Gujarat NRE Coke Ltd Directors Report.

To

The Members,

The 30th Annual Report and the Audited Financial Results of your Company for the financial year ended March 31, 2017 alongwith the report on the business and its operations is being presented hereunder:

FINANCIAL RESULTS/HIGHLIGHTS (Rs. In crores)
2016-17 2015-16
Total Income (including other income) 546.39 836.16
Total Expenditure 768.50 1653.38
Profit/(Loss) before Interest, Depreciation and Tax (222.11) (817.22)
Less: (1) Finance Cost 393.89 293.54
(2) Depreciation 59.81 64.90
Profit/(Loss) before Tax and Exceptional Items (675.81) (1175.66)
Exceptional Items - -
Less: Provision for Taxation - (378.74)
Extraordinary Items - 22.42
Profit/(Loss) after Tax (675.81) (819.34)

REVIEW OF OPERATIONS

During the year under review, the Total Income from Operations (including other income) was Rs. 546.39 crores as compared to Rs. 836.16 crores in the previous year. The Company posted a net loss after tax of Rs. 675.81 crores, as compared to the net loss of Rs. 819.34 crores during the previous year.

DIVIDEND

No dividend was recommended during the year under review.

ISSUE OF EQUITY SHARES

The Company had allotted equity shares of Rs. 10/- each during the year under review as per the following details:-

Date of Allotment No. of shares Particulars
2 April, 2016 2,50,00,000 Issued to Promoter Group Entities at a premium of Rs. 2/- per share upon conversion of warrants
23 May, 2016 30,40,42,725 Issued to the shareholders of NRE Metcoke Limited and Bajrang Bali Coke Industries Limited (Transferor Companies) pursuant to amalgama- tion of the Transferor Companies with the Company
30 June, 2016 2,44,66,745 Issued to Lender at a premium of Rs. 1.03 per share upon conversion of debts

NON-CONVERTIBLE DEBENTURES

The NCDs outstanding at the end of the year under review amounted to Rs. 412.51 crores.

LISTING

Both the Equity Shares and "B" Equity Shares of your Company are listed at the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Non-convertible Debentures of the company (including Debentures issued under QIP) are listed at BSE Limited. The Foreign Currency Convertible Bonds (FCCBs) are listed at Singapore Exchange Limited (SGX)

BUSINESS PLAN - INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS

During the year under review, the Company had filed an application for initiation of Corporate Insolvency Resolution Process (CIRP) under Section 10 of the Insolvency and Bankruptcy Code, 2016 with the National Company Law Tribunal (NCLT), Kolkata Bench. The Honble NCLT, Kolkata admitted the said application vide its order dated 7th April, 2017 and ordered for initiation of CIRP in respect of the Company w.e.f 7th April, 2017. Further, pursuant to the said Order, Mr. Sumit Binani, having Registration Number IBBI/IPA-001/IP-N00005/2016-17/10025 was appointed as the Interim Resolution Professional (IRP) from the date of the said order. Subsequently, the Committee of Creditors (CoC) of the Company in its first meeting held on 5th May, 2017, decided to continue the appointment of Mr. Sumit Binani as Resolution Professional with respect to the CIRP of the Company.

As such, pursuant to the aforesaid order of the NCLT and in terms of the provisions of Section 17 of the Insolvency and Bankruptcy code, 2016, the powers of the Board of Directors of the Company stands suspended and is being exercised by the Insolvency

Resolution Professional. Hence, post 7th April, 2017, no meeting of the Board or its Committees could be convened.

This initiation of CIRP is an effort on part of the Company to chalk out a durable and successful revival plan in consultation with its creditors. The Resolution Professional shall also reach out to other resolution applicants for putting forward their resolution plans. The future business plans of the Company will be dependent on the outcome of the CIRP.

