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Uniply Industries Ltd.

BSE: 532646 Sector: Others
BSE 15:41 | 07 Jul 6.39 -0.33






NSE 15:48 | 07 Jul 6.45 -0.30






OPEN 6.39
VOLUME 96211
52-Week high 68.90
52-Week low 3.67
P/E 3.72
Mkt Cap.(Rs cr) 107
Buy Price 6.72
Buy Qty 200.00
Sell Price 6.39
Sell Qty 8609.00
OPEN 6.39
CLOSE 6.72
VOLUME 96211
52-Week high 68.90
52-Week low 3.67
P/E 3.72
Mkt Cap.(Rs cr) 107
Buy Price 6.72
Buy Qty 200.00
Sell Price 6.39
Sell Qty 8609.00

Uniply Industries Ltd. (UNIPLY) - Director Report

Company director report


Your Directors are pleased to present the report of the business and operations of yourCompany along with the Audited Financial Statements for the year ended March 31 2019. Theconsolidated performance of the Company and its Subsidiary has been referred to whereverrequired.


Rs. in Lakhs except to per share data

Particulars Consolidated Standalone
31.03.2019 31.03.2018 31.03.2019 31.03.2018
Revenue from Operations 46857.54 38793.19 17193.18 13412.96
Other Income 3622.79 1609.85 345.545 624.39
Total Income 50480.33 40403.03 20648.63 14037.35
Operating Profit 9984.48 7748.53 3890.42 1889.88
Profit before Exceptional items and Taxation 5587.02 4160.60 2723.18 1399.78
Exceptional item (For consolidated results it is inclusive of profit share of Associate M/S Uniply Decor Ltd.) 332.82 1280.42 -2.01 1140.5
Taxation -1969.44 -2151.03 -890.01 -1048.89
Profit after Tax 3950.40 3289.99 1831.16 1491.41
Total Comprehensive Income for the year 3943.01 3279.82 1836.14 1490.31
Earnings per share
- Basic (In Rs.) 2.60 13.72 1.21 6.23
- Diluted (In Rs.) 2.12 13.72 0.99 6.23

Note: The above figures are extracted from the audited Standalone and Consolidatedfinancial statements prepared as per Indian Accounting Standard (Ind AS).


Your Directors recommend a final dividend of Re 0.24 per equity share on the Company's165213420 equity shares of Rs.2/- each for the year 2018-19. The final dividend on theequity shares if declared as above would entail an outflow of Rs.478.04 lakhs towardsdividend and tax thereon.

The dividend payment is subject to approval of members at the ensuing Annual GeneralMeeting


No profit has been transferred to General Reserve.


There has been no change in the nature of business of the Company.


As on March 31 2019 your Company has a wholly Owned Subsidiary viz. Vector ProjectsIndia Pvt Ltd. is India's largest integrated turnkey interior solutions provider. M/s.Uniply Decor Ltd (Formerly known as UV Boards Ltd) is an associate company is in thebusiness of Manufacturing and trading in plywood and its allied products.

The Company has disinvested its stake in other wholly owned subsidiary viz Uniply BlazePvt Ltd w.e.f. 09.10.2018.

The detail with respect to Subsidiaries and Associate is stated in Form AOC-1 inAnnexure A.


All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The Web link for the same is

The detail with respect to Related Party Transactions is stated in form AOC-2 inAnnexure B.


As per the prescribed provisions of the Companies Act 2013 Rule thereon andAccounting Standard the Consolidated Financial Statements of the Company prepared formspart of this Annual Report.


In compliance with section 134(3) (c) of the Companies Act 2013 your Directorsconfirm:

a. That in the preparation of Annual Accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same.

b. That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and theprofit or loss of the Company for that period.

c. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;

d. That they have prepared the annual accounts on a going concern basis.

e. That proper internal financial control is in place that the financial controls wereadequate and were operating effectively that systems to ensure compliance with theprovisions of all applicable laws.

f. Proper systems to ensure compliance with the provisions of all applicable laws werein place and there adequate and operating efficiently.


