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Syschem (India) Ltd.

BSE: 531173 Sector: Health care
NSE: N.A. ISIN Code: INE121D01036
BSE 00:00 | 17 Feb 8.46 -0.24
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NSE 05:30 | 01 Jan Syschem (India) Ltd
OPEN 8.55
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VOLUME 20534
52-Week high 10.25
52-Week low 5.51
P/E
Mkt Cap.(Rs cr) 16
Buy Price 8.32
Buy Qty 3.00
Sell Price 8.99
Sell Qty 500.00
OPEN 8.55
CLOSE 8.70
VOLUME 20534
52-Week high 10.25
52-Week low 5.51
P/E
Mkt Cap.(Rs cr) 16
Buy Price 8.32
Buy Qty 3.00
Sell Price 8.99
Sell Qty 500.00

Syschem (India) Ltd. (SYSCHEMINDIA) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting before you the 25th Annual Reporttogether with the Audited Accounts of the Company for the year ended 31stMarch 2018.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review are summarized for yourconsideration:

Particulars 2017-2018 2016-2017
(Amount in Lacs) (Amount in Lacs)
Gross Income 7656.37 1353.75
Expenses 7577.75 1567.63
Profit Before Interest and Depreciation 78.62 (213.88)
Interest 12.48 3.34
Depreciation 208.38 205.37
Exceptional Item (18.48) -
Net Profit/ (Loss) Before Tax 60.14 (213.88)
Provision for Tax - -
Deferred Tax (26.42) 65.42
Net Profit/ (Loss) After Tax 33.72 (148.46)

STATE OF COMPANY'S AFFAIRS / BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ HIGHLIGHTS / OPERATIONS

The Company has changed its product line from Chemical manufacturing to PharmaceuticalIndustry during the Financial Year under review. As a result of that the turnover of thecompany has increased from 1353.75 Lacs to 7656.37 Lacs resulting in increase in income by465.56 % over the previous year. The Company has also earned a Net Profit of 33.72 lacs.The management is optimistic about the future growth of the Company.

DIVIDEND :-

Your Directors have not recommended any dividend in the current financial year.

GENERAL RESERVE:

The Company has not transferred any amount to any reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply to the Companyas there were no amounts due to be transferred to the fund during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Ms Neena Batra (DIN 07846399) Director of the Company retireby rotation in the ensuing Annual General Meeting and being eligible offer herself forre-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet thecriteria of Independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 25 of SEBI (LODR) Regulations.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Name Designation
Mr. Ranjan Jain Managing Director
Mr. Suninder Veer Singh Joint Managing Director
Ms. Amarjeet Kaur Company Secretary
Mr. Naresh Batra Chief Financial Officer

SHARE CAPITAL

During the year under review the Company has issued 300000 Equity Shares and 3739600Zero Coupon Convertible Warrants on preferential basis to the promoters and non-promotersof the Company. The Company has received listing approval for the allotment of 300000Equity Shares thereby increasing the subscribed share capital to 16210400 shares of Rs.10/- each. The Company also increased its Authorised Share Capital to Rs. 25 Crores in itsExtra-Ordinary General Meeting held on 17/07/2017.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There is no event occurred subsequent to the date of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Company has changed its product line from Chemical manufacturing to PharmaceuticalIndustry during the Financial Year under review.

LISTING WITH BSE LIMITED

The Equity Shares of the Company are listed at BSE Limited and are being regularlytraded on the Main Board of Exchange.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

INSIDER TRADING

The Board of Directors has adopted The Code Of Conduct For Prevention Of InsiderTrading in accordance with the requirements of the SEBI (Prohibition of Insider Trading)Regulations 2015. The Insider trading policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Listing Regulations 2015 Report on Corporate Governance is annexedherewith and forms a part of this Annual Report. A Certificate from Mr. Kanwaljit Singh apracticing Company Secretary confirming compliance with the conditions of CorporateGovernance is also annexed with the Annual Report

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors Key Management Personnel and other employees is attached asAnnexure D-2 which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review as stipulatedunder Part B of Schedule V to the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section asAnnexure D-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:-

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the CompaniesAct 2013 the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard. The details under Section 197 (12) of the Companies Act 2013read with Rules 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given as Annexure D-4.

