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Piccadily Sugar & Allied Inds Ltd.

BSE: 507498 Sector: Consumer
NSE: PICCADSUG ISIN Code: INE544C01023
BSE 00:00 | 22 Oct 12.68 0.04
(0.32%)
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12.99

HIGH

12.99

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12.10

NSE 05:30 | 01 Jan Piccadily Sugar & Allied Inds Ltd
OPEN 12.99
PREVIOUS CLOSE 12.64
VOLUME 15257
52-Week high 20.10
52-Week low 3.26
P/E 26.98
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.99
CLOSE 12.64
VOLUME 15257
52-Week high 20.10
52-Week low 3.26
P/E 26.98
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Piccadily Sugar & Allied Inds Ltd. (PICCADSUG) - Director Report

Company director report

Dear Share holders

Your Directors have the pleasure in presenting their 26th Annual Reporttogether with Audited Accounts of the Company for the year ended 31st March2019

Financial Results :

(Rs. In lacs)

Particulars 31st March 19 31st March 18
Total Income 3971.45 915.15
Increase/(decrease) of Stock in trade 26.94 68.27
Profit before Interest & Depreciation 439.85 284.05
Less : Interest 59.39 13.44
Depreciation 331.11 265.56
Profit/(Loss) before Tax 49.35 5.05
Provision for Current Tax 7.03 0.00
Deferred Tax 9.33 17.30
Tax adjustment related to earlier year 0.00 0.00
Net Profit /(Loss) 32.99 (12.24)
Transfer to Profit & Loss Account 32.99 (12.24)

2. Review of the Operations

A) Distillery

i) Patran (Punjab): The distillery unit has produced 326070 cases of Punjab MediumLiquor (PML) consisting of 50 degree 65 degree &75 degree. The unit has also produced6593 boxes of under Indian made foreign Liquor (IMFL) consisting of 1467 cases boxes ofWhistler whisky 3001 boxes of Golden Wings 2125 cases boxes of Pure Dark Rum.

ii) The unit has also produced 1457558 bulk liters of Ethanol which has been suppliedto various oil manufacturing companies.

The unit has achieved a turnover and other income of Rs 2489.35 Lacs during the year

iii) Bawal (Haryana) The distillery unit has produced 505339 cases of CountryLiquor &has made a turnover and other income of Rs.1453.03 Lacs..

B) SugarMill

Sugar Mill did not commence the crushing operations during the season 2018-2019 due toadverse conditions prevailing in the entire area. The sugar availability in the country ismuch more than the consumption in the country. More over the steep increase in the pricesof sugarcane rendered the prices of finished sugar unremunerative. There is a other incomeof Rs.29.07 lacs during the year

3.Share Capital

The paid up Equity Share Capital as at March 312019 stood at Rs 2322.09 lacsconsisting of 23254527 equity shares of Rs.10/- each . During the year under review thecompany has not issued shares or convertible securities or shares with differential votingrights nor has granted any stock options or sweat equity or warrants.

4. Dividend

Your Directors have not recommended any dividend on the equity shares for the financialyear ended March 31 2019 due to accumulated Losses.

5. Directors & Key Managerial Personnel

Ms Madhu Sharma Director of the Company retires by rotation and is eligible for thereappointment.

The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify as an independent director under section 149(6) of the Companies Act 2013 & 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

6. Number of meetings of the Board

During the year under review 5(five) meetings of the Board of Directors were held totransact the business of the company.

The time gap between the two consecutive meetings was not exceeding 120 days. Detailsof the Board meetings including attendance of Directors at these meetings are provided inthe Corporate Governance Report annexed to this report.

7. Board evolution

In line with the provisions of the Companies Act 2013 and SEBI Guidance Note on Boardevolution issued on January 52017 read with relevant provisions of the SEBI listingRegulations 2015 the Board has carried out an annual evaluation of the Directorsindividually of the chairman and of the Board asawhole performance through the separatemeeting of independent Directors and the board as a whole. The board evaluated theeffectiveness of its functioning that of the committees & of individual Directorsafter taking feedback from the Directors & committee members. The manner in which theevaluation has been carried out has been explained in the corporate Governance Report.

