Pee Cee Cosma Sope Ltd Directors Report.

TO THE MEMBERS OF PEE CEE COSMA SOPE LTD

The Directors hereby present their 32ndAnnual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2019.

Financial Highlights.

(Rs. in Lakhs)
Particulars Current Year Previous Year
31.03.2019 31.03.2018
Net Revenue from Operation 7607.96 7850.84
Other Income 12.79 2.07
Total Income 7620.75 7852.91
Total Expenditure 7215.92 7296.26
Profit before tax 404.83 556.64
Provision for tax 121.17 189.79
Profit after tax 283.66 366.80
Dividend on Equity Shares (including tax on distributed profits) 95.54 79.62
Transfer to General Reserve 10.00 10.00
Paid-up Share Capital 264.62 264.62
Reserves and Surplus (excluding revaluation reserve) 1966.44 1778.33

Company Performance

During the year under review total income of the Company was Rs. 7620.75 Lakhs as against Rs. 7852.91 Lakhs in the previous year. The Company was able to earn a marginal profit for the year of Rs. 283.66 Lakhs against a profit of Rs. 366.80 Lakhs. Your Directors are putting in their best efforts to improve the performance of the Company.

Statement of Companys Affair

Our financial performance continues to be encouraging and we believe that we will continue registering sustained growth going forward. The company developed some new products in Laundry soap, detergent and bathing soap and we see huge potential to tap the market there by generating handsome margins and turnover for the coming year.

Change in nature of Business of the Company

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

Material Changes, etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March,2019 and the date of this Report.

Dividend

The Board of Directors had declared a dividend of Rs. 3.00/- per share (30%) on the Equity Shares of the Company, for the financial year ended March 31, 2019amounting to Rs.79,38,750. The aforesaid amount of dividend is exclusive of Dividend Tax amounting to Rs. 16,16,139. The dividend on equity shares will be paid to members whose names appear in the Register of Members as on 23rd September, 2019; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer of Unpaid Unclaimed Dividend and Shares to IEPF

During the year 2018-19, there was no Unpaid Dividend which is due to be transferred to Investor Education and Protection Fund (IEPF) Unclaimed Dividend for Financial Year 2018-19.

During the year 2018-19, the Company has transferred 23,700 equity shares in respect of which dividend has been unpaid/unclaimed for a consecutive period of seven years were also transferred to the Investor Education and Protection Fund Account in pursuance to Rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of such transferred shares is available at Companys website and such shares can be claimed back from IEPF authority only after following the prescribed procedure.

Share Capital

The paid up Equity Share Capital as on 31st March,2019 was Rs. 2,64,62,500. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company neither granted any loans, guarantees nor made any investments under Section 186of the Act as at the end of the Financial Year 2018-19.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2018-19in terms of Chapter V of theCompanies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1which forms part of this report.

Listing

At present, the equity shares of the Company are listed at BSE Ltd. The annual listing fees for the financial year 2019-20 to BSE Ltd has been paid.

Corporate Governance

In the light of Regulation-15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which is effective from 1stDecember, 2015,certain clauses of the said regulation in connection with Corporate Governance were not applicable on the Company.

Directors

During the year, Shri Pramod Kumar Jain who retires by rotation on the AGM held on 24th September, 2018 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013. Shri Nemi Chandra Jain and Shri Amar Singh Rajput were re-appointed as Independent Director for a second term of 5 years in terms of Section 149 read with Schedule IV of the Act.

Pursuant to Sections 149, 152 and other applicable provisions,if any, of the Companies Act, 2013, one-third of such of theDirectors as are liable to retire by rotation, shall retire every yearand, if eligible, offer themselves for re-appointment at everyAGM. Consequently, Mr Mahendra Kumar Jain,Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreements with the stock exchanges, Shri Anil Gupta and Smt Babita Agarwal were appointed as an Independent Director on the Board of the Company for a period of 5 (Five) consecutive years w.e.f. 14th November, 2014 and 25th March, 2015. They shall hold office as an Independent Director of the Company up to 13th November, 2019 and 24th March, 2020 ("First Term" in line with the explanation to Sections 149(10) and 149(11) of the Act). The Board has recommended re-appointment of Shri Anil Gupta and Smt Babita Agarwal as Independent Director of the Company, not liable to retire by rotation and for Second Term of 5 (Five) consecutive years on the Board of the Company.

The brief resumes of the Directors who are to be appointed/ re-appointed in the ensuing Annual General Meeting, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/chairmanships and their shareholding, etc. are furnished in Corporate Governance Report and Notice of the ensuing AGM.

