The Directors have great pleasure in presenting the 23rd Annual Report on the businessand operations of your Company together with the Audited Financial Statements for the yearended March 312017:
| || ||(Rs. in Crores) |
|Particulars ||Year ended March 31 2017 ||Year ended March 31 2016 |
|Gross Turnover Including other income ||62.45 ||57.74 |
|Profit before Interest Depreciation and Tax ||(1.12) ||(5.03) |
|Less: Interest and financial charges ||1.39 ||0.73 |
|Depreciation ||6.27 ||6.85 |
|Profit Before Tax ||(8.78) ||(12.62) |
|Less: Exceptional Items ||- ||- |
|Provision for Current & Old Tax ||0.00 ||0.00 |
|Provision for Deferred Tax ||0.60 ||0.19 |
|Less: Extraordinary Item ||0.00 ||0.00 |
|Net Profit available for appropriation ||(9.38) ||(12.80) |
|Add: Profit Transfer From Last Year ||(174.81) ||(162.00) |
|Appropriations: || || |
|Dividend on equity shares ||- ||- |
|Dividend Distribution Tax ||- ||- |
|Balance Carried Forward to Balance Sheet ||(184.19) ||(174.81) |
OVERVIEW OF THE FINANCIAL PERFORMANCE
The Company sold 5667.511 MT of Plastic goods and achieved net product turnoverof Rs. 63.31 Crores during the current year against sale of 5431.77 MT and net productturnover of Rs. 57.32 Crores in the previous year.
Total Income/Loss and Operating Profit/Loss for the year amounted to Rs. (9.38)and Rs. (12.80) Crores as compared to for the previous year recording a decrease loss of26.72%.
The Profit before Tax and Profit after Tax for the year amounted to Rs. (8.78)Crores and Rs. (9.38) Crores as compared to the previous year recording an decrease lossof 30.43% and 26.72% respectively.
PERFORMANCE AND BUSINESS OPERATIONS
During the Financial Year (FY) 2016-17 the economy of the Country and expectations forour sector improved in a steady manner but was short on expectations. The government moveof demonetization in this FY is also having a significant impact in the industry and alsoto our business to a great extent. During this period of demonetization and later on thebusiness is affected and the sales volume of the Company shows a downward trend. The lowrainfall in various regions of the country also affects the business of the Company to agreat extent. As compared to the previous year there has been increase in sales whileexpenses of the Company decreased which results in lesser amount of loss. However fromthe last few years the Company facing continuous losses and as per our current bankingissues the financial position of the Company is moderately weak but expecting for a goodhope in the coming year. In global aspects India is reaching with wider perspective andhas broad and major participation in all spheres of the world. Our country is continuouslygrowing as a progressive economy with wide challenges and reaching global market rapidlyin a smooth manner. The statutory and governance norms including various measures andincentives taken by the Country will help in building numerous in-house businesses anddevelopments in the Country.
This FY is a normal as well as challenging year for the Company however the pipeindustries and Drip and Micro Irrigation sector has a wider scope but is not upto thedesired mark. In context of our economy there is larger scope in the field ofconstruction infrastructure and irrigation sector which is beneficial and relevant forthe Company. The Company's performance was as such under expected and Company expecting toresolve the banking issues and accordingly opting and wishes to resolve the Bank Loans inview of good future and better prospects of the Company keeping in mind the variousstakeholders associated with the Company.
In view of the global challenges so far there was always good demand for the PVCproducts as PVC piping is one of the world's most sustainable products making it idealfor long-term use in underground infrastructure. For the development of the Company thecoming year may prove fruitful and expecting for better achievements in all aspects.
In present scenario your Company has no plans for business expansion but may opt fordiversification by wish to start dealing in new products as per the demand of agriculturesector. Furthermore the Company in failure of expansion plan which was taken to undertakeexpansion by adding the capacity of existing plant by increasing new machinery of existingmachineries for manufacture of PVC injection moulded fittings HDPE Sprinkler Systeminline drip irrigation System LLDEP fittings for micro irrigation pellet including fruitsand vegetables crates earlier and so on. Due to this the mega project was abnormallyruined and the Company still suffers financial crisis and business activity remained onlow scale during the current financial year also. The Company in the coming year expectingfor a scope for smooth running and functioning of operations of Company in the interestof all stakeholders associated with the Company.
