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NTC Industries Ltd.

BSE: 526723 Sector: Consumer
NSE: N.A. ISIN Code: INE920C01017
BSE 12:12 | 21 Jun 33.40 1.30
(4.05%)
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33.70

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33.70

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33.40

NSE 05:30 | 01 Jan NTC Industries Ltd
OPEN 33.70
PREVIOUS CLOSE 32.10
VOLUME 101
52-Week high 72.50
52-Week low 30.00
P/E 18.05
Mkt Cap.(Rs cr) 36
Buy Price 31.60
Buy Qty 100.00
Sell Price 33.15
Sell Qty 5.00
OPEN 33.70
CLOSE 32.10
VOLUME 101
52-Week high 72.50
52-Week low 30.00
P/E 18.05
Mkt Cap.(Rs cr) 36
Buy Price 31.60
Buy Qty 100.00
Sell Price 33.15
Sell Qty 5.00

NTC Industries Ltd. (NTCINDS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasures in presenting the 26th Annual Report together with theAudited Statements of Accounts for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

The financial results of the Company during the year are given below:

Standalone Consolidated
Particulars Financial Year Financial Year Financial Year Financial Year
2016-2017 2015-2016 2016-2017 2015-2016
1.a) Income from operations 1342.41 888.53 2302.12 1831.89
b) Other income 367.43 320.52 377.70 327.31
2. Expenses 1617.07 1177.65 1734.06 1476.98
Profit/(Loss) before interest and depreciation 92.77 31.40 945.76 863.18
Less: a) Finance Cost 33.11 38.15 196.24 427.84
b) Depreciation 50.15 50.03 293.18 180.96
Profit/ (Loss) before Exceptional Items 9.51 (56.78) 456.34 254.38
- -
Add: Exceptional Items - -
Profit/ (Loss) before taxation 9.51 (56.78) 456.34 254.38
Less:- Provisions for current tax deferred tax and tax adjustments for earlier years 38.33 (7.04) 126.07 81.96
Profit/ (Loss) After Tax (28.79) (49.74) 330.27 172.42
Add: Balance brought forward from last year 1642.38 1692.12 1974.37 1801.95
--
Less: Amount transferred to Reserves -- -- --
Balance carried to the Balance Sheet 1613.59 1642.38 2304.64 1974.37

DIVIDEND

Due to loss incurred during the financial year 2016-17 your directors regret theirinability to recommend any dividend.

RESERVES

The Company has not proposed any transfer to its Reserves.

REVIEW OF OPERATIONS

During the year under review your company has PBT of Rs. 9.51 Lacs as compared to lossof Rs. 56.78 Lacs in the previous year. Your Company's total turnover from cigarettesbusiness has increased to Rs. 2060.07 Lacs as compared to Rs. 1781.76 Lacs in the previousyear. Export sales also increased to Rs. 852.66 Lacs from Rs. 517.57 Lacs in the previousyear. However domestic sales got marginally affected and decreased to Rs. 1207.40 Lacsfrom Rs. 1267.19 Lacs in the previous year. The Consolidated PBT also increased to Rs.456.34 from Rs. 254.38 Lacs in the previous year.

Change in nature of business if any

During the year there was no change in the nature of business of the Company.

Changes in Share Capital

The paid-up Equity Share Capital of the Company as at 31st March 2017 stood at `1075Lacs. During the year under review there has been no change in the share capital of theCompany.

Subsidiaries Joint Ventures and Associate Companies

As on 31st March 2017 your company has 4 wholly owned subsidiaries. During thefinancial year under review none of the companies have become or ceased to beSubsidiaries Joint Venture or Associate Company.

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda Consolidated Financial Statement of the Company and all of its subsidiaries which isforming part of the Annual Report.

The Annual accounts of the subsidiary will be kept at the Registered Office of theCompany and also at the Registered Office of the subsidiary companies and will beavailable to the investors seeking information at any time during the working hours of theCompany except Saturday. Further as per section 136 of the Companies Act 2013 theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of the subsidiaries are availableat our website at www.ntcind.com. The Company does not have any Joint Venture or Associatecompany.

