To the Members of Titan Company Limited
The Directors are pleased to present the Thirty Third Annual Report and the Audited Statement of Accounts for the year ended 31st March 2017:
1. FINANCIAL RESULTS
Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS “) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Financial statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS. Note 3 to the consolidated financial statement provides further explanation on the transition to Ind AS.
Profit before exceptional items, finance costs, depreciation and taxes
Depreciation / Amortisation
profit before exceptional items and taxes
exceptional items (VRs)
Profit before taxes
profit after taxes for the year
share of profit/(Loss) of a associate and Jointly controlled entity
profit for the year
- shareholders of the Company
- Non-controlling interests
profit brought forward
proposed dividend on equity shares
Tax on dividends
Transfer to general reserve
Balance carried forward
During the year under review, the Company’s sales income grew by 14.5 % to Rs.12,716.89 crores compared with Rs.1 1,105.38 crores in the previous year. Profit before tax grew by 16.3 % to Rs.1,033.42 crores and the net profit increased 9.2 % to Rs.761.86 crores. This performance came in the backdrop of an environment where the consumer sentiment did not pick up as expected and regulatory measures adversely affected the jewellery business.
The Watches business of the Company recorded an income of Rs.2,027.56 crores, a growth of 2.7% which was achieved through meticulous planning and execution of key initiatives. The income from Jewellery segment grew by 17.4% touching Rs.10,237.28 crores. The income from Eyewear segment grew by 8.4% touching Rs.405.80 crores. The income from other segments recorded a sale of Rs.64.69 crores, a growth of 18.4%.
The year witnessed aggressive expansion of the Company’s retail network with a net addition of 84 stores. As on 31st March 2017, the Company had 1,366 stores, with over 1.8 million square feet of retail space delivering a retail turnover of just over Rs.12,700 crores.
The Management Discussion and Analysis report, which is attached, dwells into the performance of each of the business division and the outlook for the current year.
2. INTERNATIONAL OPERATIONS
Watches export business had a very tough year on account of full blown impact of oil price effects in Middle East markets. Currency devaluation in Malaysia and Singapore, change of partner in Vietnam and closure of some key accounts in South East markets added to net drop of over 21% in business. However, the business delivered better bottom-line and profit margin this year, on the back of tight control on costs and sale of richer product mix. The business is aiming to consolidate business in FY18 while targeting sharper investments.
The Directors are pleased to recommend the payment of dividend on equity shares at the rate of 260% (Rs.2.60 per equity share), subject to approval by the shareholders at the Annual General Meeting (AGM).
4. TRANSFER TO GENERAL RESERVE
An amount of Rs.506.06 crores is proposed to be transferred to the general reserve.
Macro-economic conditions are expected to be marginally better in the next fiscal with a real GDP growth of a little over 7%. GST is likely to be rolled out from 1st July 2017. The Company is in the process of changes in system and processes, including IT platform to ensure readiness in the new GST regine. It has also been working on generating awareness among all business associates, including franchisees and vendors regarding changes under GST to cope with the new indirect tax regime.
6. PUBLIC DEPOSITS
The Jewellery Division of the Company was successfully operating customer schemes for jewellery purchases for many years. When the Companies Act, 2013 (the “Act”) became substantially effective from 1st April 2014, the Company had around seven lakh subscribers contributing to these schemes. However, these schemes were exempt under the Companies Act, 1956 relating to acceptance of public deposits as such schemes were not covered in the definition of deposits. Under the Act and Regulations made there under (‘Deposit Regulations’) the scope of the term “deposit” was enlarged and therefore a view was taken that the jewellery purchase schemes offered by the Company to its customers would be treated as public deposits. Thereupon, the Company discontinued fresh enrolment of subscribers and initiated steps to close the erstwhile customer schemes, which were wound down by 31st August 2014.
Under the Deposit Regulations as amended from time to time, a company is permitted to accept deposits subject to applicable provisions, to the extent of 35% of the aggregate paid-up share capital and free reserves from public including a ceiling of 10% of the aggregate paid-up share capital and free reserves from Members of the company, after prior approval by way of a special resolution passed by the Members in this behalf. Requisite approval was obtained from the Members of the Company and a new customer scheme for jewellery purchase was launched in November 2014 in compliance with the Deposit Regulations.
The details relating to deposits, covered under Chapter V of the Companies Act, 2013 are as under:
(a) accepted during the year: Rs.1,224.72 crores
(b) remained unpaid or unclaimed as at the end of the year: Rs.743.60 crores
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-
(i) at the beginning of the year: Nil
(ii) maximum during the year: Nil
(iii) at the end of the year: Nil
There are no deposits that have been accepted by the Company that are not in compliance with the requirements of Chapter V of the Act.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.
8. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
There have been no investments made or guarantees given under Section 186 of the Companies Act, 2013 during the year under review. The particulars of loans given as part of treasury operations of the Company bearing interest ranging from 8.60% to 9.65% p.a. are provided in Note 36 of the Standalone Financial Statements covered in the Annual Report.
10. CONTRIBUTION TO EXCHEQUER
During the year under review, the Company made payments aggregating Rs.1,043 crores by way of taxes (central, state and local) and duties as against Rs.931 crores in the previous year.
11. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS
The Company during the year has reviewed its Internal Financial Control (IFC) systems and has continually contributed to establishment of more robust and effective IFC framework, prescribed under the ambit of Section 134(5) of Companies Act, 2013.
The preparation and presentation of the financial statements is pursuant to the control criteria defined considering the essential components of Internal control - as stated in the “Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)”.
The control criteria ensures the orderly and efficient conduct of the Company’s business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has adequate Internal Financial Controls system that is operating effectively as at March 31, 2017.
There were no instances of fraud which necessitates reporting of material misstatement to the Company’s operations.
There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.
12. RISK MANAGEMENT
Pursuant to the requirement of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Company has constituted a Risk Management Committee.
The Company has in place a Risk Management framework to identify, evaluate business risks and challenges across the Company both at corporate level as also separately for each business division.
The top tier of risks for the Company is captured by the operating management after extensive deliberations on the nature of the risk being a gross or a net risk and thereafter in a prioritized manner presented to the Board for their inputs on risk mitigation/ management efforts. Based on this framework, a Risk Management policy has been adopted.
The Board engages in the Risk Management process and has set out a review process so as to report to the Board the progress on the initiatives for the major risks of each of the businesses that the Company is into.
The Risk Register of each Business gets updated on an annual basis and is placed for due discussions at Board meetings and appropriateness of the mitigation measures to ensure that the risks remain relevant at any point in time and corresponding mitigation measures are optimized.
The Board Audit Committee (BAC) has been engaged in reviewing the Information Technology initiatives and governance mechanisms pertaining to information security. The BAC also reviewed the new IT controls incorporated to comply with IFC requirements mandated by the Companies Act, 2013.
13. RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are verified by the Internal Auditor and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval, if applicable, on a quarterly basis. The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. There were no transactions during the year which would require to be reported in Form AOC-2.
14. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY
As on 31st March 2017, the Company had the following subsidiaries:
i) Titan Time Products Limited, Goa (TTPL)
ii) Favre Leuba AG, Switzerland
iii) Titan Watch Company Limited, Hong Kong
iv) Titan Engineering & Automation Limited and
v) Carat Lane Trading Private Limited
During the year 2016-2017, TTPL sold a total no. of 32,84,030 ECBs and micro assemblies (previous year: 59,68,000 nos.). Net sales income during the year was Rs.37.08 crores against the previous year’s figure of Rs.28.52 crores. The quality, delivery and competitive price of the products continue to be well-received by the Holding Company and external customers.
As at 31st March 2017, Favre Leuba AG had registered a loss of CHF 4.31 million, i.e. Rs.29 crores (2015-16: CHF 1.88 million i.e. Rs.13.00 crores) which apart from amortization of trademarks design and development expenses, includes operating expenses incurred in preparation of product launches which commenced in late 2016.
Titan Watch Company Limited is a subsidiary of the Company’s subsidiary Favre Leuba AG and hence is a subsidiary of the Company. It has a capital of HK $ 10,000 and no Profit and Loss account has been prepared as it has not yet commenced business.
Titan Engineering & Automation Limited (TEAL) was incorporated on 24th March 2015 to acquire the Precision Engineering Business of the Company through a court approved Scheme of Arrangement which was approved by the Hon’ble High Court of judicature at Madras vide its order dated 12th December 2016.
A majority stake was acquired in Carat Lane Trading Private Limited which is engaged in the business of manufacture of jewellery products and has a significant online presence. Carat Lane Trading Private Limited became a subsidiary on 4th August 2016 and has registered a turnover of Rs.177.84 crores in 2016-17.
The annual accounts of these subsidiary companies were consolidated with the accounts of Titan Company Limited for 2016-17. None of these subsidiary companies declared a dividend in 2016-17.
The Company holds a 49% equity stake in a joint venture entered into with Montblanc Services B.V, the Netherlands for operation of retail boutiques in India for Montblanc products.
The Company holds 26.79% stake in Green Infra Wind Power Theni Limited which supplies energy to the Company.
The statement containing salient features of the financial statement of subsidiaries/associate company/ joint venture forms part of the Annual Report and is furnished in the finanical statements.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, are furnished in Annexure- I to the Board’s Report.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
A report on CSR is attached in Annexure II.
17. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-III in the prescribed Form MGT-9, which forms part of this Report.
18. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy is annexed as Annexure-IV.
19. VIGIL MECHANISM
The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company.
The disclosures reported are addressed in the manner and within the time frames prescribed in the policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concern. No person has been denied access to the Chairman to report any concern. Further, the said policy has been disseminated within the organisation and has also been posted on the Company’s website.
20. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
During the financial year 2016-17, the Company had received seven complaints on sexual harassment, all were disposed-off with appropriate action taken and no complaint remain pending as of 31st March 2017.
21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force).
22. CORPORATE GOVERNANCE
As per SEBI Listing Regulations, a Management Discussion and Analysis, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.
23. BUSINESS RESPONSIBILITY REPORTING
As per SEBI Listing Regulations, a Business Responsibility Report is attached and forms part of this Annual Report.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. T.K. Balaji, Ms. Vinita Bali, Mrs. Hema Ravichandar, Prof. Das Narayandas, Mrs. Ireena Vittal and Mr. Ashwani Puri are the Independent Directors and all have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Harish Bhat retires by rotation at the Annual General Meeting and is eligible for reelection.
Mr. Atulya Misra was appointed as an Additional Director on the Board of the Company on 31st March 2017. Member’s attention is drawn to Item No. 5 of the Notice for the appointment of Mr. Atulya Misra as a Director of the Company.
None of the Directors is related to each other within the meaning of the term “relative” as per Section 2(77) of the Act.
Six meetings of the Board were held during the year.
For details of the meetings of the Board, reference may be made to the Corporate Governance Report, which forms part of the Annual Report.
25. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Pursuant to Section 134 of the Act read with Rule 8(5) (iii) of Companies (Accounts) Rules, 2014, the following Directors were appointed, resigned or retired:
- Mr. Ashwani Puri was appointed effective 6th May 2016;
- Dr. C.G. Krishnadas Nair retired effective 17th August 2016;
- Mr. C.V Sankar resigned effective 20th August 2016;
- Mr. K. Gnanadesikan was appointed on 27th June
2016 & resigned effective 17th September 2016;
- Mr. Vikram Kapur was appointed on 18th October 2016 and resigned effective 31st March 2017.
Mr. Atulya Misra was appointed effective 31st March 2017.
None of the Key Managerial Personnel were appointed or resigned during the year. Pursuant to the provisions of Section 203 of the Act, Mr. Bhaskar Bhat-Managing Director, Mr. S. Subramaniam-Chief Financial Officer and Mr. A.R. Rajaram-Vice President - Legal & Company Secretary continue to be the Key Managerial Personnel of the Company.
26. DIRECTORS’ RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls are adequate and operating effectively.
Accordingly, pursuant to the requirements of Section 134 (5) of the Act, the Directors hereby confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. 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 profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
27. BOARD EVALUATION
The performance evaluation of the Board, its Committees and individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, its Committees and self-evaluation.
The Chairperson of the Board Nomination and Remuneration Committee (BNRC) held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors.
Based on the questionnaire and feedback, the performance of every Director was evaluated by the BNRC.
Some of the key criteria for performance evaluation, as laid down by the BNRC were as follows-
Performance evaluation of Directors:
- Contribution at Board / Committee meetings
- Guidance / Support to Management outside Board / Committee Meetings
Performance evaluation of Board and Committees:
- Board structure and composition
- Degree of fulfillment of key responsibilities
- Establishment and delineation of responsibilities to Committees
- Effectiveness of Board Processes, Information and Functioning
- Board Culture and Dynamics
- Quality of relationship between the Board and Management
- Efficacy of communication with External Stakeholders
- Committees - strengths and areas of improvement
28. INDEPENDENT DIRECTORS
A separate meeting of the independent directors (“Annual ID Meeting”) was convened, which reviewed the performance of the Board (as a whole), the nonindependent directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the BNRC with the Board covering performance of the Board as a whole, performance of the non-independent directors and performance of the Board Chairman.
29. REMUNERATION POLICY
The Board has, on the recommendation of the BNRC, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
30. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
In accordance with the agreement between the promoters, three Directors each may be nominated by Tata Sons Limited and Tamilnadu Industrial Development Corporation Limited.
The guidelines for selection of Independent Directors are as set out below:
The Board Nomination and Remuneration (“Committee”) oversees the Company’s nomination process for Independent Directors and in that connection to identify, screen and review individuals qualified to serve as an Independent Director on the Board.
