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Prozone Intu Properties Ltd.

BSE: 534675 Sector: Infrastructure
NSE: PROZONINTU ISIN Code: INE195N01013
BSE 00:00 | 22 Mar 29.95 -0.80
(-2.60%)
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30.80

HIGH

30.80

LOW

29.80

NSE 00:00 | 22 Mar 30.05 -0.70
(-2.28%)
OPEN

31.05

HIGH

31.15

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29.90

OPEN 30.80
PREVIOUS CLOSE 30.75
VOLUME 17574
52-Week high 55.10
52-Week low 25.55
P/E 272.27
Mkt Cap.(Rs cr) 457
Buy Price 29.95
Buy Qty 33.00
Sell Price 30.10
Sell Qty 90.00
OPEN 30.80
CLOSE 30.75
VOLUME 17574
52-Week high 55.10
52-Week low 25.55
P/E 272.27
Mkt Cap.(Rs cr) 457
Buy Price 29.95
Buy Qty 33.00
Sell Price 30.10
Sell Qty 90.00

Prozone Intu Properties Ltd. (PROZONINTU) - Director Report

Company director report

To the Members

Prozone Intu Properties Limited

Your Directors are delighted to present their 11th Annual Report on thebusiness and operations of your Company for the year ended March 31 2018.

FINANCIAL RESULTS & OPERATIONS

RS in Lakhs

Standalone

Consolidated

Particulars

31.03.2018

31.03.2017

31.03.2018

31.03.2017

Income from Operations

678.24

717.55

9614.64

6317.04

Add: Other Income

845.29

1031.23

1156.81

1075.20

Total Income

1523.53

1748.78

10771.45

7392.24

Less: Total Expenditure

1064.83

1773.83

11255.78

7975.05

Profit/ (loss) before Tax

458.70

(25.05)

(484.33)

(582.81)

Less: Tax expenses/ (Credit)

231.89

(129.54)

232.69

(706.25)

Profit/ (loss) after Tax

226.81

104.49

(717.02)

123.44

Add: Share of Profit of Joint Venture

-

-

16.50

37.46

Less: Minority Interest

-

-

(279.01)

693.13

Profit/ (loss) after Tax and minority interest

226.81

104.49

(421.51)

532.23

STATE OF COMPANY'S AFFAIRS / FINANCIAL PERFORMANCE

Standalone

The Company's gross (total) income for the financial year ended 31stMarch 2018 has lessened to RS 1523.53 lakhs as against RS 1748.78 lakhs during theprevious year however there were asymmetrical growth in profit before tax to RS 458.70lakhs against loss of RS 25.05 lakhs during previous year and the profit after tax wasincreased to

RS 226.81 lakhs as compared to RS 104.49 lakhs in the previous year.

Consolidated

The Company's gross (total) income for the financial year ended 31stMarch 2018 surged to RS 10771.45 lakhs from RS 7392.24 lakhs during the previous yearhowever the Company was able to streamline its loss before tax to RS 484.33 lakhs from RS582.81 lakhs as recorded during previous year. The loss after tax & minority interestof the reporting year stood at RS 421.51 lakhs against profit RS 532.23 lakhs reported inprevious year.

DIVIDEND

Considering the current financial position your Directors decided notto propose dividend for the year ended March 31 2018 thus there is no appropriation ofany amount to General Reserve during the year under review.

LISTING

The equity shares of the Company are listed on The BSE Limited (BSE)and The National Stock Exchange of India Ltd. (NSE) and the listing fees for the year2018-19 have been paid.

SHARE CAPITAL

The paid-up equity share capital of your company stood at

RS 3052.06 lakhs Crores consisting of 152602883 equity shares of

RS 2/- each fully paid-up. During the year under review the Companyhas not issued shares with differential voting rights nor has granted any stock options orsweat equity. As on 31st March 2018 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has 11 subsidiaries as on 31st March 2018 including 6step-down subsidiaries and 2 Joint Venture Companies.