The performance of the independent Directors was evaluated by the entire Board exceptthe person being evaluated in their meeting held on 23/03/2019. Aseparate meeting ofindependent Directors was held on 23/03/2019 to review the performance of non independentDirectors performance of the board & committee as a whole & performance of thechairman of the company taking into account the views of executive Director &the nonexecutive Directors.

8..Material Changes &commitment affecting the Financial position of the company

There is no material changes affecting the financial position of the company subsequentto the close of the financial year 2018-19 till the date of report.

9.Significant&material orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the regulators or Courts or Tribunalwhich would impact the going concern status of the company and its future operation.However Members attention is drawn to the statement on Contingent Liabilities andcommitments in the notes forming part of the financial statement.

10. Deposits

Your company has not accepted any deposits from the public during the year. Furtherthere is not any non compliance of Chapter 5 of Companies Act 2013 and rules framed thereunder.

11. Risk Management

Your company carries out a periodical exercise to identify various risks involved inthe business &operations of the company. After identification such risks are assessedfor the degree of risks involved and accordingly steps are taken to mitigate those risks.The objective of such exercise is to mitigate the probable adverse impact on businessoperations and thus enhance the competitiveness. The risk assessment process of thecompany defines the risk management approach at all levels across the organizationincluding determination of the degree of risks and proper steps to be taken to avoid theprobable harm. The Board is updated periodically on the risks identified and steps takenfor mitigating them.

12. Auditors & Audit report

a. Statutory Auditors

M/s Aggarwal Sahil & Associates the Statutory Auditors of the company wereappointed by the members at the 24th Annual General meeting of the company for an initialterm of 5 years i.e. from the conclusion of 24th Annual General Meeting till theconclusion of 29th Annual General meeting of the company pursuant to section 139 of theCompanies Act 2013.They have confirmed that they are not disqualified from continuing asAuditors of the company.

The Auditors Report does not contain any qualification reservation or adverse remark.The Notes on Financial statements referred to in the Auditors report are self explanatoryand do not call any further comments.

b. Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Mr. Kanwaljit Singh Practicing Company Secretary as Secretarial Auditors ofyour company for the financial year 2019-2020. The Secretarial Audit report for thefinancial year 2018-19 is annexed to this report as Annexure-A.

The Auditors Report does not contain any qualification reservation or adverse remark.The Notes on Financial statements referred to in the Auditors report are self explanatoryand do not call any further comments.

13. Amounts proposed to be carried to Reserves

Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the company.

14. Consolidated Financial Statement

Consolidation of accounts is not applicable on the company.

15. Conservation of Energy Technology Absorption and Foreign Exchange earnings andoutgo:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of theCompanies (Accounts) Rules 2014 the information relating to the conservation of theenergy technology absorption and foreign exchange earnings and outgo is annexed andforms part of the report as per Annexure B.

16. Contracts or Arrangements with related Parties

Pursuant to section 134 of the Companies Act2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the Particulars of contracts or arrangements entered into by thecompany with related parties have been done at arm's length and are in the ordinary courseof business. Hence no particulars are being provided in FormAOC-2.

17. Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements howeverthere is no transaction during the year.

18.lnternal Controls

The company's internal Control system is commensurate with its size scale andcomplexities of its operations. The Audit committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internal control system and suggestsimprovements to strengthen the same. It also reviews the Internal Audit reports.

19. Change in the nature of business

During the year under review there has been no change in the nature of business of thecompany.

20. Extract of Annual Return

The information required under section 134(3) (a) of the Companies Act 2013(the Act)read together with section 92(3) of the Act regarding extract of the Annual return isgiven in Annexure -C of this report.

