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13.
Extract of the Annual Return
This is given at page number 33.
14.
Auditors
Dalal & Shah Chartered Accountants LLP,
the Statutory Auditors (the Auditors) of the
Company, will retire at the conclusion of the ensuing
Annual General Meeting (AGM). They have given
their consent to continue to act as the Auditors for
2016-17, if reappointed. The relevant Notes forming
part of the accounts are self-explanatory and give
full information and explanation in respect of the
observations made by the Auditors in their report.
The Shareholders ratified the appointment of
R Nanabhoy & Co as the Cost Auditors for
2015-16 on August 04, 2015. The Board appointed
Mr A C Doshi, Practising Company Secretary, as the
Secretarial Auditor for 2015-16 on April 29, 2015,
and his report is given at page number 44.
15.
Directors’ responsibility statement
Pursuant to Section 134 (5) of the Companies Act,
2013, the Directors confirm that, to the best of their
knowledge and belief:
15.1
The applicable Accounting Standards were followed
along with proper explanations relating to material
departures in the preparation of the annual
accounts.
15.2
The Accounting Policies were selected and applied
consistently and judgements and estimates were
made that were 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.
15.3
Proper and sufficient care was taken 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.
15.4
The attached annual accounts for the year ended
March 31, 2016 were prepared on a going concern
basis.
15.5
Adequate Internal Financial Controls to be followed
by the Company were laid down and the same were
adequate and operating effectively.
15.6
Proper systems were devised to ensure compliance
with the provisions of all applicable laws and the
same were adequate and operating effectively.
16.
Directors
16.1
Appointments | Reappointments | Cessations
16.1.1 Subject to the approval of the Members in the AGM,
Mr B N Mohanan was reappointed as a Whole-time
Director effective January 01, 2017 for a period
of 3 years.
16.1.2 According to Article 86 of the Articles of Association
of the Company, Mr B S Mehta and Mr B N Mohanan
retire by rotation and being eligible, offer themselves
for reappointment at the forthcoming AGM
scheduled on July 29, 2016.
16.2
Policies on appointment and remuneration
16.2.1 Appointment
While recommending appointment of the Directors,
the Nomination and Remuneration Committee
considers the following factors:
i) Qualification: well-educated and experienced
in senior leadership positions in industry |
profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section
149 (6) of the Companies Act, 2013 for the
Independent Directors, including no pecuniary
interest and conflict of interest
16.2.2 Remuneration of the Non-executive Directors
i) Sitting fees: up to
`
20,000 for attending a
Board, Committee and any other meeting
ii) Commission: up to 1% of net profit as may be
decided by the Board based on the following
factors:
a. Membership of Committee(s)
b. Profit
c. Attendance
d. Category (Independent or Non-independent)
16.2.3 Remuneration of the Executive Directors
This is given under para number 17.2.
16.3
Criteria and method of annual evaluation
16.3.1 The criteria for evaluation of performance of
a) the Non-independent Directors (Executive)
b) the Non-independent Directors (Non-executive)
c) the Independent Directors d) the Chairman
e) the Committees of the Board and f) the Board as
a whole are summarised in the table at the end of
the Directors’ Report at page number 24.
16.3.2 The Independent Directors have carried out annual:
i) Review of performance of the Non-independent
Directors – Executive
ii) Review of performance of the Non-independent
Directors – Non-executive
iii) Review of performance of the Chairman
iv) Assessment of quality, quantity and timeliness
of the flow of information to the Board
v) Review of performance of the Board as a whole
16.3.3 The Board has carried out annual evaluation of
performance of:
i) Its Committees namely Audit, Nomination and
Remuneration, Stakeholders Relationship, CSR
and Investment
ii) The Independent Directors
The templates for the above purpose were
circulated in advance for feedback of the
Directors. In addition, the Chairman also held
discussions with the Directors individually.
16.4
Familiarisation Program for the Independent Directors
The Company has a Familiarisation Program for
its Independent Directors. It comprises, amongst
others, presentations by and discussions with the