SUBSIDIARIES

The Company has two Indian wholly-owned subsidiaries: a. Manor Dealcom Pvt Ltd, and b. Huntervalley Coal Pvt Ltd

A report on the performance and financial position of each of the subsidiaries, as per the Companies Act, 2013 is provided a part of the financial statement and hence not repeated here for the sake of brevity.

CORPORATE GOVERNANCE

In compliance with the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance as on 31 March, 2017 and a Report on Management Discussions and Analysis, duly signed by the Chairman & Managing Director of the Company, are annexed hereto and forms part of this Report.

Chairman & Managing Director has certified to the Board with regard to the financial statements and other matters as required under Schedule V Part D of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the said certificate is also annexed hereto and forms a part of this Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Re-appointment of Chairman & Managing Director:

The term of appointment of Mr. Arun Kumar Jagatramka as the Chairman & Managing Director of the Company ended on 27th March, 2017. The Nomination and Remuneration Committee and the Board of Directors of the Company, at their respective meetings, approved the re-appointment of Mr. Arun Kumar Jagatramka as the Chairman & Managing Director of the Company for a period of 5 years with effect from 28th March 2017, subject to approval of the shareholders of the Company and such other approvals as may be required.

Confirmation of Appointment:

Mrs. Mona Jagatramka retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment in terms of the Articles of Association of the Company.

Changes in Directors and Key Managerial Personnel:

There has been no change in the Board of Directors of the Company during the year under review. On the recommendation of the Nomination and Remuneration Committee, Mr. Nitin Daga was appointed by the Board of Directors as the Chief Financial Officer (CFO) of the Company w.e.f 14 September, 2016.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Formal Annual Evaluation:

The Board evaluates the performance of the Board, its Committees and all individual Directors including Independent Directors every year. The evaluation process for the year under review could not be carried out in the current financial year as no board meeting has been held due to the ongoing CIRP of the Company.

Familiarization Programme:

The Company has a familiarization program of its Directors in place. The details regarding familiarization programmes have been uploaded on the website of the Company at http://www.gujaratnre.com/Policies.html#9.

Number of Board Meetings held:

The Board of Directors of the Company duly met 6 times during the financial year 2016- 17. The dates of such meetings were 29 May 2016, 14 September 2016, 19 September 2016, 10 December 2016, 11 February 2017 and 21 March 2017.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors have confirmed to the Resolution Professional the following in respect of the year under review: -

a) in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have 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 affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDITORS

The members had appointed M/s Nandy Halder & Ganguli, Chartered Accountants, as the Statutory Auditors of the Company at the 29 Annual General Meeting for a period of 5 years to hold office till the conclusion of 34 Annual General Meeting of the Company, subject to ratification by the shareholders every year. The ratification of their appointment for the financial year 2017-18 forms part of the notice convening the 30 Annual General Meeting of the Company. A written consent from M/s Nandy Halder & Ganguli, has been received along with a certificate that their appointment, if ratified, shall be in accordance with the conditions prescribed under Section 141 of the Companies Act, 2013 and Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS REPORT

The Statutory Auditors in their report to the Members, have given qualified opinion as below:

The company has incurred a net loss during the year ended March 31, 2017 and the current liabilities of the company as on 31.03.2017 are more than its current assets.

The company has filed petition before the National Company Law Tribunal (NCLT), Kolkata Bench u/s 10(1) of the Insolvency and Bankruptcy Code, 2016 to initiate corporate insolvency resolution process on the basis of resolution passed by the Board of Directors on 21.03.2017 to this effect.

The application for initiation of corporate insolvency resolution process has been admitted along with the proposal appointing an Interim Resolution Professional (IRP) by the NCLT, Kolkata vide order dated 07.04.2017. Further Mr. Sumit Binani was confirmed as the Resolution professional by the Committee of Creditors (CoC) at their meeting held on 5th MAY, 2017.

This condition indicates the existence of a material uncertainty that may cost significant doubt about the companys ability to continue as a going concern in the absence of any financial support from the Promoters and Bankers. However, the financial statements of the company have been prepared on a going concern basis.