The Board does not recommend any dividend for the year ended March 312017.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
In accordance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Sanjay Kumar Taparia(Holding DIN. 01186470) a Executive Director liable to retire by rotation and beingeligible offer himself for reappointment in this AGM.
In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation. The Company has received declaration from allthe Independent Directors of the Company confirming that they meet with the criteria ofthe independence as prescribed under Section 149(6) of the Companies Act 2013 read withthe provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
During the year under review there has been no change in the Board of Directors of theCompany. However Mr. Sachin Khiwanmal Lohiya (DIN: 00953433) has resigned from theDirectorship of the Company w.e.f. 31st day of July 2017.
In accordance with the provisions of Section 203 of the Companies Act 2013 Mr. SanjayKumar Taparia Managing Director Mr. Khiwanmal M. Lohiya Chief Financial Officer and Mr.Ajay Shrivastava are Key Managerial Personnels of the Company and there is no change inthe same during the year under review.
The Company during the year under review has not accepted any deposits from Public. TheCompany had no unclaimed (overdue) deposits as on March 312017.
DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES BOARD MEETINGS:
The Board of Directors met 16 times during the financial year ended 31st March 2017 inaccordance with the provisions of the Companies Act 2013 and other applicable rules andregulations. The details thereof are given in the Corporate Governance Report.
The Company has devised criteria for performance evaluation of independent DirectorsBoard/ Committees and other Individual Directors which includes criteria for performanceevaluation of Non Executive Directors and Executive Directors. Performance evaluation hasbeen carried out as per the Nomination & Remuneration Policy.
In order to evaluate the performance of individual Directors including the Chairman ofthe Board a separate exercise was carried out for evaluation on parameters such as levelof engagement and contribution qualification knowledge skill and experience in therespective field honesty integrity ethical behavior and leadership independence ofjudgment safeguarding the interest of the Company attending the meeting regularlyunderstanding the business regulatory competitive and social environment understandingstrategic issues and challenges bringing outside information and perspective to Board fordeliberation ability to identify the cost benefits and implications of Board decisionsetc.
At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of individual Directors the Board/ Committees were discussed in detailwhich includes various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.
The performance evaluation of the Chairman Managing Director & Executive Directorswere carried out by the independent Directors at its separate meeting held on 30th March2017 in accordance with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 & applicable provisions of Companies Act 2013. The performanceevaluation of the Independent Directors was also carried by the entire Board. TheDirectors expressed their satisfaction with the evaluation process.
The Board has on the recommendation of the Nomination & Remuneration committeeframed a Nomination & Remuneration policy and Policy on fixation of criteria forselection & appointment of Directors & Senior Management Personnel are annexedherewith as Annexure II & Annexure III to this Report.
COMMITTEES OF THE BOARD
Your Company has three Board level committees:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
The details of the said committees are elaborated in Corporate Governance Reportforming part of the Annual Report.
RISK MANAGEMENT POLICY
Your Company has adequate systematized risks identification measures assessmentmonitoring and controlling processes and the same are working fine. Notwithstanding abovethe management desires to strengthen the present framework by improving current practicesof risk assessment monitoring and controlling by implementing latest techniques inmonitoring and governance. Keeping this view in mind the Company had evaluated currentrisk management practices pertaining to the Company and suggests overall changes andimprovements to achieve structured risk governance.
The key risks and mitigating actions associated to the Company are also placed beforethe Audit Committee. Significant audit observations and follow up actions thereon arereported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness ofthe Company's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's riskmanagement policies and system.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this report and givesdetail of the overview industry structure and developments different product groups ofthe Company and operational performance of business.
The Company has taken the requisite steps to comply with the recommendations concerningCorporate Governance.