Pursuant to proviso to Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the consolidated financial statements of the Company.

The Company has also formulated a Policy for determining material subsidiaries asapproved which can also be accessed on the Company's website at the link:http://www.ntcind.com/pdf/STLD/ntc%20Policy%20on%20Material%20Subsidiary.pdf

DIRECTORS:

A. Details of Directors and Key Managerial Personnel Appointment Of IndependentDirectors:

At the Annual General Meeting of the Company held on 5th September 2014 the Membersof the Company appointed Mr. Gaurav Somani (DIN: 06368949) Mr. Ravi Prakash Pincha (DIN :00094695) and Mr. Dilip Chakraborty (DIN : 01839950) as Independent Directors under theAct for a term of up to 31st March 2019. However Mr. Dilip Chakraborty and Mr. RaviPrakash Pincha disassociated themselves from the Board w.e.f 14.11.2016 and 30.03.2017respectively. Mr. Amar Chand Baid (DIN: 07741980) has been inducted as the new IndependentDirector whose appointment is subject to the approval by the Shareholders in the ensuingAGM.

Statement On Declaration Given By Independent Directors Under Sub- Section (6) OfSection 149:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 (“Listing Regulations”).

Key Managerial Personnel:

The Board of Directors have re-appointed Mr. Nilotpal Deb (DIN: 06807932) as theManaging Director of the Company w.e.f 30.03.2017 for a period of 1(One) year subject tothe approval of members in the ensuing Annual General Meeting of the Company.

Retirement by Rotation:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your Company Mr. Nilotpal Deb Managing Director of the Company is due toretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.

A brief profile of the above Directors seeking re-appointment is given in the Notice ofAGM.

B. Nomination & Remuneration Policy

The Board of Directors have framed a policy which lays down a framework in relation toappointment remuneration and other matters provided in Section 178(3) of the Act forDirectors Key Managerial Personnel and senior Management Personnel of the Company. Thesame has been enclosed as an annexure “A”.

C. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under Listing Regulations. The performanceof the Board was evaluated after seeking inputs from all the directors on the basis of thecriteria such as the Board composition and structure effectiveness of board processesinformation and functioning etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the performance of the Chairman was also evaluatedon the key aspects of his role.

In a separate meeting of independent Directors held on 30.03.2017 performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

D. Familiarisation Programme:

The Company has devised a programme for familiarisation of Independent Directors withthe Company their roles rights responsibilities in the Company nature of the industryin which the Company operates business model of the Company and related matters and thesame has been put up on the website of the Company at thelink:http://www.ntcind.com/pdf/STLD/ntc%20Familiarisation%20programme.pdf

COMMITTEES:

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. Details relating tonumber of Audit Committee Meetings held dates of Meeting indicating the number ofmeetings attended by each Member are also given in the Corporate Governance Report. Therehas been no instance where the Board has not accepted the recommendations of the AuditCommittee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.Details relating to number of Nomination and Remuneration Committee Meetings held datesof Meeting indicating the number of meetings attended by each Member are also given in theCorporate Governance Report.

Share Transfer cum Stakeholders Relationship Committee

The composition and terms of reference of theShare transfer cum StakeholdersRelationship Committee has been furnished in the Corporate Governance Report forming apart of this Annual Report. Details relating to number of Share Transfer cum StakeholdersRelationship Committee Meetings held dates of Meeting indicating the number of meetingsattended by each Member are also given in the Corporate Governance Report.

AUDITORS AND EXPLANATION TO AUDITOR'S REMARKS

Statutory Auditors

M/s VKR & Associates Chartered Accountants of Martin Burn House 1 R.N. MukherjeeRoad 3rd Floor Suit no. 312 Kolkata 700001 ( Firm Reg. No. 320323E) are proposed to beappointed as Statutory Auditors in place of M/s S. M. Daga & Co Chartered Accountantswhose term ends at the conclusion of ensuing Annual General Meeting of the Company.