The authorized share capital and paid up Share Capital of the Company as on 31.03.2019is Rs.650000000/- (325000000 Equity shares of Rs.2/- each) & 330426840/-(165213420 Equity shares of Rs.2/- each) respectively. On 12th June 2018 resolutionthrough postal ballot the face value of the equity shares of the Company sub-dividedfrom H10/- each to Rs.2/- each. Subsequently the Company fixed record date i.e. 26thJune 2018 for the purpose of entitlement of split of face value of equity shares fromH10/- each to Rs.2/- each to the shareholders of the Company.

During the year under review the Company has allotted 4514798 equity shares of H10/-each and 9628824 number of share warrants of H10/- each at a premium of Rs.400.85 eachon 25.04.2018. Further 4620687 {(4550101 on 09.10.2018) + (70586 on 14.02.2019)}number of warrants of H10/- each got converted into 23103435 {(22750505 shares on09.10.2018) +( 352930 shares on 14.02.2019)} equity shares of Rs.2/- each. Balance sharewarrants were also split into 5 each consequent to the split in equity face value fromH10/- to Rs.2/- each. As on 31.03.2019 the number of outstanding share warrants are25040685 of Rs.2/- each at a premium of Rs.80.17 out of which 25% of the issue priceincluding premium has been received from the share warrant holders. These share warrantsare required to be exercised by the warrant holders on or before 24.10.2019.


Risk Assessment and minimization procedures have been framed by the Company named as"Risk Management Charter" and are reviewed by the Committee from time to time.The Committee has overall responsibility for monitoring and approving the risk policiesand associated practices of the Company. The Duties and Responsibilities of the Committeeare as follows:

Annually review and approve the Risk Management Policy and associatedframeworks processes and practices of the Company.

Ensure that the Company is taking the appropriate measures to achieveprudent balance between risk and reward in both ongoing and new business activities.

Evaluate significant risk exposures of the Company and access management'sactions to mitigate the exposures in a timely manner.

Co-ordinate its activities with Audit Committee in stances where there isany overlap with Audit activities.

Within its overall scope as aforesaid the Committee shall review risks trendsexposure and potential impact analysis and mitigation plan.


Corporate Social Responsibility encompassing much more than social outreachcontinuous to be an integral part of the Company's activity. The detailed CSR report isannexed as per Annexure C.


In accordance with the provisions of Section 139 of the Companies Act 2013 and theRules made there under M/s. Lily & Geetha Associates Chartered Accountants Chennaihaving FRN.: 006982S was appointed as the Statutory Auditors of the Company at the 21stAnnual General Meeting held on 28th September 2017 for a term of five years till theconclusion of 26th Annual General Meeting. However M/s. Lily & Geetha AssociatesChartered Accountants Chennai has tender their resignation as the Statutory Auditors ofthe Company expressing their inability due to constraint of manpower for the Auditresulting in a casual vacancy in the office of the Auditors of the Company w.e.f. 14thAugust 2019 as per section 139(8) of the Companies Act 2013.

In accordance with aforesaid provisions of the Act the Board has recommended to themembers for the appointment of M/s. N D Kapur & Co. Chartered Accountants New Delhias the Statutory Auditors of the Company: a) to fill the casual vacancy caused by theresignation of M/s. Lily & Geetha Associates Chartered Accountants Chennai and tohold the office of the Statutory Auditors upto the conclusion of this Annual GeneralMeeting: and b) for a period of five years from the conclusion of the 23rd Annual GeneralMeeting till the conclusion of 28th Annual General Meeting of the Company to be held inthe year 2024.

M/s. N D Kapur & Co. Chartered Accountants New Delhi has confirmed theireligibility to act as the Statutory Auditors of the Company.

M/s. Lily & Geetha Associates Chartered Accountants 16 (Old No. 37) Akbarabad 2ndStreet Kodambakkam Chennai – 600024 have completed the Statutory Audit for period2018-19 and submitted their Auditors Report to the Shareholder which does not containany Qualification or adverse remark. The observation made in the Auditors Report readtogether with relevant notes thereon are self-explanatory and hence do not call for anyfurther comments under Section 134 of the Companies Act 2013.


