Atishay Ltd Directors Report.

TO,

THE MEMBERS

ATISHAY LIMITED

Your Directors have pleasure in presenting the 18th (Eighteenth) Annual Report of Atishay Limited together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

(_ In Lakhs)
Particulars 2017-18 2016-17
Total Income 2389.79 2199.07
Total expenses 1982.38 1731.80
Profit before tax 407.42 467.27
Tax Expenses 104.50 140.56
Profit after Tax (PAT) 302.92 326.71
Other Comprehensive Income (0.32) (0.23)
Total Comprehensive Income for the year 302.60 326.48

REVIEW OF THE OPERATIONS OF THE COMPANY:

During the financial year ended 31st March 2018, your Company has recorded total Income of _ 2389.79 Lakhs as against _ 2199.07 Lakhs during the previous financial year 2016 -17. The total comprehensive income for the year under consideration remained at _ 302.60 Lakhs as against _ 326.48 Lakhs during the previous financial year 2016-17.

DIVIDEND

In continuation of earlier trend of declaring dividend and keeping in mind the overall performance and the outlook of your Company, the Directors are pleased to recommend for approval of the members, at the ensuing Annual General Meeting, a final dividend of 0.60/- per share for the financial year 2017-18 .

The Final Dividend, subject to the approval of Members at the Annual General Meeting to be held on July 24th, 2018, will be paid to the Members whose names appear in the Register of Members, as on the cut o_ date / Record Date, i.e.17th July,2018 .

TRANSFER TO RESERVE

Your Directors proposed to transfer _ 181.56 Lakhs to the General Reserve out of the profits available with the Company for appropriations.

UNCLAIMED DIVIDEND / SHARES

Pursuant to Section 124 (5) & (6) of the Companies Act, 2013, the Company is not having any unclaimed or unpaid dividends as well as resulting shares thereon for a period exceeding 7 years, liable to be transferred to the Investors Education and Protection Fund.

NUMBER OF BOARD MEETINGS HELD

Total 5 meetings of the Board were held during the year and gap between two Board Meetings does not exceed 120 days.

CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

SHARE CAPITAL

During the year there is no Change in share capital of the Company.

INDIAN ACCOUNTING STANDARD

These financial statements for the year ended March 31, 2018 are the first financials with comparatives, prepared under Ind AS. For all previous periods including the year ended March 31, 2017, the Company had prepared its financial statements in accordance with the accounting standards notiffed under Companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as ‘Previous GAAP) used for its statutory reporting requirement in India.

The accounting policies are applied consistently to all the periods presented in the financial statements, including the preparation of the opening Ind AS Balance Sheet as at April 1, 2016 being the date of transition to Ind AS.

STATE OF COMPANY AFFAIRS:-

We are a technology driven Company, focusing on creating Indias largest network of last-mile retail points-of-sale, delivering e-Governance to the unserved rural, semi-urban, and urban markets. Being the largest systems integrator for key government projects, we enable the Central and State governments to deliver e-Governance services to every citizen – more a_ordably and more efficiently than ever before.

We are a CMM Level 3, an ISO/IEC 27001:2005 and ISO 2008:2015 certiffed data management and IT Solution Company. Our strengths lie in providing technology driven business solutions, enabling our clients to achieve their strategic goals.

During the year the Company has capitalized its established track record of handling Government projects and captured additional markets thereby increasing geographical presence in order to deliver added value to our customers. Maxidoo, a Hotel (ERP) software, is a project which is getting developed facilitates the Hotels in managing inventory, maintaining staff control, improving service efficiency, optimizing costs and in reducing manpower dependency.

A detailed analysis of the same is available in the Management discussion and Analysis Report forming a part of Annual Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES UNDER SECTION 186

The Company has not granted any loan, guarantee, or made any investments during the year ended 31st March 2018 under Section186 of the Companies Act, 2013 and Rule made there under. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to Audit Committee.

HUMAN RESOURCES INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisations growth and its sustainability in the long run.

