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Vakrangee

BSE: 511431|NSE: VAKRANGEE|ISIN: INE051B01021|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '17    Mar 16

Dear Shareholders,

The Directors are pleased to present the 27th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2017.

1. PERFORMANCE OF THE COMPANY

The Company’s performance is summarized below:

FINANCIAL RESULTS

(Rs. in Lakhs except EPS and per share data)

Standalone

Consolidated

2016-2017

2015-2016

YoY growth (%)

2016-2017

2015-2016

YoY growth (%)

Sales and other income

394894.72

316861.27

24.63

400046.38

319073.66

25.38

EBITDA

94243.92

82256.08

14.57

95129.34

82639.16

15.11

Profit before tax

81969.48

60282.52

35.98

82781.40

60603.18

36.60

Provision for Income Tax

30954.26

24074.91

28.57

31111.63

24129.53

28.94

Provision for Deferred Tax

(1279.38)

(2950.06)

(56.63)

(1290.71)

(2957.41)

(56.36)

Tax for earlier Year

-

-

-

-

-

-

MAT Credit Entitlement

-

-

-

(119.04)

(54.62)

117.94

Profit after tax

52294.60

39157.67

33.55

53062.88

39447.99

34.51

EPS (Rs.)

9.88

7.53

31.21

10.03

7.62

31.63

PERFORMANCE

Standalone:

During the year, your Company recorded the total income of Rs.394894.72 Lakhs from Rs.316861.27 Lakhs in previous year, a growth of 24.63%. The EBITDA stood at Rs.94243.92 Lakhs from Rs.82256.08 Lakhs in previous year, an increase of 14.57%. Profit after Tax was increased to Rs.52294.60 Lakhs from Rs.39157.67 Lakhs in previous year, up by 33.55%.

Consolidated:

During the year, your Company recorded the total income of Rs.400046.38 Lakhs from Rs.319073.66 Lakhs in previous year, a growth of 25.38%. The EBITDA stood at Rs.95129.34 Lakhs from Rs.82639.16 Lakhs in previous year, an increase of 15.11%. Profit after Tax was increased to Rs.53062.88 Lakhs from Rs.39447.99 Lakhs in previous year, up by 34.51%.

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from April 1, 2016. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in the Notes to Financial Statements (Standalone and Consolidated).

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.2/- per equity share i.e. 200% on each equity share having Face value of Rs.1/- each (previous year Rs.1.25 per share), subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.12739.43 Lakhs including Dividend Distribution tax of Rs.2154.79 Lakhs. Dividend (including dividend tax) as a percentage of consolidated Net Profit After Tax will be 24.00% as compared to 20.20% in the previous year.

The dividend payout is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy as adopted by the Company is annexed herewith as “Annexure 1’!

3. SHARE CAPITAL

During the year,

Your Company issued and allotted 36,250 Equity Shares having face value Rs.1/- each upon conversion of options granted, vested and exercised under the Employee Stock Option Schemes (ESOP Schemes) of the company on November 9, 2016 to the employees of the Company.

After the aforesaid issue & allotment, the Paid-up Share Capital of the Company as on March 31, 2017 stood at Rs.5292.32 Lakhs comprising of 52,92,32,420 equity shares of Rs.1/- each from Rs.5291.96 Lakhs comprising of 52,91,96,170 equity shares as on March 31, 2016.

4. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

5. SUBSIDIARIES

As on March 31, 2017, the company has three Subsidiaries which are described in detail below. In accordance with Section 129(3) of the Companies Act, 2013, the company has prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC - 1 is annexed herewith as “Annexure 2”. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company. As on March 31, 2017 the Company does not have any material subsidiary companies. However, the Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at www.vakrangee.in

During the Financial Year 2016-17, Company had the following subsidiaries:

Vakrangee e-Solutions INC.

The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines. The first contract under the initiative was “Land Titling Computerization Project”, under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with various PSU Banks and their Rural Regional Branches for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include opening of Bank Accounts, Deposits, Withdrawals and Remittances. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

Vakrangee Logistics Private Limited

Vakrangee Logistics Private Limited, incorporated in March 2016, is a wholly owned subsidiary of Vakrangee Limited. Vakrangee Logistics is building for its alliance partners, an unparalleled last-mile delivery capabilities and thus expanding their reach to unserviceable pincodes, where the logistics challenges are the maximum for traditional logistics companies. Vakrangee Logistics leverages the physical presence of Vakrangee Kendras to offer the last-mile delivery services. Vakrangee Logistics is currently building delivery capabilities of more than 35,000 Vakrangee Kendras covering more than 5000 pincodes and is planning to setup and manage a total of 75,000 centers covering all pincodes in India. The key services offered by Vakrangee Logistics include forward delivery, reverse pick-ups and courier booking. Vakrangee Logistics through its network ensures a hassle-free experience to its partners and end-customers.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), is enclosed separately with this Annual Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Board of Directors hereby states:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they have 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 profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

8. CORPORATE GOVERNANCE

Your Company is in compliance with the governance requirements under the Companies Act, 2013 and SEBI LODR. The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, Corporate Social Responsibility Policy and Whistle Blower Policy. These Policies are available on the website of the Company at http:// vakrangee.in/company_policies.php. A separate Section on Corporate Governance Practices followed by the Company, together with a Certificate from the Company’s Auditors M/s. S K Patodia & Associates, Chartered Accountants, confirming Compliance with the conditions of Corporate Governance as stipulated under SEBI LODR is provided herewith this report.