Further M/s VKR & Associates Chartered Accountants will hold office of theStatutory Auditors for a period of 5 years beginning from the conclusion of 26th AnnualGeneral Meeting until the conclusion of 31st Annual General Meeting of the Company. As perthe provisions of Section 139 of the Companies Act 2013 the appointment of Auditorsshall be placed for ratification at every Annual General Meeting if required under theCompanies Act 2013 as amended from time to time.

In this regard M/s VKR & Associates Chartered Accountants have submitted theirwritten consent to the effect that their appointment as Statutory Auditors of the Companyif made will be as per the requirements as laid down under Section 139 and 141 of theCompanies Act 2013 read with rule 4 of Companies (Audit and Auditors) Rules 2014 andthat they are not disqualified for appointment.

The Auditors' Report to the shareholders for the year under review does not contain anyqualifications or adverse remarks. The Notes on Financial Statements referred to in theAuditors' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

The Board has appointed Mr. Ram Mohan Goenka of M/s MR & Associates PracticingCompany Secretary to conduct Secretarial Audit for the financial year 2015-16. TheSecretarial Audit Report for the financial year ended March 31 2017 is annexed herewithmarked as annexure “B” to this Report.

Explanation to the Observation raised in the Secretarial Audit Report

The Secretarial Audit Report contains an observation as follows:

Observation: a) Suit had been filed by shareholders of the Company in Sealdah Civil& Criminal Court against Resolution passed in pursuance of Section 180(1)(a) and180(1)(b) of the Companies Act 2013 and the matter is subjudice.

Boards' Reply: a) On 05.01.2015 some minority shareholders have filed a suitagainst the Company in the court of Learned Fourth Civil Judge (Junior Division) atSealdah West Bengal. The Company has filled its objection and reply and the matter isstill subjudice in the court

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT-9 as requiredunder section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management& Administration) Rules 2014 is annexed hereto as annexure“C”.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2016-17 5 (Five) Board Meetings were held details of whichare given in the Corporate Governance Report. Details relating to dates of Board Meetingindicating the number of meetings attended by each Director are also given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)cand 134(5) of the Companies Act 2013.

(a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and thestatement of profit and loss of the company for that period;

( c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the notes to standalone financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during thefinancial yearwith Related Parties as defined under the Companies Act 2013 and ListingRegulations were in the ordinary course of business and on an arm's length basis.

There are no materially significant related party transactions made by the Company withpromoters directors key managerial personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

The details of material related Party transaction in Form AOC-2 is enclosed and markedas Annexure “D”.

All related party transactions are placed before the Audit Committee for its approval.In accordance with Accounting Standard 18 the Related Party Transactions are disclosedunder Note No2.28 of the Standalone Financial Statements.

Your Company has framed a Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board. The same can beaccessible on the Company's website at the link: http://www.ntcind.com/pdf/Secretarial-Documents/ntc_Policy_on_Related_Party_Transactions.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis containing a detailed analysisof the Company's performance as per Regulation 34 of the Listing Regulations is annexedhereto.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Certificate from the Auditorsof the Company as required by Regulation 34(3) of the Listing Regulation for its duecompliance is annexed hereto forming part of this Annual Report.

A certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of ListingRegulations inter alia confirming the correctness of the financial statement adequacyof the internal control measures and reporting of the matters to the Audit Committee isalso annexed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided in annexure“E” to this Report.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a Risk Management framework which consist ofPlan & Policies pursuant to requirement of the provisions of the Companies Act 2013read with provisions of the Listing Regulations.

In this ever changing economic environment your company is exposed to various riskssuch as market risk financial risk liquidity risk principally interest rate riskcredit risk and risks associated with the economy regulations competition among others.The aforesaid Risk Management framework helps in identifying assessing monitoring andmitigationof various risks to key business objectives.The Audit Committee of the companyoversee and evaluate overall risk management framework which is periodically reviewed bythe Board of Directors to ensure that the executive management controls the risk as perdecided policy.