The Company was not falling under criteria given for maintenance of Cost Record/CostAudit as per the Companies (Cost Records and Audit) Rules 2014. Hence costaudit/Maintenance of cost record was not conducted.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P.K Panda & Co. Practicing Company Secretaries Chennai to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as "Annexure D". The Secretarial Audit Report of theSecretarial Auditor and their remark observation is self-explanatory.


The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee and delegated to Internal Auditor to maintain itsobjectivity and independence. The Internal Auditor reports to the Chairman of the AuditCommittee of the Board and to the Chairman of the Board.

The Internal Auditor M/s. C. Ramasamy & B Srinivasan Chartered Accountantsmonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and promptly informed the management on the lacking as and whenrequired.


During the period under review the Company did not invite or accept any deposits fromthe public in terms of Chapter V of the Companies Act 2013.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.


Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013. Mr. BVM Sarmahas been appointed as Joint Managing Director & KMP of the Company w.e.f. 29.05.2018.Mrs Parul Satyan Bhatt has also been appointed as an Independent Director of the Companyw.e.f. 14.11.2018.

There are no other changes in Directors & KMP during the period under review.However Mr. Srinivasan Sethuraman has resigned from the position of Managing Director aswell as from the Board of the Company on14th August 2019 and Mr. BVM Sarma has alsoresigned from the position of Joint Managing Director as well as from the Board of theCompany on14th August 2019. Further Mr. Nazeer Azam Sulthan (DIN: 08072833) was appointedas an Additional Director (Non-Executive) on the Board of the Company w.e.f 14th August2019 and he will be designated as the Managing Director of the Company w.e.f 15thSeptember 2019.


During the year under review Six (6) Board Meetings were held. The details of the BoardMeetings with regard to their dates and attendance of each of the Directors thereat havebeen provided in the Corporate Governance Report.


The Board has various Committees such as Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee Risk Management Committee and CSRCommittee. The details of each committee and their respective meetings have been providedin the Corporate Governance Report.


In terms of Schedule IV of the Companies Act 2013 and the Listing Regulations aseparate meeting of the Independent Directors of the Company was held on

February 14 2019 without the presence of Executive Directors and members of themanagement wherein they inter alia discussed:

The performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors; the performance of Non-IndependentDirectors and the Board as a whole; the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.


The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.


Pursuant to the provisions of The Companies Act 2013 and the SEBI (LODR) 2015 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and other Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.


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


The Company has framed Familiarization Programme for Independent Directors pursuant toSEBI (LODR) 2015 and uploaded the same in the website of the Company. The web link toaccess the aforesaid programme is PROGRAMME.pdf.


A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review Six Board Meetings four Audit Committee Meetings and otherCommittee Meetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gaps between the Meetings were within the periodprescribed under the Companies Act 2013.


The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as per Annexure F.


The Company has a vigil mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The details of the vigil mechanism/Whistle Blower Policy isposted on the website of the Company and available in this web link: BLOWER_POLICY.pdf


The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure G".


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of The Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureH".


The Company has complied with all the mandatorily applicable secretarial standardsissued by The Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Companies Act 2013.


During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.


During the year under review the foreign exchange earned by the Company was Nil andoutgo amounted to Rs.4211489/- on account of import of materials.


The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) &National Stock exchange of India Limited (NSE) and necessary listing fees have been paidupto date.


Your Company continuously strives for excellence in its IR engagement with itsinvestors at all level.


As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules made thereunder the Company hasconstituted an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee. During the year under review thecommittee has not received or disposed any complaint relating to sexual harassment at workplace from any women employee. The policy on the same can be viewed in the website of theCompany. The web link to access the aforesaid programme is


Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programmes that provide focused people attentionare currently underway. Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.


During the Year under review Your Company enjoyed cordial relationship with workersand employees at all levels.


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).


The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in SEBI (LODR) Regulations 2015.


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


Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the CEO and CFO certification as specified in Part B ofSchedule II thereof is annexed to the Corporate Governance Report.


After the end of the financial year the following material events have occurred:

a. On 03.07.2019 M/s. Markab Capital WLL Kuwait & M/s. Markab Capital India SPVPvt Ltd jointly have signed a share purchase agreement with the Promoter group of theCompany to acquire 34223835 existing equity shares of Rs.2/- each (20.71%) and3232954 convertible share warrants of Rs.10/- each upon full conversion into 16164770equity shares of Rs.2/- each (8.50%) along with complete control and management of theCompany.

