director draws or receives directly or indirectly by way of fee/remuneration any such sums in excess of the limit as prescribed or without the priorsanction where it is required under the Applicable law such remuneration shall berefunded to the Company and until such sum is refunded hold it in trust for the Company.The Company shall not waive the recovery of any sum refundable to it;

ii. Such Director(s) may receive remuneration by way of fee for attending meetings ofthe Board or Committee thereof or for any other purpose whatsoever as may be decided bythe Board as permissible under Applicable Law;.

iii. An Independent Director shall not be entitled to any stock option and may receiveremuneration only by way of fees and reimbursement of expenses for participation inmeetings of the Board or committee thereof and profit related commission as may bepermissible under the Applicable Law.

X. NOTICE OF TERMINATION AND SEVERANCE PAY POLICY

The notice of Termination and Severance pay shall be as per the terms of appointment asmentioned in the Employment Agreement or Letter of Appointment.

XI. DISCLOSURE AND DISSEMINATION i. The Policy shall be disclosed in the Board'sreport to shareholders of the Company. ii. The annual report of the Company would specifythe details of remuneration paid to Directors.

iii. The Company is required to publish its criteria of making payments toNon-Executive Directors in its Annual Report. Alternatively this may also be put up onthe Company's website and reference be drawn in the annual report.

Notes:

1. Based on the recommendation of the Nomination & Remuneration Committee at itsmeeting held on 30 May 2015 the Policy was approved and adopted by the Board of theCompany at its meeting held on 30 May 2015.

2. The Policy was amended in order to align the same with Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 by theNomination & Remuneration Committee at its meeting held on 10 February 2016 andrecommended to the Board for their approval. The Board of the Company at its meeting heldon 10 February 2016 approved the amended policy.

Annexure - "F"

DETAILS UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

A) As per Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

SL No. Particulars
i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2016-17. Sl. No. Name of Director and Designation Ratio of remuneration of each Director to the median remuneration of the employees of the Company ^
a) Mr. Sunil Kumar Agrawal 62.94:1
Managing Director
b) Mr. Ajay Kumar Chakraborty 0.18:1
Independent Director*
c) Dr. Kali Kumar Chaudhuri 0.22:1
Independent Director*
d) Mrs. Smita Khaitan 0.21:1
Independent Director*
e) Mr. Basudeo Agrawal 46.04:1
Whole-time Director#
f) Mr. Vineet Agrawal 12.93:1
Non-Executive Director@
g) Mr. Anirudha Agrawal 0.10:1
Non-Executive Director*
h) Mr. Mrinal Kanti Pal 0.10:1
Non-Executive Director*
ii) The percentage increase in remuneration of each Director Chief Financial Officer and Company Secretary during the financial year 2016-17. Name of Director/ KMP and Designation % increase in Remuneration in the financial year 2016-17
a) Mr. Sunil Kumar Agrawal 77.78%
Managing Director
b) Mr. Ajay Kumar Chakraborty -
Independent Director*
c) Dr. Kali Kumar Chaudhuri -
Independent Director*
d) Mrs. Smita Khaitan -
Independent Director*
e) Mr. Basudeo Agrawal -
Whole-time Director#
f) Mr. Vineet Agrawal 28.57%**
Non-Executive Director@
g) Mr. Anirudha Agrawal -
Non-Executive Director*
h) Mr. Mrinal Kanti Pal -
Non-Executive Director*
i) Mr. Vivek Jain 22.84%
Company Secretary
j) Mr. Deepak Chamaria 0%
Chief Financial Officer

Note(s):

* Independent Directors and Non-Executive Directors of the Company are entitledonly for sitting fee as per the statutory provisions and within the limits. The details ofremuneration of Non-Executive Directors are provided in the Report on Corporate Governanceand are governed by the Remuneration Policy of the Company as provided in the AnnualReport. In view of this the calculation of percentage increase in remuneration ofIndependent Directors and Non-Executive Directors would not be meaningful and hence notprovided.

# Appointed as Whole-time Director w.e.f 21 July 2016 and his remunerationincludes both sitting fees paid as Non-Executive Director and remuneration paid asWhole-time Director during the financial year 2016-17.

@ Change in designation from Whole-time Director to Non-Executive Director w.e.f 21July 2016 and his remuneration includes both remuneration paid as Whole-time Director andsitting fees paid as Non-Executive Director during the financial year 2016-17.

^ for calculation of median remuneration of employees remuneration paid to KeyManagerial Personnel are included.