NOMINATION & REMUNERATION POLICY OF THE COMPANY

The Companys policy relating to remuneration of Directors, Key Managerial Personnel and other Employees is given in Annexure A. The policy is also displayed on Website of the Company at www.atishay.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION 188(1)

All transactions entered with Related Parties for the year under review were entered on arms length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder were not attracted. The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014 and the same is annexed to the Boards Report as Annexure-B.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arms length.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report on the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

The Members of the Company had appointed M/s B. M Parekh, Chartered Accountants, Mumbai (Registration no. 107448W), as the Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 17th Annual General Meeting held on 19th July,2017 till the conclusion of 22nd Annual General Meeting of the Company.

AUDITORS REPORT

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

SECRETARIAL AUDITORS REPORT

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 has appointed/s Prajakta V. Padhye & Co., Practicing Company Secretary, Dombivali, to undertake the Secretarial Auditor of the Company for the Year-2017-18.

Secretarial Audit Report for the Financial Year 2017-18 as issued by M/s Prajakta V. Padhye & Co., Practicing Company Secretary, Dombivali in Form MR-3 is annexed to the Boards Report as Annexure –C which is self-explanatory and do not call for any further explanation of the Board.

BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including Woman Directors. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board are convened as may be necessary for proper management of the business operations of the Company. Separate meeting of Independent Directors is also held at least once in a year to review the performance of Non-Independent Directors, the Board as a whole and the Chairman. The details pertaining to the composition, terms of reference. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

Information available for the members of the Board:-

The Board has complete access to any information within the Company. The Company has provided inter alia following information and discussed the matters:

• Financial results of the Company,

• Minutes of meetings of the Board and Committee Meetings

• Quarterly and Yearly Compliance reports

• Disclosures received from Directors;

• Related party transactions;

• Regular business updates;

• Report on action taken on last Board Meeting decisions;

• Various Policies of the Board;

• Code of Conduct for the members of the Board;

BOARD EVALUATION:

The provision of sec. 149(8) of Companies Act, 2013 states that formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including Independent Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

a) Directors

Your Company has Seven (7) Directors of which Two (2) are Executive, One (1)Non-Executive and Four (4) are Independent Directors as on 31stMarch, 2018.

b) Independent Directors

In terms of the definition of ‘Independent Directors as prescribed under Regulation 16 (1) (b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, to the efiect that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Ajay Mujumdar

2. Mr. Arvind Vishnu Lowlekar

3. Mr. Kavindra Singh

4. Mrs. Poonam Agrawal

c) Managing Director and Whole-time Director

• During the year, Mr. Akhilesh Jain continued to remain as the Chairman & Managing Director of the Company.

• During the year, Mr. Archit Jain continued to remain as the Whole-time Director of the Company.

d) Appointment/Resignation of Director and Key Managerial Personnel

• During the year, Miss Iti Tiwari and Mr. Arjun Singh Dangi continued to remain as the Company Secretary & Compliance Officer and as the Chief Financial Officer of the Company.

e) Retire by Rotation

Mrs. Rekha Jain, Non -Executive Director of the Company will retire by rotation at the 18th Annual General Meeting in pursuance of the provisions of Section 152 of the Companies Act, 2013 and being eligible has ofiered herself for the re-appointment at the 18th Annual General Meeting.

Further details as required under the provisions of Regulation 36 (3) of Listing Regulation about the Director seeking re-appointment in the ensuing Annual General Meeting are annexed to the Notice of 18th Annual General Meeting which is being sent to the Members along with the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with speciffic areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day a_airs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

Mandatory Committees:-(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations. All the members of the committee are financially literate and Mr. Arvind V Lowlekar, Chairman of the Committee is an Independent Director and possesses financial expertise. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

(B) Stakeholders Relationship Committee

Stakeholders Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013.The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

(C) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the committee are Independent Directors. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In terms of the section 177(9) of companies act, 2013 and rules framed there under, your Company has established a ‘Whistle Blower Policy and Vigil Mechanism for directors and employees which provides a channel to the employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities.