The response of the Directors of the Company obtained by the Resolution Professional with respect to the aforesaid qualification is as follows:

The Company is in the process of preparing a Resolution Plan to restructure the debts due to its creditors which upon approval of the Committee of Creditors and further by National Company Law Tribunal is expected to revive the Company out of the financial difficulties.

COST AUDIT

M/s B. Mondal & Associates, Cost Accountants (FRN 000061), have been re-appointed to audit the cost records of the Company for financial year 2017-18. A resolution regarding ratification of the remuneration payable to M/s B. Mondal & Associates forms part of the Notice convening the 30 Annual General Meeting of the Company.

SECRETARIAL AUDIT

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Mr. Samir Kumar Ghosh, Company Secretary in Practice, is enclosed as a part of this report as Annexure-A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposits, as defined under provisions of Chapter V of the Companies Act, 2013.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The disclosures required to be made as per Section 134 (3) and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as part of this report as Annexure-C. Additionally, the CSR Policy has been uploaded on the website of the Company at http://www.gujaratnre.com/Policies.html#2.

AUDIT COMMITTEE

The composition of the Audit Committee of the Company is as below:

Sl. No Name of Director Category of Director Designation in Committee
1. Mr. Sisir Kumar Mukherjee Independent Director Chairman
2. Mr. Amit Kumar Majumdar Independent Director Member
3. Mr. Murari Sanaguly Independent Director Member

The Company Secretary acts as the Secretary to the Committee.

There is no such recommendation of the Audit Committee which has not been accepted by the Board, during the period under review.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company identifies the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The Committee also carries out evaluation of every Directors performance. The Committee has formulated the criteria for determining qualifications, positive attributes, independence of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

RELATED PARTY TRANSACTIONS

As informed by the Directors to the Resolution Professional, Related party transactions that were entered during the financial year under review were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-D.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-E.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

EMPLOYEE STOCK OPTION SCHEME

The Company had granted 95,89,000 options to its Employees/Directors through four different tranches under GNCL Employee Stock Options Scheme 2007 (ESOP 2007) till the end of the year under review against the approval received from shareholders to grant upto 1,21,95,302 options under the said Scheme.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines. The disclosures as stipulated under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2017 (cumulative position) with regard to the Employees Stock Option Scheme (ESOS) are given in an Annexure to this Report as Annexure -F.

The Company has received a certificate from the Auditors that the aforesaid Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the meeting for inspection by the shareholders.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The prescribed particulars of Employees required under Section 134(3)(q) and Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure G and forms part of this report.

RISK MANAGEMENT POLICY

Board of Directors have formulated and implemented a risk management policy for the company. As informed to the Resolution Professional, during the year under review, the Board has been addressing various risks impacting the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. Further, the Board and the Audit Committee of the Company periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Internal Complaints Committee which has been set up to redress complaints regarding sexual harassment. The following is the summary of sexual harassment complaints received and disposed off during the year:

i) No. of complaints received : nil

ii) No. of complaints disposed off: nil

PERSONNEL / INDUSTRIAL RELATIONS

The Company maintained cordial and harmonious relations at all levels at the offices and plants of the Company and its subsidiaries throughout the year under review.

This Report has been approved by Mr. Sumit Binani, Resolution Professional, on 30th May, 2017.

