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Norben Tea & Exports Ltd.

BSE: 519528 Sector: Agri and agri inputs
NSE: NORBTEAEXP ISIN Code: INE369C01017
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Norben Tea & Exports Ltd. (NORBTEAEXP) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the Twenty Ninth Annual Report together with theCompany's Audited Accounts for the Financial Year ended 31st March 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended on 31st March2019 is summarized below:-

FINANCIAL SUMMARY
Year Ended March 31 2019 Year Ended March 31 2018
Rs. in thousand Rs. in thousand
Total Revenue 54860 54072
Profit before Finance Cost Depreciation and Taxation 7558 8126
Less : Finance Cost 5846 5126
Profit/ (Loss) before Depreciation and Tax 1712 3000
Less : Depreciation 4338 3767
Profit/ (Loss) before Exceptional Items and tax (2626) (767)
Prior Period Expenditure 1191
Profit/ (Loss) before Tax (3817)
Less/(Add) : Current Tax 200 610
Provision of Deferred Tax (Credit) 476 (848)
Profit/(Loss) after tax (4493) (529)
Other Comprehensive Income
Item that will not be reclassified to profit or loss (161) (133)
Income tax relating to these items 41 34
Total Comprehensive Income for the period (4613) (628)

2. STATE OF COMPANY'S AFFAIRS

During the year there is again some increase in value of own production of tea crop andthis trend should continue as the Company's plantations mature and yield more leaves.Price realizations for Norben teas have increased alongwith the market. The productionfrom small tea growers category has become larger than the organized sector in this year.

A meeting of the minimum wages advisory board for tea workers was held again whichdecided to fix mininum wages of tea garden workers very soon. The amount includes bothcash and kind component. Such increase is abnormally high and may result in many estatesclosing down.

Tea prices have not kept pace with the growing input costs resulting in economicstress across the industry.

3 . CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of Business of the Company during the reportedfinancial year.

4. DIVIDEND

The Board has not recommended any dividend for the financial year 2018-19 in view ofretaining cash for your Company's growth prospects.

5. TRANSFER TO GENERAL RESERVE

Appropriation amount proposed to be transferred to General Reserve : NIL

6. MATERIAL CHANGES COMMITTMENTS

There are no material changes or commitments affecting the financial position of thecompany which has occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

7. SHARE CAPITAL

During the year under review the Company has not altered its share capital.

8. INTERNAL CONTROL SYSTEM

Your Company has in place an adequate system of internal controls commensurate withits size requirements and the nature of operations. These systems are designed keeping inview the nature of activities location and various business operation.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS

Being a listed entity the financial statements are passing through the Audit Committeeand the processes of Internal and External (Tax Cost and Statutory) Audits before beingapproved at the meeting of the Board of Directors of the Company. The financial statementsare regularly updated on the Company's website and available to all stakeholders.

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

As on 31st March 2019 your company has no subsidiaries joint ventures orassociate Companies.

11. PUBLIC DEPOSITS

Your Company has not accepted/renewed any deposits covered under Chapter V of theCompanies Act 2013.

12. STATUTORY AUDITOR

M/s. L. K. Bohania & Co. Chartered Accountants were appointed as StatutoryAuditors of the Company at the Annual General Meeting held on 2nd September2016 to hold office till the conclusion of the Annual General Meeting for the financialyear 2020-21.

The members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)by notification dated May 7 2018 the proviso to Section 139 (1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. L. K. Bohania & Co. Chartered Accountants as the Auditors ofthe Company by the Members at the ensuing AGM.

13. AUDITORS REPORT

The report by the Auditors is self explanatory and has no qualification reservationadverse remark or disclaimer; hence no explanation or comments by the Board were required.

14. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Apointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedCS Ajay Kumar Agarwal Proprietor of Agarwal A & Associates Company SecretariesPracticing Company Secretary as its secretarial auditor to undertake Secretarial Audit forthe FY 2018-19. The Secretarial Audit Report in the specified form MR-3 is annexedherewith as Annexure A in the Annexure forming part of this Report. TheSecretarial Audit Report has a qualification reservation adverse remark relating tosuspension in trading of equity shares of the Company due to non compliance of theeligibility requirement for continuous listing and the Company has made an application on28th May 2018 to BSE for revocation of suspension of Company with Bombay StockExchange and awaiting for their approval.

15. CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pursuant to Section 134(3)(m) of the Companies Act 2013 and Rule 8 ofCompanies (Accounts) Rules 2014 is given as Annexure B in the Annexure formingpart of this Report.

16. EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92 134(3) read with Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of the Annual Return in Form MGT9 is annexed herewith as Annexure C in the Annexure forming part of this Report.

17. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The level of operations of the Company does not conform to the minimum threshold ofCorporate Social Responsibility reporting.

18. DIRECTORS

At present your Board is duly constituted comprising of 4 (Four) Directors Mr. ManojKumar Daga (DIN: 00123386) Mr. Ranjan Kumar Jhalaria (DIN: 05353976) Mrs. Swati Agarwal(DIN: 06804522) and Mrs. Sweta Patodia (DIN: 06869426). In accordance with the provisionsof the Companies Act 2013 and the Articles of Association of the Company Mrs. SwetaPatodia retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for re-appointment.

19. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR

There has been no change in the composition of the Board of Directors during thefinancial year. The details of Key Managerial Personnel who were appointed or haveresigned during the financial year are also covered under the Report on CorporateGovernance.

20. NO. OF MEETINGS OF THE BOARD

The Board of Directors have met 5 (five) times during the financial year on 29-05-201810-08-2018 12-11-2018 22-12-2018 and 11-02-2019. The maximum time gap between any twomeetings was less than 120 days as stipulated under SEBI's Listing Requirements 2015.Details of meeting are given in the "Corporate Governance Report" of the AnnualReport.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

A Separate meeting of the Independent Directors was held on 12-11-2018 Mr. RanjanKumar Jhalaria the lead Independent Director presided the meeting. The IndependentDirectors at said meeting review the performance of the non Independent Directors.

Details of the separate meeting of the independent Directors held and attendance ofIndependent Directors therein are provided in the report on corporate governance formingpart of this report.

22. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director has at the first meeting of the Board and also at the firstmeeting of the Board after his/her appointment in the financial year 2018-2019 given adeclaration as required u/s.149 of the Companies Act 2013 that he/she meets the criteriaof Independence.

23. AUDIT COMMITTEE AS REQUIRED U/S 177(8) OF COMPANIES ACT 2013

Further during the year there was no recommendation of the Audit Committee which hadnot been accepted by the Board.

24. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and employees of the Company to report genuine concernshas been established. The Vigil Mechanism (Whistle Blower Policy) has been uploaded on theCompany's website at www.norbentea.com/pdf/vigil-blower.pdf.

25. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION ETC.

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided u/s.178(3) of the Companies Act 2013 is given as Annexure D inthe Annexure forming part of this Report.

26. RELATED PARTY TRANSACTION

All the related party transaction are entered on arm's length basis and are incompliance with the applicable provisions of the Act and the SEBI (LODR) Regulations2015.There are no materially significant related party transactions made by the Companyduring the year.

27. DETAILS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year there was no loans guarantees or investments made by the companyu/s.186 of the Companies Act 2013 during the year under review and hence the saidprovision is not applicable.

28. FORMAL ANNUAL EVALUATION OF BOARD

Formal annual evaluation by the Board of its own performance and that of its committeesand individual directors had been done during the year in the manner stated in theCriteria for Performance Evaluation of the Directors of the Company as framed by theNomination and Remuneration Committee of the Company.

29. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure & Developments

Global black tea production was 2103 million kgs.in 2018 as compared to 2039 millionkgs. in 2019 an increase of 64 million kgs. marking a growth of 3.14% due to rise inKeneya's output. Indian tea crop was approximately 1312 million kgs. lower than last yearby 10.2 million kgs. The production was impacted by the unprecedented floods in Kerala andlower harvest in South India. Crop output in North India was higher by 6 million kgs.despite deficits in the later part of the calendar year due to an early closure ofproduction in December following a directive issued by the Tea Board to curb the supply oflow quality end of season teas and to lend price support.

Global consumption of tea is likely to grow on the back of changing consumer habitstowards natural health and wellness beverages. More importantly the pace of consumptionexpansion within India is likely to be strong. Tea will remain a durable everyday beveragechoice especially in a developing economy and face limited competition from otheralternatives.

b) Opportunities Threats Risks & Concerns

Because of the very small size of production the Company's teas are readily accepted inniche market for "NORBEN" created over the years.