PREVENTION OF INSIDER TRADING:

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the link: http://atishay.com/investors/Policies/Insider-Trading-Policy.pdf.

SEXUALHARASSMENTOFWOMENATWORKPLACE(PREVENTION,PROHIBITIONANDREDRESSAL)ACT,2013(SHWWA):

Atishay quest for competitive excellence consists of its commitment to lawful and ethical conduct and adherence to its values. Integrity, honesty and respect for people remain some of its core values. Your Company is committed to providing a work environment that is professional and mature, free from animosity and one that reinforces our value of integrity that includes respect for the individual. The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with efiectively and appropriately.

RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensure adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Companys risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Companys Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organizations objectives, assessing the terms of likelihood and Magnitude of impact and determining response strategy.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is attached as Annexure-D, to this report.

CORPORATE GOVERNANCE

Your Company strives to ensure that best corporate governance practices are identiffed, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. Your Directors reafirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. The Company presents a statement of all related party transactions before the Audit Committee. A detailed report on Corporate Governance forms an integral part of Annual Report and is set out as separate section therein.

The appended report does not contain any qualiffication, reservation or adverse remarks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no signifficant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company future operations.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company and hence the provisions of the same are not applicable to the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2018 to the date of signing of the Boards Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014:

A. Conservation of Energy:

While continuing to believe in philosophy of Energy saved is Energy produced, adequate measures commensurate with the business operations have been taken to reduce and conserve the energy consumption by utilizing energy efficient equipment whenever required.

B. Technology Absorption:

Research and Development (R&D): Nil

Technology absorption, adoption, and innovation: Nil

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria as mentioned in the Section 135 of the Companies Act, 2013 and rules made thereof which speciffes the requirement of forming the Corporate Social Responsibility Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, Directors of your Company state and confirm that:

a. In the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a_airs of the Company as at March 31, 2018 and of the profit and loss of the Company for year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efiectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efiectively.

ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median employees remuneration and other details in terms of section 197 of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 are annexed as Annexure—E which forms part of this report. During the financial year 2017-18, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under section 197(12) of the act read with rule 5(2) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

CAUTIONARY NOTE

Statements in this boards report and management discussion and analysis describing the companys objectives, projections, estimates, expectations, or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.

For and on behalf of the Board

of Atishay Limited

Akhilesh Jain

Chairman & Managing Director

DIN: 00039927

Date: 25.05.2018

Place: Bhopal

1. Preamble

The Company already constituted Remuneration Committee comprising of three non-executive Independent Directors as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Committee and the Policy is formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Applicability

This policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of Atishay Limited .

3. Objectives

This policy is framed with the following objectives:

i. To guide the Board in relation to the appointment and removal of Directors, Key Managerial Personnel, Senior Management and other Staff .

ii. To evaluate the performance of members of the Board and provide necessary report to the Board for further evaluation.

iii. To attract, retain and motivate the Senior Management including its Key Managerial Personnel and other staff , evaluation of their performance and provide necessary report to the Board for further evaluation.

iv. The relationship of remuneration with performance is clear and meets appropriate performance Benchmarks.

v. To recommend the Board on Remuneration payable to the Directors, Key Managerial Personnel, Senior Management and other staff

vi. To promote and develop a high performance workforce in line with the Company strategy.

vii. To lay down criteria and terms and conditions with regard to identifying persons who are Qualiffed to become Director (Executive & Non- Executive/ Independent/Nominee) and persons who may be appointed in Senior Management, Key Managerial Personnel and determine their remuneration.

4. Remuneration Committee

Constitution of the Nomination and Remuneration Committee:

The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it consistent with the Companys policy and applicable statutory requirement.