For Gujarat NRE Coke Limited
Arun Kumar Jagatramka
Place : Kolkata

Chairman & Managing Director

Dated the 30 May, 2017 DIN: 00003835

Annexure - B

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

(A) Conservation of Energy : The Company continued to give major emphasis for conservation of energy, and the measures taken in the previous year were continued. The efficiency of Energy Utilization at each plant is monitored at the Corporate level every quarter, in order to achieve effective conservation of energy. The significant Energy conservation measures during the year were as follows
(i) the steps taken or impact on conservation of energy l Switching off machines / equipment immediately after use and fixing of timers to avoid over usage of water pumps.
l Use of power capacitors to improve the Power factor.
l Creating awareness among employees about the necessity of energy conservation by celebrating energy conservation week.
(ii) the steps taken by the company for utilizing alternate sources of energy The Company continued to generate power through wind mills having a capacity of 87.5 MW during the year under review.
The Company is also undertaking setting-up of its co-generation power plant having aggregate capacity of 30 MW at its plant in the State of Karnataka. Such captive generation of power through co-generation power plant will reduce use of power acquired from external agencies. Apart from this, the Company has also installed energy efficient equipment wherever required.
The generation of power through alternate means such as wind mills provides power to the company at a rate lower than the market rates for purchasing power from power generating companies and thereby reducing the cost of production.
(iii) the capital investment on energy conservation equipments; Nil
(B) Technology absorption :
(i) the efforts made towards technology absorption Efforts are being made towards improvements in the existing production process through indigenous methods.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution The benefits derived are:
a. Improved quality and productivity
b. Conservation of fuel & reduced emissions
(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
(iv) the expenditure incurred on Research and Development. Nil
(C) Foreign exchange earnings and outgo : Total Foreign Exchange earnings: Nil
Total Foreign Exchange outgo: Rs. 88.65 crores

Annexure - D

FORM AOC-2

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

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso is given below :

1. Details of contracts or arrangements or transactions not at Arms length basis :

Particulars Details
a) Name (s) of the related party & nature of relationship Nil
b) Nature of contracts/arrangements/transaction Nil
c) Duration of the contracts/arrangements /transaction Nil
d) Salient terms of the contracts or arrangements or transaction including the value, if any Nil
e) Justification for entering into such contracts or arrangements or transactions Nil
f) Date of approval by the Board Nil
g) Amount paid as advances, if any Nil
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 Nil
2. Details of material contracts or arrangements or transactions at Arms length basis:
Particulars Details
a) Name(s) of the related party and nature of relationship Nil
b) Nature of contracts/arrangements/transactions Nil
c) Duration of the contracts / arrangements/transactions Nil
d) Salient terms of the contracts or arrangements or transactions including the value, if any: Nil
e) Date(s) of approval by the Board, if any: Nil
f) Amount paid as advances, if any Nil

Note: The material contracts or arrangements or transactions at Arms length basis has been ascertained as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosure with respect to Employees Stock Option Scheme of the Company -