21. Corporate Social Responsibility (CSR) Committee-CSR Report

The expenditure on the corporate social responsibility is not applicable on the companysince there are no average profits during the last three preceding years as required forapplicability of CSR

22. Management Discussion and Analysis & Corporate Governance & Policies

Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements)2015. Management discussion and Analysis Corporate Governance Report and Auditorscertificate regarding compliance of conditions of corporate governance are made part ofthe Annual Report as per Annexure D.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI(Listing obligation and disclosures requirement) 2015 has adopted policies such as RelatedParty Transaction Corporate Social Responsibility Policy Whistle Blower and VigilMechanism policy. These policies are available on the website of the company and can beviewed on www.psailpatran.com.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI(Listing obligation and disclosure requirements) 2015 has formed Nomination &Remuneration Committee Corporate Social Responsibility Committee Audit Committee &Stakeholders relationship Committee is given in Annexure D.

23. Whistle Blower/Vigil Mechanism policy

Whistle Blower/Vigil Mechanism policy regulation 22 of the Listing regulations andsubsection (9& 10) of section 177 read with rule 7 of the companies (Meetings of Board& its powers) Rules 2014 interalia providesforall listed companies to establish aWhistle Mechanism called "whistle blower policy" for Directors &employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof the company's code of conduct or ethics policy.

As a conscious & vigilant organization the company believes in the conduct of theaffairs of it constituents in a fair &transparent manner by adopting the higheststandards of professionalism honesty integrity & ethical behavior. In its endeavorto provide its employee a secure & fearless working environment the company hasestablished the 'Whistle Blower policy'.

The Whistle Blower policy and establishment of Vigil Mechanism have been appropriatelycommunicated with in the company. The whistle blower policy is also posted on the websiteof the company. The purpose of the policy is to create a fearless environment for theDirectors & employees to report any instance of unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy. Itprotects Directors & employees wishing raise a concern about serious irregularitieswithin the company. During the year the company has not received any complaint underVigil mechanism/whistle blower policy.

24. Reporting of Frauds

There were no instances of fraud during the year under review which required thestatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofAct and rules framed thereunder.

25. Insurance

The Company has taken adequate Insurance policies for its assets against the possiblerisks like fire flood public liability marine etc.

26. Policy on sexual harassment of women at workplace (Prevention Prohibition andRedressal Act 2013)

Your company is committed in creating & maintaining a secured work environmentwhere is its employees agents vendors & partners can work and pursue businesstogether in an atmosphere free of harassment exploitation & intimidation. To empowerwomen & protect woman against sexual harassment a policy for prevention of sexualharassment had been rolled out & internal complaints committee as per legal guidelineshad been set up. This policy allows employees to report sexual harassment at the workplace. The internal committee is empowered to look into all complaints of sexualharassment & facilitate free & fair enquiry process with cleat timelines.Thepolicy on prevention of sexual harassment is also posted on the website of the company.

During the year ended 31st March 2019 No complaints pertaining to sexual harassementwas received by the company.

27. Employees And Industrial relations

The relation between the management and employees are healthy and cordial. There istransparency in the dealings and on matters relating to the activities of the company andits employees. Disclosure required under section 197 (12) of the Companies Act 2013readwith Rule (1) of Companies (Appointment and Remuneration of managerial Personnel) rules2014 is as under:

Sr.no Information required Input
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year. Please refer Annexure E-l
2. The percentage increase in remuneration of each Director Chief Financial officer Company Secretary or manager if any in the financial year Please refer Annexure E-2
3. The percentage increase in the median remuneration of employees in the financial year. (-) 0.94%
4. The number of permanent employees on the rolls of company 43
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if t here are any exceptional circumstances for increase in the managerial remuneration Average percentile decrease of 0.22 in salaries of managerial personnel: Average percentile increase in salaries of non managerial personnel: The salary decreases are a functions of various factors due to reduction in the staff as a cost cutting measure industry trends economic situation besides company performance. There are no exceptional circumstances for increase in the managerial remuneration.
6 Affirmation that the remuneration is as per the remuneration policy of the company The remuneration paid to the Directors is as per the remuneration policy of the company.
7 Statement showing the name of every employee of the company who- (i) if employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than one crore and two Lakhs rupees. The particulars of employees and related disclosures:
(ii) if employed for the part of financial year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than eight lakhs and fifty thousands rupees per month. NIL
(iii) if employed throughout the financial year was in receipt of remuneration for that year which in the aggregate or as the case may be at a rate in the aggregate is in excess of that drawn by the Managing Director or Whole -time Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Remuneration policy is stated as per Annexure E-3