All the plantations of Norben are of high yielding clones producing bright liquoringteas.

The age of the plantations is very young and provides a great advantage in terms ofcost due to less disease and low maintenance cost due to vigorous health of the bush.

The Company has in place systems of Internal Control commensurate with the size of theCompany and the nature of its business which ensures that transactions are recordedauthorized and reported correctly apart from safeguarding its assets against loss fromwastage unauthorized use and removal.

The Internal Control System is supplemented by documented policies guidelines andprocedures. An extensive programme of review is carried out by the Company's Managementcum Internal Audit team which submits detailed reports periodically to the Management.

Tea continues to enjoy the status of being the most popular beverage in the World.

The Tea Industry is largely dependent on the vagaries of nature. The Industry is highlylabour intensive and is subject to stringent labour laws. Comparatively high labour costshigh social cost over most other tea producing countries high infrastructure costs remainthe major problems for the Indian Tea Industry. Shortage of labour during peak season isalso a cause for concern.

These problems need to be addressed by improved productivity. The Tea Industry both inAssam and in West Bengal have discussed with the Trade Unions and implemented productivitylinked wages for the tea workers with a view to regain the Industry's competitiveness inthe global market.

The small tea growers and bought leaf factories form a considerable part of theIndustry in North India. There is a need to regulate these factories to maintain thequality.

c) Segment wise or product wise performance

The Company is a Single Business Segment Company

d) Outlook

Tea sale prices are likely to remain under pressure although consumption of tea hasincreased. India needs to take a number of initiatives to strengthen its position in theglobal market and address emerging markets by further improving the quality as well aspackaging standards thereby enhancing product quality.

e) Risks and concerns

The Tea Industry is largely dependent on the vagaries of nature. The Industry is highlylabour intensive and is subject to stringent labour laws. Comparatively high labour costshigh social cost over most other tea producing countries high infrastructure costs remainthe majour problems for the Indian Tea Industry. Shortage of labour during peak season isalso a cause for concern.

These problems need to be addressed by improved productivity. The Tea Industry both inAssam and in West Bengal have discussed with the Trade Unions and implemented productivitylinked wages for the tea workers with a view to regain the Industry's competitiveness inthe global market.

The small tea growers and bought leaf factories are now a larger part of the Industryin North India. There is a need to regulate these factories to maintain the quality.

f) Internal control system and their adequacy

The Company implemented internal control systems to ensure that all assets aresafeguarded and protected against loss and that transactions are recorded and reportedcorrectly. The internal control system is commensurate with the size and nature of theCompany's business. The systems are regularly reviewed for effectiveness.

g) Discussion on financial performance with respect to operational performance

This has been covered in the Director's report specifically under the section onfinancial results and performance. The financial review for the year has also beenseparately covered in this Annual Report.

h) Material developments in human resources/industrial relations front includingnumber of people employed

The Company emphasizes training and development for optimum results. The Companystrives to maintain healthy industrial relations across its various locations andemployees. The number of persons employed by the Company as on March 31 2019 was 92.

i) Cautionary Statement

Statements in the Management Discussions and Analysis Report in regard to projectionsestimates and expectations have been made in good faith. Many unforeseen factors may comeinto play and affect the actual results which could be different from what the Directorsenvisage in terms of future performance and outlook. Market data and product informationcontained in this Report have been based on information gathered from various publishedand unpublished reports and their accuracy reliability and completeness cannot beassured.

30. RISK MANAGEMENT POLICY

The Board of Directors of the Company has developed and implemented a risk managementpolicy for the Company including identification therein of elements of risk which in theopinion of the Board may threaten the existence of the Company. The Board monitors andreviews periodically various aspects of Risk Management policy. At present no particularrisk whose adverse impact may threaten the existence of the Company is visualized.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKSHOP

Your Company is committed to provide a work environment which ensures that very womenemployee is treated with dignity respect and equality. There is zero- tolerance towardssexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employee. Thepolicy allows every employee to freely report any such act and promote action will betaken thereon. The policy lays down severe punishment for any such act. Further yourDirectors state that during the year under review there were no cases of sexualharassment reported to the Company pursuant to the sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and company'soperations in future.

33. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134(3)(c) & 134(5) of theCompanies Act 2013 your Directors confirm that:

1. Applicable accounting standards have been followed in the preparation of the AnnualAccounts for the year ended 31st March 2019 with proper explanation relatingto material departures if any.