Direct Subsidiaries:

1. Alliance Mall Developers Co. Private Limited

2. Kruti Multitrade Private Limited

3. Royal Mall Private Limited

4. Prozone Developers & Realtors Private Limited

5. Prozone Liberty International Limited Singapore (Foreignsusbsidiary)

Step-down subsidiaries:

6. Empire Mall Private Limited

7. Hagwood Commercial Developers Private Limited

8. Omni Infrastructure Private Limited

9. Prozone Intu Developers Private Limited

Associate Companies (Joint Venture)

1. Moontown Trading Company Private Limited

2. Emerald Buildhome Private Limited

During the financial year two foreign subsidiaries at SingaporeProzone International Coimbatore Limited. and Prozone Overseas Pte Ltd were struck off byAccounting and Corporate Regulatory Authority (ACRA) on application made by the Companyw.e.f. 07th August 2017.

The Board of Directors (‘the Board') regularly reviews the affairsof the subsidiary/joint venture/associate companies. A statement containing the salientfeatures of the financials statement of subsidiary/joint venture/associate companiespursuant to the provision of section 129 (3) of the Companies Act 2013 read with rule 8(1)of the Companies Accounts Rules 2014 is provided in format AOC-1 to the consolidatedfinancial statement and therefore not repeated to avoid duplication.

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and financial statements of each of its subsidiaries are madeavailable on our website www.prozoneintu.com in due course. These documents will also beavailable for inspection during business hours at the registered office of the Company

The copies of accounts of subsidiaries companies can be sought by themember of the company by making a written request address to the Company Secretary at theregistered office of the company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India (SEBI). The Company has also implemented several bestgovernance practices. The report on Corporate Governance as stipulated under the ListingRegulations forms an integral part of this Report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations performance and future outlook of theCompany and its business as stipulated under Reg. 34 of the SEBI (LODR) Regulations2015 is presented in a separate section forming part of Annual Report under the head‘Management Discussion and Analysis'.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detention of fraud error reportingmechanisms the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and company's operations infuture during the year under review.

PUBLIC DEPOSITS

During the year under review the Company has neither invited noraccepted the deposit from public within the meaning of Section 73 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014 amended from time totime.

DIRECTORSANDKEYMANAGERIALPERSONNEL

y Resignation subsequent re-appointment and retirement by rotation

During the year Mr. Rajiv Singh Non Executive Independent Director ofthe Company has resigned from the Board with effect from 24th April 2017. The Board placeson record its sincere appreciation for the valuable service rendered by Mr. Rajiv Singhduring his entire tenure.

During the year Mr. Nikhil Chaturvedi and Mr. Salil ChaturvediManaging Director and Dy. Managing Director of the Company respectively were re-appointedas Managing Director and Dy. Managing Director of the Company for a further term of 3years w.e.f. 27th February 2017 in the last Annual General Meeting held on 28thSeptember 2017

Pursuant to the provisions of section 152 of the Companies Act 2013the office of Mr. Salil Chaturvedi (DIN: 00004768) is liable to retire by rotation at theensuing Annual General Meeting and being eligible has offered himself forre-appointment. Accordingly the proposal of his reappointment has been included in theNotice convening the Annual General Meeting of the Company

The first term of office of Mr. Punit Goenka (DIN : 00031263) asIndependent Director will expire on 31st March 2019. The Board recommends hisre-appointment for a second term of five consecutive years i.e. upto 31st March 2024 forthe approval of members of the Company.