28. Director's Responsibility Statement

Pursuant to the requirement under section 134 (3) (c) and section 134(5) of theCompanies Act 2013 your Directors hereby report that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable &prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe Profit & Loss of the Company for the said period.

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities

d) The Directors have prepared the Annual Account ongoing concern basis.

e) The Directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

29. Appreciation

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the company and their gratitude to the company's valued customers farmers bankers vendors for their continued support and confidence in the company.

For Piccadily Sugar &Allied Industries Limited

Place : New Delhi Sd/- Madhu Sharma Sd/- DevinderSharma
Date : 29/5/2019 Director Wholetime Director &Chairman
DinNo07149078 Din No 03264719

Annexure -B

Annexure to the Directors Report for the year 2018-19

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS OUTGO INACCORDANCE WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)RULES 1988

(A) CONSERVATION OF ENERGY

-Modification of the processes wherever feasible along with re-engineering of theplants were carried to reduce power & steam consumption.

-Minimize the losses of steam in the production.

-Installation of new motors in place of old motor -use LED Lamps instead of CFL Lamps.

-Old Air compressors replaced with new oil free air compressors of high efficiency.

-steps are being carried out to find out alternate source of energy.

(B) . Technology Absorption

(i) The efforts made towards technology absorption

To improve upon the raw material efficiency and better quality of its productscontinuous up gradation of technology is undertaken.

(ii) Benefits derived as a result of the above.

The simplified and improved processes reduce the cost of production with betterquality.

Environment friendly processes are tried /developed.

(iii) Technology imported during the last 3 years.

The company has not imported any technology and is using well proved indigenoustechnology.

(C) Foreign Exchange Earning and Outgo

Foreign Exchange Earning Nil
Foreign Exchange Outgo Nil

 

For Piccadily Sugar & Allied Industries Limited

Sd/- Sd/-
Place : New Delhi Madhu Sharma Devinder Sharma
Date : 29/5/2019 Director Whole time Director & Chairman
Din No 07149078 Din No 03264719

Annexure E-l

S. No Name of Director Ratio of remuneration to the median remuneration of the employees of the company
1 Sh. Devinder Sharma 4.13
2 Sh. Harvinder Singh Chopra Nil
3 Sh.Jai Parkash Kaushik Nil
4 Ms. Madhu Sharma Nil

Annexure E-2

S. No Name of Director/KMP Ratio of remuneration to the median remuneration of the employees of the company
1 Sh. Sunil Kumar -
2 Sh. Devinder Sharma 4.13

Annexure E-3

Remuneration policy for Directors Key managerial Personnel and other employees

I. Introduction

This policy applies to the Board of Directors Key managerial Personnel and SeniorManagement personnel of Piccadily Sugar &Allied IndustriesLimited."TheCompany"

This policy envisages the framework for nomination remuneration and evaluation ofBoard of Directors Key Managerial Personnel and Senior Management personnel as providedunder provisions of Section 179(3) of Companies Act 2013 including rules thereof andRegulation 19 read along with Schedule II of the SEBI listing Regulations

II Definitions

1. 'Board 'means Board of Directors of the company.

2. "Committee" means Nomination and Remuneration Committee of the company asconstituted or reconstituted by the Board fromtimeto time.

3. "Key managerial Personnel" (KMP) means:

a) Chief Executive officer or Managing Directororthe Manager

b) Whole time Director

c) Chief Financial officer

d) Company Secretary and

e) Such other officers as may be prescribed undertheAct from to time.