NUMBER OF MEETINGS OF BOARD

During the year 2017-18 09 (Nine) Board Meetings were held and 1 (One) IndependentDirectors meeting was held on 29.01.2018 as required under Schedule IV of Companies Act2013 and as per Listing Regulations 2015. The dates on which the Board Meetings were heldare 29.05.2017 16.06.2017 19.06.2017 20.07.2017 08.08.2017 12.08.2017 30.08.201714.11.2017 and 29.01.2018.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors. Accordingly following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards Statutory compliances monitoring of controls and CorporateGovernance

The Independent Directors had met separately on 29.01.2018 without the presence ofNon-Independent Directors and the members of management and discussed inter-alia theperformance of non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of Executive andNon-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector`s performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpress their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s Vinod Sumitra & Co. Chartered Accountants Chandigarh was appointed asStatutory Auditors of the Company in the last Annual General Meeting to hold office tillthe conclusion of Annual General Meeting to be held in the year 2022. Their reappointmentis subject to ratification at every Annual General Meeting. Hence it is proposed to ratifytheir appointment from the conclusion of this Annual General Meeting till the conclusionof the next Annual General Meeting.

There are some qualifications or observations marked by the auditors in the Auditors'Report regarding the Company has not paid the statutory dues. The Company is taking stepsto clear all the dues shortly.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Anil Negi (M. No. 46547) a Company Secretary in practice having CP No. 17213 wasappointed as Secretarial Auditor of the Company for the Financial Year 2017-18 pursuant toSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by him inthe prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are qualifications or observations or other remarks by the Secretarial Auditorsin the Report issued. The Company will soon file all the pending returns and take steps toupdate the site.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by Auditors under sub-section (12) of section 143including those which are reportable to the Central Government.

DISCLOSURE ABOUT COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors at their meetingdated 31.08.2018 appointed M/s. C.L. Bansal & Associates Cost Accountants as theCost Auditors of the Company for the financial year 2018-2019. The remuneration proposedto be paid to the Cost Auditor subject to the ratification by the members at the ensuingAGM would not be exceeding Rs. 60000/- (Rupees Sixty thousand only) plus out of pocketexpenses if any.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidation of financial statement In terms of Rule 6 of Companies (Accounts) Rules2014 are not applicable as Company does not have any subsidiary or associates.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act the Company has awell placed proper and adequate internal financial control system commensurate with thesize scale and complexity of its operations.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. During the year as per the requirements ofListing Agreement with the Stock Exchanges a Risk Management Committee was constituted bythe Board of Directors with responsibility of preparation of Risk Management Policyreviewing and monitoring the same on regular basis to identify and review critical riskson regular basis The risks faced by the Company and their minimization procedures areassessed by the Board. Further the Company identifies risks and control systems areinstituted to ensure that the risks in each business process are mitigated. The Boardprovides oversight and reviews the Risk Management Policy on a regular basis. In theopinion of the Board there has been no identification of elements of risk that maythreaten the existence of the Company.

DETAILS OF THE PERFORMANCE OF THE SUBSIDIARY/ ASSOCIATE OR JOINT VENTURE

The Company does not have any Subsidiary/Joint Ventures/ Associate Companies. Hencethe provisions regarding incorporation of a separate segment for disclosure of thefinancial positions and performance of the Subsidiary Associate and Joint Venturecompanies is not applicable to the company

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year2017-18 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is NIL.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY`S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany`s operations in future.

