Salora International Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting 48th Annual Report and Audited Financial Statements for the Financial Year ended 31st March, 2017.

1. FINANCIAL RESULTS (STANDALONE)

A quick view of the financial performance of the company for the financial year ended 31st March, 2017 along with the performance figures of previous financial year have been tabled below:

(R in Lacs)
Year ended 31st March, 2017 Year Ended 31st March, 2016
Net Sales /Income from Business
32369.25 31169.95
Operations
Less: Excise Duty 298.36 221.88
Net Sales 32070.89 30948.07
Add: Other Income 382.91 329.35
Increase / (Decrease) in stock 307.62 522.65
Total 32761.42 31800.07
Less: Total Expenditure 31709.85 31133.14
OperatingProfit 1051.57 666.93
Less: Interest 642.29 558.35
Less: Depreciation & Amortization 222.32 250.92
Profit before exceptional item & tax (186.96) (142.34)
Less: Exceptional Item - -
Profit before tax (186.96) (142.34)
Less: Provision for taxes
Current Tax - -
Deferred Tax 47.63 55.32
Earlier Year: Deferred Tax - -
Earlier Year: Income Tax - -
Profit / (Loss) after tax (139.33) (87.02)
Add: Balance brought forward from last year - -
(139.33) (87.02)
Less: Appropriations - -
Balance carried to Balance Sheet (139.33) (87.02)

2. DIVIDEND

In view of sluggish market the profits brackets of the company has been remained unopened and therefore due to non availability of profits, Board of directors have not recommended any dividend this year also.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, unclaimed dividend of Rs.1,11,060/- pertaining the financial year 2008-09 has been transferred to Investor Education and Protection Fund, established by the Government of India, which was due for transfer on 19.08.2016

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the period under review, the Company has achieved net sales of Rs.320.71 crores in the financial year 2016-17 as compared to Rs.309.48 crores in the last financial year. Operating profit for the year was stood at Rs.1051.57 lacs against Rs.666.93 lacs during the preceding financial year.

The Company has adopted the best and most sophisticated technology to suit Indian customers need. The Company has successfully forayed into market either directly or indirectly. The Companys intension is to serve the consumers by creating technologically path breaking products through constant innovation. The Company as a part of reducing manufacturing cost of products has explored the possibility of manufacturing of various components at in-house facility. Online selling business of the company has also been catchy during the period under review as compared to the previous years. The company has successfully aligned various agreements with numbers of key players of Smartphone maker of the world, namely Apple. XIOMI and other brands like Le-EECO for which agreements have also been executed as official online trading partners. Agreement with Apple and

XIOMI would help the company to penetrate and extends its arms in E-commerce trading business and would definitely demarcate with the other competitors in this sensuous, business environment.

The company and its management are also looking to open and explore its arms in the accessories business of mobile gadgets in the coming year. The distribution business of Zojirushis Life Style products (small appliances and thermo-ware) have been evaluated at a satisfactory level and continuous efforts are being done to escalate this business segment.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred at the end of the financial year to which this financialstatement relates on the date of this report.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-‘I and is attached to this report.

7. RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-‘I and is attached to this report.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THE COMPANY

Risk Management is attempting to identify, assessment, minimization and then management of threats that could severally impact or bring down an organization. The Company believes that it is need of the hour in the present market scenario for any business organization to impeccably recognize and effectively address the risk existing in the environment in which it operates. Companys Board, Audit Committee and Senior Management Personnel are continuously identifying the possible risk and make guidance to the management to hedge against those threats. Audit Committee of the Company with the help of periodical internal audit reports and managements representations is identifying and evaluating all possible risk and inform Board with their possible recommendations to hedge those risk and minimization procedures. In the opinion of the Board there is no risk that may threaten the existence of the Companys business.

9. CORPORATE SOCIAL RESPONSIBILITY POLICY UNDER THE PROVISION OF SECTION 135 OF THE COMPANIES ACT, 2013

The Section 135 of the Companies Act, 2013 is not applicable on the Company.

10. GOODS AND SERVICE TAX (GST)

The introduction of Goods and Service Tax (GST) is a very significant step in the field of indirect tax reforms in India. amalgamating a large number of Central and State taxes into a single tax, it would mitigate cascading or double taxation in a major way and pave the way for a common national market. The transition to GST scenario is a major change process and the Company has established a dedicated team to evaluate the impact analysis and carry out changes to the business process & IT systems as per the GST framework.

11. LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company exceeding the limit as specified under Section 186 of the Companies Act, 2013 during the year under review and particulars of loans given, investments made, guarantees given and securities provided under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the purpose for which the loan or guarantee are provided in Note No.11 & 13 of the Standalone Financial Statement.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on Arms Length Basis and in the Ordinary Course of Business and which are not material in nature too, hence, outside the scope of Section 188(1) of the Act. Related Party Transaction Statement submitted for approval to the Board and Audit Committee was supported by a certificate an Independent Chartered Accountant Firm. All Related Party Transactions were placed before the Audit Committee as well as Board, for prior approval wherever required. None of the transactions were without approval of the Audit Committee. Prior omnibus approval of the Audit Committee obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval as placed before the Audit Committee for their review on a quarterly basis. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at www.salora.com.

Attention of the members is drawn to the disclosure of Related Party Transactions set out in Note No.40 of the Standalone Financial Statements forming part of this Annual Report.

13. AUDITORS Statutory Auditors

After commencement of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 M/s. K. Prasad & Co., Chartered Accountants (ICAI Registration No. 002755N), Statutory Auditors of the Company were eligible to be appointed for a period of three more years and were accordingly appointed by the members in the 45th Annual General Meeting held on 29th September, 2014 for a period of three more years, i.e. until the conclusion of 48th Annual General Meeting of the Company.

After evaluation of leading audit firms, the Board of Directors of the Company has recommended the appointment of M/s. R. Gopal & Associates, Chartered Accountants (ICAI Registration No.000846C) as Statutory Auditors of the Company in place of M/s. K. Prasad & Co. Chartered Accountants, for a term of five consecutive years, from the conclusion of 48th Annual

General Meeting of the Company scheduled to be held in the year 2017 till the conclusion of the 53rd Annual General Meeting to be held in the year 2022, for approval of the shareholders of the Company, based on the recommendation of the Audit Committee.

Secretarial Auditor

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 had appointed M/s. Navneet K Arora and Co.LLP, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Board at it meeting held on 29th May, 2017, has re-appointed M/s. Navneet K Arora and Co.LLP, as Secretarial Auditor, for conducting Secretarial Audit of the Company for financial year 2017-18.

Cost Auditors

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board of Directors of the Company at its meeting held on 29th May, 2017 on the recommendation of the Audit Committee, appointed M/s. Gurvinder Chopra & Co. Cost Accountants to conduct the audit of Cost Accounting records of the Company for financial year 2017-18 at a remuneration of Rs.40,000/- plus taxes as applicable and reimbursement of actual travel and out of pocket expense. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

14. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Auditors Report and Secretarial Auditors Report do not contain any qualifications, Report of the secretarial auditors is furnished in Annexure-‘II and is attached to this report.

15. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys Policy relating to appointment of Directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which is part of this report under Nomination and Remuneration Committee section.

16. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in MGT- 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-‘III and is attached to this report.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Six (6) Meetings of the Board were held during the financial year under review with a gap of statutory time limit provided under the Companies Act, 2013 and SEBI (Listing Obligations & Listing Requirements) Regulations, 2015. Members of the Board duly met on 27th May, 2016, 30th June, 2016, 12th August, 2016, 12th November, 2016, 10th February, 2017 & 15th March, 2017.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that: a. in preparation of the annual accounts for the financial year 2016-17, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2017 and of the profit / (loss) of the company for year ended on that date; c. proper and sufficient care has been taken for 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. the annual accounts have been prepared the on a going concern basis; e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. reservations or adverse remarks.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company have one subsidiary i.e. Salora Components Ltd.

The Company has no joint venture company.

The financial performance of subsidiary Company is furnished in Form AOC-1 in Annexure-‘IV and is attached to this report.

20. DEPOSITS

The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, Smt. Neetu Jiwarajka, was appointed by the Company as Executive Director, under the provision of Section 152, rotational retiring director and compliance of section 149(3), i.e. woman director. Appointment of Smt. Neetu Jiwarajka, was approved by the shareholders of the Company at the last Annual General Meeting and being eligible offer herself for the re-appointment. Shri K.S. Mehta was appointed on the Board of Company as Additional Director on 12th November, 2016 till the conclusion of ensuing Annual General Meeting. The Company is seeking approval of the members for his appointment as Non Executive Independent Director, not liable to retire by rotation, at the ensuing Annual General Meeting. Smt. Savitri Devi Jiwarajka was appointed on the Board of the company on 15th March, 2017 as Non Executive Director till the conclusion of ensuing Annual General Meeting. The Company is seeking approval of the members for her appointment as

Non Executive Director (Promoter Group), liable to retire by rotation, at the ensuing Annual General Meeting.

Shri Vinay Kishore was appointed as Chief Financial Officer w.e.f. 12th August, 2016 in place of Shri Ashok Kumar Kucheria, who left services of the Company effective from 1st August, 2016.

Shri Mohd. Faisal Farooq was appointed as Company Secretary w.e.f. 12th November, 2016 in place Shri Nitin Agrahari, who left services of the Company effective from 15th October, 2016.

