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Vidli Restaurants Ltd.

BSE: 539659 Sector: Services
NSE: N.A. ISIN Code: INE564S01019
BSE 00:00 | 20 Feb 11.23 1.87
(19.98%)
OPEN

11.23

HIGH

11.23

LOW

9.05

NSE 05:30 | 01 Jan Vidli Restaurants Ltd
OPEN 11.23
PREVIOUS CLOSE 9.36
VOLUME 35000
52-Week high 26.60
52-Week low 6.25
P/E 18.41
Mkt Cap.(Rs cr) 5
Buy Price 9.10
Buy Qty 1000.00
Sell Price 11.23
Sell Qty 1000.00
OPEN 11.23
CLOSE 9.36
VOLUME 35000
52-Week high 26.60
52-Week low 6.25
P/E 18.41
Mkt Cap.(Rs cr) 5
Buy Price 9.10
Buy Qty 1000.00
Sell Price 11.23
Sell Qty 1000.00

Vidli Restaurants Ltd. (VIDLIRESTAURANT) - Director Report

Company director report

To

The Members

Vidli Restaurants Limited

Your Directors are pleased to present the 11 Annual Report together with the AuditedFinancial Statement of the Company for the year ended 31 March 2018.

FINANCIAL SUMMARY

The financial summary for the year under review is as below:

(Amount in Rs.)
Particulars Year ended March 31 2018 Year ended March 31 2017
Total Income 55027947 62123919
Profit Before Interest Depreciation & Taxation 3415819 10074824
Less: Interest and Finance Charges (net) 564951 -
Less: Depreciation 1422459 600843
Profit Before Tax 1428409 9473981
Less: Provision for current tax 202000 3179077
Add: MAT Credit Entitlement 198000 -
Add / (Less): Deferred tax 57240 (97537)
Profit After Tax 1481649 6197367
Less: Proposed Dividend / Interim Dividend including tax on dividend - 2618022
Add / (Less) : Surplus Brought Forward from previous year 5072153 1492808
Transfer to reserves NIL NIL
Balance carried to Balance Sheet 6553802 5072153

STATE OF THE COMPANY'S AFFAIRS

During the year under review your Company registered turnover of Rs.49147462/- ascompared to Rs. 56065557/- in the previous year. Further the Company has earned profitbefore tax of Rs. 1428409/- as compared to Rs. 9473981/- in the previous year.

The Company's business is that of Hospitality. The core business of the Company is togrant franchises under the Trade Mark "Vithal Kamats"/ "Kamats" torestaurants for serving hygienic and standardized vegetarian food. The franchising of therestaurants is arranged under 3 (three) models i.e. family dining food court and VidliVada! by Kamats (Kiosk). Your Company has developed a new concept of Vidli Vada! which isa kiosk model in malls in which novel variety of vadas idlis exotic southern Indianitems and quick bites are served. Selection of food gravies sweets is also under processof being introduced for enhanced menu and dine-in experience.

In addition the Company is exploring new models and brands to be developed to cater tothe urban demand which has different requirement from the existing highway restaurants.

The Company has range of franchise outlets located majorly at National and Statehighways. As on March 31 2018 there were 49 Franchise outlets in operations. In view ofnon implementation of the prescribed standards low sales/ high expenditure 8 franchiseunits of the Company were closed during the financial year ended March 31 2018.

During the year under review there has been no change in the nature of the business ofthe Company. Further there were no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner.

The Board of the Company at regular intervals monitors the financial operationallegal risk to the Company. There is no risk which in the opinion of the Board maythreaten the existence of the Company.

The internal financial controls are adequate and are monitored at regular intervals.

DIVIDEND

In order to reserve the resources of the Company and for long term requirement offunds the Board of Directors has not recommended any dividend for the financial yearended March 31 2018.

SHIFTING OF REGISTERED OFFICE ADDRESS

To have better office facility the registered office address of the Company wasshifted from Office No. 704 7th Floor Jai Antariksh Makwana Road Marol Andheri(East) Mumbai 400059 to Office No. 501 5th Floor Jai Antariksh Makwana Road MarolAndheri (East) Mumbai 400059 w.e.f. 15 September 2017.

USE OF PROCEEDS

The entire proceeds from the issue of the Company vide prospectus dated 28 January2016 have been utilized for the objects of the issue as stated in the prospectus dated 28January 2016. There was no deviation or variation in the utilization of proceeds from theobjects stated in the prospectus.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 73 and 76 ofthe Companies Act 2013 and Rules made there under at the beginning of the year. TheCompany has not invited or accepted deposit during the year and there was no deposit whichremained unpaid or unclaimed at the end of the financial year March 31 2018.