AUDIT COMMITTEE

The Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 an Audit Committee has been duly constituted.The Audit Committee as on March 31 2018 comprises of the following Independent Directors:

Mr. Balwant Singh Sandhu Independent Director Chairman
Ms. Neena Kumar Independent Director Member
Ms. Neena Batra Non-executive Director Member

Details of the Audit Committee have been separately given in the Corporate Governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and pursuant to the provisions of section178 of the Companies Act 2013 Nomination & Remuneration Committee as on March 312018 comprises of the following Directors

Ms. Neena Batra Non-executive Director Chairman
Mr. Balwant Singh Sandhu Independent Director Member
Ms. Neena Kumar Independent Director Member
Mr. Ranjan Jain Managing Director Member

The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has constituted StakeholdersRelationship Committee with following composition as on March 31 2018 :-

Ms. Neena Batra Non-executive Director Chairman
Mr. Ranjan Jain Managing Director Member
Mr. Suninder veer Singh Joint Managing Director Member

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31 2018 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure D-6 and formspart of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2017-18 are attached as Annexure D-7 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis. Hence provisions of Section 188 (1) are not applicable. However as thesetransactions were in the ordinary course of business and on an arm's length basis in theopinion of the Board these transactions are justified to be executed. The detail of thesetransactions is given in Annexure D-8 which forms part of this report.

During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered ‘material' according to the policy of theCompany on Materiality of Related Party Transactions. Your attention is also drawn to theRelated Party disclosures set out in Note no. 16 of the Financial Statements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms ofSection 177 (10) of the Companies Act 2013 and also in terms of Listing regulations2015. The details of the said Vigil Mechanism cum Whistle Blower Policy is given in theCorporate Governance Section which is annexed herewith. The Vigil Mechanism cum WhistleBlower Policy is also available on the Company's websitehttp://www.syschem.in/DOWNLOAD/Whistleblower_Policy.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) theDirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitand Loss of the Company for that period; (c) the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; (d) the Directors had prepared the annual accounts on agoing concern basis; (e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. (f) the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

COMPLIANCE

The Company has devised proper systems to ensure compliance of all laws applicable tothe Company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws.

CEO / CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the CFO have submitted necessary certificate to the Board of Directors stating theparticulars specified under the said Regulation. The Certificate has been reviewed by theAudit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports the Company's Equity Shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. About 96% of the shares of the Company are already indematerialized form. M/s Beetal Financial & Computer Services Pvt. Limited New Delhiis acting as the Registrar and Share Transfer Agents for this purpose and acts as commonshare agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

ACKNOWLEDGEMENT :-

Your Directors wish to express their sincere appreciation to valued Clients Company'sBankers Associates Shareholders and Employees of the Company for their continued support& co-operation.

For & On Behalf of the Board For & On Behalf of the Board
(Suninder Veer Singh) (Ranjan Jain)
Joint Managing Director Managing Director cum Chairman
(DIN 07693557) (DIN 00635274)
PLACE: CHANDIGARH
Date: 3108 29.05.2018

ANNEXURE D-1 TO THE DIRECTORS' REPORT:-

A. Conservation of Energy :

Though energy does not form a s ignificant portion of the cost for the Company yetwherever possible and feasible continuous efforts are being put for conservation ofenergy and minimize power cost. The Energy conservation measures include replacement ofincandescent lights with low power consuming LED lights and compact Fluorescent Lightsreplacement of old electrical units with new energy efficient units. Staff of the Companyis regularly educated about conservation of power.

B. Technology Absorption :

The Company continues to absorb and upgrade modern technologies in its operations andback end support functions like Accounts Human Resource Management Operations andCompliance functions.

C. Foreign exchange earnings and outgo:

There is no Foreign Exchange earnings and outgo during the Financial Year.

ANNEXURE D-2 TO THE DIRECTORS' REPORT

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and ListingRegulations 2015 as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

Definitions:

“Remuneration” means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-Tax Act 1961; “Key Managerial Personnel” means : i) Managing Directoror Chief Executive Officer or Manager and in their absence a Whole-time Director; ii)Chief Financial Officer; iii) Company Secretary; and iv) such other officer as may beprescribed. “Senior Managerial Personnel” mean the personnel of the Company whoare members of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.

