DIRECTORS' REPORT TO, THE MEMBERS WALCHAND PEOPLEFIRST LIMITED The Directors are pleased to present the 96thAnnual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2016 2. DIVIDEND: Your Directors are pleased to recommend a final dividend of Rs. 1.25/- per equity share. 3. TRANSFER TO RESERVES: The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations. 4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIQN AND FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of energy - Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of energy is not applicable to the Company. (B) Technology Absorption - Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Technology Absorption is not applicable to the Company. (C) Foreign exchange earnings and Outgo- The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows is as follows: 5. MANAGEMENT DISCUSSION AND ANALYSIS: Industry Structure & Developments The news on the Indian Economy is mixed. Banks like Credit Suisse and Deutsche Bank have downgraded the Indian market and have flagged global investors over India's slower than expected reform process. By the end of fiscal 2016, the sentiment seemed to have turned negative, reflecting perhaps excessive optimism about the pace of reform and therefore the potential rate of growth of the economy and corporate profitability in the immediate aftermath of the 2014 elections. Rating agency Crisil has said that there are no signs of the Indian economy sharply rebounding in FY 2017 as the fiscal policy remains restrictive. Leverage and non-performing assets of banks will remain a challenge. The agency has predicted that monsoon will also be a major factor to decide consumption. At present the consumption is mainly from urban areas. If it rains, the rural consumption will grow. Along with spurring rural consumption, big attention is required towards two sectors - Power and Banking - as unless they are cleared up they will restrict the flow of credit into the system which is critical for industry growth. Opportunities & Challenges The industry for HR services has been around from more than three decades. Over the last few years, the HR industry has witnessed some radical leaps. While there are varying opinions on the exact size of the industry, Recruitment services account for the major share - almost 70%. Some of the other services that command a big market share include Ijearning & Development, Outsourcing, Technology and Consulting/Advisory services. As per the People Matters' HR Industry Study 2015, the size of India's HR industry is Rs. 40,000 crores, of which the Learning & Development and Consulting segments are over Rs. 10,000 Crores. Companies are increasing their budgets for training, leadership development, coaching & executive education. Top areas which are outsourced are Hiring, Trainingprograms, Succession planning, Communication, Assessment products and Rewards & Recognition. Deloitte's Annual Global Human Capital Survey 2015 said that Corporate Learning emerged as a pressing issue among corporates. 85% of the respondents ranked Learning & Development as a priority issue compared to 70% last year. Given the wide skill gap in the organization, learning has become a business critical priority for skilling. Skilling and education are two segments where buyers & sellers will collaborate. Driven primarily by demand for more skilled manpower in the corporate sector, the Learning & Development segment in India comprises learning at all levels from school education to corporate training. The demographic composition of the workforce is changing with more personnel from the rural sector and Tier II cities entering the organized sector. While it is widely recognized that a very small percentage of academic courses in India churn out professionals who are fit to join the corporate workforce, the last few years have seen a large number of corporations hiring professionals at the grassroots level and grooming them as per their requirements. Training at grassroots level will shape the direction of learning & Development services in the country. Your company enjoys market leadership in the areas of Corporate Learning & Development and Consulting services .With a full-spectrum of services including training programs in Communication, Inter-personal skills, Presentation skills, Selling skills, Customer Service and Leadership development as well as Assessments services, Organization Design, Talent Management and Succession planning services your company is the preferred partner to hundreds of clients. One large area of impact in the client organizations is that of Employee Engagement from benchmarking services to solution implementation. To further expand the company's reach to grassroots level training we now plan to increase our focus on employability training under the India Futures division .This segment will leverage opportunities with educational institutions, government and its partners as well as through corporate CSR. One key gap being faced by players in this area is that the industry lacks qualified trainers and the talent shortage is one of the most significant challenges that CEO's of Learning & Development companies face. The lack of certified professional trainers in India can potentially hinder growth and maturity of the market. Dale Carnegie has a strong track record of developing globally certified trainers and facilitators for over a 100 years. Building on this expertise, India Futures will be offering certification courses for career development facilitators. Your company sees a great opportunity in capacity building for the learning & Development industry. Outlook, Risks & Control Some economists believe that the Indian Economy on the whole is doing fine, but there are risks to global growth which can slowdown more which is bound to affect India. The