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Monsanto India Ltd.

BSE: 524084 Sector: Agri and agri inputs
NSE: MONSANTO ISIN Code: INE274B01011
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OPEN 2577.30
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VOLUME 88
52-Week high 3358.00
52-Week low 2424.00
P/E 24.50
Mkt Cap.(Rs cr) 4,463
Buy Price 2580.00
Buy Qty 9.00
Sell Price 2625.00
Sell Qty 3.00
OPEN 2577.30
CLOSE 2589.15
VOLUME 88
52-Week high 3358.00
52-Week low 2424.00
P/E 24.50
Mkt Cap.(Rs cr) 4,463
Buy Price 2580.00
Buy Qty 9.00
Sell Price 2625.00
Sell Qty 3.00

Monsanto India Ltd. (MONSANTO) - Director Report

Company director report

To

The Members

 

Your Directors have pleasure in presenting their 68th Annual Report on thebusiness and operations of the Company and the financial results for the Financial Yearended March 31 2018.

Financial Highlights

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

(Rs. in Crores)

Year ended March 31 2018 Year ended March 31 2017
Revenue from Operations 672.12 645.80
Other Income 17.22 12.87
Total income 689.34 658.67
Profit Before Taxes 170.64 162.98
Taxation 6.08 11.54
Profit After Taxes 164.56 151.44
Other Comprehensive Income 3.95 (1.89)
Total Comprehensive Income 168.51 149.55

FINANCIAL & OPERATIONAL HIGHLIGHTS

During the financial year (F.Y.) 2017-18 your Company posted a Profit After Tax (PAT)of Rs. 164.56 crore as compared to previous year's PAT of Rs. 151.44 crore (increased by9%). Total Comprehensive Income increased by 13% from Rs. 149.55 crores in 2016-17 to Rs.168.51 crores in 2017-18.

Net Sales for the year under review increased to Rs. 667.44 crore compared to Rs.640.91 crore for the previous F.Y. (increase by 4%).

Your Company's seeds' (DEKALB) sale is higher at Rs. 481.78 crore in theF.Y. 2017-18 vis--vis Rs. 421.12 crore in the F.Y. 2016- 17 indicating a growth of 14%.A strong Kharif 2017 and Spring performance coupled with successful portfolio transitionled to this growth.

Net Sales of Roundup(including excise duty) during the year stands at Rs.185.66 crore compared to the previous year net sales of Rs. 219.79 crore (decreased by16%). Revenues for 2017-18 includes excise duty up to June 30 2017 which is discontinuedwith effect from July 1 2017 upon implementation of Goods and Services Tax (GST) inIndia. However revenues for F.Y. 2016-17 includes excise duty for 12 months. FurtherGlyphosate business was impacted due to uneven spread of rainfall across geographies.

In the year under review the operating expenses is Rs. 221.31 crores which is anincrease of 6% as compared to Rs. 208.03 crores in the previous year.

DIVIDEND

During the financial year 2017-18 your Company had declared an interim dividend of Rs.15/- (Rupees fifteen only) per equity share. In addition your Directors are pleased torecommend a payment of Rs. 15/- (Rupees Fifteen only) per equity share as the finaldividend for the financial year ended March 31 2018. If approved by the members at theAnnual General Meeting to be held on August 28 2018 the total dividend (interim andfinal dividend) for the financial year 2017-18 would be Rs. 30/- (Rupees Thirty only) perequity share.

In terms of Regulation 43A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("Hereinafter SEBILODR") your Company has formulated the Dividend Distribution Policy of the Companywhich is annexed as (Annexure 1) and forms a part of this Report. The policy is inaccordance with the parameters prescribed under the Listing Regulations and is alsoavailable on the website of the Company at www.monsantoindia.com.

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Piyush Nagar tendered resignation as the Director ofthe Company effective November 23 2017 as he took on new role as Asia-Africa CustomerCare Lead. Your Directors place on record their sincere appreciation of the valuablecontribution made by him during his tenure as a Director of the Company.

