tulsi extrusions ltd share price Directors report

To

The Members

The Directors have great pleasure in presenting the 23rd Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31,2017:

FINANCIAL RESULTS

		(Rs. in Crores)
Particulars	Year ended March 31 2017	Year ended March 31 2016
Gross Turnover Including other income	62.45	57.74
Profit before Interest, Depreciation and Tax	(1.12)	(5.03)
Less: Interest and financial charges	1.39	0.73
Depreciation	6.27	6.85
Profit Before Tax	(8.78)	(12.62)
Less: Exceptional Items	-	-
Provision for Current & Old Tax	0.00	0.00
Provision for Deferred Tax	0.60	0.19
Less: Extraordinary Item	0.00	0.00
Net Profit available for appropriation	(9.38)	(12.80)
Add: Profit Transfer From Last Year	(174.81)	(162.00)
Appropriations:
Dividend on equity shares	-	-
Dividend Distribution Tax	-	-
Balance Carried Forward to Balance Sheet	(184.19)	(174.81)

OVERVIEW OF THE FINANCIAL PERFORMANCE

• The Company sold 5667.511 MT of Plastic goods and achieved net product turnover of Rs. 63.31 Crores during the current year against sale of 5431.77 MT and net product turnover of Rs. 57.32 Crores in the previous year.

• Total Income/Loss and Operating Profit/Loss for the year amounted to Rs. (9.38) and Rs. (12.80) Crores as compared to for the previous year, recording a decrease loss of 26.72%.

• The Profit before Tax and Profit after Tax, for the year amounted to Rs. (8.78) Crores and Rs. (9.38) Crores, as compared to the previous year, recording an decrease loss of 30.43% and 26.72% respectively.

PERFORMANCE AND BUSINESS OPERATIONS

During the Financial Year (FY) 2016-17 the economy of the Country and expectations for our sector improved in a steady manner, but was short on expectations. The government move of demonetization in this FY is also having a significant impact in the industry and also to our business to a great extent. During this period of demonetization and later on, the business is affected and the sales volume of the Company shows a downward trend. The low rainfall in various regions of the country also affects the business of the Company to a great extent. As compared to the previous year, there has been increase in sales, while expenses of the Company decreased, which results in lesser amount of loss. However, from the last few years, the Company facing continuous losses and as per our current banking issues, the financial position of the Company is moderately weak, but expecting for a good hope in the coming year. In global aspects, India is reaching with wider perspective and has broad and major participation in all spheres of the world. Our country is continuously growing as a progressive economy with wide challenges and reaching global market rapidly in a smooth manner. The statutory and governance norms including various measures and incentives taken by the Country will help in building numerous in-house businesses and developments in the Country.

This FY is a normal as well as challenging year for the Company, however the pipe industries and Drip and Micro Irrigation sector has a wider scope, but is not upto the desired mark. In context of our economy, there is larger scope in the field of construction, infrastructure and irrigation sector, which is beneficial and relevant for the Company. The Companys performance was as such under expected and Company expecting to resolve the banking issues and accordingly opting and wishes to resolve the Bank Loans in view of good future and better prospects of the Company keeping in mind the various stakeholders associated with the Company.

In view of the global challenges so far, there was always good demand for the PVC products as PVC piping is one of the worlds most sustainable products, making it ideal for long-term use in underground infrastructure. For the development of the Company, the coming year may prove fruitful and expecting for better achievements in all aspects.

BUSINESS EXPANSION

In present scenario, your Company has no plans for business expansion, but may opt for diversification by wish to start dealing in new products as per the demand of agriculture sector. Furthermore, the Company in failure of expansion plan which was taken to undertake expansion by adding the capacity of existing plant by increasing new machinery of existing machineries for manufacture of PVC injection, moulded fittings, HDPE Sprinkler System, inline drip irrigation System, LLDEP fittings for micro irrigation pellet including fruits and vegetables crates earlier and so on. Due to this, the mega project was abnormally ruined and the Company still suffers financial crisis and business activity remained on low scale during the current financial year also. The Company in the coming year expecting for a scope for smooth running and functioning of operations of Company, in the interest of all stakeholders associated with the Company.

DIVIDEND

The Board does not recommend any dividend for the year ended March 31,2017.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

In accordance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Sanjay Kumar Taparia (Holding DIN. 01186470) a Executive Director liable to retire by rotation, and being eligible, offer himself for reappointment in this AGM.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation. The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed under Section 149(6) of the Companies Act 2013 read with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, there has been no change in the Board of Directors of the Company. However, Mr. Sachin Khiwanmal Lohiya (DIN: 00953433) has resigned from the Directorship of the Company w.e.f. 31st day of July, 2017.