A brief resume of the Directors proposed to be reappointed, the nature of their expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are annexed to the notice of the ensuing AGM. The Directors recommend their re-appointment at the ensuing AGM. Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as perSection 2(51) and 203 of the Companies Act, 2013 are as follows:

Name Designation
Mr. Pramod Kumar Jain Managing Director
Mr. Ashok Kumar Jain Whole Time Director
Mr. Mahendra Kumar Jain Whole Time Director
Mr. Brij Mohan Verma Chief Financial Officer
Ms. Nidhi Agarwal Company Secretary

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure-2 respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/ Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014.Detail of top ten employees in respect of their remuneration required under Rule 5(2) is attached as ‘Annexure 3.

Disclosures pertaining to remuneration and other detailsas required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is attached as ‘Annexure 4which forms part of this report.

Number of Meetings of the Board

During the Financial Year 2018-19, 4 (four) number of Board meetings were held. Attendance of Directors are as below:

Name Total No. of Board meeting Total No. of board meeting attended
Ashok Kumar Jain 4 4
Mahendra Kumar Jain 4 4
Pramod Kumar Jain 4 4
Nemi Chandra Jain 4 4
Amar Singh Rajput 4 4
Anil Gupta 4 3
Babita Agarwal 4 3

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Directors performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5(excellent) 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31st March, 2019, the Audit Committee of the Company comprises the following directors:

1. Mr. Nemi Chandra Jain - Chairman (Independent Director)

2. Mr. Amar Singh Rajput Member (Independent Director)

3. Mr. Pramod Kumar Jain - Member (Executive and Promoter Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report

M/s B S D & Co., Chartered Accountants, Statutory Auditors of the Company were appointed at the 30th (Thirtieth) Annual General Meeting of the Company held on 27th September, 2017 for a term of five (5) years, subject to the ratification by Members at every subsequent Annual General Meeting till then. The Ministry of Corporate Affairs vide notification dated 7th May, 2018 has obliterated the requirement of seeking Members ratification at every Annual General Meeting on appointment of Statutory Auditor during their tenure of five (5) years. Accordingly, the resolution for ratification of the appointment of Statutory Auditors of the Company has not been placed before the Members.

Vide notification dated February 16, 2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards ("Ind AS") to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1, 2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013. The Financial Statement for the financial year ended March 31, 2017, forming part of this Annual Report have been prepared in accordance with Ind AS with a transition date of April 1, 2015. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.

Secretarial Auditors

Your Board, during the year, appointed M/sR& D Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2019. The Report of M/sR& D Company Secretaries in terms of Section 204 of the Act is provided in the "Annexure 5forming part of this Report.

Directors Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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 and loss of the Company for that period;

c) That they had 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) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively..

Secretarial Standards

The Company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Social Responsibility(CSR)

The vision of Pee Cee Cosma Sope Ltd. is to take undertake CSR activities to make sustainable impact on the human development of under served communities through initiatives in Education, Health and Livelihoods.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.doctorsoap.com.

The detailed Annual Report on our CSR activities pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in ‘Annexure 6 forming part of this report.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s Jay Pee & Associates, Chartered Accountants, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self-Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms partof this Report.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Companys objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Companys social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Web address for Annual Return

The extract of the Annual Return in form MGT-9 for the financial year 2018-19 is annexed herewith as Annexure- 7 to this Report. The Complete set of Annual Report alongwith Annual Return shall be available on the website of the Company i.e. www.doctorsoap.com.

Contracts or arrangements with Related Partiesunder Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013,all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material according to the policy of the Company on Materiality of Related Party Transactions. The detail of particulars of contracts or arrangements with related parties referred to in Section 188(1) is given in Form AOC-2 annexed with this report marked as ‘Annexure 8.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set outin Note no. 36 of the Financial Statements.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

Regd. Office:

G-10/8, Padam-Deep By order of the board
Sanjay Place, For Pee Cee Cosma
Agra-282002 Sope Ltd.
Uttar Pradesh
Ashok Kumar Jain
DIN:00113133
Executive Chairman
Date : 13.08.2019 Add: 120, Jaipur House
Place : Agra Agra- 282 002, U.P.

Enclo:

1. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo- Annexure-1

2. Companys Policy on Directors appointment and remuneration - Annexure-2

3. Statement of particulars of employees required under Rule 5 - Annexure-3

4. Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 - Annexure-4

5. Secretarial Audit Report - Annexure-5

6. Annual Report on CSR Activities - Annexure-6

7. Extract of Annual Return - Annexure-7

8. Form AOC-2 - Annexure-8

Annexure-1

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Conservation of Energy

(i) Steps taken or impact on conservation of energy No steps taken during the year. Though Company is trying to find out various alternatives in relation to conservation of energy
(ii) Steps taken by the Company for utilizing alternate sources of energy No steps taken during the year. Though Company is trying to find out various alternatives in relation to conservation of energy
(iii) Capital investment on Energy Conservation equipment During the year 2018-19 there was no Capital Investment in the Company on Energy Conservation equipment
Technology Absorption
(i) The efforts made towards technology absorption Nil
(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; Nil
b) the year of import; Nil
c) whether the technology been fully absorbed; Nil
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and Nil
The expenditure incurred on Research and Development. Nil
Foreign Exchange Earnings & Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. Nil