On recommendations of the Nomination and Remuneration Committee your Board appointedMr. Bangla Bose Radhakrishna Mallepeddi as an Additional Director with effect fromNovember 23 2017. Mr. Bangla Bose holds office as an Additional Director until theensuing Annual General Meeting and is eligible for appointment as Director as providedunder Articles of Association of the Company.

Pursuant to the amended provisions of the SEBI LODR a person who has attained the ageof seventy- five years can continue directorship in a listed company as a Non-ExecutiveDirector only after the concerned listed company has taken the approval of itsshareholders by way of a special resolution. The said provision shall come into effectfrom April 1 2019. In view of the above your directors have recommended re-appointmentof Mr. H.C. Asher as a Non-Executive Independent Director till the expiry of his termi.e. August 9 2021.

In accordance with provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Sekhar Natarajan retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.

A brief profile of Mr. Bangla Bose Radhakrishna Mallepeddi Mr. H. C. Asher and Mr.Sekhar Natarajan and the details of directorship held by him forms a part of the Noticeconvening the 68th Annual General Meeting contained in this Annual Report.

The Independent Directors of your Company have confirmed that they meet the criteria ofindependence as prescribed under Section 149 of the Act and Regulation 16 of the SEBILODR.

There is no change in the composition of the Board of Directors during the year underreview.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Every Independent Director of the Company is provided with ongoing information aboutthe industry and the Company so as to familiarise them with the latest developments. TheIndependent Directors also visit the facilities at various locations of the Company wherethey can visit and familiarise themselves with the operations of the Company.

The details of familiarization programs provided to the Directors of the Company areavailable on the Company's website www. monsantoindia.com.

FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI LODR the Board hascarried out the annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committee. A structuredevaluation report was prepared after taking into consideration inputs received from thedirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board dynamics execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual directors including the Chairman of the Board whoare evaluated on parameters such as level of engagement and contribution independence ofjudgement safeguarding the interest of the Company and its minority shareholders etc.The criteria applied in the Board evaluation process is explained in the CorporateGovernance Report.

The performance evaluation of the Independent directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the independent directors who also reviewed the adequacy and flow ofinformation to the Board. The directors expressed their satisfaction with the evaluationprocess.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company/business policiesand strategies apart from other Board businesses. The Board/Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.

However in case of a special and urgent business need the Board's approval is takenby passing resolutions through circulation as permitted by law which are confirmed atthe subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. The Agendaof the Board / Committee meetings is circulated at least a week prior to the date of themeeting. The Agenda for the Board and Committee meetings includes detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review six Board Meetings and six Audit Committee Meetings wereconvened and held. Details of each such meetings are given in the Corporate GovernanceReport. The intervening gap between the meetings was within the time limit as prescribedunder the Companies Act 2013.

COMMITTEES OF THE BOARD

Currently there are six (6) Committees of the Board namely Audit Committee Nominationand Remuneration Committee Stakeholders' Relationship Committee Corporate SocialResponsibility Committee Share Transfer Committee

Independent Directors Committee

The Board decides the terms of reference for these Committees. Minutes of meetings ofthe Committees are placed before the Board for information. The details as to thecomposition terms of reference number of meetings and related attendance etc. of theseCommittees are provided in detail in the Corporate Governance Report which forms a partof this Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Internal Auditors are an integral part of the internalcontrol mechanism of the Company. To maintain its objective and independence the InternalAuditors report to the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol systems in the Company its compliance with the operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalauditors process owners undertake corrective action in their respective areas and therebystrengthen the controls.

Significant audit observations and corrective actions thereon are presented to theAudit Committee of the Board.

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial statements and disclosure.

STATUTORY AUDITORS AND AUDITOR'S REPORT

In the 67th Annual General Meeting (AGM) of the Company M/s. MSKA &Associates Chartered Accountants (Firm Registration No :105047W) Statutory Auditors ofthe Company have been appointed for five consecutive years i.e until the conclusion of 72ndAnnual General Meeting subject to ratification at each Annual General Meeting upto the 72ndAnnual General Meeting. They have confirmed their eligibility to the effect that theirreappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark. Further in compliance withstatutory requirements the Statutory Auditors have not rendered to the Company during thefinancial year 2017-18 directly or indirectly any of the services enumerated underSection 144(1) of the Companies Act 2013.