In accordance with the provisions of Section 203 of the Companies Act 2013, Mr. Sanjay Kumar Taparia, Managing Director, Mr. Khiwanmal M. Lohiya, Chief Financial Officer and Mr. Ajay Shrivastava are Key Managerial Personnels of the Company and there is no change in the same during the year under review.

FIXED DEPOSITS

The Company during the year under review has not accepted any deposits from Public. The Company had no unclaimed (overdue) deposits as on March 31,2017.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES BOARD MEETINGS:

The Board of Directors met 16 times during the financial year ended 31st March, 2017 in accordance with the provisions of the Companies Act, 2013 and other applicable rules and regulations. The details thereof are given in the Corporate Governance Report.

The Company has devised criteria for performance evaluation of independent Directors, Board/ Committees, and other Individual Directors which includes criteria for performance evaluation of Non Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

In order to evaluate the performance of individual Directors including the Chairman of the Board, a separate exercise was carried out for evaluation on parameters such as level of engagement and contribution, qualification, knowledge, skill and experience in the respective field, honesty, integrity, ethical behavior and leadership, independence of judgment, safeguarding the interest of the Company, attending the meeting regularly understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberation, ability to identify the cost benefits and implications of Board decisions etc.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail which includes various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

The performance evaluation of the Chairman, Managing Director & Executive Directors were carried out by the independent Directors at its separate meeting held on 30th March, 2017 in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & applicable provisions of Companies Act, 2013. The performance evaluation of the Independent Directors was also carried by the entire Board. The Directors expressed their satisfaction with the evaluation process.

The Board has, on the recommendation, of the Nomination & Remuneration committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel are annexed herewith as Annexure II & Annexure III to this Report.

COMMITTEES OF THE BOARD

Your Company has three Board level committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The details of the said committees are elaborated in Corporate Governance Report forming part of the Annual Report.

RISK MANAGEMENT POLICY

Your Company has adequate systematized risks identification measures, assessment, monitoring and controlling processes and the same are working fine. Notwithstanding above, the management desires to strengthen the present framework by improving current practices of risk assessment, monitoring and controlling by implementing latest techniques in monitoring and governance. Keeping this view in mind, the Company had evaluated current risk management practices pertaining to the Company and suggests overall changes and improvements to achieve structured risk governance.

The key risks and mitigating actions associated to the Company are also placed before the Audit Committee. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and system.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company and operational performance of business.

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a Compliance Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employees required under Section 197(12) of Companies Act 2013 read with Rule 5(1) the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 as amended rules are not applicable to the Company and hence not provided. There are no employees who come under the purview of Section 197 (12).

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2017 and state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures from the same;

ii) the Directors have selected such accounting policies and applied consistently and made judgment and estimates that 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 of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

INTERNAL FINANCIAL CONTROLS

The Company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory and statutory compliances. During the year under review, no material or serious observation has been received to the company for inefficiency or inadequacy of such controls.

Independence of the audit and compliance is ensured by the direct reporting of Internal Audit Division and to the Audit Committee of the Board.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of Companies Act, 2013 and rules prescribed thereunder, M/s K.K. Kabra & Co., Chartered Accountants, (Firm Registration Number 104493W) the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are ineligible for appointment due to the completion of the tenure of audit.

The Board has accordingly recommended the appointment of M/s. Rakesh R. Kabra, Chartered Accountants, Nasik from this AGM till the conclusion of the 24th AGM to be held in the year 2018. The Company has received a certificate from them to the effect that their appointment, if made, would be within the limits prescribed under Section 139(1) of the Companies Act, 2013. Accordingly, they are proposed to be appointed as Statutory Auditors of the Company for the year 2017-18 till the conclusion of the 24th Annual General Meeting of the Company to be held in the year 2018. The Board accordingly recommends the resolution forming part of the notice convening the meeting and sent to the members for approval.

AUDITORS REPORT

The Auditors Report on financial Statements for the year ended 31st March, 2017 forms part of this Annual Report and notes on the financial statements referred therein is self- explanatory.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There has been no material change, except the net worth of the Company which has been fully eroded earlier. The loan account of the Company declared as NPA in September, 2014 and Company have failed to pay interest and principal loan amount borrowed from bank (Punjab National Bank, Allahabad Bank) due to failure of expansion and mega project and non-disbursement of consortium finance by the Banks. However, we are expecting the same can be resolved by the Bank in the best interest of the Company by keeping in view the current operations and position of the Company and the interest associated of all stakeholders of your Company.

ROLL OUT UNDER GOODS AND SERVICE TAX (GST)

In roll out of the present Indirect Tax Regime, the Goods and Service Tax (GST) is implemented from the 1st day of July, 2017 replacing all the existing indirect taxes as "One Country, One Tax, One Market". Your Company has geared up itself to the tune of the new GST frame work which will not only lead to change in the indirect tax structure but shall also lead to the change in the business process/ functions. The Company has obtained the registration in respect of all its units and its branches across the country and is in compliance of the same. Your Company has priorly started creating awareness amongst the Marketing teams of various business segments, its vendors, dealers and customers. The Company has also implemented it with proper plan to be fully equipped and update under new regime.