A brief resume along details about Mr. Salil Chaturvedi and Mr. PunitGoenka as per the requirements of Reg. 36(3) of the SEBI (LODR) Regulations 2015 aregiven in the section of notice of AGM forming part of the Annual Report.

y Appointment and Remuneration of Directors

The appointment and remuneration of Directors is governed by theRemuneration Policy of the Company which also contains the criteria for determiningqualifications positive attributes and independence of Directors. The Policy aims atattracting and retaining high caliber personnel from diverse educational fields and withvaried experience to serve on the Board for guiding the Management team to enhancedorganizational performance.

y Declaration by Independent Directors

The Company has received necessary declarations from all IndependentDirectors pursuant to the requirement of section 149(7) of the Companies Act 2013 thatthey fulfill the criteria of independence laid down in section 149(6) read with ScheduleIV to Companies Act 2013 and Reg. 16 (1) (b) of the SEBI (LODR) Regulations 2015.

y Annual Familiarization Programme

The details of programmes for familiarization of Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the website of the Company at the link: http://www.prozoneintu.com/files/upload/ Familiarisaion-Programme-for-IDs.pdf

y Key Managerial Personnel

There has been no change in Key Managerial Personnel during thefinancial year 2017-18. As on 31st March 2018 the following are the Key ManagerialPersonnel of the Company;

Name Designation
Mr. Salil Chaturvedi Dy. Managing Director
Mr. Anurag Garg Chief Financial Officer
Mr. Ajayendra P. Jain Company Secretary and Chief
Compliance Officer

y Board Evaluation

Pursuant to the Companies Act 2013 a formal annual evaluation needs tobe conducted by the Board of its own performance and that of its committees and individualdirectors. Schedule IV to the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated.

The Broad based on evaluation criteria recommended by the‘Nomination and Remuneration Committee' and ‘Code for Independent Directors' andpursuant to applicable regulations of Chapter II and Chapter IV read with schedule IV toSEBI (LODR) Regulations 2015 evaluated the performance of Board members.

The Board after due discussion and taking into consideration of thevarious aspects such as performance of specific duties obligations Board's functioningcomposition of the Board and its Committees and governance expressed their satisfactionwith the evaluation process and performance of the Board.

y Remuneration Policy

The Remuneration Policy of the Company is designed to attractmotivate improve productivity and retain manpower by creating a congenial workenvironment encouraging initiatives personal growth and team work and inculcating asense of belonging and involvement besides offering appropriate remuneration packages andsuperannuation benefits. This Remuneration Policy applies to Directors Senior ManagementPersonnel including its Key Managerial Personnel (KMP) of the Company is attached to thisreport as ‘Annexure 1'.

Secretarial Standards

The Directors states that applicable Secretarial Standards i.e. SS-1and SS-2 relating to ‘Meeting of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that: a. in the preparation of the annualaccounts for the year ended March 31 2018 the applicable accounting standards read withrequirements set out under Schedule III to the Act have been followed along with properexplanation relating to material departures if any; b. the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2018 and of the profit of the Company for the year ended onthat date; c. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d. the Directors have prepared the annual accounts on a ‘going concern' basis; e. theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and f.the Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

AUDITORS

Statutory Auditors

The members of the Company in their Annual General Meeting held onSeptember 28 2017 appointed M/s B S R & Co LLP Chartered Accountants as StatutoryAuditor of the Company for the period of five financial years from 2017-2018 to 2021-2022.In the term of first proviso to section 139 of the Companies Act 2013 subject torati_cation at every subsequent AGM.

However the Ministry of Corporate Affairs vide its notification S.O.1833(E) dated 7th May 2018 notified the amendment in section 139 of the Companies Act2013 pursuant to which the appointment of Statutory Auditors is not required to berati_ed by the members every year during the tenure of Statutory Auditors once approved bythe members in their Annual General Meeting.

However as a good governance the Auditors have confirmed theireligibility and independence for the financial year 2018-19

The observations and comments given by the Auditors in their reportread together with notes to Accounts are self explanatory and hence do not require anyfurther comments under section 134 (3) (f ) of the Companies Act 2013.

Secretarial Auditor

Pursuant to Section 204 of Companies Act 2013 the Board of Directorshad appointed M/s. HS Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Auditor's Report is attached tothis report as Annexure 2'. The Secretarial Audit Report is selfexplanatory and thus does not require any further comments.