Process for selection
The Committee may act on its own in identifying potential candidates. The Committee shall review and discuss details pertaining to candidates and will conduct evaluation of candidates in accordance with the process that it sees fit and appropriate and thereafter pass on its recommendation for nomination to the Board, based on the following guidelines:
i) The Committee shall seek candidates who is not a nominee or related to either Promoter of the Company. Such candidates shall possess integrity, leadership skills, managerial qualities, foresight abilities and competency required to direct and oversee the Company’s management in the best interest of its stakeholders i.e. shareholders, customers, employees and communities it serves.
ii) The candidate must be willing to regularly attend the meetings of the Board and develop a strong understanding of the Company, it’s businesses and it’s needs, to contribute his/ her time and knowledge to the Company and to be prepared to exercise his/her duties with skill and care.
Besides these, the candidate should have an understanding of governance concepts and legal duties of a Director.
iii) It is desirable that the candidate should have expertise to fill in the gap(s) identified by the Company in the current composition of the Board.
iv) Ideally the candidate should possess experience of 5 years on the Board of a listed company.
v) The candidate’s age shall not exceed 70 years at the time of joining the Board.
vi) Forthrightness and ability to possess foresight abilities in the Governance of a Corporate.
Keeping in mind that women constitute a majority of the Company’s customers it would be desirable to have one-third of the Board’s strength represented by woman members.
1. The Committee may retain search firms or advisors as it deems appropriate to identify candidates.
2. Develop a list of potential candidates of Independent Directors which may be refreshed every year. The Committee to create a list of probable candidates from known sources or from the database of Ministry of Corporate Affairs, Government of India or Stock Exchanges.
3. The Committee may also consider profiles of suitable expatriates.
4. The candidate considered by the Committee as potentially qualified will be contacted to determine their interest in being considered to serve on the Board and if interested will be interviewed.
As and when a candidate is shortlisted, the Committee will make a formal recommendation to the Board.
32. OTHER DISCLOSURES
The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Name of the director
Sitting fee (Rs.)
Median Employee remuneration
Chairman (nominated by TIDCo)
Mr. T. K. arun
Mr. N. N. Tata
Mr. Harish Bhat
Mr. T. K. Balaji
dr. C. G. Krishnadas Nair
Ms. Vinita Bali
Mrs. Ireena Vittal
Mrs. Hema Ravichandar
prof. das Narayandas
Mr. ashwani puri
Mr. Bhaskar Bhat1
#Commission to the Chairman of the Company (the Chairmanship was held by Mr. C.V. Sankar, Mr. K. Gnanadesikan, Mr. Vikram Kapur at various points in time during the year and currently Mr. Atulya Misra is the Chairman.)
* Inclusive of salary, perquisites, Commission and retiral benefits.
ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
Chairman (nominated by TIDCO)
Mr. T.K. Arun
Mr. N.N. Tata
Dr. C.G. Krishnadas Nair (upto 17th august 2016)
Mr. T.K. Balaji
Ms. Vinita Bali
Mrs. Hema Ravichandar
prof. das Narayandas
Mrs. Ireena Vittal
Mr. ashwani puri
Mr. Bhaskar Bhat
Mr. A.R. rajaram
iii) The percentage increase in the median remuneration of employees in the financial year: 7%
iv) The number of permanent employees on the rolls of company : 7437.
v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The Company has implemented differentiated increase percentages across levels. The average increases being 8% for L1-L4, 7% for L5 - L7 and 6% for L8-L9 levels. This has been done to ensure a slightly higher increment for the front line sales staff and employees at L1 to L4 category. A 4% increment was applied at the same rate for all the members of the Senior Management Team.
vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company:
The Company’s Remuneration Policy is based on the principle of internal equity, competence and experience of the employee and industry standards. Through its compensation programme, the Company endeavours to attract, retain, develop and motivate a high performance and engaged workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the Remuneration Policy of the Company.
33. INFORMATION AS PER RULE 5(2) OF THE CHAPTER XIII, THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s. Deloitte Haskins & Sells, the present Auditors of the Company complete their term as Auditors.
In view of the above, M/s. BSR & Co., LLP, Chartered Accountants having Registration No. 101248W/W-100022 is proposed to be appointed for a term of five years commencing from the Company’s financial year 2017-18 to hold office from the conclusion of the 33rd Annual General Meeting of the Company till the conclusion of the 38th Annual General Meeting to be held in the financial year 2021-22 (subject to ratification of their appointment by the Members at every intervening Annual General Meeting held after this Annual General Meeting) on such remuneration and out of pocket expenses as may be decided by the Board of Directors. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company. As required under Regulation 33 of the Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
b) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. BMP & Co., LLP a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as (Annexure-V).
35. AUDITOR’S REPORT AND SECRETARIAL AUDITOR’S REPORT
There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor’s report and secretarial auditor’s report.
Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media and the employees of the Company.
On behalf of the Board of Directors,
12th May 2017 Chairman