A separate statement on Corporate Governance together with a Compliance Certificatefrom the Practicing Company Secretary regarding compliance of conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The prescribed particulars of Employees required under Section 197(12) of Companies Act2013 read with Rule 5(1) the Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014 as amended rules are not applicable to the Company and hence notprovided. There are no employees who come under the purview of Section 197 (12).
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility for ensuing compliances with theprovisions of Section 134(3)(c) read with Section 134(5) of the companies Act 2013 in thepreparation of annual accounts for the year ended on 31st March 2017 and state that:
i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and no material departures from the same;
ii) the Directors have selected such accounting policies and applied consistently andmade judgment and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017 and of the profit of theCompany for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial control are adequate and are operatingeffectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;
INTERNAL FINANCIAL CONTROLS
The Company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory andstatutory compliances. During the year under review no material or serious observationhas been received to the company for inefficiency or inadequacy of such controls.
Independence of the audit and compliance is ensured by the direct reporting of InternalAudit Division and to the Audit Committee of the Board.
In accordance with the provisions of Section 139 of Companies Act 2013 and rulesprescribed thereunder M/s K.K. Kabra & Co. Chartered Accountants (Firm RegistrationNumber 104493W) the Statutory Auditors of the Company retires at the conclusion of theensuing Annual General Meeting and are ineligible for appointment due to the completion ofthe tenure of audit.
The Board has accordingly recommended the appointment of M/s. Rakesh R. KabraChartered Accountants Nasik from this AGM till the conclusion of the 24th AGM to be heldin the year 2018. The Company has received a certificate from them to the effect thattheir appointment if made would be within the limits prescribed under Section 139(1) ofthe Companies Act 2013. Accordingly they are proposed to be appointed as StatutoryAuditors of the Company for the year 2017-18 till the conclusion of the 24th AnnualGeneral Meeting of the Company to be held in the year 2018. The Board accordinglyrecommends the resolution forming part of the notice convening the meeting and sent to themembers for approval.
The Auditors Report on financial Statements for the year ended 31st March 2017 formspart of this Annual Report and notes on the financial statements referred therein is self-explanatory.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There has been no material change except the net worth of the Company which has beenfully eroded earlier. The loan account of the Company declared as NPA in September 2014and Company have failed to pay interest and principal loan amount borrowed from bank(Punjab National Bank Allahabad Bank) due to failure of expansion and mega project andnon-disbursement of consortium finance by the Banks. However we are expecting the samecan be resolved by the Bank in the best interest of the Company by keeping in view thecurrent operations and position of the Company and the interest associated of allstakeholders of your Company.
ROLL OUT UNDER GOODS AND SERVICE TAX (GST)
In roll out of the present Indirect Tax Regime the Goods and Service Tax (GST) isimplemented from the 1st day of July 2017 replacing all the existing indirect taxes as"One Country One Tax One Market". Your Company has geared up itself to thetune of the new GST frame work which will not only lead to change in the indirect taxstructure but shall also lead to the change in the business process/ functions. TheCompany has obtained the registration in respect of all its units and its branches acrossthe country and is in compliance of the same. Your Company has priorly started creatingawareness amongst the Marketing teams of various business segments its vendors dealersand customers. The Company has also implemented it with proper plan to be fully equippedand update under new regime.
The Company had no subsidiary Company as on date and hence no provisions regarding thesame are applicable to the Company.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2017
In Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed M/s Milan Mehta & Associates Company Secretaries (C.P. No 4826) toconduct Secretarial Audit of the Company for the financial year 2016-17.
Secretarial Audit Report issued by M/s Milan Mehta & Associates CompanySecretaries in Form MR-3 for the financial year 2016-17 forms part to this report andplaced as Annexure IV. The said report does not contain any observation or qualificationrequiring explanation or adverse remark.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the financial Year 2016-17 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business & on arm's length basis & in accordance with the provisions ofthe Companies Act 2013 and Rules issued thereunder & Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. During the financial year2016-17 there were no transactions with related parties which qualify as materialtransactions with related parties.