COST AUDITORS

Pursuant to the direction from the Ministry of Corporate Affairs for appointment ofCost Auditors your Board had re-appointed M/s ABK & Associates as the Cost Auditorof your Company for the financial year 2017-18 to conduct the audit of the cost records ofthe Company.

Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Rules madethereunder and as per the recommendation of the Audit Committee the Board of Directors ofthe Company at its meeting held on May 15 2018 has reappointed M/s ABK & Associates(Registration no. 000036) as the Cost Auditors of your Company for the financial year2018-19 to conduct the audit of the cost records of the Company. A resolution forratification of the remuneration of the said Cost Auditors is included in the Noticeconvening the 68th AGM of the Company for seeking approval of members. Thereport with respect to the audit of cost accounts maintained in respect of insecticidesmanufactured by the Company will be submitted to the Central Government within the periodstipulated under the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedM/s. Vinod Kothari & Co. Practising Company Secretaries to undertake the SecretarialAudit of the Company for the year under review.

The Secretarial Audit Report for the FY 2017 - 18 is annexed as (Annexure 2) andforms a part of the Board's Report to the members. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

The Board has appointed M/s. Vinod Kothari & Co. Practising Company Secretariesto undertake the Secretarial Audit of the Company for the financial year 2018 - 19.

EXTRACT OF THE ANNUAL RETURN

In accordance with requirements under Section 134(3)(a) of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the detailsforming part of the extract of the Annual Return in form MGT 9 is annexed as (Annexure3).

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Information required under Section 134(3)(o) of the Companies Act 2013 and Rule 9 ofthe Companies (Corporate Social Responsibility) Rules 2014 is annexed as (Annexure 4).

The Policy for the same is available on: http://www.monsanto.com/global/in/whoweare/pages/policies.aspx.

DETAILS OF ESTABLISHMENT OF VIGIL/ WHISTLE BLOWER MECHANISM FOR DIRECTOR AND EMPLOYEES

Your Company maintains a Code of Business Conduct and Anti-Corruption Program.Additionally a vigil/whistle blower mechanism (‘Monsanto Speak-Up Protocol forIndia') has also been developed pursuant to requirements of Section 177(9) and (10) of theAct and Regulation 22 of the SEBI LODR with the Stock Exchanges in India. The Company's‘Monsanto Speak-Up Protocol for India' aims at:

a) informing employees of their obligation to report serious wrongdoing within theCompany;

b) providing employees with guidance on how to raise concerns;

c) reassuring employees that they should be able to raise genuine concerns in goodfaith without fear of retaliation; and d) providing specific direction on how to contactthe Chairperson of the Audit Committee of Board of Directors.

The Company has made available to its employees anonymous email facility and telephonehotlines for reporting of any deviations / concerns.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Board of Directors has adopted aCharter which deals with the manner of selection of Board of Directors including theManaging Director and their remuneration. This Policy is in compliance with the provisionsof Section 178 of the Companies Act 2013 and Regulation 19 of SEBI LODR.

The Nomination and Remuneration policy is annexed as (Annexure 5) as stated inthe Corporate Governance Report and is available on:http://www.monsanto.com/global/in/whoweare/ pages/policies.aspx

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

The particulars of every contract /arrangement entered into by the Company with therelated parties referred to in sub section 1 of Section 188 of the Companies Act 2013including certain arm's length transaction under third proviso thereto has been disclosedin Form AOC - 2 as (Annexure 6).

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and is available onhttp://www.monsanto.com/global/in/whoweare/pages/policies. aspx.

CORPORATE GOVERNANCE CERTIFICATE

A detailed report on the corporate governance system and practices of the Companyforming part of this report is given as a separate section of the Annual Report.

