To
The Members,
The 30th Annual Report and the Audited Financial Results of your Company for the
financial year ended March 31, 2017 alongwith the report on the business and its
operations is being presented hereunder:
| FINANCIAL RESULTS/HIGHLIGHTS |
|
(Rs. In crores) |
|
2016-17 |
2015-16 |
| Total Income (including other income) |
546.39 |
836.16 |
| Total Expenditure |
768.50 |
1653.38 |
| Profit/(Loss) before Interest, Depreciation and Tax |
(222.11) |
(817.22) |
| Less: (1) Finance Cost |
393.89 |
293.54 |
| (2) Depreciation |
59.81 |
64.90 |
| Profit/(Loss) before Tax and Exceptional Items |
(675.81) |
(1175.66) |
| Exceptional Items |
- |
- |
| Less: Provision for Taxation |
- |
(378.74) |
| Extraordinary Items |
- |
22.42 |
| Profit/(Loss) after Tax |
(675.81) |
(819.34) |
REVIEW OF OPERATIONS
During the year under review, the Total Income from Operations (including other income)
was Rs. 546.39 crores as compared to Rs. 836.16 crores in the previous year. The Company
posted a net loss after tax of Rs. 675.81 crores, as compared to the net loss of Rs.
819.34 crores during the previous year.
DIVIDEND
No dividend was recommended during the year under review.
ISSUE OF EQUITY SHARES
The Company had allotted equity shares of Rs. 10/- each during the year under review as
per the following details:-
| Date of Allotment |
No. of shares |
Particulars |
| 2 April, 2016 |
2,50,00,000 |
Issued to Promoter Group Entities at a premium of Rs. 2/- per share upon conversion of
warrants |
| 23 May, 2016 |
30,40,42,725 |
Issued to the shareholders of NRE Metcoke Limited and Bajrang Bali Coke Industries
Limited (Transferor Companies) pursuant to amalgama- tion of the Transferor Companies with
the Company |
| 30 June, 2016 |
2,44,66,745 |
Issued to Lender at a premium of Rs. 1.03 per share upon conversion of debts |
NON-CONVERTIBLE DEBENTURES
The NCDs outstanding at the end of the year under review amounted to Rs. 412.51 crores.
LISTING
Both the Equity Shares and "B" Equity Shares of your Company are listed at
the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The
Non-convertible Debentures of the company (including Debentures issued under QIP) are
listed at BSE Limited. The Foreign Currency Convertible Bonds (FCCBs) are listed at
Singapore Exchange Limited (SGX)
BUSINESS PLAN - INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS
During the year under review, the Company had filed an application for initiation of
Corporate Insolvency Resolution Process (CIRP) under Section 10 of the Insolvency and
Bankruptcy Code, 2016 with the National Company Law Tribunal (NCLT), Kolkata Bench. The
Hon'ble NCLT, Kolkata admitted the said application vide its order dated 7th April, 2017
and ordered for initiation of CIRP in respect of the Company w.e.f 7th April, 2017.
Further, pursuant to the said Order, Mr. Sumit Binani, having Registration Number
IBBI/IPA-001/IP-N00005/2016-17/10025 was appointed as the Interim Resolution Professional
(IRP) from the date of the said order. Subsequently, the Committee of Creditors (CoC) of
the Company in its first meeting held on 5th May, 2017, decided to continue the
appointment of Mr. Sumit Binani as Resolution Professional with respect to the CIRP of the
Company.
As such, pursuant to the aforesaid order of the NCLT and in terms of the provisions of
Section 17 of the Insolvency and Bankruptcy code, 2016, the powers of the Board of
Directors of the Company stands suspended and is being exercised by the Insolvency
Resolution Professional. Hence, post 7th April, 2017, no meeting of the Board or its
Committees could be convened.
This initiation of CIRP is an effort on part of the Company to chalk out a durable and
successful revival plan in consultation with its creditors. The Resolution Professional
shall also reach out to other resolution applicants for putting forward their resolution
plans. The future business plans of the Company will be dependent on the outcome of the
CIRP.
SUBSIDIARIES
The Company has two Indian wholly-owned subsidiaries: a. Manor Dealcom Pvt Ltd, and b.
Huntervalley Coal Pvt Ltd
A report on the performance and financial position of each of the subsidiaries, as per
the Companies Act, 2013 is provided a part of the financial statement and hence not
repeated here for the sake of brevity.