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

As on 31st March 2018 the Company did not have any subsidiaries/ joint venturescompanies/ associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mr. Kurian Chandy was appointed as an Additional Director by the Boardof Directors pursuant to Section 161 of the Companies Act 2013 to hold the office ofNon-Executive Non-Independent Director of the Company w.e.f 5 May 2017 until the date of10 Annual General Meeting.

The appointment of Mr. Kurian Chandy as Non-Executive Non-Independent Director of theCompany was regularized at the 10 Annual General Meeting of the Company held on Friday 29September 2017 pursuant to the provisions of Section 152 and 161 of the Companies Act2013.

During the year Ms. Payal Barai resigned from the post of Company Secretary andCompliance Officer of the Company w.e.f. 29 May 2017 and Ms. Vibha

D. Mehta was appointed as the Company Secretary and Compliance Officer of the Companyw.e.f. 24 August 2017.

As per Section 152(6) of the Companies Act 2013 Mr. Kurian Chandy retires by rotationand being eligible offers himself for re-appointment as the Director of the Company.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:
Sr. No Name Nature of Directorship
1 Mr. Ramnath Pradeep Chairman and Independent Director
2 Ms. Vidhi V. Kamat Managing Director
3 Mr. Arun Jain Independent Director
4 Mr. Kurian Chandy (w.e.f. 5 May 2017) Non-Executive Non-Independent Director
Audit Committee:
Sr. No Name Nature of Directorship
1 Mr. Ramnath Pradeep Chairman
2 Mr. Kurian Chandy (w.e.f. 5 May 2017) Member
3 Mr. Arun Jain Member
Nomination and Remuneration Committee:
Sr. No Name Nature of Directorship
1 Mr. Arun Jain Chairman
2 Mr. Ramnath Pardeep Member
Mr. Kurian Chandy (w.e.f. 5 May 2017)
Stake Holders Relationship Committee:
Sr. No Name Nature of Directorship
1 Mr. Arun Jain Chairman
2 Mr. Kurian Chandy (w.e.f. 5 May 2017)
3 Ms. Vidhi V. Kamat Member

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2017-18 5 (five) meetings of the Board of Directors wereheld on 5 May 2017 27 May 2017 24 August 2017 13 November 2017 and 10 March 2018.

The details of attendance of Board Meetings by the directors are as under:

Name of the Director
Dates of Board Meeting Mr. Ramnath Pradeep Ms. Vidhi V. Kamat Mr. Arun Jain Mr. Kurian Chandy (w.e.f. 5 May 2017)
5 May 2017 Yes Yes Yes Yes
27 May 2017 Yes Yes Yes Yes
24 August 2017 Yes Yes Yes Yes
13 November 2017 Yes Yes Yes Yes
10 March 2018 Yes Yes Yes Yes

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from Mr. Arun Jain and Mr. Ramnath PradeepIndependent Directors of the Company as required under Section 149(7) of the CompaniesAct 2013 to the effect that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013 and that they will abide by the provisions specified inSchedule IV to the Companies Act 2013. The Board has taken on record the declarationsreceived from Mr. Arun Jain and Mr. Ramnath Pradeep.

EVALUATION

The formal evaluation of the Board as a whole Independent and Non-Independent Directorof the Company was done at the respective meetings of Independent Directors and Board ofDirectors each held on 10 March 2018.

The performance of Non-Executive Independent Director was evaluated on the criterialike endeavor to understand the nature and role of Independent Director rendering adviceto management providing recommendations professionally as per domain knowledge andexperience heading the Committees constituted by the Board participation includingattendance in Board Meetings/ Committee Meetings maintenance of confidentiality ofinformation of the Company obtained in capacity of Independent Director initiative tomaintain integrity ethics and professional conduct initiative to check conflict ofinterest and maintenance of independence.

The evaluation of Non-Independent Directors was done mainly on factors likeparticipation and preparedness at Board/ Committee Meetings time and efforts devotedperformance and behaviour managing relationships with fellow Board members and seniormanagement knowledge of governance regulatory financial fiduciary and ethicalrequirements expression of views and acceptance of views of other Board Membersintegrity etc.

The evaluation of Board as a whole was done on factors like Board and Committeestructure/ composition diversity frequency of meeting dynamics and functioning of theBoard Board's role in Company's strategy and business plans at appropriate timemonitoring of policies transparency and timeliness of the information provided qualityof discussion/ perusal on agenda item interactions and communication with seniorexecutives financial reporting risk management and mitigations emphasis on corporategovernance initiatives taken to ensure regulatory compliance.