The Compliance Certificate from the Statutory Auditors regarding compliance ofconditions of corporate governance as stipulated under Regulation 34 of the SEBI LODR isannexed to the report as (Annexure 7).

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 134(3)(c) of the Companies Act 2013 ("the Act")your Directors on the basis of information made available to them confirm the followingfor the year under review:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same; b) they haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for that period;

c) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; and

d) they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating efficiently.

f) they have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34 of the SEBI LODR the Business Responsibility Reporton Company's as required by Regulation 34(2) of the SEBI LODR initiatives onenvironmental social and governance aspects forming part of this report is given as aseparate section of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis on the business and operations of the Company asrequired by Regulation 34(2) of the SEBI LODR forming part of this report is given as aseparate section of the Annual Report.

PERSONNEL

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in (Annexure8) to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of theAct read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form part of this Report. In terms of the first provisoto Section 136(1) of the Act the reports and accounts are being sent to the shareholdersexcluding the aforesaid remuneration.

Any shareholder interested in inspection of the documents pertaining to the aboveinformation or desiring a copy thereof may write to the Company Secretary.

Total number of permanent employees employed with your Company as on March 31 2018 is257 as compared to 268 as on March 31 2017.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 is annexed as (Annexure9) and forms part of this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of earnings and expenditure in foreign currency are given in Annexure 9.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and hasconstituted an Internal Committee for prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Section 4(1) of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. During the Financial Year the Company received 3 complaints. Allcomplaints have been resolved by the Company

AWARDS

Your Company has been recognised for being one of the 100 Best Companies for Women inIndia by Working Mother & Avtar. The "2017 Working Mother & Avtar BestCompanies for Women in India" (BCWI) Project is India's largest self-trackingself-reporting and self-evaluating opportunity for companies to benchmark themselves withregard to policies and practices for womens' career advancement.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4. The Managing Director of the Company does not receive any remuneration or commissionfrom any of its holding Company.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6. Particulars of Loans given Investments made Guarantees given and Securitiesprovided.

7. Changes in nature of business.

8. Material changes and commitments affecting the financial position of the Companybetween end of the financial year and the date of this report.

9. Reporting of fraud by auditors in terms of Section 143(12) of the Act.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from its shareholders government authorities vendors channelpartners and other business associates. Your Directors appreciate the continued supportfrom Monsanto Company USA and would also wish to place on record their deep sense ofappreciation for the committed services by the employees of the Company. Without thissupport the Company would not be able to successfully serve its farmer customers whosesuccess eventually determines the Company's success.

For and on behalf of the Board of Directors
Sekhar Natarajan
Mumbai Chairman
May 15 2018 DIN: 01031445

Annexure 1

Dividend Distribution Policy of Monsanto India Limited

The Board of Directors (the "Board") of Monsanto India Limited ("theCompany") has adopted the Dividend Distribution Policy (the "Policy") ofthe Company as required in terms of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended (the"Listing Regulations") in its meeting held on 23rd March 2017.

EFFECTIVE DATE

The Policy shall become effective from the date of its adoption by the Board i.e. 23rdMarch 2017.

PURPOSE OBJECTIVES AND SCOPE

The Securities Exchange Board of India vide its notification dated June 17 2016 hasamended the Listing Regulations by inserting Regulation 43A to make it mandatory to have aDividend Distribution Policy in place by the top five hundred listed companies based ontheir market capitalization calculated as on the 31st day of March of everyfinancial year. Considering the provisions of the aforesaid Regulation 43A the Board ofthe Company has laid down a broad framework for considering the subject of decisions withregard to distribution of dividend to its shareholders and/ or retaining or ploughing backprofits. The Policy sets out the circumstances and different factors for consideration bythe Board at the time of taking such decisions of distribution or of retention of profitsin the interest of providing transparency to the shareholders such that they be enabled totake better investment decisions.