CORPORATE GOVERNANCE
In compliance with the requirements of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a Report on 'Corporate Governance' as on
31 March, 2017 and a Report on Management Discussions and Analysis, duly signed by the
Chairman & Managing Director of the Company, are annexed hereto and forms part of this
Report.
Chairman & Managing Director has certified to the Board with regard to the
financial statements and other matters as required under Schedule V Part D of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the said
certificate is also annexed hereto and forms a part of this Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Re-appointment of Chairman & Managing Director:
The term of appointment of Mr. Arun Kumar Jagatramka as the Chairman & Managing
Director of the Company ended on 27th March, 2017. The Nomination and Remuneration
Committee and the Board of Directors of the Company, at their respective meetings,
approved the re-appointment of Mr. Arun Kumar Jagatramka as the Chairman & Managing
Director of the Company for a period of 5 years with effect from 28th March 2017, subject
to approval of the shareholders of the Company and such other approvals as may be
required.
Confirmation of Appointment:
Mrs. Mona Jagatramka retires by rotation at the forthcoming Annual General Meeting and
being eligible, offer herself for re-appointment in terms of the Articles of Association
of the Company.
Changes in Directors and Key Managerial Personnel:
There has been no change in the Board of Directors of the Company during the year under
review. On the recommendation of the Nomination and Remuneration Committee, Mr. Nitin Daga
was appointed by the Board of Directors as the Chief Financial Officer (CFO) of the
Company w.e.f 14 September, 2016.
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Formal Annual Evaluation:
The Board evaluates the performance of the Board, its Committees and all individual
Directors including Independent Directors every year. The evaluation process for the year
under review could not be carried out in the current financial year as no board meeting
has been held due to the ongoing CIRP of the Company.
Familiarization Programme:
The Company has a familiarization program of its Directors in place. The details
regarding familiarization programmes have been uploaded on the website of the Company at http://www.gujaratnre.com/Policies.html#9.
Number of Board Meetings held:
The Board of Directors of the Company duly met 6 times during the financial year 2016-
17. The dates of such meetings were 29 May 2016, 14 September 2016, 19 September 2016, 10
December 2016, 11 February 2017 and 21 March 2017.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, the Directors have confirmed to the
Resolution Professional the following in respect of the year under review: -
a) in the preparation of the annual accounts for the year ended 31st March, 2017, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
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 profit
of the company for the same period;
c) the directors 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 in the company that are adequate and
were operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
AUDITORS
The members had appointed M/s Nandy Halder & Ganguli, Chartered Accountants, as the
Statutory Auditors of the Company at the 29 Annual General Meeting for a period of 5 years
to hold office till the conclusion of 34 Annual General Meeting of the Company, subject to
ratification by the shareholders every year. The ratification of their appointment for the
financial year 2017-18 forms part of the notice convening the 30 Annual General Meeting of
the Company. A written consent from M/s Nandy Halder & Ganguli, has been received
along with a certificate that their appointment, if ratified, shall be in accordance with
the conditions prescribed under Section 141 of the Companies Act, 2013 and Regulation
33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDITORS' REPORT
The Statutory Auditors in their report to the Members, have given qualified opinion as
below:
The company has incurred a net loss during the year ended March 31, 2017 and the
current liabilities of the company as on 31.03.2017 are more than its current assets.
The company has filed petition before the National Company Law Tribunal (NCLT), Kolkata
Bench u/s 10(1) of the Insolvency and Bankruptcy Code, 2016 to initiate corporate
insolvency resolution process on the basis of resolution passed by the Board of Directors
on 21.03.2017 to this effect.
The application for initiation of corporate insolvency resolution process has been
admitted along with the proposal appointing an Interim Resolution Professional (IRP) by
the NCLT, Kolkata vide order dated 07.04.2017. Further Mr. Sumit Binani was confirmed as
the Resolution professional by the Committee of Creditors (CoC) at their meeting held on
5th MAY, 2017.
This condition indicates the existence of a material uncertainty that may cost
significant doubt about the company's ability to continue as a going concern in the
absence of any financial support from the Promoters and Bankers. However, the financial
statements of the company have been prepared on a going concern basis.