The details of the related party transactions are set out in Note - 29 to the financialstatement forming part of this Annual Report.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act read with Rule 8(2)of the Companies (Accounts) Rules 2014 is set out as Annexure V to this Report.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
A "Vigil Mechanism Policy" as Whistle Blower for Directors and employees ofthe Company is constituted to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on rising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.
CODE OF CONDUCT COMPLIANCE
A declaration signed by the Managing Director affirming compliance for the FinancialYear 2016-17 with the Company's Code of Conduct by the Directors and Senior Management isprovided to the Board as required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 was set out in Corporate Governance Report forming part ofthe Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on energy conservation technology absorption foreign exchange earningsand outgo required to be given pursuant to Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-Ito this report.
PARTICULARS OF LOANS GUARANTEES INVESTMETS AND SECURITIES
The Company has not given any loans directly or indirectly or guarantees or providedany security or made any investment covered under Section 186 of the Companies Act 2013.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Your Company has carried out various CSR activities during the year which includesorganizing Blood Donation Camps and Tree Plantation Programmes etc. on timely basisenriching the social values and responsibilities.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the companyand the initiatives undertaken by the company on CSR activities during the year are setout in Annexure of this Report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) 2014 as Annexure VI.
GENERAL AND OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are furnished as under:
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-VII.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in compliant with Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. During the year under review no complaints were received bythe Company.
The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the associates. YourDirectors take this opportunity to express their grateful appreciation for theencouragement co-operation and support received by the Company from the localauthorities banker customers suppliers and business associates and deep sense ofappreciation for the committed services by the executives staff and workers of theCompany. The directors are thankful to the esteemed shareowners for their continuedsupport and the confidence reposed in the Company and its management.
For and on behalf of the Board of Directors
Sanjay Kumar Taparia
(Chairman & Managing Director)
Date: 02nd September 2017
Annexures to the Boards' Report
Information as required under Rule 8(3) of the Companies (Accounts) Rules 20141.
1. CONSERVATION OF ENERGY:-
a) Energy Conservation measures taken:
The conservation of energy continues to be the key focus area of your Company.Continuous monitoring and awareness amongst employees has helped in to avoid wastage ofenergy. Effective measures are being taken to monitor consumption of energy during theprocess of manufacturing. Further study is undertaken to evaluate various alternativesources of energy or alternative fuels for electricity generation.
b) Additional investments and proposals for reduction of consumption of energy:
The Company during the financial year has no plans executed of any capital natureinvestment which save the energy cost of the Company.
c) Impact of above measures:
The impact of measures has been positive and has helped to reduce overall electricitybill and other connected matters to total energy consumption and energy.
2. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:-
Research & Development (R & D)
a. Specific areas in which R & D work was carried out
> Developed Universal Pipe sizing technique
> Introduction of close monitoring of energy demand
> Up gradation of Line speed of Maillefer machine from 200 Mtrs pm to 220 Mtrs.
> Flat -Inline Hydrokol introduced first time
> We made In-house Flat coil wrapping Machine
> We made Flat tube packing side cover & Core assembling machine In-house
> Friction welding machine: Welding of Pipes and Fittings is now done by frictionheat instead of traditional welding mechanisms.
> Indigenous formulation of flat dripper which is much more economic.
> Synchronization of cooling tower and temperature controller with the help ofthermostat.
b. Benefits derived as a result of above R & D
> No requirement to change die & Mandrel for each sizes which reduces the idletime for changing of dies.
> Development of a system by which we will ensure to maintain optimum energy demand
> Lower scrap generation and improved productivity.
> Decrease in cost of flat dripper by 50%.
> Plastic part collector is designed to be inbuilt in machine which helps to keepbetter housekeeping.
> Reduction in water and energy wastage with the introduction of synchronizedthermostat.
c. Future plan of action to exercise utmost care in maintaining the quality of itsproducts and endeavor to upgrade the products and its ranges. In house development oftesting quality and tool room so as to improve efficiency of products along with mouldsparticularly flat drip line so as to cater wider customer segment.
d. Expenditure on R & D is not significant.