During the year under review Shri P. N. Mehta Non-Executive Director of the company resigned from his office and his resignation was taken on record by the Board in its meeting held on 27th May, 2016.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013.

The Independency declaration duly signed and dated by each of the Independent Director was placed before the board for review and the same was recorded.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

1) Shri Gautam Khaitan, Chairman

2) Shri Sanjeev Kaul Duggal, Member

3) Shri Patanjali Govind Keswani, Member

The above composition of the Audit Committee consists of all independent directors.

The Company has established a vigil mechanism and which oversee through the committee, the genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND PROVIDING VIGIL MECHANISM

The Company is committed towards providing a healthy environment and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place an Internal Complaints Committee to inter-alia:

1) Prevent sexual harassment of women workers at the workplace; and

2) Redress the complaints in this regard.

During the year under review, the Company did not receive any complaint.

25. SHARE CAPITAL

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year 2017-18 have been paid to both the Stock Exchanges.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w.e.f. 28.08.2000 in terms of the Notification issued by the Securities and Exchange Board of India (SEBI). The Company has achieved higher level of dematerialization with 98.14% of the total number of Equity Shares being held in the electronic mode with the two depositories (NSDL & CDSL).

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexure-‘V forming part of this Annual Report.

27. CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this Annual Report is annexed as Annexure-‘VI. A certificate from M/s. Navneet K. Arora & Co.LLP, Practicing Company Secretary (CoP No.3005) confirming the compliance of Corporate Governance is given in Annexure-‘VII forming part of this Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is required under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. A separate section on Management Discussion and Analysis is given in Annexure-‘VIII forming part of this Annual Report.

29. INTERNAL FINANCIAL CONTROL

Company has a proper and adequate system of internal control commensurate with the size and nature of its business to oversee the Companys financial reporting process, disclosure of financial information, reviewing the performance of statutory and internal auditors with management, adequacy of internal audit function and internal control system, related party transactions etc., and for this purpose Company has a well constituted Audit Committee headed by a Non-Executive Independent Director. Further, the Companys Internal Auditors verify the information concerning the reliability of the financial statements as well as the compliance with the Company policies so as to maintain accountability of all its assets and correctness of recorded transactions.

30. EVALUATION OF BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015,theBoardcarriedoutanannualperformance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out. The performance evaluation of the Chairman and Executive Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed to this report.

31. ACKNOWLEDGEMENTS

The Board wishes to record its appreciation of the continued support and hard work of the employees at all levels. The Board also acknowledges continued co-operation received from Dealers, Suppliers, Customers, Banks, Government Departments, and Financial Institutions.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.

For and on behalf of the Board of Directors
Salora International Ltd.
(Gopal Sitaram Jiwarajka)
Chairman & Managing Director
DIN:00024325
Date: 29.05.2017
Place: New Delhi

Annexure-‘I

STATEMENT CONTAINING PARTICULARS PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

A. CONSERVATION OF ENERGY
(a) THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY The Company has taken appropriate steps for conservation of energy by using energy efficient equipments i.e. LED lights in Production floor and workshops and creating awareness in the employees for conservation of energy.
(b) THE STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCES OF ENERGY Company has taken steps to use Solar lights on factorys boundary walls.
(c) THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENTS N.A.
B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
(a) THE EFFORTS MADE IN TECHNOLOGY Research and Development (R & D):
ABSORPTION Deflection Yoke: New version of 21" TFT V-2 DY start for Thomson China.
FBT: (a) Development of 14", 21" Flat, 21" Ultra Slim FBT for Company and Other customers
(b) Developed Market Model FBT in new Plastic Parts (low Cost FBT) and also started many new models for market segment
Speaker: (a) Development of Multimedia speakers for Company and different customers like Philips etc.
(b) Development of LCD & LED TV Speakers for Company and Videocon, Panasonic & other patrons.
CRT TV: Optimize design of existing Chassis for Energy efficient Star Rating.
LED TV: Developed new 98 CM LED TV in single board concept (Power supply and small signal processing are combined) for better reliability, productivity and serviceability
Telecom Division:
(a) Development of CDMA Mobile Phone for Tata and MTS Telecom providers
(b) Development of charger (adopter) for Mobile phone
(c) Development of Speaker for mobile phone
(d) Development of Battery for mobile Phone Company has successfully absorbed the LED TV assembly technology to manufacture LED TV in house and started use of LED TV technology for mass production.
This creates a new opening for company to produce cost effective high end CTV for masses adding margin to the company. Indigenous Mobile Phone charger will reduce dependency on foreign suppliers.
(b) THE BENEFITS DERIVED LIKE PRODUCT IMPROVEMENT, COST REDUCTION, PRODUCT DEVELOPMENT OR IMPORT SUBSTITUTION a) Compliance of all legal requirement of BIS
b) Cost competitiveness w.r.t. competition
c) Use of latest technology
d) Being in pace with the latest trend of the industry
e) Getting leadership position in market latest technology absorption and quality improvement
(c) IN CASE OF IMPORTED TECHNOLOGY (IMPORTED DURING THE LAST THREE YEARS RECKONED FROM THE BEGINNING OF THE FINANCIAL YEAR) N. A.
i) the details of technology imported
ii) the year of import
iii) whether the technology been fully absorbed
iv) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