The response of the Directors of the Company obtained by the Resolution Professional
with respect to the aforesaid qualification is as follows:
The Company is in the process of preparing a Resolution Plan to restructure the debts
due to its creditors which upon approval of the Committee of Creditors and further by
National Company Law Tribunal is expected to revive the Company out of the financial
difficulties.
COST AUDIT
M/s B. Mondal & Associates, Cost Accountants (FRN 000061), have been re-appointed
to audit the cost records of the Company for financial year 2017-18. A resolution
regarding ratification of the remuneration payable to M/s B. Mondal & Associates forms
part of the Notice convening the 30 Annual General Meeting of the Company.
SECRETARIAL AUDIT
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report submitted by Mr. Samir Kumar Ghosh, Company Secretary in
Practice, is enclosed as a part of this report as Annexure-A. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.
PUBLIC DEPOSITS
The Company has not accepted or renewed any Public Deposits, as defined under
provisions of Chapter V of the Companies Act, 2013.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of
Directors of your Company has constituted a CSR Committee. The disclosures required to be
made as per Section 134 (3) and Rule 9 of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is enclosed as part of this report as Annexure-C. Additionally, the
CSR Policy has been uploaded on the website of the Company at http://www.gujaratnre.com/Policies.html#2.
AUDIT COMMITTEE
The composition of the Audit Committee of the Company is as below:
| Sl. No |
Name of Director |
Category of Director |
Designation in Committee |
| 1. |
Mr. Sisir Kumar Mukherjee |
Independent Director |
Chairman |
| 2. |
Mr. Amit Kumar Majumdar |
Independent Director |
Member |
| 3. |
Mr. Murari Sanaguly |
Independent Director |
Member |
The Company Secretary acts as the Secretary to the Committee.
There is no such recommendation of the Audit Committee which has not been accepted by
the Board, during the period under review.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company identifies the persons, who
are qualified to become Directors of the Company / who may be appointed in Senior
Management in accordance with the criteria laid down and recommend to the Board their
appointment and removal. The Committee also carries out evaluation of every Director's
performance. The Committee has formulated the criteria for determining qualifications,
positive attributes, independence of the Directors and recommend to the Board a Policy,
relating to the remuneration for the Directors, Key Managerial Personnel and other
employees.
RELATED PARTY TRANSACTIONS
As informed by the Directors to the Resolution Professional, Related party transactions
that were entered during the financial year under review were on an arm's length basis and
were in the ordinary course of business. There were no materially significant related
party transactions with the Company's Promoters, Directors, Management or their relatives,
which could have had a potential conflict with the interests of the Company. Transactions
with related parties entered by the Company in the normal course of business are
periodically placed before the Audit Committee for its omnibus approval and the
particulars of contracts entered during the year as per Form AOC-2 is enclosed as
Annexure-D.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed
herewith as Annexure-E.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
EMPLOYEE STOCK OPTION SCHEME
The Company had granted 95,89,000 options to its Employees/Directors through four
different tranches under GNCL Employee Stock Options Scheme 2007 (ESOP 2007) till the end
of the year under review against the approval received from shareholders to grant upto
1,21,95,302 options under the said Scheme.
The Nomination and Remuneration Committee of the Board of Directors of the Company,
inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in
accordance with the applicable SEBI Guidelines. The disclosures as stipulated under
Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 as on March
31, 2017 (cumulative position) with regard to the Employees' Stock Option Scheme (ESOS)
are given in an Annexure to this Report as Annexure -F.
The Company has received a certificate from the Auditors that the aforesaid Scheme has
been implemented in accordance with SEBI Guidelines and the resolution passed by the
shareholders. The Certificate would be placed at the meeting for inspection by the
shareholders.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES
The prescribed particulars of Employees required under Section 134(3)(q) and Section
197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure G and forms part of this report.
RISK MANAGEMENT POLICY
Board of Directors have formulated and implemented a risk management policy for the
company. As informed to the Resolution Professional, during the year under review, the
Board has been addressing various risks impacting the Company including identification
therein of elements of risk, if any, which in the opinion of the Board may threaten the
existence of the company. Further, the Board and the Audit Committee of the Company
periodically review and evaluate the risk management system of the Company so that the
management controls the risks through properly defined network.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place an Internal Complaints Committee which has been set up to
redress complaints regarding sexual harassment. The following is the summary of sexual
harassment complaints received and disposed off during the year:
i) No. of complaints received : nil
ii) No. of complaints disposed off: nil
PERSONNEL / INDUSTRIAL RELATIONS
The Company maintained cordial and harmonious relations at all levels at the offices
and plants of the Company and its subsidiaries throughout the year under review.