Internal Auditor

Pursuant to Section 138 of Companies Act 2013 and as recommended byAudit Committee the Board of Directors has appointed M/s K.M. Tulsian & Associates(Firm Registration No. 111075W) Chartered Accountants Mumbai to undertake the InternalAudit of the Company including performing internal audit of the activities of theCompany's subsidiary.

DEMATERIALIZATION OF SHARES:

Break up of shares in physical and demat form as on 31st March 2018

Particulars

No. of Shares

% of Shares

Physical segment

64142

0.04%

Demat segment

152538741

99.96%

NSDL

88915053

58.27%

CDSL

63623688

41.69%

Physical

64142

0.04%

Total

152602883

100.00%

The Securities and Exchange board of India (SEBI) at its Board Meetingheld on 28th March 2018 revised the provisions relating to transfer of listed securitiesand decided that request for effecting transfer of listed securities shall not beprocessed unless the securities are held in the dematerialized from with a depositoryparticipant. The said measure of SEBI is aimed at curbing fraud and manipulation risk inphysical transfer of securities by unscrupulous entities. Transfer of securities only indemat form will improve ease convenience and safety of transactions for investors. Theeffective date of such amendment is yet to be notified.

Shareholders who continue to hold shares in physical form are advisedto dematerialise their shares at the earliest. For any clarifications assistance orinformation relating to dematerialization of shares the Company's RTA may be contacted.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has been employing women employees in various cadres withinits corporate office and in branch offices. The Company has in place a policy againstSexual Harassment in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committeesis set up to redress complaints if received and are monitored on regular basis.

During the year under review Company did not receive any complaintregarding sexual harassment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information under Section 134 (3) (m) of the Companies Act 2013read with Rule 8 (3) of the Companies (Accounts) Rules 2014 for the year ended March 312018 is given below and forms part of the Directors' Report

A. Conservation of Energy i) The steps taken or impact onconservation of energy: Nil ii) The steps taken by the Company for utilizing alternatesources of energy: Nil iii) The capital investment on energy conservation equipments: Nil

Your Company is not engaged in manufacturing activity and thus itsoperations are not energy intensive. However adequate measures are always taken to ensureoptimum utilisation and maximum possible saving of energy.

B. Technology Absorption i) The efforts made towards technologyabsorption : Nil ii) The benefits derived like product improvement cost reductionproduct development or import substitution : Nil iii) in case of imported technology(imported during the last three years reckoned from the beginning of the Financial Year):Not Applicable (a) Details of Technology Imported; (b) Year of Import; (c) Whether theTechnology has been fully absorbed; (d) if not fully absorbed areas where absorption hasnot taken place and the reasons thereof.

(iv) Your Company has not incurred any expenditure on Research andDevelopment during the year under review.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: RS Nil lakhs Foreign Exchange Outgo: RS12.76 lakhs

The above doesn't not include foreign exchange gain or loss arise dueto change in foreign exchange rate.

DISCLOSURES UNDER COMPANIES ACT 2013

y Extract of Annual Return:

In accordance with section 134(3) of the Companies Act 2013 an extractof the annual return in the prescribed format is appended as ‘Annexure 3' tothe Boards' Report.

y Number of meetings of the Board:

The Board met five times during the financial year the details ofwhich are given in the Corporate Governance Report that forms part of this Annual Report.The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

y Committees of the Board:

The Board has established committees as per the requirement ofCompanies Act 2013 and SEBI (LODR) Regulations 2015 including Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee and CorporateSocial Responsibility Committee.

A detailed note on the Board and its committees is provided under theCorporate Governance Report section in this Annual Report. The composition of theCommittees as on 31st March 2018 as per the applicable provisions of the Act Rules andSEBI (LODR) Regulations 2015 are as under:

Chairman of the Audit Committee in exceptional cases. The AuditCommittee of your Company oversees the Vigil Mechanism on regular basis.