Companys Policy on Directors appointment and remuneration

Our policy on the appointment and remuneration of directors and key managerial personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The nomination and remuneration policy is provided herewith pursuant to Section 178(4) of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is also available on our website www.doctorsoap.com.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of theCompanies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing

Agreement, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors. Definitions: "Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

(I) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-timeDirector;

(ii) Chief Financial Officer;

(iii) Company Secretary; and

(iv) such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

Objective:

The objective of the policy is to ensure that l the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; l relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and l remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• To formulate criteria for determining qualifications, positive attributes and independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Directors performance.

• To recommend to the Board the appointment and removal of Directors and Senior Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

b) A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution..

TERM / TENURE

a) Managing Director/Whole-time Director : The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Whole Time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of theCompany and will be eligible for re-appointment on passing of a special resolution by the Company anddisclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5years each, but such Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in orbe associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards onwhich such Independent Director serves is restricted to seven listed companies as an IndependentDirector and three listed companies as an Independent Director in case such person is serving as aWhole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION : The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL : The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT : The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company..

POLICY FOR REMUNERATION TO DIRECTORS/ KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013and in accordance with the Companys Policy

b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

c) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

• The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

• The Committee may Delegate any of its powers to one or more of its members.

Annexure-3

Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2019.

A. List of Top Ten Employees of the Company

Sr. Name

Designation

Remun- eration (in Rs.)

Nature of employ- ment

Qualifica- tions

Experi-

Date of ence (in years)

Age Appoint- ment

Particulars (in years)

Percentage of last employ- ment

Relationship of equity shares in the company

with Director/ Manager & name of such person
1. Ashok Kumar Jain Whole Time Director 2435354 Permanent B A

42

10/11/1986

70

N.A.

4.60%

Brother
2. Pramod Kumar Jain Managing Director 2358632 Permanent

B Tech, PHD

38

10/11/1986

67

N.A.

5.25%

Brother
3. Mahendra Kumar Jain Whole Time Director 2245580 Permanent B A

47

10/11/1986

76

N.A.

3.16%

Brother
4. G K Bhuwania Vice President(MKT) 924000 Permanent

BSC LLB

32

01/04/1988

63

N.A.

NIL

Brother in Low
5. Brij Mohan Verma (C F O) 979504 Permanent

CA (Inter)

26

01/10/2013

54

N.A.

NIL

NIL
6. D N Chaturvedi Business Dev Manager 724400 Permanent B Com

28

01/07/1991

57

N.A.

NIL

NIL
7. Avinash Chand Garg Accounts Executive 568800 Permanent B Com

LLB

30

16/09/1989

55

N.A.

NIL

NIL
8. P S Dandotiya Production Manager 505276 Permanent MSC

42

01/01/2006

70

N.A.

NIL

NIL
9. Kuldeep Agarwal General Manager 424208 Permanent B Com

5

01/06/2017

32

N.A.

NIL

NIL
10. O.P. Goyal Vice President 387168 Permanent B S C

41

01/04/2006

74

N.A.

NIL

NIL

B. List of employees of the Company who have in receipt of remuneration prescribed in Rule 5(2)(i), 5(2)(ii) & 5(2)(iii)

Name Designation Remun- eration (in Rs.) Nature of employ- ment Qualifica- tions Experi- ence (in years) Date of Appoint- ment Age (in years) Particulars of last employ- ment Parcentage of equity shares in the company Relationship with Director/ Manager & name of such person
NIL

Annexure-4

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Rule Particulars Name Remuneration Ratio
5(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. Pramod Kumar Jain 2435354 27.71:1
Mahendra Kumar Jain 2245580 25.55:1
Ashok Kumar Jain 2358632 26.83:1
5(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year. Name Ratio
Pramod Kumar Jain 8.63%
Mahendra Kumar Jain 4.43%
Ashok Kumar Jain 8.63%
Brij Mohan Verma 0.00%
Nidhi Agarwal 0.00%

 

5(iii) The percentage increase in the median remuneration of employees in the financial year. 7%
5(iv) The number of permanent employees on the rolls of the company. 338

 

5(viii) 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. The average % increase was 10% for all Employees and Managerial Personnel during the year. The increase is on the basis of performance of the Company and regular increment on yearly basis as per the Companys policy. Accordingly, no further justification required.
5(xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior Management is as per the Remuneration Policy of the Company.

Note: Rule 5 (1)(v), (vi), (vii), (ix), (x) and (xi) was omitted w.e.f.30th June, 2016 vide as Notified by Ministry of Corporate Affairs vide Notification GSR. 646(E)