This Report has been approved by Mr. Sumit Binani, Resolution Professional, on 30th
May, 2017.
|
For Gujarat NRE Coke Limited |
|
Arun Kumar Jagatramka |
| Place : Kolkata |
Chairman & Managing Director |
| Dated the 30 May, 2017 |
DIN: 00003835 |
Annexure - B
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO ETC :
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are provided hereunder:
| (A) Conservation of Energy : |
The Company continued to give major emphasis for conservation of energy, and the
measures taken in the previous year were continued. The efficiency of Energy Utilization
at each plant is monitored at the Corporate level every quarter, in order to achieve
effective conservation of energy. The significant Energy conservation measures during the
year were as follows |
| (i) the steps taken or impact on conservation of energy |
l Switching off machines / equipment immediately after use and fixing of timers to
avoid over usage of water pumps. |
|
l Use of power capacitors to improve the Power factor. |
|
l Creating awareness among employees about the necessity of energy conservation by
celebrating energy conservation week. |
| (ii) the steps taken by the company for utilizing alternate sources of energy |
The Company continued to generate power through wind mills having a capacity of 87.5
MW during the year under review. |
|
The Company is also undertaking setting-up of its co-generation power plant having
aggregate capacity of 30 MW at its plant in the State of Karnataka. Such captive
generation of power through co-generation power plant will reduce use of power acquired
from external agencies. Apart from this, the Company has also installed energy efficient
equipment wherever required. |
|
The generation of power through alternate means such as wind mills provides power to
the company at a rate lower than the market rates for purchasing power from power
generating companies and thereby reducing the cost of production. |
| (iii) the capital investment on energy conservation equipments; |
Nil |
| (B) Technology absorption : |
|
| (i) the efforts made towards technology absorption |
Efforts are being made towards improvements in the existing production process through
indigenous methods. |
| (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution |
The benefits derived are: |
|
a. Improved quality and productivity |
|
b. Conservation of fuel & reduced emissions |
| (iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) |
Nil |
| (a) the details of technology imported |
|
| (b) the year of import; |
|
| (c) whether the technology been fully absorbed |
|
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
|
| (iv) the expenditure incurred on Research and Development. |
Nil |
| (C) Foreign exchange earnings and outgo : |
Total Foreign Exchange earnings: Nil |
|
Total Foreign Exchange outgo: Rs. 88.65 crores |
Annexure - D
FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arm's length transaction under third proviso is
given below :
1. Details of contracts or arrangements or transactions not at Arm's length
basis :
| Particulars |
Details |
| a) Name (s) of the related party & nature of relationship |
Nil |
| b) Nature of contracts/arrangements/transaction |
Nil |
| c) Duration of the contracts/arrangements /transaction |
Nil |
| d) Salient terms of the contracts or arrangements or transaction including the value,
if any |
Nil |
| e) Justification for entering into such contracts or arrangements or transactions |
Nil |
| f) Date of approval by the Board |
Nil |
| g) Amount paid as advances, if any |
Nil |
| h) Date on which the special resolution was passed in General meeting as required
under first proviso to section 188 |
Nil |
| 2. Details of material contracts or arrangements or transactions at Arm's length
basis: |
|
| Particulars |
Details |
| a) Name(s) of the related party and nature of relationship |
Nil |
| b) Nature of contracts/arrangements/transactions |
Nil |
| c) Duration of the contracts / arrangements/transactions |
Nil |
| d) Salient terms of the contracts or arrangements or transactions including the value,
if any: |
Nil |
| e) Date(s) of approval by the Board, if any: |
Nil |
| f) Amount paid as advances, if any |
Nil |
Note: The material contracts or arrangements or transactions at Arm's length basis has
been ascertained as per Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Disclosure with respect to Employees Stock Option Scheme of the Company -
| Sr |
Particulars |
GNCL Employee Stock Option |
GNCL Employee Stock Option |
GNCL Employee Stock Option |
GNCL Employee Stock Option |
|
|
Scheme, 2007 1st Tranche |
Scheme, 2007 2nd Tranche |
Scheme, 2007 3rd Tranche |
Scheme, 2007 4th Tranche |
| 1 |
Total number of options under the Plan |
33,90,800 Options (includes 27,77,600 options also entitled to receive 2,77,760
"B" Equity Shares as bonus shares) (options issued initially - 25,06,000 plus
bonus options issued - 8,84,800) |
4,26,600 Options (includes 3,65,400 options also entitled to receive 36,540
"B" Equity Shares as bonus shares) (Options issued initially - 3,09,000 plus
bonus options issued - 1,17,600) |
32,14,000 Options |
35,60,000 Options |
| 2 |
Options Granted during the year |
Nil |
Nil |
Nil |
Nil |
| 3 |
Pricing Formula |
Options were granted on 02.06.2007 at the closing market price of the shares of the
Company on NSE on the day immediately preceding the date of grant of the options i.e.