In view of the above the acquirers have given an public announcement to acquire49466068 equity shares of Rs.2/- each representing 26% of emerging voting share capitalof the Company and the open offer is under process.

The Board was updated on the status of the ongoing transaction between the promoters ofM/s Uniply Industries Limited and M/s Markab Capital WLL Kuwait as follows: Markab standscommitted to the acquisition of majority stake in Uniply and is currently in the processof securing a line of Credit with a Scheduled Commercial Indian Bank for bank guarantee tothe open offer as against their original plan to establish a guarantee from anInternational Bank. The synergies from the ongoing Markab transaction are already visiblewith a large global order pipeline being developed by Markab for Uniply IndustriesLimited. This pipeline of orders backed by working capital from a mezzanine fund oftheirs is expected to start post closure of the open offer and get executed over varioustimelines extending up to 27 months from their start date.

b. The Board has approved the shifting of the Registered Office of the Company fromChennai Tamil Nadu to New Delhi subject to the approval of the Shareholders and otherRegulatory Authority (ies) as per the applicable law.

c. Mr. Srinivasan Sethuraman has resigned from the position of Managing Director aswell as from the Board of the Company on14th August 2019 and Mr. BVM Sarma has alsoresigned from the position of Joint Managing Director as well as from the Board of theCompany on14th August 2019.

d. Mr. Nazeer Azam Sulthan (DIN: 08072833) appointed as an Additional Director(Non-Executive) on the Board of the Company w.e.f 14th August 2019 and he will bedesignated as the Managing Director of the Company w.e.f. 16th September 2019.

e. M/s. Lily & Geetha Associates Chartered Accountants Chennai resigned from theOffice of the Statutory Auditors w.e.f. 14th August 2019 and to fill such casual vacancyin the office of the statutory Auditor the Board has appointed M/s. N D Kapur & Co.Chartered Accountants New Delhi as the Statutory Auditors of the Company theirappointment is subject to the approval of the Shareholders in their ensuing GeneralMeeting and in compliance with the applicable laws.

Except this there were no other changes.


Your Directors place on record their appreciation of the invaluable contribution madeby the Company's employees which made it possible for the Company to achieve theseresults. They would also like to take this opportunity to thank customers dealerssuppliers bankers financial institutions business associates and valued shareholdersfor their continued support and encouragement.

For and on behalf of the Board of Directors
Place: Chennai Keshav Narayan Kantamneni
Date: August 14 2019


Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part "A": Subsidiaries(Information in respect of each subsidiary to be presented with amounts in H)


Sl. No. Particulars As on March 31 2019
1 No. of Subsidiaries 02
2 Name of the Subsidiary Vector Projects (I) Pvt Ltd Uniply Blaze Pvt Ltd (*)
3 Reporting period for the Subsidiary 31.03.2019 31.03.2019
4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable Not Applicable
5 Share Capital (In Rs.) 5000000 Equity Shares of H10/- each aggregating to Rs.50000000 (Rupees Five Crore only) 10000 Equity Shares of H10/- each aggregating to H100000 (Rupees One Lakh only)
6 Reserves & Surplus (In Rs.) 973924280.00 -
7 Total Liabilities (In Rs.) (Excluding Equity) 3102311082.00 -
8 Investments (In Rs.) (non-current) 2660919.00 -
9 Turnover (In Rs.) 3583978510.00 -
10 Profit Before Taxation (In Rs.) 285821801.00 -
11 Provision for Taxation (In Rs.) 107942714.00 -
12 Profit after Taxation (In Rs.) 177879087.00 -
13 Proposed Dividend (In Rs.) 0 -
14 % of Shareholding 100 -

(*) Disinvested w.e.f. 09.10.2018


Sl. No. Name of Associate Uniply Decor Limited
1 Latest Audited Balance Sheet data 31.03.2019
2 Shares of Associate held and percentage 46558249 (38.06%)
Amount of Investment H1155422555/-
3 Description of how significant influence Promoter
4 Reason why the Associates not consolidated Stake holding is <50%
5 Net worth attributable to shareholding H1094070100/-
6 Profit and loss for the year
- Considered in Consolidation H34002312/-
- Not considered in Consolidation NA