current government which is at its mid-point has a critical task of implementing the announced reforms during 2016-17. The Government will be closely watched for its success in getting the pending big ticket reforms when GST and Bankruptcy code passed which will not only be a big sentiment booster but will enhance country's medium term growth potential. There are several opportunities for the sector and the outlook for the coming months will continue to remain positive. The demand side challenges and increasing pressure on HR organizations in India will compel the creation of new services. The imminent skills shortage, changing nature of the workforce composition and the growing influence of social media will likely drive the introduction of new services such as employer branding consulting and online / computer based skilling services which will drive new and innovative products in the areas of talent and performance management, engagement and retention. Cautionary Statement Your Company endeavors to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Company's objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement. Internal Control Systems Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee / Board of Directors of your Company. Financial Performance Total income achieved during the year under review is INR 2414.55 lakhs as against INR 1911.30 lakhs in the previous year. Income from operations of the Company has been INR 2274.95 lakhs against INR 1805.43 lakhs in the previous year, showing an increase of 26%. After providing for taxation of INR 117.89 lakhs and deferred tax liability of INR 9.92 lakhs, the net profit of the Company is INR 248.10 lakhs as against the profit after tax of INR 116.02 lakhs in the previous year. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 608.75 lakhs as compared to INR 401.74 lakhs in the previous year, and hence has increased by 52% compared to the previous year, largely on account of increase in revenues. Total EBITDA is 17% on total income as compared to 11% in last year. Total PAT is 10% on total income as compared to 6% in last year. Human Resources While growth and success are the prime motto of your Company, at the same time it also realizes the importance of its intellectual capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefit plans for all its employees. In order to develop a healthy environment within the organization, we have a strong Performance Management System which ensures fairness and growth of all individuals. A comprehensive code of conduct has been developed for all employees which reinforces our work ethics. An average eight days of training per year for each employee is directed at enriching leadership, behavioral, functional and technical skills as well as bringing about a change in the attitude, knowledge and skill of employees. Thus, through this process of learning and concurrent rewarding, your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success. 6. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD: The Financial Statement of the Company/Board Report has not been revised during the Financial Year 2015-2016 as per Section 131 of the Companies Act, 2013. 7. ANNUAL RETURN: The extract of Annual Return pursuant to Section 92 of the Companies Act,2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31st March, 2016. 8. FIXED DEPOSITS: The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under. 9. THE DETAILS INJRESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically. 10. BOARD MEETINGS: The Board of Directors (herein after called as "the Board") met for four times during the Year under review: 12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013: Pursuant to Section 149(4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 (subject to amendment and re-enactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board. All the above Independent Directors meet the criteria of 'independence' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of' independence' as required under section 149(7) of the Companies Act, 2013. 13. COMMITTEES OF BOARD: L Nomination and Remuneration Committee: In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of three Non-executive Directors, all the Directors being Independent Directors. The Committee acts in accordance with the 'Terms of Reference' approved and adopted by the Board from time to time. Remuneration Policy > Introduction: The Company considers human resources as its invaluable assets. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 read with rules and the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonise the aspirations of human resources consistent with the goals of the Company. > Objective and purpose of the policy: • To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors (Executive and Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees; • To formulate the criteria for evaluation of performance of all the Directors on the Board; • To devise a policy on Board diversity; • To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company's goals and support the organization's business strategy, operating objectives and human capital needs. > Constitution of Nomination and Remuneration Committee: The Board has constituted the Remuneration Committee on April 29, 2004. The nomenclature of the said Committee was changed to "Nomination and Remuneration Committee" on 17thApril, 2014.This is in line with the requirements of the Companies Act, 2013. The Board has the authority to reconstitute the Committee from time to time. > Terms of Reference of the Nomination ani Remuneration Committee: The Nomination & Remuneration Committee is the subcommittee of the Board of Directors of the Company and the terms of reference of the Committee shall be decided by the Board from time to time. The roles