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has conducted Familiarization Programme to acquaint the IndependentDirectors of the Company inter alia about the nature of the industry in which the Companyoperates including the changes incurred during the financial year ended March 31 2018current business model of the Company roles rights responsibilities of IndependentDirectors.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act 2013 and Regulation 19 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has a Nomination and Remuneration Policy on Director's andSenior Management Employee's appointment and remuneration including criteria fordetermining their qualifications positive attributes independence and other prescribedmatters in place. The said policy is annexed as Annexure 'A' to the Board's Report. Thesaid policy is also posted on the website of the Company www.kamatsindia.com. Currentlyno compensation is paid to the Non-Executive Directors of the Company except for thesitting fees as per provisions of the Companies Act 2013.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has a duly constituted Internal Complaints Committee under and as per theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review no instance of compliant or report under the said Act wasregistered in any of the units including the head office of the Company.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns. The vigil mechanism provide for adequate safeguards againstvictimization of person who use Vigil Mechanism and also provide for direct access to theChairman of the Audit Committee.

The details of Vigil Mechanism are displayed on the website of the Companywww.kamatsindia.com

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

Following are the particulars of loans guarantees and investments under Section 186 ofthe Companies Act 2013 of the Company:

(A) Loans provided: (Amount in Rs.)
Name Opening Balance Amount of Loans Given During The Year Amount Of Repayment Closing Balance
1 Kamat Holiday Resorts (Silvassa) Limited 32365000 - 1300000 31065000

(B) Guarantees:

No Guarantees were given during the year under review.

(C) Investments made:

(Amount in Rs.)
Nature of Investments Opening Balance Amount Invested during the year Amount Redeemed Closing Balance
Mutual Funds Equity Shares Bonds and Fixed Deposits with Banks 14626927 22936988 29706370 7857545

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SUB SECTION(1) OF SECTION 188 OF THE COMPANIES ACT 2013

The particulars of contract or arrangement in Form AOC-2 as required under Section134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014is annexed to this Board Report as Annexure 'B'. The Company does not have any holding orsubsidiary company. Hence the disclosure under A of Schedule V read with Regulation 34(3)of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable.

PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and inreceipt of remuneration aggregating to Rs. 10200000/- p.a. or more or who was employedfor part of the year and in receipt of remuneration aggregating to Rs. 850000/- p.m. ormore.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

The details related to employees and their remuneration as required under Section197(12) and Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are mentioned in Annexure 'C' to this Board's Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act 2013 the Directors hereby confirm:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directorsmade judgments 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 2018 and of the profit ofthe Company for the financial year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities to the best of the Directors' knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

5. That internal financial controls have been laid down and are followed by theCompany and the said internal financial controls are adequate and are operatingeffectively and;

6. That proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.

It is hereby declared that during the year 2017-18 the Company has complied with theSecretarial Standards as amended and applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy

(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilizing alternate sources of energy;
(iii) the capital investment on energy conservation equipment.

B) Technology Absorption

The efforts made towards technology absorption; The activities of the Company at present do not involve technology absorption and research and development.
(ii) the benefits derived like product improvement cost reduction product development or import substitution; NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - NIL
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development. NIL
C) Foreign Exchange Earning and Outgo
The Foreign Exchange earned in terms of actual inflows during the year; NIL
The Foreign Exchange outgo during the year in terms of actual outflows. Rs. NIL
(Previous year: Rs. 85604/-)

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year Number of shareholders who approached listed entity for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL NIL NIL NIL

Declaration that the voting rights on shares in the suspense account shall remainfrozen till the rightful owner of such shares claims the shares Not Applicable

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 as required under Section 134(3)(a) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is Annexed to this Board Report as Annexure 'D'.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as Annexure 'E' of this Board's Report.

STATUTORY AUDITOR

M/s. P. D. Saraf & Co. Chartered Accountants Mumbai were appointed as theStatutory Auditors of the Company at the 9 Annual General Meeting for a period of fiveconsecutive years. The appointment of Statutory Auditors is proposed to be ratified by themembers. The Directors recommend the ratification of appointment of M/s. P. D. Saraf &Co. Chartered Accountants Mumbai as the Statutory Auditors of the Company.

SECRETARIAL AUDITOR

M/s. Pooja Sawarkar and Associates Practicing Company Secretary Mumbai was appointedas the Secretarial Auditor of the Company for the Financial Year 2017-18.

In terms of Section 204(1) of the Companies Act 2013 a Secretarial Audit Report isannexed as Annexure 'F' of this Board's Report.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of Corporate Governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence noCorporate Governance Report is disclosed in this Annual Report. Although the Companyfollows major of the provisions of the Corporate Governance voluntarily.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) and 135(5) of the Companies Act 2013 regardingconstitution of Corporate Social Responsibility (CSR) Committee and spending of at least2% of average net profit are not applicable to the Company.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during theentire financial year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole heartedco-operation extended by all concerned particularly Company's bankers BSE Limited theGovernment of Maharashtra the Central Government suppliers clientele and the staff ofthe Company and look forward to their continued support. The Directors also thank themembers for continuing their support and confidence in the Company and its management.