Your Company hereby afirms that no director/ employee have been deniedaccess to the Chairman of Audit Committee and that no complaints were received during thequarter.

The policy on Vigil Mechanism may be accessed on Company's website atthe following link: http://www. prozoneintu.com/investor/policies

y Particulars of loans guarantees and investments:

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014amended from time to time are form part of the notes to the financial statements providedin this Annual Report.

y Particulars of contracts or arrangements entered into with relatedparties:

The particulars of contracts or arrangements made with related partiesreferred to in section 188(1) of the Companies Act 2013 in the prescribed form AOC-2is appended as ‘Annexure 4 ' to the Boards' Report.

y Particulars of employees:

Details in terms of the provisions of Section 197 of the Companies Act2013 read with Rule 5(2) of the Companies

Committee Name Composition of the Committee
Ms. Deepa Misra Harris Chairperson
Audit Committee Mr. Punit Goenka Member
Mr. Salil Chaturvedi Member
Ms. Deepa Misra Harris Chairperson w.e.f. 22nd August 2017
Mr. Punit Goenka Member
Nomination & Remuneration Committee
Mr. David Fischel Member
Mr. Rajiv Singh Chairperson (Upto 24th April 2017)
Ms. Deepa Misra Harris Chairperson w.e.f. 22nd August 2017
Mr. Punit Goenka Member
Stakeholders Relationship Committee Mr. Nikhil Chaturvedi Member
Mr. Salil Chaturvedi Member
Mr. Rajiv Singh Chairperson (Upto 24th April 2017)
Mr. Nikhil Chaturvedi Chairperson
Ms. Deepa Misra Harris Member
Corporate Social Responsibility Committee
Mr. Salil Chaturvedi Member
Mr. Rajiv Singh Member (Upto 24th April 2017)

y Vigil Mechanism/ Whistle Blower Policy:

Your Company has established a Vigil Mechanism and implemented WhistleBlower Policy the mechanism to provide adequate safeguards against victimisation ofdirector(s)/employee(s) who use mechanism to report genuine issues and also provide directaccess to the

(Appointment and Remuneration) Rules 2014 the names and otherparticulars of the employee is appended as ‘Annexure 5 ' to the Boards' Report

The ratio of remuneration of each Director to the median employee'sremuneration and other details in terms of

Section 197(12) of the Companies Act 2013 read along with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as ‘Annexure 6' and forms part of this Report.

y Transfer to Reserves:

During the year Company was not required to transfer any amount toreserve.

y Material changes and commitments:

No material changes and commitments affecting the financial position ofyour Company have occurred between 31st March 2018 and the date of the report.

y Corporate Social Responsibility:

The CSR Policy of the Company and the details about the development ofCSR Policy and initiatives taken by the Company on Corporate Social Responsibility duringthe year as per the Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 have been appended as ‘Annexure 7' attached to this report. TheCSR committee through its circular resolution passed on 24th November 2017 met once duringthe financial year 2017-18 the details of which are given in the Corporate GovernanceReport that forms part of this Annual Report.

REMOTE E-VOTING FACILITY TO MEMBERS:

In compliance with provisions of Section 108 of the Companies Act 2013and Rule 20 of the Companies (Management and Administration) Rules 2014 and Reg. 44 ofSEBI (LODR) Regulations 2015 the Company is pleased to provide members the facility toexercise their right to vote at the 11th Annual General Meeting (AGM) by electronic meansand the business may be transacted through remote E-Voting Services provided by CentralDepository Securities (India) Limited (CDSL).