Technology Absorption adaptation and innovation
Your Company is using the latest technology of extrusion machine from DRTS EnterprisesUSA R. R. Plast Extrusions Ltd. and Kabra Extrusiontechnic Ltd. and for Injection MoldingCompany is using machines of Ningbo Haitai Machines Ltd. L&T Machines Ltd. WindsorMachines Ltd Toshiba Machines Ltd. and Ferromatik Milacron India Ltd.
3. FOREIGN EXCHANGE EARNINGS AND OUTGO:- Nil
For and on behalf of the Board of Directors
Sanjay Kumar Taparia
Chairman & Managing Director
Date: 02nd September 2017
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors ofevery listed Company shall constitute the Nomination and Remuneration Committee. TheCompany has already constituted the same comprising of three non-executive independentDirectors as required in order to align with provisions of the Companies Act 2013.
The Key Objectives of the Committee would be:
a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation.
c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
"Board" means Board of Directors of the Company.
"Company" means " Tulsi Extrusions Limited"
"Key Managerial Personnel" (KMP) means
Chief Executive Officer or the Managing Director or the Manager
Chief Financial Officer
Company Secretary and
Such other officer as may be prescribed
"Employee Stock Option" means the option given to the directors officersor employees of a Company or of its holding company or subsidiary company or Companies ifany which gives such directors officers or employees the benefit or right to purchaseor to subscribe for the shares of the Company at a future date at a pre-determined price.
"Independent Director" means a director referred to in Section 149 (6) ofthe Companies Act 2013.
"Nomination and Remuneration Committee"
Shall mean a Committee of Board of Directors of the Company constituted of Board ofDirectors of the Company constituted in accordance with the provisions of Section 178 ofthe Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
"Policy or This Policy" means "Nomination andRemuneration Policy."
"Remuneration" means any money or its equivalent given orpassed to any person for services rendered by him and includes perquisites as definedunder the Income Tax Act 1961.
"Senior Management" means personnel of the Company who aremembers of its core management team excluding Board of Directors. This would include allmembers of management one level below the executive directors including all thefunctional heads
Terms that have not been defined in this Policy shall have the same meaning assigned tothem in the Companies Act 2013 and/or any other SEBI Regulation(s) as amended from timeto time.
V. GUIDING PRINCIPLES
The Policy ensures that:
The level and composition of remuneration is reasonable and sufficient toattract and motivate Directors of the quality required to run the Company successfully.
Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks 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 goal.
VI. ROLE OF THE COMMITTEE
The role of the Committee inter alia will be the following:
a) To formulate a criteria for determining qualifications positive attributes andindependence of Director.
b) Formulate criteria for evaluation of Independent Directors and the Board.
c) Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy.
d) To carry out evaluation of every Director's performance.
e) To recommend to the Board the appointment and removal of Directors Key ManagerialPersonnel and Senior Management.
f) To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.
g) Ensuing that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.
h) To devise a policy on Board diversity.
i) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.
j) To perform such other functions as may be necessary or appropriate for theperformance of its duties.
A) The Committee shall comprise at least three (3) Directors all of whom shall benon-executive Directors and at least half of them shall be independent.
B) The Board shall reconstitute the Committee as and when required to comply with theprovisions of the Companies Act 2013 and applicable statutory requirement.
C) Minimum two (2) members shall constitute a quorum for the Committee meeting.
D) Membership of the Committee shall be disclosed in the Annual Report.
E) Term of the Committee shall continue unless terminated by the Board of Directors.
A) Chairperson of the Committee shall be an Independent Director.
B) Chairperson of the Company may be appointed as a member of the Committee but shallnot Chair the Committee.
C) In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.
D) Chairperson of the Nomination and Remuneration Committee could be present at theAnnual General Meeting or may nominate some other member to answer the shareholdersqueries.