** Remuneration paid in part for the financial year 2016-17 has been annualized forthe purpose of calculation of percentage increase.

Particulars
iii) The percentage increase in the median remuneration of employees of the Company during the financial year 2016-17 9.19%
iv) The number of permanent employees on the rolls of Company as on 31 March 2017 221
v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The median percentage increase made in the salaries of the employees of the Company other than managerial personnel was 8.15%** during the financial year 2016-17 as compared to an average increase of 53.18%*** in the managerial remuneration. The median percentage increase in the salaries of the employees of the Company other than managerial personnel during the year reflects the Company's reward philosophy.
Whereas the Managerial remuneration was increased in line with comparable market rate.

Note(s):

** For average percentile increase made in the salaries of employees other than theManagerial Personnel the median percentage increase has been considered.

***The increase in remuneration is pertaining to the Managing Director and Whole-timeDirector the Managerial Personnels.

vi) Yes it is hereby affirmed that the remuneration paid during the year ended 31March 2017 is as per the Remuneration Policy of the Company

B). Statement as per Rule 5 (2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

i) The details of the top ten employees based on remuneration drawn during the FY2016-17:

Particulars
Name of the Employee Designation Remuneration Drawn Nature of Employment Qualification and Experience (years) Date of Joining Age (years) Last Employment Percentage of Shares held in Company Related to Director or manager of Company if any
1) Mr. Sunil Kumar Agrawal Managing Director 8000000/- Permanent Commerce Graduate and 23 years 23.11.2014 56 Manaksia Limited 8.1502% Mr. Anirudha Agrawal
2) Mr. Basudeo Agrawal* Whole-time Director 5848387/- Permanent Commerce Graduate and 44 years 21.07.2016 68 Manaksia Limited 15.7912% Mr. Vineet Agrawal
3) Mr. Vineet Agrawal# Non-Executive Director 1640322/- Permanent Commerce Graduate and 19 yeras 17.11.2014 41 Manaksia Limited 12.8943% Mr. Basudeo Agrawal
4) Mr. Deepak Chamaria CFO 1456870/- Permanent Chartered Accountants and 15 Years 23.11.2014 37 Manaksia Limited 0.0000% -
5) Mr. Mohitlal Mukhopadhyay Manager- Marketing 881900/- Permanent Commerce Graduate ICWAI and 25 Years 23.11.2014 53 Manaksia Limited 0.0000% -
6) Mr. Satheesh K. Sales Manager 689703/- Permanent Commerce Graduate MBA and 41 years 23.11.2014 41 Manaksia Limited - -
7) Mr. Venkat Lal Srivastava Sr. Manager (PROD.) 630780/- Permanent Diploma in Mechanical Eng. and 23 years 23.11.2014 46 Manaksia Limited - -
8) Mr. Sanjib Sen Mechanical Head 624190/- Permanent Bachelor of Engg(B.E)- Mech and 28 years 13.07.2015 51 EBM Systems (Alubin Groub ISRAEL) - -
9) Mr. Joy Roy GM-HR 622790/- Permanent BSC & MBA (HRM) and 20 years 20.01.2015 53 Haldia Precision Eng. Pvt. Ltd. 0.0000% -
10) Mr. Bappaditya Sengupta SR. MGR . (INTL. Marketing) 608460/- Permanent BE/MBA and 10 years 23.11.2014 36 Manaksia Limited 0.0000%

Note:

* Appointed as Whole-time Director w.e.f 21 July 2016 and his remunerationincludes only remuneration paid as Whole-time Director during the financial year 2016-17.

# Change in designation from Whole-time Director to Non-Executive Director w.e.f 21July 2016 and his remuneration includes only remuneration paid as Whole-time Directorduring the financial year 2016-17.

ii) There were no employees employed throughout the Financial Year (FY) 2016-17 whowere in receipt of remuneration during FY 2016-17 in which aggregate was not less than `1.02 crore.

iii) There were no employees employed for a part of the FY 2016-17 who were inreceipt of remuneration for such part during FY 2016-17 at a rate which aggregate was notless than ` 8.50 lacs per month.

iv) There were no employees employed throughout the FY 2016-17 or for a partthereof who were in receipt of remuneration during the FY 2016-17 or for part thereofwhich in aggregate or as the case may be at a rate which in aggregate was in excessof that drawn by the Managing Director and holds by himself/herself or along with his/herspouse and dependent children not less than 2 (Two) percent of the equity shares of theCompany.

Note: For purpose of above point no. (B)(ii)(iii) & (iv) the term employeesexclude Managing Director & Whole- time Director.