The Policy shall not apply in the following cases:

Distribution of dividend in kind i.e. by issue of fully or partly paid bonus shares orother securities subject to applicable law;

Distribution of cash as an alternative to payment of dividend by way of buyback ofequity shares;

Determination and declaration of dividend on preference shares as the same will be asper the terms of issue approved by the shareholders;

Where strategic agreements have been entered into by the Company with any investorwhere such agreements have negative covenants with respect to seeking approval of theshareholders before declaration of dividend.

A. GENERAL POLICY OF THE COMPANY AS REGARDS DIVIDEND

Subject to the considerations as provided in the Policy the Board shall determine thedividend payout in a particular year after taking into consideration the operating andfinancial performance of the Company the advice of the executive management including theCFO and other relevant factors.

B. PARAMETERS RELEVANT FOR DECISION OF DIVIDEND PAYOUT

The Board shall consider the following while taking decisions of a dividend payoutduring a particular year-

Prudential requirements

The Company shall analyse its prospective projects and strategic decisions in order todetermine the dividend payout-- to build a healthy reserve of retained earnings; - toaugment long-term strength; - to build a pool of internally generated funds to providelong-term resources as well as resource-raising potential for the Company; and - the needsfor capital conservation and appreciation.

Proposals for major capital expenditures etc.

In addition to making provision for ploughing back earnings on account of depreciationthe Board may also take into consideration the need for replacement of capital assetsexpansion and modernization or augmentation of capital stock including any major capitalexpenditure proposals.

Extent of realized profits as a part of the GAAP profits of the Company

The extent of realized profits out of its profits calculated as per GAAP affects theBoard's decision of determination of dividend for a particular year. The Board is requiredto consider such factors before taking any dividend or retention decision.

Expectations of major stakeholders including small shareholders

The Board while considering the decision of dividend payout or retention of a certainamount or entire profits of the Company shall as far as possible consider theexpectations of all the stakeholders including the small shareholders of the Company whogenerally expect a regular dividend payout.

C. OTHER FINANCIAL PARAMETERS

In addition to the aforesaid parameters such as realized profits and proposed majorcapital expenditures the decision of dividend payout or retention of profits shall alsobe based the following-

Operating cash flow of the Company

If the Company cannot generate adequate operating cash flow it may need to rely onoutside funding to meet its financial obligations and sometimes to run its day-to-dayoperations. The Board will consider the same before deciding whether to declare dividendor retain the profits of the Company.

Net sales of the Company

To increase its sales in the long run the Company will need to expand its capacity inorder to increase its sales such as marketing and selling expenses advertising etc. Theamount outlay in such activities will influence the decision of declaration of dividend.

Return on invested capital

The efficiency with which the Company uses its capital will impact the decision ofdividend declaration.

Magnitude of earnings of the Company

Since dividend is directly linked with the availability of earning over the long haulthe magnitude of earnings will significantly impact the dividend declaration decisions ofthe Company.

Cost of borrowings

The Board will analyze the requirement of necessary funds considering the long term andshort term requirements of the Company and the viability of the options in terms of costof raising necessary funds from outsiders such as bankers lending institutions or byissuance of debt securities or plough back its own funds.

Obligations to creditors

The Company should be able to repay its debt obligations without much difficulty over areasonable period of time. Considering the volume of such obligations and time period ofrepayment the decision of dividend declaration shall be taken.

Inadequacy of profits

If during any financial year the Board determines that the profits of the Company areinadequate the Board may decide not to declare dividend for that financial year.

Post dividend Earnings Per Share (EPS)

The post dividend EPS can have strong impact on the funds of the Company thusimpacting

(i) the overall operations of the Company on a day-to-day basis; (ii) profits of theCompany; and (iii) the decision for dividend declaration during a particular year.

The following will also require to be taken into account:

(i) Provisioning levels and provision coverage;

(ii) Possibilities of alternate usage of cash including capital expenditure; and (iii)Unforeseen events and contingencies with financial implications.

D. FACTORS THAT MAY AFFECT DIVIDEND PAYOUT

External Factors

Taxation and other regulatory concern

- Dividend distribution tax or any tax deduction at source as required by applicabletax regulations in India as may be applicable at the time of declaration of dividend.