IX. FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such regular intervals as may berequired.
X. COMMITTEE MEMBERS'S INTERESTS
A member of the Committee is not entitled to be present when his or her ownremuneration is disclosed at a meeting or when his or her performance is being evaluated.
The Committee may invite such executives as it considers appropriate to be present atthe meetings of the Committee.
The Company Secretary of the Company shall act as Secretary of the Committee.
Matters arising for determination at Committee meeting shall be decided by a majorityof votes of members present and any such decision shall for all purposes be deemed adecision of the Committee.
In the case of equity of votes the Chairman of the meeting will have a casting vote.
XIII. APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
Appointment criteria and qualification:
1) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment.
2) A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient/satisfactory for the concerned position
3) The Company shall not appoint or continue the employment of any person as ManagingDirector/ Whole- time Director/ Manager who has attained the age of seventy years.Provided that the term of the person holding this position may be extended beyond the ageof seventy years with the approval of shareholders by passing a special resolution basedon the explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.
1) Managing Director/ Whole-time Director/ Manager (Managerial Personnel):
The company shall appoint or re-appoint any person as its Managerial Personnel for aterm not exceeding five years at a time. No re-appointment shall be made earlier than oneyear before the expiry of term.
2) 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.
- No Independent Director shall hold office for more than two consecutive term butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on 01stOctober 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he/ she shall be eligible for appointment for one more term of 5 years only.
- At the time of appointment of Independent Director it should be ensured that numberof Board on which such Independent Director serves is restricted to seven listed companiesas an Independent Director in case such person is serving as a whole time Director oflisted company.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management at regular interval (yearly)
Due to reasons for any disqualification mentioned in the Companies Act 2013 rule madethere under or under any other applicable Act rules and regulations the Committee mayrecommend to the Board with reasons recorded in writing removal of a Director KMP orSenior Management subject to the provisions and compliance of the said Act rule andregulations.
The Director KMP and Senior Management shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company. The Board will havethe discretion to the same position/ remuneration or otherwise even after attending theretirement age for the benefit of the Company.
XIV. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIORMANAGEMENT.
1) The remuneration/ compensation/ commission etc. to Managerial Person KMP and SeniorManagement Personnel will be determined by the Committee and recommended to the Board forapproval. The remuneration/ compensation/ commission etc. shall be subject to theprior/post approval of the shareholders of the Company and Central Government whereverrequired.
2) The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provision of the Companies Act 2013 and the rules made there under for the timebeing in force.
3) Increment to the existing remuneration/ compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Managerial Person.
4) Where any insurance is taken by the Company on behalf of its Managerial Person KMPand any other employees for indemnifying them against any liability the premium paid ofthe remuneration payable to any such personnel. Provide that if such person is proved tobe guilty the premium paid on such insurance shall be treated as part of theremuneration.
REMUNERATION TO NON- EXECUTIVE/ INDEPENDENT DIRECTOR
1) Remuneration / commission:
The remuneration/ commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made there under for the time being in force.
2) Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of sittingfees attending meeting of Board or Committee thereof provided that the amount of such feesshall not exceed the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee or such amount as may be prescribed by Central Government from timeto time.
3) Limit of Remuneration/ Commission:
Remuneration / Commission may be paid within the monetary limit approved byshareholder subject to the limit not exceeding 1% of the net profit of the Companycomputed as per the applicable provisions of the Companies Act 2013
4) Stock option:
An Independent Director shall not be entitled to any stock option of the company.
XV. MINUTES OF COMMITTEE MEETING
Proceeding of all meeting must be minuted and signed by the Chairman of the saidmeeting or the Chairman of the next succeeding meeting. Minutes of the Committee meetingwill be tabled at the subsequent Board and Committee Meeting.
XVI. DEVIATION FROM THIS POLICY
Deviation on elements of this policy in extraordinary circumstances when deemednecessary in the interest of the Company will be made if there are specific reasons to doso in an individual case.
For and on behalf of the Board of Directors
Sanjay Kumar Taparia
Chairman & Managing Director
Date: 02nd September 2017