Sr Particulars GNCL Employee Stock Option GNCL Employee Stock Option GNCL Employee Stock Option GNCL Employee Stock Option
Scheme, 2007 1st Tranche Scheme, 2007 2nd Tranche Scheme, 2007 3rd Tranche Scheme, 2007 4th Tranche
1 Total number of options under the Plan 33,90,800 Options (includes 27,77,600 options also entitled to receive 2,77,760 "B" Equity Shares as bonus shares) (options issued initially - 25,06,000 plus bonus options issued - 8,84,800) 4,26,600 Options (includes 3,65,400 options also entitled to receive 36,540 "B" Equity Shares as bonus shares) (Options issued initially - 3,09,000 plus bonus options issued - 1,17,600) 32,14,000 Options 35,60,000 Options
2 Options Granted during the year Nil Nil Nil Nil
3 Pricing Formula Options were granted on 02.06.2007 at the closing market price of the shares of the Company on NSE on the day immediately preceding the date of grant of the options i.e. Rs.60.20 per share. Price of all options under the Scheme was adjusted to Rs.43 per share on account of bonus issue in 2008. All options were re-priced at Rs.18.05 per share as per Note given below. Consequent upon a further bonus issue of "B" Equity Shares in 2010, the price was not adjusted but 27,77,600 options outstanding at that time were entitled to receive 2,77,760 "B" Equity Shares as bonus shares free of cost in the ratio of 1 "B" Equity Share upon conversion of every 10 options into 10 equity shares. Options were granted on 19.01.2008 at Rs.120 per share at a discount to the market price on a day immediately preceding the date of grant of options to make it lucrative to the employees. Price of all options under the Scheme was adjusted to Rs.85.72 per share on account of bonus issue in 2008. All options were re-priced at Rs.18.05 per share as per Note given below. Consequent upon a further bonus issue of "B" Equity Shares in 2010, the price was not adjusted but 3,65,400 options outstanding at that time were entitled to receive 36,540 "B" Equity Shares as bonus shares free of cost in the ratio of 1 "B" Equity Share upon conversion of 10 options into 10 equity shares. Options were granted on 9.7.2010 at the closing market price of the shares of the Company on NSE on the day immediately preceding the date of grant of options i.e. Rs.63.05 per share. Options were granted on 30.9.2011 at the closing market price of the shares of the Company on NSE on the day immediately preceding the date of grant of options i.e. Rs.24.30 per share.
4 Options Vested (as on March 31, 2017) 23,100 Options 9,240 Options 10,81,000 Options 17,55,000 Options
5 Options Exercised during the year Nil Nil Nil Nil
6 Total number of shares arising as a result of exercise of options Not Applicable Not Applicable Not applicable Not applicable
7 Options lapsed/forfeited during the year 3,49,580 Options (Options lapsed till Prev. Year - 2,83,360) 9,240 Options (Options lapsed till Prev. Year - 9,240) 7,14,000 Options (Options lapsed till previous year - 3,57,000 Options) 2,11,500 Options (Options lapsed till previous year - 4,11,750 Options)
8 Variation of terms of options upto March 31, 2016 Nil Nil Nil Nil
9 Money realized by exercise of options during the year Nil Nil Nil Nil
10 Total number of options in force at the end of the year 12,34,800 Options ( these options are also entitled to receive 1,23,480 "B" Equity Shares as bonus shares). 79,800 Options ( these options are also entitled to receive 7,980 "B" Equity Shares as bonus shares). 10,81,000 Options 17,55,000 Options
11 Employee wise details of options granted to:
i) Senior Managerial Personnel List given below. Options to Directors given in Corporate Governance Report List given below. Options given to Directors Nil List given below. Options to Directors given in Corporate Governance Report List given below. Options to Directors given in Corporate Governance Report
ii) Employees holding 5% or more of the total number of options granted during the year Nil Nil Nil Nil
iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. Nil Nil Nil Nil
12 Diluted Earnings Per Share (EPS) pursuant to issue of shares on the exercise of option calculated in accordance with Accounting Standard (AS) 20 No options were exercised during the year.
13 Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options. The impact of this difference on profits and on EPS of the Company. The Company has calculated Employee Compensation Costs on the basis of Intrinsic Value Method and has amortized Rs. (43,20,266.87) for the year ended 31st March, 2017 in respect of 1st & 2nd Tranches of ESOP 2007 Scheme. However, had the company followed Fair Value Method for calculating Employee Compensation Costs, such costs for the year would have been lower by Rs. 4,52,744.12 and the Profit/(Loss) after tax would have been higher by the like amount and its impact on Basic as well as Diluted EPS would have been negligible. Not Applicable Not Applicable
14 Weighted average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock on the grant date. Not Applicable Not Applicable Not Applicable Not Applicable
15 A description of the method and significant assumptions used during the year to estimate the fair values of options, including the weighted average information. The fair value of options is estimated using Black Scholes Option Pricing Model after applying the following key assumptions The fair value of options is estimated using Black Scholes Option Pricing Model after applying the following key assumptions The fair value of options is estimated using Black Scholes Option Pricing Model after applying the following key assumptions The fair value of options is estimated using Black Scholes Option Pricing Model after applying the following key assumptions
i) Risk free interest rate 6.23% i) Risk free interest rate 6.23% i) Risk free interest rate 8.0907% i) Risk free interest rate 8.33%.
ii) expected life - 10 Years ii) expected life - 10 Years ii) expected life - 10 Years ii) expected life 10 Years
iii) expected volatility 84% iii) expected volatility 84% iii) expected volatility 85% iii) expected volatility 85%
iv) expected dividends - 3% iv) expected dividends - 3% iv) expected dividends - 2% iv) expected dividends 3.2%
v) the price of the underlying share in market at the time of option/grant - the market price (i.e. closing price at NSE) on the day immediately preceding the day of grant i.e. Rs.60.20 per share. v) the price of the underlying share in market at the time of option/grant - the market price (i.e. closing price at NSE) on the day immediately preceding the day of grant i.e. Rs.139.15 per share. v) the price of the underlying share in market at the time of option/grant - the market price (i.e. closing price at NSE) on the day immediately preceding the day of grant i.e. Rs.63.05 per share. v) the price of the underlying share in market at the time of option/grant - the market price (i.e. closing price at NSE) on the day immediately preceding the day of grant i.e. Rs.24.30 per share.