2. Accounting policies have been selected and applied consistently and judgments andestimates have been made which are reasonable and prudent and have been applied so as togive a true and fair view of the state of affairs of the Company in respect of thefinancial year ended 31st March 2019 and of the losses of the Company for thatperiod.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. Annual Accounts for the year ended 31st March 2019 have been prepared onthe basis of going concern concept.

5. The Directors have laid down the internal financial controls to be followed by theCompany detailing the policies and procedures and these internal financial controls areadequate and are being operated effectively.

6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

34. PARTICULARS OF DIRECTORS' REMUNERATION U/S.197 (12) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

S.No. Name Designation % increase in remuneration Ratio of the remuneration of each director : median remuneration of the employees
1 Manoj Kumar Daga Mg.Director NIL 5.50 : 1
2 Ranjan Kumar Jhalaria Director NIL 0.22 : 1
3 Swati Agarwal Director NIL 0.20 : 1
4 Sweta Patodia Director NIL 0.02 : 1
5 Dipa Chatterjee Sarkar CFO 11.38 -
6 Mira Halder Company Secretary 20.23 -

The Company has 92 employees as on 31st March 2019.

Percentage increase in the median remuneration of employees in the financial year :14.69%

Average percentile increase in the salaries of employees compared with percentileincrease in managerial remuneration is 1.03:1.

Wages of the Tea Garden employees are decided through a Tripartite Agreement betweenWorkers Associations State Government and Representatives of the Tea Industry.Remuneration paid to other Employees are fixed. No variable remuneration is paid.Remuneration paid is as per the Remuneration Policy of the Company.

35. PARTICULARS OF EMPLOYEES

As on March 31 2019 the Company did not have any employee in the category specified inRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

36. AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Certificate regarding compliance of conditions of corporate governance is given as AnnexureE in the Annexure forming part of this report.

37. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

38. STOCK EXCHANGE(S)

The application for revocation of suspension in trading of Equity Shares of the Companyat Bomnay Stock Exhange is awaiting their approval. The Equity Shares of the Company aretraded at the National Stock Exchange of India Limited.

39. APPRECIATION

The Directors wish to place on record their appreciation for the support received fromthe Local Gram Panchayat Government Departments Banks Stakeholders and all others.

By Order of the Board
For NORBEN TEA & EXPORTS LTD.
Regd.Office:
15B Hemanta Basu Sarani Manoj Kumar Daga
3rd Floor Kolkata-700001. (Chairman & Mg.Director)
Date : 28th May 2019. DIN : 00123386

ANNEXURE: "B"

STATEMENT OF PARTICULARS UNDER THE COMPANIES (ACCOUNTS) RULES 2014

A. Conservation of energy

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

Company's operations involve substantial consumption of energy when compared to thecost of production. Wherever possible energy conservation and efficiency measures havebeen undertaken.

The Company's business involves use of energy only for final processing of Tea leaves.For growing of Tea leaves the reliance is more on natural resources of energy than onfossil fuels.

ii) The steps taken by the company for utilizing alternate sources of energy; TheCompany constantly considers up-gradation of existing machineries and processes tooptimise use of alternate sources of energy for processing of Tea leaves. Availability ofnatural gas through pipeline or bullet tanker is eagerly awaited which the Company canreadily use at a much lower cost to both the Company and the environment.

iii) The capital investment on energy conservation equipments; For all new equipmentspurchased weightage is given to conservation of electrical energy to reduce long termrunning costs.

B. Technology absorption

i) The efforts made towards technology absorption;

The Company subscribes to the Tea Research Association and implements their guidanceand recommendations. The Company has no R&D Unit as such.Further more the Company ismoving in the direction of certifications such as Rain Forest Alliance and follows thePlant Protection Code Maximum Residue Levels and the Trustea Code.

ii) The benefits derived like product improvement cost reduction product developmentor import substitution ; The per hectare cost of insecticides and pesticides used forspraying in tea growing areas has reduced. Only the items appearing in the approved listare used by which the Company's produced has become compliant with more markets havingdifferent approval parameters. iii) In case of imported technology (imported during thelast three years reckoned from the beginning of the financial year) –

a) The details of technology imported NIL
b) The year of import NIL
c) Whether the technology been fully absorbed NA
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof; and NA

iv) The expenditure incurred on Research and Development; As covered under item (i)above.

C. Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange Outgo during the year in terms of actual outflows. : Nil

ANNEXURE D REMUNERATION POLICY

Introduction

The Remuneration Policy of Norben Tea & Exports Ltd. (the "Company") isdesigned to attract motivate and retain exceptional employees in a competitive market.The policy reflects the Company's objectives for good corporate governance as well assustained long-term value creation for shareholders.

Remuneration to Directors Key Managerial Personnel and other employees involving abalance between fixed and incentive pay which reflect short and long term performanceobjectives appropriate to the working of the Company and its goals.

APPOINTMENT OF DIRECTORS

Appointment of Director(s) are being done as per the applicable provisions andschedules of the Companies Act. 2013.

BOARD REMUNERATION

Efforts are made to ensure that the remuneration of the Board of Directors matches thelevel with comparable companies whilst also taking into consideration board members'required competencies efforts and the scope of the board function including the numberof meetings.

Fixed remuneration

Whole Time Director(s) of the Board of Directors will receive a fixed salary alongwithbasic perquisites which is approved by the shareholders of the Company at a GeneralMeeting.

Sitting Fees

The Board shall fix the sitting fees for the Directors and Members of the variousCommittees taking into account the extent of responsibilities and time commitment theresults of the Company keeping in view fees paid by other peer companies which aresimilar in size and complexity.

Incentive programme bonus pay etc.

Presently the Company does not have any incentive programme. Reimbursement of expenses

Expenses in connection with board and committee meetings are reimbursed as per accountrendered. Pension scheme The Board of Directors is not covered by any pension scheme or adefined benefit pension scheme.

REMUNERATION TO OTHER KEY MANAGERIAL PERSONNEL

The Nomination & Remuneration Committee submits proposals concerning theremuneration of the other Key Managerial Personnel to ensure that the remuneration is inline with the conditions in comparable companies.

Other Key Managerial Personnel are entitled to a competitive remuneration packageconsisting of the following components: Fixed salary Bonus Benefits e.g.use of company car telephone broadband etc.

Fixed salary

The fixed salary shall be based on the market level and increase therein shall beperiodically reviewed based on performance appraisal.

Variable components

Presently the Company does not have a fixed policy for any incentive based pay or anyvariable component in the salary structure.

Personal benefits

Other Key Managerial Personnel will have access to a number of work-related benefitsincluding company car free telephone broadband at home and work-related newspapers andmagazines. The extent of individual benefits are not necessarily same for each individualmember of the Executive Management.

Other Key Managerial Personnel may be covered by insurance policies:

Accident insurance

Health insurance

Directors and Officers Liability Insurance

Notice of termination

The employment relationship is terminable by giving a months' notice on either side.Redundancy pay As per the prevailing laws of the State Government.

Retirement Benefits

Other Key Managerial Personnel are not covered by any employer administered pensionplan or a defined benefit pension scheme. However pension scheme under provident fund isprovided. Gratuity is covered as per the Act.

Disclosure

The total remuneration of the Key Managerial Personnel is stated in the Annual Report.

REMUNERATION TO OTHER EMPLOYEES

The Nomination & Remuneration Committee submits proposals concerning theremuneration of other employees and ensures that the remuneration is in line with theconditions in comparable companies.

Other Employees entitled to a competitive remuneration package consisting of thefollowing components: Fixed salary Bonus Fixed salary

The fixed salary shall be based on the market level and increase therein shall beperiodically reviewed based on performance appraisal.

Variable components

Presently the Company does not have a fixed policy for any incentive based pay or anyvariable component in the salary structure.

Other benefits

Housing/Housing Repair Allowance. Notice of termination

As per the prevailing laws of the State Government. Redundancy pay As per theprevailing laws of the State Government. Retirement Benefits

Other Key Managerial Personnel are not covered by any employer administered pensionplan or a defined benefit pension scheme. However pension scheme under provident fund isprovided. Gratuity is covered as per the Act.

Criteria for determining qualifications positive attributes and independence ofdirector

The Company will follow the guidelines as mentioned in Schedule IV of the CompaniesAct 2013 and under Regulation 19(4) of the Listing Regulation with the Stock Exchange(s)in determining qualifications positive attributes and independence of director.

.