4. "Senior management Personnel" (SMP) means personnel of the company who aremembers of the core management team excluding Board of Directors and are one levelbelowthe Executive Directors including "Functional heads"

III Appointment and Removal of Director KMP&SMP

A. Directors 1.

The committee shall consider criteria such as qualifications skills expertise andexperience of the person to be appointed as Director KMP or at a senior management leveland accordingly recommend to the Board his/her appointment.

2. The age of the person to be appointed as a Non executive Director shall not be lessthan 21 years and not more than 75 years. The Committee at its discretion may recommend tothe Board for the continuation of Director for afurther term of appointment who hascompleted 75 years.

The age of the person to be appointed as an Executive Director shall not be less than21 yearsand not more than 75 years

3. The appointment tenure of Director/lndependent Director removal disqualificationof any Director KMP or at a senior Management Level shall be as per provisions andprocedure laid down underthe rules made there underthe Companies Act 2013 Listingregulations orany other enactment for the time being in force.

4. All actions of the committee shall be made as recommendation to the Board of thecompany.

IV Board Diversity

The Board shall have an optimum composition of Directors by comprising expert fromdifferent fields viz finance law management sales marketing engineering researchtechnical operations or any other areas related to the company business.

The board shall ensure that there is a appropriate balance of skills experience andknowledge so as to enable the Board to discharge its functions and duties effectively.

V Remuneration of Director KMP and SMP

The Board of Directors of the company shall decide the remuneration of Executive /Non-Executive Directors on the basis of recommendation of the Committee subject to overalllimits provided under the Companies Act 2013 and rules made there under including anyamendments modifications and re-enactments thereto and in compliance with Listingregulations or any other enactment forthe time being in force.

The remuneration of Directors shall be approved by the shareholders of the company as& when required.

I. Executive Directors.

The Board of Director upon the recommendation of committee may appoint any ExecutiveDirectors finalize/ vary terms & conditions tenure subject to overall limits asprescribed underthe act.

a. Fixed salary

Each Executive Director shall be paid fixed salary consisting of basic salary and suchother allowances and perquisites as may be recommended by the committee and decided by theBoard and performance evaluation of each Executive Director from time to time subject tooverall limits as prescribed undertheAct.

Option 1. The salary may be revised annually. Or

Option 2. The salary shall remain fixed forthe tenure of Executive Directors

b. Commission

The Board may approve payment of commission subject to limits provided under the Act.The eligibility and amount of commission to be paid to each Director shall be recommendedby the committee on the basis of performance evaluation of the Director undertaken by thecommittee and the Board.

c. Non monetary benefits

Executive Directors may be entitled to club membership company vehicle with Driverpetrol reimbursement vehicle maintenance telephone expenses fax internet at residencepayment of mobile phone bills fully furnished accommodation house rent allowance in lieuthereof reimbursement of gas electricity bills reimbursement of medical expense

d. Separation/retirement benefits

Executive Director shall be eligible to the following perquisites which shall beincluded in the computation of the ceiling on remuneration provided in the Act:

(a) Contribution to Provident Fund superannuation fund or annuity fund 1961 or anyamendment thereof to the extent these are either singly orputtogetherare not taxableunderthe IncometaxAct

(b) Gratuity payable at a rate not exceeding one month's salary for each completed yearservice and

(c) Encashment of Leave at the end of tenure.

In case of Loss or inadequacy of profits the aforesaid perquisites shall not beincluded in computation of the ceiling on remuneration provided in the Act.

II. Non-Executive Directors:

The Company shall issue a letter of appointment to every Non-Executive IndependentDirector.

The components of payment of remuneration to Non-Executive Directors shall include:

a. Sitting fees:

Sitting fees may be paid for Board Meetings and any Committee Meetings attended by theDirector. Different amount of sitting fees may be paid for different types of meetingswithin limits as prescribed under the Act.