and responsibilities of the Nomination and Remuneration Committee shall be as follows: 1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees; 2. To identify persons who are qualified to become Directors and who may be appointed in senior management and recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance; 3. To determine such policy, taking into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company; 4. To review the ongoing appropriateness and relevance of the remuneration policy; 5. To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes; 6. To decide on all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to the Executive Directors and other senior executives and the performance targets to be used; 7. To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the Company's standard form contract for Executive Directors from time to time; 8. To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the Directors, Key Managerial Personnel and other employees. > Appointment of Directors and Key Managerial Personnel: The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and KMP and recommending candidates to the Board, when circumstances warrant the appointment of a new Director and KMP, having regard to the experience and expertise as may be deemed appropriate by the Committee at the time of such recommendation. > Term of appointment of Directors: a) Managing Director/ Whole-time Director/Manager: The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager 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 Directors: 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 Board's Report. No Independent Director shall hold office for more than two consecutive terms, 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. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies. > Removal: Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under including any amendments made thereon and any other applicable acts, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, Rules and Regulations. > Retirement: The directors and KMP 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 retain the Directors and KMP after attaining the retirement age, for the benefit of the Company. > Remuneration of Non-Executive Directors: The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees as detailed hereunder: Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rules, 2014 (including any statutory modification or re-enactments thereof from time to time). > Remuneration of Managing Director, CEO and Executive Director: i. The remuneration/commission to the Managing Director, CEO and Executive Director will be determined by the Committee and recommended to the Board for approval. ii. The remuneration, commission and increments to be paid to the Managing Director, CEO and Executive Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made there under. iii. At the time of appointment or re-appointment, the Managing Director, CEO and Executive Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the CEO & Managing Director and Executive Director within the overall limits prescribed under the Companies Act, 2013 and rules made thereunder. iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable. v. The remuneration of the Managing Director, CEO and Executive Director is broadly divided into fixed and variable components. The fixed compensation shall comprise of salary, allowances, perquisites, amenities and retiral benefits. The variable component shall comprise of performance bonus/commission. vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following: a. The relationship of remuneration and performance benchmarks is clear; b. Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals; c. Responsibility required to be shouldered by the Managing Director, CEO and Executive Director and the industry benchmarks and the current trends; vii. The Company's performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs. > Remuneration of Key Managerial Personnel and other employees: i. In determining the remuneration of the KMPs and other employees, the Nomination & Remuneration Committee shall consider the following: a. The relationship of remuneration and performance benchmark is clear; b. Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; c. The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance based incentive; d. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market; ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval. iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives. > Remuneration to Non-Executive / Independent Director: The Non-Executive / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance Committee Meeting, for which no sitting fees shall be paid. The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under. EL Audit Committee: The existing 'Audit Committee' of the Company consists of four Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with'the 'Terms of Reference' specified by the Board in writing from time to time. The Composition of the Committee is as under: Terms of Reference of the Audit Committee The functions of the Audit Committee are broadly as under: 1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company; 3. Approval of payment to Statutory Auditors for any other services rendered by them; 4. Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Qualifications in the draft audit report. 