At present, the Nomination and Remuneration Committee comprises of following Directors:

Name of Director Category Position in Committee
Mr. Arvind V. Lowlekar Non-Executive and independent director Chairman
Mr. Kavindra Singh Non-Executive and independent director Member
Mrs. Poonam Agrawal Non - Executive and independent director Member

The terms of reference for the Remuneration committee include:

• Review the criteria of payment of Managerial remuneration.

• Review Managerial remuneration and recommend revision in the remuneration to the Board.

5. Remuneration to Directors

The Managing Director gets a monthly salary, perquisites and performance pay as per the policies of the Company. In the event of the Managing Director desiring to leave the service of the Company, he shall give to the Company 6 months notice. The Company may, at its sole discretion, relieve the Managing Director of his duties any time by giving 6 months notice.

The criteria for making payments to the Managing Director and Whole Time Director are:

1. Salary, as recommended by the Remuneration Committee and approved by the Board and the shareholders of the Company. Perquisites, retirement benefits and performance pay are also paid/provided in accordance with the Companys compensation policies, as applicable to all employees and the relevant legal provisions.

2. Remuneration paid to the Managing Director is determined keeping in view the industry benchmarks and Atishay Policies. Remuneration of the Managing Director is within the limits approved by the Board and shareholders.

The Remuneration to Non-Executive /Independent Directors: a. Remuneration / Profit Linked Commission:

The remuneration shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

b. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c. Stock Options:

Pursuant to the provisions of the Companies Act 2013, Managerial Personnel, KMP, Senior Management and an employee shall be entitled to any Employee Stock Options (ESOPs) of the Company.

6. The Criteria for making payment of Senior Management and other Staff

Key Principles of the Remuneration Policy While designing compensation for Key managerial personnel, senior management and other employees, the following set of principles act as guiding factors:

1. Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.

2. Minimize complexity and ensure transparency.

3. Link to long term strategy as well as annual business performance of the company.

4. Promotes a culture of meritocracy and is linked to key performance and business drivers.

5. Refiective of line expertise, market competitiveness so as to attract the best talent.

Remuneration of Key Managerial Personnel, Senior Management and other Staff :

a. The Remuneration to KMP, Senior Management and other staff will be determined by the Committee and recommended to the Board for approval.

b. The remuneration to be paid to Managerial Personnel shall be as per the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

c. KMP, Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employers

contribution

to P.F, pension scheme, medical expenses, etc. shall be decided and approved by the Board on the recommendation of the Committee.

d. If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Personnel in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of Board of Directors.

e. If any Managerial Personnel draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

f. Where any insurance is taken by the Company on behalf of its Managerial Personnel, KMP and Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

7. Monitoring, Evaluation and Removal

I. Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management and other staff on yearly basis.

Performance Management Process

The Performance Management Process [PMP] is at the heart of our approach to become a high performance culture, with a view to improving our capability to win and deliver business, rewarding achievement, and developing people to achieve their potential.

Within this individual employees and their direct reporting manager, would jointly perform following activities:

• Agree and set personal and assignment objectives

• Assess how well objectives are met – using measurement, feedback and evidence from a variety of sources

• Assess strengths and areas for development/ improvement

• Review personal career and development plans

• Plan career development with increase of remuneration in between 5% to 15% of annual salary. Increments if declared will be efiective from 1st April of each financial year subject to other necessary approvals from statutory authorities.

Removal:

The Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions of Companies Act, 2013, and all other applicable Acts, Rules and Regulations, if any.

II. Minutes of Committee Meeting:

Proceedings of all meetings must be minutes and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting. Minutes of the Committee meeting will be circulated at the subsequent Board meeting for noting.

8. Amendment to the Policy:

The Board of Directors on its own and / or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when deemed fit. In case of any amendment(s), clariffication(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clariffication(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the efiective date as laid down under such amendment(s), Clariffication, circular(s) etc.

9. Disclosure

The details of this Policy and the evaluation criteria as applicable shall be disclosed in the Annual Report as part of Boards Report therein or alternatively the same may be put up on the Companys website and reference drawn thereto in the Annual Report.