NB - The shareholders through postal ballot as per its results declared on 2 May, 2009 have approved re-pricing of all options issued under GNCL Employee Stock Option Scheme, 2007- 1 Tranche and 2 Tranche at Rs.18.05 per option.

List of employee wise details of Options Granted to Senior Managerial Personnel and outstanding as on 31.3.2017

Sr Name of the Senior Managerial Personnel Options granted under GNCL Employee Stock Option Scheme, 2007 1st Tranche Options granted under GNCL Employee Stock Option Scheme, 2007 2nd Tranche Options granted under GNCL Employee Stock Option Scheme, 2007 3rd Tranche Options granted under GNCL Employee Stock Option Scheme, 2007 4th Tranche
Equity Shares "B" Equity Shares Equity Shares "B" Equity Shares Equity Shares Equity Shares
1 Mr. P. K. Agrawal 42,000 4,200 27,000 25,500
2 Mr. S K. Maskara 42,000 4,200 27,000 25,500
3 Mr. B. N. Tiwari 29,400 2,940 21,000 18,000
4 Mr. R K Agarwal 21,000 18,000

Annexure - G

PARTICULARS OF EMPLOYEES

(Pursuant to Section 134 (3) (q) of the Companies Act, 2013 read with Rule 5(1) of the Company (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

Requirements of Rule 5(1) Details
I the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Mr. Arun Kumar Jagatramka - 19.25
None of the other directors received any remuneration other than sitting fees during FY 2016-17
II the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Director
Mr. Arun Kumar Jagatramka - (6.95%)
Key Managerial Personnel
Mr. Nitin Daga, CFO - 18.41%
Mr. Mukund Chandak, CS- 7.36%
III the percentage increase in the median remuneration of employees in the financial year; 1.31%
IV the number of permanent employees on the rolls of company; 282 employees as on 31.03.2017
V average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Average salary increase of non-managerial employees is 5.46%
Average salary increase of managerial employees is 2.50%
There are no exceptional circumstances in the increase of managerial remuneration.
VI affirmation that the remuneration is as per the remuneration policy of the company The remuneration paid during the year ended 31.03.2017 is as per the Remuneration Policy of the company

Note: Mr. Nitin Daga worked as Manager Commercial till 13 September 2016 and appointed as CFO w.e.f 14 September 2016

Particulars of Employees pursuant to Section 197 and 134 (3) (q) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Top 10 employees in terms of remuneration drawn during the year:

(1) Mr. Arun Kumar Jagatramka, (2) Ms. Kavita Jagatramka, (3) Mr. Pawan Kumar Agrawal, (4) Mr. Sunil Kumar Maskara, (5) Mr. Nitin Daga, (6) Mr. Mukund Chandak, (7) Mr. Rajesh Kumar Agarwal, (8) Mr. Dilip Kumar Singh, (9) Mr. Nayyer Hassan and (10) Mr. Sutirtha Roy

Note: None of the employees, as mentioned above, has drawn remuneration during the year in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. As such, the disclosures required under the said rule are not applicable.