- Any restrictions on payment of dividend by virtue of any regulation as may beapplicable to the Company at the time of declaration of dividend.

- Relevant international economic trends.

Product/ market expansion plan

The Company's growth oriented decision to conserve cash in the Company for futureexpansion plan impacts shareholders' expectations for the long run which shall have toconsider by the Board before taking dividend decision.

Macroeconomic conditions

Considering the general economic situation in India policy decisions being formulatedthe management may retain a larger part of the profits to have sufficient reserves toabsorb unforeseen circumstances.

Competition

Faced with competition in the market impacting the prospects of growth of the Companythe Company will require to take that aspect into account while declaring the dividend.

Internal Factors

Past performance/ reputation of the Company

The trend of the performance/ reputation of the Company during the past years withspecific reference to the revenue which the products manufactured by the Company in themarket generate determine the expectation of the shareholders.

Working capital management in the Company

The current working capital management system within the Company also impacts thedecision of dividend declaration.

Age of the Company and its product/market

The age of the Company and its product or the market in which the Company operates willbe one of the most significant determining factors for ascertaining the profitability ofthe Company and dividend declaration or retention.

Amount of cash holdings in the Company

In the absence of any major expansion plan or capital investments or other strategicinvestment plans in the hands of the Company the investors may not appreciate excessivecash holdings in the Company. The Board shall have to consider the same before taking anydecision of dividend declaration.

Corporate restructuring

Corporate restructuring or scheme of arrangement having a financial impact on theCompany will also impact the dividend disbursement by the Company.

E. CIRCUMSTANCES UNDER WHICH

DIVIDEND PAYOUT MAY OR MAY NOT BE EXPECTED

Dividend shall not be declared out of reserves. The Board shall consider the factorsprovided above under Paras A B C and D before determination of any dividend payoutafter analyzing the prospective opportunities and threats viability of the options ofdividend payout or retention etc. The decision of dividend payout shall majorly be basedon the aforesaid factors considering the balanced interest of the shareholders and theCompany.

F. MANNER OF DIVIDEND PAYOUT

The discussion below is a summary of the process of declaration and payment ofdividend and is subject to applicable regulations:

In case of final dividend

1. Recommendation for declaration of dividend shall be made by the Board taking intoaccount the financial position of the Company and shall usually be made in the meeting.

2. The dividend has recommended shall be placed for approval before the shareholders atthe Annual General Meeting.

3. The payment of dividend shall be made within 30 days from the date of declaration tothe shareholders entitled to receive the dividend on the record date as per the applicablelaw.

In case of interim dividend

1. Interim dividend if any shall be declared by the Board.

2. Before declaring interim dividend the Board shall consider the financial positionof the Company that allows the payment of such dividend.

3. The payment of dividend shall be made within 30 days from the date of declaration tothe shareholders entitled to receive the dividend on the record date as per the applicablelaws.

G. MANNER OF UTILISATION OF RETAINED EARNINGS

The Board may retain its earnings in order to make better use of the available fundsand increase the value of the shareholders in the long run. The retained earnings shall beutilized for: (i) Capital expenditure; (ii) Building up reserves; (iii) Unforeseenrequirements; and (iv) Long-term strategic requirements.

The decision of utilization of the retained earnings of the Company shall be based onthe following factors: Market expansion plan; Product expansion plan; Increase inproduction capacity; Modernisation plan; Diversification of business; Long-term strategicplans; Replacement of capital assets; Where the cost of debt is expensive; Other suchcriteria as the Board may deem fit.

H. PARAMETERS TO BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES

The holders of the equity shares of the Company as on the record date are entitled toreceive dividend as may be declared by the Company. Since the Company has issued only oneclass of equity shares with equal voting rights all the shareholders of the Company areentitled to receive the same amount of dividend per share. The Policy will be suitablyrevisited at the time of issue of any new class of shares depending upon the nature andapplicability of relevant rules regulations and guidelines.

AMENDMENT

The Board reserves the right to review and amend the Policy.

Date: 23-03-2017
Place: Mumbai CHAIRMAN