A Certificate from the CEO and CFO of the Company in terms of SEBI LODR, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also annexed herewith the Report.

Morgan Stanley Capital International Inc. (MSCI), a leading provider of global indices and benchmark related products and services to investors worldwide has provided an ESG (Environment, Social and Governance) rating of ‘BBB’ to Vakrangee as on July 14, 2016.

Excerpts from the MSCI Report -

“The company’s access to finance initiatives include the provision of core banking, insurance and financial services to underserved populations in rural, semi-rural, and urban populations in India, a country where the penetration of banking services is low. Further, the company’s corporate governance practices are well aligned with shareholder interests.”

Corporate Governance Analysis - “Vakrangee falls into the highest scoring range for all the companies we assess relative to global peers, indicating that the company’s corporate governance practices are generally well aligned with shareholder interests.”

Access to Finance Analysis - “The company’s business lines and the geographic distribution of its revenues suggest moderate potential for growth through the expansion into underserved market segments. Our analysis finds robust initiatives in this area. The company therefore appears well positioned to capitalize on this opportunity. In the context of global industry peers, Vakrangee ranks above average”

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

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipments with latest technologies. The expenses on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures. Further details on the conservation of energy have been given under the Management and Discussion Analysis of this report.

Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins. Further details on the technology absorption have been given under the Management and Discussion Analysis of this report.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Rs.571.72 Lakhs Foreign Exchange Outgo: Rs.126.97 Lakhs

10. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as “Annexure 3”.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the information required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, with regard to a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for re-appointment on passing of a Special Resolution by the Company and shall not be liable to retire by rotation.

As per the requirements of Section 152(6) of Companies Act, 2013, Mr. Dinesh Nandwana retires by rotation and being eligible, offers himself for re-appointment as the Director of the company in the ensuing Annual General Meeting.

The Directors are reputed professionals with diverse functional expertise, industry experience, educational qualifications and a gender mix relevant to fulfilling the company’s objectives and strategic goals.

The details of Training and Familiarization Programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

Mr. Subhash Singhania has been designated as Chief Financial Officer vide Resolution passed at the Board Meeting of the company dated May 11, 2016.

12. DECLARATION OF INDEPENDENCE

The Independent Directors of your Company have given the Certificate of Independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

13. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS

During the year, four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the Evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on August 27, 2016.

c. Audit Committee

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

d. Nomination & Remuneration and Compensation Committee

The Company has duly constituted Nomination and Remuneration and Compensation Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR.

The Board has framed a Nomination and Remuneration Policy and Policy on fixation of criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as “Annexure 4”.

The details of the Composition of the Nomination and Remuneration and Compensation Committee are given in the Corporate Governance Report.

e. Risk Management

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

A detailed note on risk management policy is given under Management Discussion and Analysis Report annexed to this Annual Report.

f. Corporate Social Responsibility (CSR)

The Company is required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

The Board of Directors of the Company has constituted a CSR Committee. The details of the Composition of the CSR Committee are given in the Corporate Governance Report.

The disclosures required to be given under Section 135 of Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in “Annexure 5” forming part of this Board’s Report.

The Company also has in place a CSR Policy and the same is available on the website of the Company at http:// vakrangee.in/pdf/company-policies/Corporate%20Social%20 Responsibility_Policy.pdf

14. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor

The term of M/s. S K Patodia & Associates, Chartered Accountants would expire at the conclusion of 27th Annual General Meeting of the Company under Section 139(2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. The Board of Directors in its meeting held on February 4, 2017, identified and recommended appointment of Price Waterhouse Company LLP, a reputed Firm of Chartered Accountants, who have confirmed their eligibility and qualification required under the Act for holding the office as the Statutory Auditors of the Company, subject to approval of the Members in the ensuing Annual General meeting.

The Notes on financial statement referred to in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

M/s. S. K. Jain & Co., Practicing Company Secretaries, was appointed to conduct Secretarial Audit of the Company for the financial year 2016-2017 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as “Annexure 6” to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at http://vakrangee.in/pdf/company-policies/Whistle%20 Blower%20&%20Vigil%20Mechanism.pdf

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: NIL

b) No. of Complaints disposed off: NIL

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report. There was no change in company’s nature of business during the FY 2016-17.