Committee shall include Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee Corporate Social Responsibility Committee or suchCommittees as may be constituted by the Board from time to time.

b. Commission:

The Board may approve payment of commission subject to the limits provided in the Act.The eligibility and the amount of commission to be paid to each Director shall berecommended by the Committee on the basis of annual performance evaluation of theDirector.

c. Professional fees:

Directors may be paid fees for services of professional nature if in the opinion ofCommittee the Director possesses the requisite qualification for the practice of theprofession. Such professional fees shall not be considered as remuneration forthe purposeof Act.

B) Key Managerial Personnel and Senior Management Personnel

The Company shall issue an appointment letterto every KMP and SMP.

The remuneration components payableto KMP/SMP may be:

a) Fixed Salary:

Each KMP/SMP shall Be Paid Fixed Salary consisting of basic salary and such allowancesand perquisites as per service rules of the Company. The band of the salary shall bedetermined according to the industry standards market conditions scale of Company'sbusiness relating to the position educational parameters and experience in the industryas detailed in the service rules of the Company and such otherfactors as may be prescribedtherein.

The same shall be reviewed annually based on the Company's annual appraisal policy.

b. Variable pay:

Aportion of the overall salary may be paid as variable pay to every KMP/SMP. This shallbe as perthe Performance Linked Pay Scheme of the Company which is designed to bringabout increase in overall organizational effectiveness through alignment of CompanyFunctional and Individual objectives.

c. Perquisites/Other Benefits:

Perquisite /Other Benefits are benchmarked with Industry practices from time to timekeeping an overall salary structure in mind. These may include petrol reimbursementvehicle maintenance telephone reimbursement of mobile phone bills leave travelassistance and reimbursement of medical expenditure for self and family and such otherbenefits as per Company Policy. KMP/SMP may be entitled to personal accident insurancegroup accident insurance coverage medical insurance coverage term insurance and suchother benefits as per Company policy.

d. Annual Pay Revision /Promotion Evaluation of KMP/SMP shall be based on appraisalagainst stated Objectives/goals of the individual which in turn shall be aligned to theFunctional and Enterprise Score Card. Key Result Areas (KRAs) are set at the beginning ofthe year in consultation with the Executive Director.

Pay revisions / promotions will be achievement oriented and will also have reference toindustry benchmarks where appropriate.

e. Separation/Retirement Benefits:

Separation /retirement benefits as per Company policy which shall include contributionto provident fund superannuation gratuity and leave encashment.

C) Directors and Officers Liability Insurance:

The Company will take Directors and Officers Liability Insurance or such insurance oflike nature for indemnifying any of the Director KMP and SMP against any liability inrespect of any negligence default misfeasance breach of duty or trust for which theymay be guilty in relation to the Company. The premium paid on such insurance shall not betreated as part of remuneration payable to Managing Director Whole time Director ChiefExecutive Officer Chief Financial Officer or Company Secretary Provided that if any suchperson is proved to be guilty the premium paid shall be treated as part of theremuneration.

D) Stock Options:

The Committee may recommend issue of stock options to Directors (other than IndependentDirectors and Promoter Directors)KMP/SMPwhich may be granted by the Board subject to thecompliance of the provisions of applicable laws.

VI. Criteria forevaluation of Board

The evaluation of Board shall be carried out annually as per the provisions of theCompanies Act 2013 rules thereof and the Listing Regulations. Performance evaluation ofeach Director will be based on the criteria as laid down from time to time by theNomination and Remuneration Committee.

Criteria for performance evaluation shall include aspects such as attendance for themeetings participation and independence during the meetings interaction withmanagement role and accountability knowledge and proficiency and any otherfactoras maybe decided by the Nomination and Remuneration Committee.

Further performance evaluation of an Executive Director will also be based on businessachievements of the Company.

VII. Amendment Based on the recommendation ofthe Committee the Board reserves itsright to amend or modify this Policy in whole or in part at anytime when it deemsappropriate in accordance with any amendment to the applicable provisions of theCompanies Act2013 including rules thereof and the Listing Regulations.

.