Annexure - B

Form AOC-2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014]

1 Details of contracts or arrangements or transactions not at arm's length basis: Nil

2 Details of material contracts or arrangement or transactions at arm's length basisare given below:

Sl. No Name(s) of the related party and nature of relationship Nature of contracts / arrangements / transaction Duration of the contracts / arrangements / transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board if any Amount paid as advances if any
1 Vector Projects (I) Pvt Ltd Sales and purchase of business goods services/Loan/Guarantee / Investment and other transactions in ordinary course of business 2018-19 255.00 Board approval on 14.08.2018 and Shareholders Approval on 26.09.2018 Nil
2 Uniply Blaze Pvt Ltd - - - - Disinvested w.e.f. 09.10.2018
3 Uniply Decor Ltd Sales and purchase of business goods services/Loan/Guarantee / Investment and other transactions in ordinary course of business 2018-19 250.00 Board approval on 14.08.2018 and Shareholders Approval on 26.09.2018 Nil
4 KKN Holdings (P) Ltd (Formerly Foundation Outsourcing (I) Pvt Ltd) Sales and purchase of business goods services/Loan/Guarantee/ Investment and other transactions in ordinary course of business 2018-19 200.00 Board approval on 11.08.2017 and Shareholders Approval on 12.09.2017 H 67.00 crs towards purchase of properties and H 12.00 crs towards investments.
5 Bayline Infocity Ltd (Formerly ETA Tehnopark Ltd) sale purchase or supply of any goods or materials of any kind or rendering of any services like Project management project finance Technical & Manpower related services and other transaction 2018-19 100.00 Board approval on 14.08.2018 -

Annexure - E

Nomination & Remuneration Policy


Pursuant to Section 178 of the Companies Act 2013 and SEBI (LODR) 2015 the Board ofDirectors of every listed Company shall constitute the Nomination and RemunerationCommittee. The Company already constituted Remuneration Committee comprising of threenon-executive Independent Directors as required under SEBI (LODR) 2015.

This Committee and the Policy is formulated in compliance with Section 178 of theCompanies Act 2013 read along with the applicable rules thereto and SEBI (LODR) 2015.


The Key Objectives of the Committee would be: a) To guide the Board in relation toappointment and removal of Directors Key Managerial Personnel and Senior Management. b)To evaluate the performance of the members of the Board and provide necessary report tothe Board for further evaluation. c) To recommend to the Board on Remuneration payable tothe Directors Key Managerial Personnel and Senior Management.


"Board" means Board of Directors of the Company.

"Company" means "Uniply Industries Limited".

"Employees' Stock Option" means the option given to the directorsofficers or employees of a company or of its holding company or subsidiary company orcompanies if any which gives such directors officers or employees the benefit or rightto purchase or to subscribe for the shares of the Company at a future date at apre-determined price.

"Independent Director" means a director referred to in Section 149 (6) ofthe Companies Act 2013.

"Key Managerial Personnel" (KMP) means

(i) Chief Executive Officer or the Managing Director or the Manager (ii) CompanySecretary (iii) Whole-time Director (iv) Chief Financial Officer and (v) Such otherofficer as may be prescribed.

"Nomination and Remuneration Committee" shall mean a Committee of Boardof Directors of the Company constituted in accordance with the provisions of Section 178of the Companies Act 2013 and the SEBI (LODR) 2015.

"Policy or This Policy" means "Nomination and RemunerationPolicy."

"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.

"Senior Management" mean personnel of the Company who are members of itscore management team excluding Board of Directors. This would include all members ofmanagement one level below the executive directors including all the functional 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.


The Policy ensures 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 appropriateperformance benchmarks and

- Remuneration to Directors Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.


The role of the Committee inter alia will be the following:

a) To formulate a criteria for determining qualifications positive attributes andindependence of a 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 and SeniorManagement.

f ) To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

g) Ensure 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 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 be continued unless terminated by the Board ofDirectors.


a) Chairman 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 Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee could be present at the AnnualGeneral Meeting or may nominate some other member to answer the shareholders' queries.