5. Reviewing with the management, the quarterly financial statements before submission to the board for approval; 6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor's independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism: a. Every listed company or such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed; b. The vigil mechanism under sub-section (9) of section 177 of the Companies Act, 2013 read with rules shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases; 19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 20. The Audit Committee shall mandatorily review the following information: a. Management discussion and analysis of financial condition and results of operations; b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management; c. Management letters / letters of internal control weaknesses issued by'the statutory auditors; d. Internal audit reports relating to internal control weaknesses; and e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee; 21. The Audit Committee shall have powers, which should include the following: a. To investigate any activity within its terms of reference. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of section 177 of the Companies Act, 2013 read with rules or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company; b. To seek information from any employee; c. To obtain outside legal or other professional advice; d. To secure attendance of outsiders with relevant expertise, if it considers necessary; 22. All Related Party Transactions shall require prior approval of the Audit Committee. Approval or any subsequent modification of transactions of the company with related parties; 23. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee. Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the company. Furthermore, where the company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter. HL Stakeholders Relationship Committee/ Shareholders Grievance Committee: The Committee has the mandate to review, redress shareholders' grievances and to approve all share transfers. The composition of the Stakeholders Relationship Committee / Shareholders Grievance Committee as on March 31, 2016 is as under:- Mr. Vivek Wadhavkar, Senior Manager (Accounts and Finance) has been designated as the Compliance Officer. The functions of the Stakeholder's Relationship Committee / Shareholders' Grievance Committee include the following: - 1. Transfer /Transmission of shares; 2. Issue of duplicate share certificates; 3. Review of shares dematerialized and all other related matters; 4. Monitors expeditious redressal of investors' grievances; 5. Non receipt of Annual Report and declared dividend; 6. All other matters related to shares. IV. The vigil mechanism: Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (wwwjyalchandpeQplefirst.com). 14. QIT AT TFTCATTONS GIVEN BY THE AUDITORS: There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report and by Secretarial Auditor, in their report. 15. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188( 1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter LX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - II. 16. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of Conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your Company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013. For the purpose of carrying out performance evaluation exercise, three types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of five (as the Performance Evaluation Policy). Such evaluation exercise has been carried out: (i) of Independent Directors by the Board; (ii) of Non-independent Directors by all the Independent Directors in separate meeting held for the purpose on 29th January, 2016; (iii) of the Board as a whole and its Committees by all the Independent Directors in separate meeting held for the purpose on 29th January, 2016; (iv) of the Chairperson of your Company by the Independent Directors in separate meeting held on 29thJanuary, 2016 after taking into account the views of the Executive/ Non-Executive Directors; (v) of the Board by itself. Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. 17. AUDITORS: M/s. K S. Aiyar & Co., Statutory Auditors of your Company having (ICAI Firm Registration 100186W)were appointed at the 95th Annual General Meeting of the Company held on 31st July, 2015 for a period of 5 years i.e. from FY 20152016 to 2019-20 subject to the ratification by the Members in every Annual General Meeting. In view of the above, the Audit Committee is requested to note the ehgibility of the Statutory Auditors for ratification of their appointment at the 96th Annual General Meeting of the Company, based on the Certificate received from them confirming that their ratification will be in accordance with the limits as laid down under Section 139 of the Companies Act, 2013 and that they do not attract any disqualification u/s. 141 of the Companies Act, 2013. 18. SECRETARIAL AUDITOR: The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision'of section 204 of the Companies, Act 2013 read with rules for conducing Secretarial Audit of Company for the financial year 2015-2016. The Report of the Secretarial Audit is annexed herewith as Annexure HJ. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks. 19. EQUITY SHARES WITH DIFFERENTIAL RIGHTS: The Company has not issued any equity shares with deferential voting rights. 20. DISCLOSURE REMUNERATIONJAIIXTQ DHIECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES: a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. b. The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT-9 - Extract of the Annual Return (appended as Annexurel). 21. DIRECTORS' RESPONSD3H,ITY STATEMENT: Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your Directors make the following statement and confirm that- (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (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. 22. Acknowledgement: Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company. For and on behalf of the Board Pallavi Jha Chairperson & Managing Director DIN:- 00068483 Address:- 201, Sterling Heritage 39, N S Patkar Marg, Gamdevi, Mumbai - 400 007 Place: Mumbai Date: 27th April, 2016 |