18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts / arrangements / transactions entered by the company were in Ordinary Course of the Business and on Arm’s Length basis. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party

Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 47 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company’s website http:// vakrangee.in/pdf/company-policies/Risk%20Management%20 Policy.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

19. BUSINESS RESPONSIBILTY REPORT

As stipulated under the SEBI LODR, the Business Responsibility Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective is separately provided in this Annual Report.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY

During the year under review, the Company has not given any loans and guarantees nor provided securities. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

21. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safekeeping of its Assets, optimal utilization of Resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the Financial year, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

22. EMPLOYEES STOCK OPTION SCHEME

The Company has implemented the Employees Stock Option Scheme (‘‘ESOP Scheme’’) in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘the SEBI Guidelines’). The Nomination and Remuneration and Compensation Committee, constituted in accordance with the requirements of Companies Act 2013 and SEBI LODR, administers and monitors the Scheme. In 2014, with the implementation of the new Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, (SEBI Regulations) the company has aligned its ESOP scheme 2008 as per the requirements of the said Regulations. Also, on May 23, 2014, the company vide a Special Resolution passed through Postal Ballot, adopted a new ESOP Scheme 2014 in pursuance of the said Regulations.

The ESOP Schemes have been made applicable to all the permanent employees including Directors, whether whole-time or not but excluding Independent Directors of the Company working in India or abroad. The ESOP Schemes of the Company is also made applicable to all the permanent employees of its subsidiaries including Directors, whether whole-time or not but excluding Independent Directors working in India or abroad. Provided however those persons who are “Promoters” or part of the “Promoter Group” and a Director holding, either by himself or through his relative or through any body corporate, directly or indirectly, more than 10% of the outstanding equity shares of the company shall not be entitled to participate in the ESOP Schemes of the company.

The objects the ESOP Schemes are:

1. To provide means to enable the Company and its subsidiaries to attract and retain talent in the Company in the long run.

2. To enhance the performance potential of the employees in achieving the success goals of the company.

3. To motivate the employees of the Company with incentives and reward opportunities and to enable them to participate in the future growth and success of the Company.

4. To achieve sustained growth of the Company and the enhance shareholder value by aligning the interests of the Employees with the long term interests of the Company.

5. To maintain a sense of good management and discipline in the company.

6. To create a sense of ownership and participation amongst the Employees.

7. To reduce the cost by providing non-cash compensation.

The applicable disclosures as stipulated under the SEBI Regulations as at March 31, 2017 are given below:

Date of all grants as at 31.03.2017

Price per options*

No. of total options granted

31.07.2009

Rs.3.10

5414000

30.12.2009

Rs.3.39

412000

18.05.2010

Rs.7.33

3124000

24.11.2010

Rs.7.50

1735000

12.08.2011

Rs.7.50

1297000

20.07.2012

Rs.20.00

1190000

20.07.2012

Rs.10.00

2000000

26.11.2014

Rs.64.70

1069100

11.03.2016

Rs.113.08

967200

Total

17208300

Total Options Vested as at 31.03.2017

Price per options*

No. of total options Vested

31.07.2009 grant

Rs.3.10

4293240

30.12.2009 grant

Rs.3.39

196000

18.05.2010 grant

Rs.7.33

2262920

24.11.2010 grant

Rs.7.50

999540

12.08.2011 grant

Rs.7.50

599440

20.07.2012 grant

Rs.20.00

130250

20.07.2012 grant

Rs.10.00

500000

26.11.2014 grant

Rs.64.70

170000

11.03.2016 grant

Rs.113.08

31250

Total

9182640

Total Options Exercised as at 31.03.2017

Price per options*

No. of total options Exercised

31.07.2009 grant

Rs.3.10

3254960

30.12.2009 grant

Rs.3.39

193000

18.05.2010 grant

Rs.7.33

1723660

24.11.2010 grant

Rs.7.50

642000

12.08.2011 grant

Rs.7.50

497000

20.07.2012 grant

Rs.20.00

98500

20.07.2012 grant

Rs.10.00

500000

26.11.2014 grant

Rs.64.70

NIL

11.03.2016 grant

Rs.113.08

NIL

Total

6909120

The total number of shares arising as a result of exercise of Options during FY 2017

36,250

Options Lapsed during FY 2017

4,49,505

Money realised by exercise of Options during FY 2017

Rs.7.25 Lakhs

Total number of Options in force as at 31.03.2017

15,62,775

Employee wise details of Options granted during the year to:

i. Senior managerial personnel

NIL

ii. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted

NIL

iii. Identified employees, who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

NIL

* Price per options has been rounded off to the nearest decimal places.

The Company has obtained a certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders.

23. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2017 made under the provisions of Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as “Annexure 7”.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no Significant and Material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts.

25. HUMAN RESOURCES INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation’s growth and its sustainability in the long run.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company’s customers, shareholders, suppliers, banks, Central and State Government authorities, Regulatory authorities and Stock Exchanges for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/- Sd/-

Dinesh Nandwana Dr. Nishikant Hayatnagarkar

Managing Director & CEO Whole- Director

(DIN:00062532) (DIN:00062638)

Place: Mumbai

Date: July 31, 2017

Source :
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