The meeting of the Committee shall be held at such regular intervals as may berequired.


a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.


a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.


Appointment criteria and qualifications:

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. Providedthat the term of the person holding this position may be extended beyond the age ofseventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.

Term / Tenure:

1. Managing Director/Whole-time Director/Manager (Managerial Person):

- The Company shall appoint or re-appoint any person as its Managerial Person 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 reappointment 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 terms 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 1October 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 Boards on which such Independent Director Serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed 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 rulesmade there under or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management subject to the provisions and compliance of the said Act rules 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 retain the Director KMP Senior Management in the same position /remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.



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 provisions of the Companies Act 2013 and the rules made there under for thetime being in force.

3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Person. Increments will be effective from the dateof reappointment in respect of Managerial Person and 1st April in respect of otheremployees of the Company.

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 onsuch insurance shall not be treated as part of the remuneration payable to any suchpersonnel. Provided that if such person is proved to be guilty the premium paid on suchinsurance shall be treated as part of the remuneration.

Remuneration to Managerial Person KMP and Senior Management:

1. Fixed pay: Managerial Person KMP and Senior Management shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee in accordance with the statutory provisions of the Companies Act 2013 and therules made there under for the time being in force. The break-up of the pay scale andquantum of perquisites including employer's contribution to P.F pension scheme medicalexpenses club fees etc. shall be decided and approved by the Board on the recommendationof the Committee and approved by the shareholders and Central Government whereverrequired.

2. Minimum Remuneration: If in any financial year the Company has no profits or itsprofits are inadequate the Company shall pay remuneration to its Managerial Person inaccordance with the provisions of Schedule V of the Companies Act 2013 and if it is notable to comply with such provisions with the prior approval of the Central Government.

3. Provisions for excess remuneration: If any Managerial Person draws or receivesdirectly or indirectly by way of remuneration any such sums in excess of the limitsprescribed under the Companies Act 2013 or without the prior sanction of the CentralGovernment where required he / she shall refund such sums to the Company and until suchsum is refunded hold it in trust for the Company. The Company shall not waive recovery ofsuch sum refundable to it unless permitted by the Central Government.

Remuneration to Non-Executive / Independent Director:

1. Remuneration / Commission: The remuneration / commission shall be in accordance withthe statutory provisions of the Companies Act 2013 and the rules made there under forthe time being in force.

2. Sitting Fees: The Non- Executive / Independent Director may receive remuneration byway of fees for attending meetings of Board or Committee thereof. Provided that the amountof such fees shall not exceed the maximum amount as provided in the Companies Act 2013per meeting of the Board or Committee or such amount as may be prescribed by the CentralGovernment from time to time.

3. Limit of Remuneration /Commission: Remuneration /Commission may be paid within themonetary limit approved by shareholders subject to the limit not exceeding 1% of the netprofits of the Company computed as per the applicable provisions of the Companies Act2013.

5. Stock Options: An Independent Director shall not be entitled to any stock option ofthe Company.


Proceedings of all meetings 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.


Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.

Annexure - F

Disclosure pursuant to section 197(12) of The Companies Act 2013 read with rule 5 ofcompanies (appointment and remuneration of managerial personnel) rules 2014.

The Information required under section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is as below: I. The percentage increase in remuneration of each director ChiefFinancial Officer Company Secretary or Manager if any in the financial Year 2018-2019the ratio of the remuneration of each director to the median remuneration of the employeesof the Company for the financial year 2018-2019 and Comparison of the remuneration of theKey Managerial Personnel against the Performance of the Company are as under:

Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for FY 2018-2019 (Rs. in lakhs) % Increase in Remuneration of Director/ KMP in FY 2018-2019 Ratio of Remuneration of each Director to median of remuneration of employee Comparison of the remuneration of the KMP against the performance of the Company
1 Keshav Kantamneni 120.00 71.00% 12.40 : 01 The Company has posted net revenue of Rs.504.80 crs on a consolidated basis which is 24.94% higher than the FY 2017-18. The PAT also increased from Rs.32.90 crs to Rs.39.50 crs an increase of 20.06%.
2 Srinivasan Sethuraman 67.50 Nil 6.97 : 01
Managing Director
3 B V M Sarma Joint 99.87 Not applicable since he is appointed during the year 15.49 : 01
Managing Director
4 Umesh P Rao Joint 150.00 Nil 15.49 : 01 Keeping in mind the Company's performance upcoming operation and industry standard the remuneration of Directors & KMP is justifiable
Managing Director
5 Narendra Kumar Jain 66.00 Nil 6.82 : 01
Chief Financial Officer
6 Raghuram Nath 39.70 5.77% 4.10 : 01
Company Secretary

Mr. Muraarie Rajan finance professional was appointed as Director Strategy Non-Boardwho draws a salary more than Rs.8.5 lakhs per month and his appointment was upto 31stDecember 2018.

#The Non-Executive & Independent Directors are paid by way of sitting fee as perthe Nomination and Remuneration Policy. Therefore the ratio of Remuneration andpercentage of increase in remuneration is not considered for the above purpose.

II. The percentage increase in the median remuneration of employees for the financialyear 2018-19 is not ascertainable since employees' number has been reduced from 30 to 12and there is various resignation/appointment/re-appointment were made during the year. Themedian of remuneration is Rs.80655/-pm.

III. The number of permanent employees on the rolls of company as on 31.03.2019 is 12.

IV. The explanation on the relationship between average increase in remuneration andcompany performance: Not applicable

V. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies:

Particulars As at 31st Mar 19 As at 31st Mar 18* Variation %
Closing rate of share at BSE (In Rs.) 39.40 376.80 -47.72
EPS (In Rs.) 1.21 6.23 -2.89
Market Capitalization (Rs. in lakhs) 65606.00 90082.33 -27.17
Price Earnings Ratio 32.57 60.48 -46.07

*The figures are based on face value of shares of H10/- each

VI. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averageincrease in salaries of employees other than managerial personnel in 2018-19 is notascertainable since employees' number has been reduced from 30 to 12 and there is variousresignation/appointment/re-appointment were made during the year.

VII. The key parameters for any variable component of remuneration availed by thedirectors: Not applicable.

VIII. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: Not applicable IX. Affirmation that the remuneration is as perthe remuneration policy of the Company: The Company affirms that remuneration is as perthe Nomination and Remuneration policy of the Company.

Annexure - H

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

Pursuant to Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014


(i) The Company along with its subsidiary continuously improving its constructionactivities manufacturing process and efficiency at its all project places plant andoffices and continues in its endeavor to improve energy conservation and utilization. Someof the measures taken are as follows:

a) Regulators were installed to reduce pressure of compressed air

b) Installation of Energy Efficient Drive

c) Human factor management

d) Fuel selection

e) Fuel handling and storage

f ) Fuel combustion

g) Time to time maintenance of machine

h) Renovation / replacement of existing plants and etc.

Your Company will continue to monitor and control overall energy expenses in relationto the growth in the scale of operations.

(ii) Capital Investment on energy conservation equipment: NIL

(iii) Impact of energy conservation measures:

Energy conservation measures undertaken by the Company have resulted in savings inpower cost which ultimately resulted into overall cost savings of the Company.


(i) The efforts made by the Company towards technology absorption:

a) Company on continuous basis modifies and upgrades the construction/manufacturing /parameters which resulted into cost effectiveness better productivity in terms ofquantity without compromising quality of the products.

b) Development of new process products design concept and processes at regularintervals.

c) Company has undertaken in house R&D activities to improve the quantity andquality of products.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: The Company has derived various benefits from new and improvedtechnology and R&D activities i.e. Product (quality) improvement reduced cost offinal products Reduction in process time Conservation of energy Smooth processingconservation of environment Increase in customer base Increase in the brand value ofCompany etc.

(iii) Imported Technology (imported during the last 3 years reckoned from the beginningof the financial year): The Company has not imported any technology during the last threeyears

(iv) Expenditure on R & D: Nil


Earning Nil and outflow is Rs.4211489/-.

For and on behalf of the Board of Directors
Place: Chennai Keshav Kantamneni
Date: August 14 2019