ELECTRONIC FILING:

The Company periodically uploads the Annual Reports Financial ResultsShareholding Pattern Corporate Governance Reports and others reports and intimationsfiled with Stock Exchanges etc. and other information on its website viz.www.prozoneintu.com.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSEACCOUNT:

Pursuant to SEBI (LODR) Regulations 2015 the details of the shareslying with the Company in Unclaimed Suspense Account as on March 31 2018 are as under:

Description

No. of Shareholders

No. of Shares

1 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;

17

3400

2 Number of shareholders who approached listed entity for transfer of shares from suspense account during the year;

0

0

3 Number of shareholders to whom shares were transferred from suspense account during the year

0

0

4 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year

17

3400

During the financial year Company has not declared any corporatebenefit on above shares however corporate benefits if any accrued on above numberedunclaimed shares will be credited to the same account and the voting rights on theseshares shall remain frozen till the rightful owner of such shares claims the shares

APPRECIATION:

Your Directors take this opportunity to express their gratitude andsincere appreciation for the dedicated efforts of all the employees of the Company. YourDirectors are also thankful to the esteemed share holders for their support and confidencereposed in the Company and to the Stock Exchanges Government Authorities BanksSolicitors Consultants and other business partners.

For and on behalf of Board of Director

Sd/-

Sd/-

Nikhil Chaturvedi

Salil Chaturvedi

Managing Director

Dy. Managing Director

DIN: 00004983

DIN: 00004768

Date: 29th May 2018 Place: Mumbai

ANNEXURE 1: Remuneration Policy

Preamble

The Remuneration Policy of Prozone Intu Properties Limited (the"Company") is designed to attract motivate improve productivity and retainmanpower by creating a congenial work environment encouraging initiatives personalgrowth and team work and inculcating a sense of belonging and involvement besidesoffering appropriate remuneration packages and superannuation benefits. The policyreflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders.

This Remuneration Policy applies to directors senior managementpersonnel including its Key Managerial Personnel (KMP) of the Company.

Principles governing the remuneration decisions

1. Support for strategic objective: Remuneration and rewardframeworks and decisions shall be developed in a manner that is consistent with supportsand reinforces the achievement of the Company's vision and strategy.

2. Transparency: The process of remuneration managementshall be transparent conducted in good faith and in accordance with appropriate levels ofconfidentiality.

3. Flexibility: Remuneration and rewards offerings shall besufficiently flexible to meet both the needs of individuals and those of the Companywhilst complying with relevant tax and other obligations.

4. Internal equity: The Company shall remunerate the Boardmembers and the executives in terms of their roles within the organization. Positionsshall be formally evaluated to determine their relative weight in relation to otherpositions within the Company.

5. External equity: the company shall endeavor to payequitable remuneration capable of attracting and retaining high quality personnel.Therefore the Company will remain logically mindful of the ongoing need to attract andretain high quality personnel and the influence of external remuneration pressures.

6. A_ordability and sustainability: the Company shall ensurethat remuneration of a_ordable on a sustainable basis.

Procedure for selection and appointment

1. Criteria for Board Members:

The Nomination and Remuneration Committee ("the Committee') alongwith the Board will review of a annual basis appropriate skills characteristics andexperience required by the Board as a whole and its individual member. The objective is tohave a Board with diverse background and experience in business government academicstechnology and in areas that are relevant for the company's operations.

In evaluating the sustainability of individual Board Members thecommittees takes into account many factors including general understanding of theCompany's business social perspective educational and professional background andpersonal achievements.

The Committee evaluates each individual with the objective of having agroup that best enables the success of the Company's business. The Committee shall alsoidentify suitable candidates in the event of a vacancy being created on the Board onaccount of retirement resignation or demise of an existing Board Member. Based on therecommendations of the Committee the Board shall evaluate the candidates and decides onthe selection the appropriate member.

Criteria for evaluation of performance of Independent Directors:

1. Knowledge and skills in accounting and finance business judgementgeneral management practices crisis response and management industry knowledgestrategic planning etc.

