COMPLIANCE FY 2014-15

In compliance with Rule 15 of the Companies (Appointment of Directors) Rules, 2014, it is notified that Mr. Amit Jatia had resigned from the directorship of the Company with effect from close of business hours on 31st March, 2015.
In compliance with Rule 15 of the Companies (Appointment of Directors) Rules, 2014, it is notified that Ms. Smita Jatia had resigned from the directorship of the Company with effect from close of business hours on 31st March, 2015.

ANNEXURE – IV
Annual Report on Corporate Social Responsibility (CSR) Activities for the Financial Year 2014-15
(Vide the Annexure to the Companies (Corporate Social Responsibility Policy) Rules, 2014)

A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or Programmes:
The Company’s CSR policy is an integration of business operations and values, whereby the interests of all stakeholders including investors, customers, employees, the community and the environment are reflected. The Corporate Social Responsibility Committee had formulated and recommended a Corporate Social Responsibility Policy to the Board of the Company which was subsequently adopted by it and is being implemented by the Company.
CSR Activities that may be undertaken by the Company are included under Section 135 of the Act and in the Rules made thereunder. The activities will be undertaken as projects, programmes or activities excluding activities undertaken in pursuance of the normal course of business of the Company.
The maximum amount of spend on CSR activity during the year should not be less than 2% of the average net profits of the Company made during the three immediately preceding financial years. The surplus arising out of CSR activity will not be part of business profits of the Company and it would be added back to the CSR spends.
The Composition of the CSR Committee:
The CSR Committee of the Company is composed of the following members of the Board of Directors: Mr Banwari Lal Jatia (Chairperson), Mr Ranjit Paliath and Mr P. R. Barpande.
Average net profit of the Company for last three financial years:
Rs. 24.67 Crores
Prescribed CSR Expenditure (two percent of the amount as in item 3 above):
Rs. 49.34 Lacs
Details of CSR spend during the financial year:
Total amount to be spent for the financial year – Rs 49.34 lacs.
Amount unspent, if any – Rs 4.55 lacs.
Manner in which the amount spent during the financial year is detailed below:
CSR project or activity identified:
To support a host of communities through donations in cash or kind (books, toys, clothes, food etc).
Sector in which the project is covered(as in Schedule VII):
Promoting education and employment among unprivileged children
Projects or programme (Local area or other), specify the state and district where projects or programs were undertaken:
Rajasthan (District: Ajmer); Chhattisgarh (District: Raipur); Delhi; Hyderabad; Maharashtra (District: Raigadh) and Uttarakhand
Amount outlay (budget) project or programs wise
Rs. 49.34 Lacs
Amount spent on the projects or programs
Sub – heads
(1) Direct expenditure on projects or programs – Rs 42.79 Lacs
(2) Overheads – Rs. 2 Lacs
Cumulative expenditure upto the reporting period – Rs 44.79 Lacs
Amount spent: Direct or through implementing agency
Direct by contributing required sums to the beneficiaries.
In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report
Since it was the first year of the CSR obligation and in view of the constantly evolving scope of the permissible activities thereunder, and in order to guard against indiscriminate expenditure, a marginal amount of Rs. 4.55 lacs remained unspent. The Company achieved in excess of 90% of its targeted spend amount.
A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company:
The implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

Establishment of vigil mechanism
In compliance with the provisions of proviso to sub-section 10 of Section 177 of the Companies Act, 2013), the Company has established the vigil mechanism.

Terms and conditions of appointment of Mr O. P. Adukia, Independent Director
Term :
He shall hold office as Independent Director of the Company for a term of 5 (five) years from 1st April, 2014, i.e. until 31st March, 2019. He shall be eligible for re-appointment in accordance with the provisions of Section 149 (10) of the Companies Act, 2013.
Role, Functions and Duties :
His role, functions and duties as Independent Director shall be as set out in Schedule IV to the Companies Act, 2013.
Remuneration :
He shall be entitled to be paid sitting fees as may be decided by the Board from time to time for attending meetings of the Board and the Committees of which he is a member.
Others :
He shall be included for coverage under the Directors’ & Officers’ (D & O) Insurance Policy that the Company may take and maintain.
This is a contract for services and not a contract of employment.

Terms and conditions of appointment of Mr P R Barpande, Independent Director
Term :
He shall hold office as Independent Director of the Company for a term of 5 (five) years from 1st April, 2014, i.e. until 31st March, 2019. He shall be eligible for re-appointment in accordance with the provisions of Section 149 (10) of the Companies Act, 2013.
Role, Functions and Duties :
His role, functions and duties as Independent Director shall be as set out in Schedule IV to the Companies Act, 2013.
Remuneration :
He shall be entitled to be paid sitting fees as may be decided by the Board from time to time for attending meetings of the Board and the Committees of which he is a member.
Others :
He shall be included for coverage under the Directors’ & Officers’ (D & O) Insurance Policy that the Company may take and maintain.
This is a contract for services and not a contract of employment.