SUBSIDIARY COMPANY

The Company had no subsidiary Company as on date and hence, no provisions regarding the same are applicable to the Company.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2017

In Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Milan Mehta & Associates, Company Secretaries (C.P. No 4826), to conduct Secretarial Audit of the Company for the financial year 2016-17.

Secretarial Audit Report issued by M/s Milan Mehta & Associates, Company Secretaries in Form MR-3 for the financial year 2016-17 forms part to this report and placed as Annexure IV. The said report does not contain any observation or qualification requiring explanation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the financial Year 2016-17, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014 which were in the ordinary course of business & on arms length basis & in accordance with the provisions of the Companies Act, 2013 and Rules issued thereunder & Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year 2016-17, there were no transactions with related parties which qualify as material transactions with related parties.

The details of the related party transactions are set out in Note - 29 to the financial statement forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure V to this Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

A "Vigil Mechanism Policy" as Whistle Blower for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

CODE OF CONDUCT COMPLIANCE

A declaration signed by the Managing Director affirming compliance for the Financial Year 2016-17 with the Companys Code of Conduct by the Directors and Senior Management is provided to the Board, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was set out in Corporate Governance Report forming part of the Annual Report.

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

Information on energy conservation, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-I to this report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMETS AND SECURITIES

The Company has not given any loans, directly or indirectly or guarantees or provided any security or made any investment covered under Section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Your Company has carried out various CSR activities during the year which includes organizing Blood Donation Camps and Tree Plantation Programmes etc. on timely basis enriching the social values and responsibilities.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) 2014 as Annexure VI.

GENERAL AND OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN:

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

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

The Company has in compliant with Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were received by the Company.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the associates. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, banker, customers, suppliers and business associates and deep sense of appreciation for the committed services by the executives, staff and workers of the Company. The directors are thankful to the esteemed shareowners for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Sanjay Kumar Taparia

(Chairman & Managing Director)

Place: Jalgaon

Date: 02nd September, 2017

Annexures to the Boards Report

Annexure I

Information as required under Rule 8(3) of the Companies (Accounts) Rules, 20141.

1. CONSERVATION OF ENERGY:-

a) Energy Conservation measures taken:

The conservation of energy continues to be the key focus area of your Company. Continuous monitoring and awareness amongst employees has helped in to avoid wastage of energy. Effective measures are being taken to monitor consumption of energy during the process of manufacturing. Further study is undertaken to evaluate various alternative sources of energy or alternative fuels for electricity generation.

b) Additional investments and proposals for reduction of consumption of energy:

The Company during the financial year has no plans executed of any capital nature investment which save the energy cost of the Company.

c) Impact of above measures:

The impact of measures has been positive and has helped to reduce overall electricity bill and other connected matters to total energy consumption and energy.

2. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:-

Research & Development (R & D)

a. Specific areas in which R & D work was carried out

> Developed Universal Pipe sizing technique

> Introduction of close monitoring of energy demand

> Up gradation of Line speed of Maillefer machine from 200 Mtrs pm to 220 Mtrs.

> Flat -Inline Hydrokol introduced first time

> We made In-house Flat coil wrapping Machine

> We made Flat tube packing side cover & Core assembling machine In-house

> Friction welding machine: Welding of Pipes and Fittings is now done by friction heat instead of traditional welding mechanisms.

> Indigenous formulation of flat dripper which is much more economic.

> Synchronization of cooling tower and temperature controller with the help of thermostat.

b. Benefits derived as a result of above R & D

> No requirement to change die & Mandrel for each sizes which reduces the idle time for changing of dies.

> Development of a system by which we will ensure to maintain optimum energy demand

> Lower scrap generation and improved productivity.

> Decrease in cost of flat dripper by 50%.

> Plastic part collector is designed to be inbuilt in machine which helps to keep better housekeeping.

> Reduction in water and energy wastage with the introduction of synchronized thermostat.

c. Future plan of action to exercise utmost care in maintaining the quality of its products and endeavor to upgrade the products and its ranges. In house development of testing quality and tool room so as to improve efficiency of products along with moulds particularly flat drip line so as to cater wider customer segment.

d. Expenditure on R & D is not significant.

Technology Absorption, adaptation and innovation

Your Company is using the latest technology of extrusion machine from DRTS Enterprises, USA, R. R. Plast Extrusions Ltd. and Kabra Extrusiontechnic Ltd. and for Injection Molding Company is using machines of Ningbo Haitai Machines Ltd., L&T Machines Ltd., Windsor Machines Ltd, Toshiba Machines Ltd. and Ferromatik Milacron India Ltd.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:- Nil

For and on behalf of the Board of Directors

Sanjay Kumar Taparia

Chairman & Managing Director

Place: Jalgaon

Date: 02nd September, 2017

Annexure II

NOMINATION AND REMUNERATION POLICY

I. PREAMBLE

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of every listed Company shall constitute the Nomination and Remuneration Committee. The Company has already constituted the same comprising of three non-executive independent Directors as required in order to align with provisions of the Companies Act, 2013.