2. Personal characteristics matching the Company's values such asintegrity accountability financial literacy and high performance standards

3. Commitment to attend a minimum of 75% of meetings which will includethe attendance through audio/video conferencing.

4. Ability and willingness to represent the Stakeholders' long andshort term interests

5. Awareness of the Company's responsibilities to its customersemployees suppliers regulatory bodies and the communities in which it operates

6. Responsibility towards following objectives being an IndependentDirector i. Maintenance of independence and abstain himself from availing of benefitsdirectly or indirectly from the Company ii. Responsibilities of the Board as outlined inthe Corporate Governance requirements prescribed under Clause 49 of the Listing Agreementiii. Accountability under the Directors' Responsibility Statement iv. Overseeing themaintenance of Corporate Governance standards of the Company and ethical conduct ofbusiness

2. Criteria for other executives: a. The Committee shall activelyliaise with the relevant departments of the company to understand the requirement ofmanagement personnel and produce a written document thereon. b. The Committee may conducta wide ranging search for candidates for the positions of employees. c. The professionalacademic qualifications professional titles detailed work experience and allconcurrently held positions of the candidates shall be complied as written documents. d.The committee may examine the qualifications of the candidates on the basis of theconditions for appointment of the employees. e. The Committee may carry out other followup tasks based on the decisions and feedback from the Board of Directors if any.

Compensation structure a. Compensation to non-executive directorsincluding Independent Directors

The non-executive directors shall be eligible for remuneration by wayof payment of sitting fees only for attending the meetings of the Board of Directors andits committees. The amount of sitting shall be decided by the Board of Directors of theCompany subject to the revisions from time to time within maximum permissible limitprescribed under the respective provisions of the Companies Act 2013. Taking into accountthe financial positions of the Company the Board of Directors shall be entitled to decidewhether to reduce or waive the payment of sitting for a meeting or for a period specificor permanently until otherwise decided by the Board.

Besides sitting fees non-executive directors shall also be entitled toreimbursement of expenses incurred by them for attending the meeting of Board of Directorsand its committees.

All compensation apart from sitting fees and reimbursement of expensesas stated above if recommended by the Committee shall be fixed by the Board of Directorsand shall require previous approval of the shareholders in general meeting subject to themaximum limit and other compliances as prescribed under the Companies Act 2013 and rulesmade there under.

The special resolution shall specify the limits for the maximum numbersof stock options that can be granted to non-executive directors in any financial year andin aggregate. However the independent directors shall not be entitled for any stock optionb. Compensation to executive directors key managerial personnel and senior managementpersonnel

The remuneration determined for managing directors whole-timedirectors and key management personnel are subjected to the approval of Board of Directorsin due compliance with the provisions of the Companies Act 2013. The remuneration of theKMP and SMP after the appointment shall be informed to the Board of Directors andsubsequent increment shall be decided by the Managing Director of the Company as per theHR policy of the Company. The executive directors shall not be eligible for payment of anysitting fees.

The Company shall formulate a credible and transparent framework indetermining and accounting for the remuneration of the MD/ WTD/ KMPs and SMPs. Theirremuneration shall be governed by the external competitive environment track recordpotential individual performance and performance of the Company as well as industrystandards.

Disclosure of information

Information on the total remuneration of members of the Company's Boardof Directors Whole Time Directors and KMP/ senior management personnel may be disclosedin the Company's annual financial statements as per statutory requirements.

Application and amendment to the policy

This Remuneration Policy shall continue to guide all future employmentof Directors Company's Senior Management including Key Managerial Personnel and otheremployees.

The Board of Directors as per the recommendations of the Committee canamend this Policy as and when deemed fit. Any or all provisions of this Policy would besubject to revision / amendment in accordance with the rules regulations notificationsetc. on the subject as may be issued by relevant statutory authorities from time to time.

In case of any amendment(s) clarification(s) circular(s) etc. issuedby the relevant authorities not being consistent with the provisions laid down under thisPolicy then such amendment(s) clarification(s) circular(s) etc. shall prevail upon theprovisions hereunder and this Policy shall stand amended accordingly from the effectivedate as laid down under such amendment(s) clarification(s) circular(s) etc.

Dissemination

The Company's Remuneration Policy shall be published on its website.