On behalf of the Board of Directors
Vidli Restaurants Limited
Ramnath Pradeep Vidhi V. Kamat
Place: Mumbai Chairman and Independent Director Managing Director
Date: 12 May 2018 DIN: 02608230 DIN: 07038524

ANNEXURE 'A' TO THE BOARD'S REPORT

NOMINATION AND REMUNERATION POLICY

Introduction:

In pursuance of the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial

Personnel (KMP) and employees of the Company to harmonize the aspirations of humanresources consistent with the goals of the Company and in terms of the provisions of theCompanies Act 2013 this policy on nomination and remuneration of Directors KeyManagerial Personnel and Senior Management has been formulated.

Objective and purpose of the Policy:

To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non- Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

To determine remuneration based on the Company's size and financial position and trendsand practices on remuneration prevailing in peer companies.

To carry out evaluation of the performance of Directors as well as Key Managerial andSenior Management Personnel.

To provide them reward linked directly to their effort performance dedication andachievement relating to the Company's operations.

To retain motivate and promote talent and to ensure long term sustain ability oftalented managerial persons and create competitive advantage.

In the context of the aforesaid criteria the following policy has been formulated bythe Nomination and Remuneration Committee.

Effective Date:

This policy shall be effective from 1 January 2016.

Definitions

Board means Board of Directors of the Company.

Directors mean Directors of the Company.

Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.

Company means Vidli Restaurants Limited.

Independent Director means a director referred to in Section 149(6) of theCompanies Act 2013.

Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director;

(ii) Whole-time Director;

(iii) Chief Financial Officer;

(iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutory provisions /regulations.

Senior Management means personnel of the Company occupying the position of ChiefExecutive Officer (CEO) if any of any unit / division or Vice President if any of anyunit / division of the Company.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.

Applicability

The Policy is applicable to

Directors (Executive and Non Executive)

Key Managerial Personnel

Senior Management Personnel

General

This Policy is divided in three parts: Part A covers the matters to be dealt with andrecommended by the Committee to the Board Part B covers the appointment and nominationand Part C covers remuneration and perquisites etc.

PART - A

MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE

The Committee shall:

Formulate the criteria for determining qualifications positive attributes andindependence of a director.

Identify persons who are qualified to become Director and persons who may be appointedin Key Managerial and Senior Management positions in accordance with the criteria laiddown in this policy.

Recommend to the Board appointment and removal of Director KMP and Senior ManagementPersonnel.

PART - B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

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 is sufficient /satisfactory for the concerned position.

3. 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 based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

Term / Tenure:

1. Managing Director/Whole-time Director:

- The Company shall appoint or re-appoint any person as its Executive ChairmanManaging Director 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.

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.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

Removal:

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 Personnel subject to the provisions and compliance of the said Actrules and regulations.

Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position/ remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

PART - C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL

General:

1. The remuneration/ compensation/ commission etc. to the Whole-time Director KMP andSenior Management Personnel will be determined by the Committee based on the performanceexperience and expertise and will be recommended to the Board for its approval. Theremuneration/ compensation/ commission etc. shall be subject to the prior/ post approvalof the shareholders of the Company and Central Government wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage/ slabs/ conditions laid down in the Articles of Associationof the Company and as per the provisions of the Companies Act 2013 and the rules madethere under.

3. Increments to the existing remuneration / compensation structure based on theperformance may be recommended by the Committee to the Board which should be within theslabs approved by the Shareholders in the case of Whole-time Director.

4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

Remuneration to Whole-time/ Executive/ Managing Director KMP and Senior ManagementPersonnel:

1. Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.

2. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

Remuneration to Non- Executive/ Independent Director:

1. Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade there under.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

3. Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

ANNEXURE 'C' TO THE BOARD'S REPORT

DISCLOSURES REGARDING REMUNERATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

i. Ratio of the remuneration of each director to the median remuneration of theemployees of the Company

Managing Director Ratio to median remuneration of the employees
Vidhi V. Kamat : median remuneration 1 : 0.92

ii. Percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year Thereis no increase in remuneration of director Chief Financial Officer and Company Secretary.

iii. Percentage increase in the median remuneration of employees in the financial year47.62%.

There was no increase in the salaries of any employees of the Company. The percentageincrease in the median remuneration of employee is due to change in number of employeesand consequently the median employee thereof.

iv. Number of permanent employees on the rolls of company

As on 31 March 2018 there are total 37 employees on the pay roll of the Company out ofwhich 3 are Key Managerial Personnel.

v. Average percentile increase already made in the salaries of employees other than themanagerial 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 There was noincrease in the salaries of any employees of the Company.

vi. Key parameters for any variable component of remuneration availed by the directors

There are no variable components in remuneration to the Directors.

vii. Affirmation that the remuneration is as per the remuneration policy of the company

Yes Affirmed.