The risk management issues are discussed in detail in the Management Discussion andAnalysis.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of operations. These systems are routinely tested andcertified by Statutory as well as Internal Auditor and cover all offices factories andkey business areas. Significant audit observations and follow up actions thereon arereported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness ofthe Company's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's riskmanagement policies and systems.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the Listing Regulations with stock exchanges and it can be accessed at http://www.ntcind.com/pdf/Secretarial-Documents/ntc_Vigilance_Mechanism.pdf.No personnel has been denied access to the Audit Committee.

HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world classworking environment giving them equal opportunities to rise and grow. We continue toimplement the best of HR policies so as to ensure that talent retention is ensured at alllevels. Employee relations continued to be cordial and harmonious at all levels and in alldivisions of the Company during the year.

PARTICULARS OF EMPLOYEES

Details pursuant to section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 form part ofthis Report and are annexed herewith as annexure “F”.

None of the employees of the Company is in receipt of remuneration exceeding the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

HEALTH SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the laws applicable to the Company. The Company hasbeen complying with relevant laws and has been taking all necessary measures to protectthe environment and maximize worker protection and safety.

DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

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

An Internal Complaints Committee has been constituted under the Anti Sexual HarassmentPolicy approved by the Board of Directors of the Company which provides a forum to allfemale personnel to lodge complaints (if any) therewith for redressal.

Your directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGMENTS

Your Directors wish to place on record their deep sense of appreciation to theshareholders bankers business associates retailers suppliers customers governmentand other regulatory agencies for their continued support and faith in the Company. YourBoard is grateful to the Independent Directors for their valuable contributions. All ofthem despite other business exigencies have shared their rich experience and knowledgewith the management to take your Company forward. Your Directors are also wish to place onrecord their appreciation for the whole-hearted co-operation dedication commitment andcontribution made by all the employees and look forward to their continued support.Inspired by this vision driven by values and powered by internal vitality your Directorslook forward to the future with confidence and stand committed to creating an evenbrighter future for all stakeholders.

For & on behalf of the Board
Place: Kolkata Nilotpal Deb Gaurav Somani
Date: 30 Day of May 2017 Managing Director Director

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. who 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 auditors of thecompany or its holding subsidiary or associate company; or (B) any legal or a consultingfirm that has or had any transaction with the company its holding subsidiary orassociate 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-profitorganization 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;

(v) is a material supplier service provider or customer or a lessor or lessee of thecompany;

f. who is not less than 21 years of age.

“Key Managerial Personnel”:- Key Managerial Personnel (KMP) means-

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the Company Secretary;

(iii) the Whole-Time Director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the applicable statutory provisions /regulations “Senior Management”: The expression ''senior management''means personnel of the company who are members of its core management team excluding Boardof Directors comprising all members of management one level below the executive directorsincluding the functional heads.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.

APPLICABILITY

The Policy is applicable to

Directors (Executive and Non Executive) Key Managerial Personnel Senior ManagementPersonnel

CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE

The Board has the power to constitute/ reconstitute the Committee from time to time inorder to make it consistent with the Company's policy and applicable statutoryrequirement.

At present the Nomination and Remuneration Committee comprises of following Directors:

I. Mr. Gaurav Somani (Non Executive Independent Director)

ii. Mr. Amar Chand Baid (Non Executive Independent Director)

iii. Ms. Vembi Krishnamurthy Radha (Non Executive Director)

GENERAL APPOINTMENT CRITERIA

i. The Committee shall consider the ethical standards of integrity and probityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and accordingly recommend to the Board his / her appointment.

ii. The Company should ensure that the person so appointed as Director/ IndependentDirector/ KMP/ Senior Management Personnel shall not be disqualified under the CompaniesAct 2013 rules made thereunder Listing Regulations or any other enactment for the timebeing in force.

iii. The Director/ Independent Director/ KMP/ Senior Management Personnel shall beappointed as per the procedure laid down under the provisions of the Companies Act 2013rules made thereunder Listing Regulations or any other enactment for the time being inforce.