 

(d) THE EXPENDITURE INCURRED ON RESEARCH & DEVELOPMENT:
(Rs. in lacs)
2016-17 2015-16
(a) Capital 0.00 0.00
(b) Recurring 1.54 0.81
(c) Total 1.54 0.81

 

C. FOREIGN EXCHANGE EARNINGS AND 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. Foreign Exchange mainly used during the year for import of goods and visit of Marketing & Engineering staffs to different countries for business purpose and market penetration.

 

(Rs. in lacs)
Total foreign exchange used and earned 2016-17 2015-16
Foreign Exchange used 2576.02 2394.41
Foreign Exchange earned 189.88 4143.82

Form AOC-1 Annexure – IV

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies / joint ventures Part "A": Subsidiaries

(Information in respect of subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars Details
1 Name of the subsidiary SALORA COMPONENTS LTD.
2 Reporting period for the subsidiary concerned, if different from the holding companys reporting period 31st March, 2017
3 Reporting currency and Exchange rate as on the last date of the relevant financial year inthe subsidiaries case offoreign Not Applicable
4 Share capital 4,32,00,000
5 Reserves & surplus (2,15,35,956)
6 Total assets 5,45,44,856
7 Total Liabilities 3,28,80,811
8 Investments Nil
9 Turnover 2,24,48,351
10 Profit before taxation (26,53,582)
11 Provision for taxation (26,17,650)
12 Profit after taxation (52,71,231)
13 Proposed Dividend Nil
14 % of shareholding 79.05%

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures – Company doesnt have any Associate or Joint Venture Company during the reporting period.

Regd. Office: Gopal Sitaram Jiwarajka Tarun Jiwarajka
D – 13/4, Okhla Industrial Area, Phase – II, Chairman & Managing Director Whole Time Director
New Delhi – 110 020 DIN:00024325 DIN:00386240
CIN L74899DL1968PLC004962
sect@salora.com
Dated: 29.05.2017 Vinay Kishore Mohd. Faisal Farooq
Place: New Delhi Chief Financial Officer Company Secretary

Annexure – V

(THIS REPORT FORMS PART OF DIRECTORS REPORT)

DISCLOSURE IN DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. No. Requirements Disclosure
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. Name of the Director Ratio
Shri Gopal Sitaram Jiwarajka, MD 53.66
Smt. Neetu Jiwarajka, ED 7.06
Shri Tarun Jiwarajka, WTD 11.91
For the purpose, sitting Fees paid to the directors have not been considered as remuneration.
Figures have been rounded off wherever necessary.
2. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year. Shri Gopal Sitaram Jiwarajka-MD N.A.
Smt. Neetu Jiwarajka, ED N.A.
Shri Tarun Jiwarajka, WTD N.A.
Shri Ashok Kucheria -CFO* N.A.
Shri Vinay Kishore - CFO# N.A.
Shri Nitin Agrahari – CS* N.A.
Shri Mohd. Faisal Farooq – CS# N.A.
*Resigned on 1st August, 2016
#Appointed on 12th August, 2016
*Resigned on 15th October, 2016
#Appointed on 12th November, 2016
3. The percentage increase in the median Nil*
remuneration of employees in the financial year *Due to decrease in number of employees in comparison to previous FY, the increase in median remuneration cant be ascertained.
4. The number of permanent employees on the rolls of company There were 241 employees as on March 31, 2017.
5. 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. There is no average increase recorded in remuneration for Employees other than Managerial Personnel during the period under review. Further, average managerial remuneration was showing a increment due to resignation and appointment of new Key Managerial Personnel. This revision is in line with factors outlined in Remuneration Policy of the Company. Other than this, there are no any other exceptional circumstances for increase in the managerial remuneration.
6. Affirmation that the remuneration is as per the remuneration policy of the Company. It is hereby affirmed that the remuneration is as per the Remuneration Policy of theCompany.

General Note:

1. Profit of the Company is calculated as per Section 198 of the Companies Act, 2013

2. Managerial Personnel includes Chairman and Managing Director, Whole Time Director, Executive Director and Key Managerial Personnel.