Objective:

The objective of the policy is to ensure that

The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and Remuneration to Directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

Role of the Committee:

The role of the NRC will be the following :

To formulate criteria for determining qualifications positive attributes andindependence of a Director. To formulate criteria for evaluation of Independent Directorsand the Board. To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.To carry out evaluation of Director's performance. To recommend to the Board theappointment and removal of Directors and Senior Management. To recommend to the Boardpolicy relating to remuneration for Directors Key Managerial Personnel and SeniorManagement. To devise a policy on Board diversity composition size. Succession planningfor replacing Key Executives and overseeing. To carry out any other function as ismandated by the Board from time to time and / or enforced by any statutory notificationamendment or modification as may be applicable. To perform such other functions as may benecessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director Key Management Personnel or atSenior Management level and recommend his / her appointment as per Company's Policy.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.

d) Criteria for Determining Qualifications Positive Attributes & Independence ofDirector:

(i) Qualifications:- An Independent Director shall possess appropriate skillsQualification experience and knowledge in one or more fields of Finance Law ManagementSales Marketing Administration Research Corporate Governance Operations or otherdisciplines related to the Company's business.

(ii) Positive Attributes:- An Independent Director shall be a person of integrity whopossesses relevant expertise and experience and who shall uphold ethical standards ofintegrity and probity; act objectively and constructively; exercise his responsibilitiesin a bona-fide manner in the interest of the Company; devote sufficient time and attentionto his professional obligations for informed and balanced decision making; and assist theCompany in implementing the best Corporate Governance practices.

(iii) Independence:- An Independent Director should meet the requirements of theCompanies Act 2013 and Listing Regulations 2015 concerning Independence of Directors.

TERM / TENURE

a) Managing Director / Whole-Time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report. NoIndependent Director shall hold office for more than two consecutive terms of upto maximumof 5 years each but such Independent Director shall be eligible for appointment afterexpiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly. Atthe time of appointment of Independent Director it should be ensured that number of Boardson which such Independent Director serves is restricted to seven Listed Companies as anIndependent Director and three Listed Companies as an Independent Director in case suchperson is serving as a Whole-Time Director of a Listed Company or such other number as maybe prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director Key ManagementPersonnel and Senior Management Personnel yearly or at such intervals as may be considerednecessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKey Management Personnel or Senior Management Personnel subject to the provisions andcompliance of the Companies Act 2013 rules and regulations and the policy of theCompany.

RETIREMENT

The Director Key Management Personnel and Senior Management Personnel shall retire asper the applicable provisions of the Act and the prevailing policy of the Company. TheBoard will have the discretion to retain the Director Key Management Personnel SeniorManagement Personnel in the same position / remuneration or otherwise even after attainingthe retirement age for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS / KEY MANAGEMENT PERSONNEL / SENIOR MANAGEMENTPERSONNEL

1) Remuneration to Managing Director / Whole-Time Directors:

a) The objective of the policy is directed towards having a compensation philosophy andstructure that will reward and retain talent. The Remuneration to Managing Director andWhole Time Directors shall take into account the Company's overall performanceProfitability MD / WTD's contribution for the same & trends in the industry ingeneral in a manner which will ensure and support a high performance culture.

b) The Remuneration / Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

c) The Company has no stock option plans and hence such instruments do not form partof the remuneration package of MD / WTDs.

d) Remuneration to Directors Key Managerial Personnel and Senior Management willinvolve a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.

e) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non - Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling / limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non - Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the Director possesses the requisite qualificationfor the practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.

b) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund where applicable contribution to Pension Fund etc. as decided from totime.

c) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate. The Committee may Delegate any of its powers to one or more of its members.The above criteria and policy are subject to review by the Nomination & Remunerationcommittee & the Board of Directors of the Company The Board is authorized to deviatefrom the Remuneration Policy in deserving case.