ADDITIONAL CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

The Committee shall consider qualifications for Independent Directors as mentioned inherein earlier under the head 'Definitions' and also their appointment shall be governedas per the provisions of Regulation 17 of the Listing Regulations (as amended from time totime ) and Companies Act 2013.

TERM / TENURE

The Term / Tenure of the Directors shall be governed as per provisions of the CompaniesAct 2013 and rules made thereunder as amended from time to time.

REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations or any otherreasonable ground the Committee may recommend to the Board for removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTOR AND THE BOARD

Following are the Criteria for evaluation of performance of Independent Directors andthe Board:

1. Executive Directors:

The Executive Directors shall be evaluated on the basis of targets / Criteria given toexecutive Directors by the board from time to time

2. Non Executive Director:

The Non Executive Directors shall be evaluated on the basis of the following criteriai.e. whether they:

(a) act objectively and constructively while exercising their duties;

(b) exercise their responsibilities in a bona fide manner in the interest of thecompany;

(c) devote sufficient time and attention to their professional obligations for informedand balanced decision making;

(d) do not abuse their position to the detriment of the company or its shareholders orfor the purpose of gaining direct or indirect personal advantage or advantage for anyassociated person;

(e) refrain from any action that would lead to loss of his independence

(f) inform the Board immediately when they lose their independence

(g) assist the company in implementing the best corporate governance practices.

(h) strive to attend all meetings of the Board of Directors and the Committees;

(i) participate constructively and actively in the committees of the Board in whichthey are chairpersons or members;

(j) strive to attend the general meetings of the company;

(k) keep themselves well informed about the company and the external environment inwhich it operates;

(l) do not to unfairly obstruct the functioning of an otherwise proper Board orcommittee of the Board;

(m) moderate and arbitrate in the interest of the company as a whole in situations ofconflict between management and shareholder's interest.

(n) abide by Company's Memorandum and Articles of Association company's policies andprocedures including code of conduct insider trading guidelines etc.

COMPENSATION STRUCTURE

1. Remuneration to Non-Executive Directors:

The Non- Executive Independent Director may receive remuneration by way of sitting feesfor attending meetings of Board or Committee thereof. Provided that the amount of suchfees shall be subject to ceiling/ limits as provided under Companies Act 2013 and rulesmade thereunder or any other enactment for the time being in force.

2. Remuneration to Executive Directors Key Managerial Personnel(s) (KMPs) &Senior Management Personnel (s) (SMPs):

The Company has a credible and transparent framework in determining and accounting forthe remuneration of the Managing Director / Whole Time Directors (MD/WTDs) Key ManagerialPersonnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration aregoverned by the external competitive environment track record potential individualperformance and performance of the company as well as industry standards.

The remuneration determined for MD/WTDs are approved by the Board of Directors andmembers at the next general meeting of the Company and by the Central Government in casesuch appointment is at variance to the conditions specified in Schedule V. As a policythe Executive Directors are neither paid sitting fee nor any commission.

APPROVAL AND PUBLICATION

(i) This remuneration policy as framed by the Committee shall be recommended to theBoard of Directors for its approval.

(ii) This policy shall be hosted on the Company's website.

(iii) The policy shall form part of Director's report to be issued by the Board ofDirectors in terms of Companies Act 2013

SUPPLEMENTARY PROVISIONS

(i) This Policy shall formally be implemented from the date on which they are adoptedpursuant to a resolution of the Board of Directors.

(ii) Any matters not provided for in this Policy shall be handled in accordance withrelevant State laws and regulations and the Company's Articles of Association. If thisPolicy conflict with any laws or regulations subsequently promulgated by the state or withthe Company's Articles of Association as amended pursuant to lawful procedure therelevant state laws and regulations and the Company's Articles of Association shallprevail and this Policy shall be amended in a timely manner and submitted to the Board ofDirectors for review and adoption. (iii) The right to interpret this Policy vests in theBoard of Directors of the Company.