II. OBJECTIVE

The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

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

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

III. DEFINITIONS

• "Board" means Board of Directors of the Company.

• "Company" means " Tulsi Extrusions Limited"

• "Key Managerial Personnel" (KMP) means

• Chief Executive Officer or the Managing Director or the Manager,

• Chief Financial Officer

• Company Secretary and

• Such other officer as may be prescribed

"Employee Stock Option" means the option given to the directors, officers or employees of a Company or of its holding company or subsidiary company or Companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the Company at a future date at a pre-determined price.

"Independent Director" means a director referred to in Section 149 (6) of the Companies Act, 2013.

• "Nomination and Remuneration Committee"

Shall mean a Committee of Board of Directors of the Company, constituted of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• "Policy or This Policy" means, "Nomination and Remuneration Policy."

• "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.

• "Senior Management" means personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads

IV. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013, and/or any other SEBI Regulation(s) as amended from time to time.

V. GUIDING PRINCIPLES

The Policy ensures that:

• The level and composition of remuneration is reasonable and sufficient to attract and motivate Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

• 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 goal.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

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

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) 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.

d) To carry out evaluation of every Directors performance.

e) To recommend to the Board the appointment and removal of Directors, Key Managerial Personnel and Senior Management.

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

g) Ensuing that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) 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.

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

VII. MEMBERSHIP

A) The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least half of them shall be independent.

B) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirement.

C) Minimum two (2) members shall constitute a quorum for the Committee meeting.

D) Membership of the Committee shall be disclosed in the Annual Report.

E) Term of the Committee shall continue unless terminated by the Board of Directors.

VIII. CHAIRPERSON

A) Chairperson of the Committee shall be an Independent Director.

B) Chairperson of the Company may be appointed as a member of the Committee but shall not Chair the Committee.

C) In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

D) Chairperson of the Nomination and Remuneration Committee could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

IX. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

X. COMMITTEE MEMBERSS INTERESTS

A member of the Committee is not entitled to be present when his or her own remuneration is disclosed at a meeting or when his or her performance is being evaluated.

The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

XI. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

XII. VOTING

Matters arising for determination at Committee meeting shall be decided by a majority of votes of members present and any such decision shall for all purposes be deemed a decision of the Committee.

In the case of equity of votes, the Chairman of the meeting will have a casting vote.

XIII. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

• Appointment criteria and qualification:

1) 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 to the Board his/her appointment.

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

3) The Company shall not appoint or continue the employment of any person as Managing Director/ Whole- time Director/ Manager 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 based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

• TERM/ TENURE:

1) Managing Director/ Whole-time Director/ Manager (Managerial Personnel):

The company shall appoint or re-appoint any person as its Managerial Personnel 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.

2) Independent Director

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

- No Independent Director shall hold office for more than two consecutive term, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director, Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on 01st October, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he/ she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that number of Board on which such Independent Director serves is restricted to seven listed companies as an Independent Director in case such person is serving as a whole time Director of listed company.

• EVALUATION

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular interval (yearly)

• REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rule made there under or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rule and regulations.

• RETIREMENT

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to the same position/ remuneration or otherwise even after attending the retirement age, for the benefit of the Company.

XIV. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT.

• General:

1) The remuneration/ compensation/ commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

2) The remuneration and commission to be paid to Managerial Person shall be as per the statutory provision of the Companies Act, 2013 and the rules made there under for the time being in force.

3) Increment to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

4) Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid of the remuneration payable to any such personnel. Provide that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• REMUNERATION TO NON- EXECUTIVE/ INDEPENDENT DIRECTOR

1) Remuneration / commission:

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

2) Sitting Fees:

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

3) Limit of Remuneration/ Commission:

Remuneration / Commission may be paid within the monetary limit approved by shareholder, subject to the limit not exceeding 1% of the net profit of the Company computed as per the applicable provisions of the Companies Act, 2013

4) Stock option:

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

XV. MINUTES OF COMMITTEE MEETING

Proceeding of all meeting must be minuted and signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee Meeting.

XVI. DEVIATION FROM THIS POLICY

Deviation on elements of this policy in extraordinary circumstances, when deemed necessary in the interest of the Company, will be made if there are specific reasons to do so in an individual case.

For and on behalf of the Board of Directors

Sanjay Kumar Taparia

Chairman & Managing Director

Place: Jalgaon

Date: 02nd September, 2017