Rs.60.20 per share. Price of all options under the Scheme was adjusted to Rs.43 per share
on account of bonus issue in 2008. All options were re-priced at Rs.18.05 per share as per
Note given below. Consequent upon a further bonus issue of "B" Equity Shares in
2010, the price was not adjusted but 27,77,600 options outstanding at that time were
entitled to receive 2,77,760 "B" Equity Shares as bonus shares free of cost in
the ratio of 1 "B" Equity Share upon conversion of every 10 options into 10
equity shares. |
Options were granted on 19.01.2008 at Rs.120 per share at a discount to the market
price on a day immediately preceding the date of grant of options to make it lucrative to
the employees. Price of all options under the Scheme was adjusted to Rs.85.72 per share on
account of bonus issue in 2008. All options were re-priced at Rs.18.05 per share as per
Note given below. Consequent upon a further bonus issue of "B" Equity Shares in
2010, the price was not adjusted but 3,65,400 options outstanding at that time were
entitled to receive 36,540 "B" Equity Shares as bonus shares free of cost in the
ratio of 1 "B" Equity Share upon conversion of 10 options into 10 equity shares. |
Options were granted on 9.7.2010 at the closing market price of the shares of the
Company on NSE on the day immediately preceding the date of grant of options i.e. Rs.63.05
per share. |
Options were granted on 30.9.2011 at the closing market price of the shares of the
Company on NSE on the day immediately preceding the date of grant of options i.e. Rs.24.30
per share. |
| 4 |
Options Vested (as on March 31, 2017) |
23,100 Options |
9,240 Options |
10,81,000 Options |
17,55,000 Options |
| 5 |
Options Exercised during the year |
Nil |
Nil |
Nil |
Nil |
| 6 |
Total number of shares arising as a result of exercise of options |
Not Applicable |
Not Applicable |
Not applicable |
Not applicable |
| 7 |
Options lapsed/forfeited during the year |
3,49,580 Options (Options lapsed till Prev. Year - 2,83,360) |
9,240 Options (Options lapsed till Prev. Year - 9,240) |
7,14,000 Options (Options lapsed till previous year - 3,57,000 Options) |
2,11,500 Options (Options lapsed till previous year - 4,11,750 Options) |
| 8 |
Variation of terms of options upto March 31, 2016 |
Nil |
Nil |
Nil |
Nil |
| 9 |
Money realized by exercise of options during the year |
Nil |
Nil |
Nil |
Nil |
| 10 |
Total number of options in force at the end of the year |
12,34,800 Options ( these options are also entitled to receive 1,23,480 "B"
Equity Shares as bonus shares). |
79,800 Options ( these options are also entitled to receive 7,980 "B" Equity
Shares as bonus shares). |
10,81,000 Options |
17,55,000 Options |
| 11 |
Employee wise details of options granted to: |
|
|
|
|
|
i) Senior Managerial Personnel |
List given below. Options to Directors given in Corporate Governance Report |
List given below. Options given to Directors Nil |
List given below. Options to Directors given in Corporate Governance Report |
List given below. Options to Directors given in Corporate Governance Report |
|
ii) Employees holding 5% or more of the total number of options granted during the
year |
Nil |
Nil |
Nil |
Nil |
|
iii) Identified employees who were granted option, 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 |
Nil |
Nil |
Nil |
| 12 |
Diluted Earnings Per Share (EPS) pursuant to issue of shares on the exercise of option
calculated in accordance with Accounting Standard (AS) 20 |
No options were exercised during the year. |
| 13 |
Where the Company has calculated the employee compensation cost using the intrinsic
value of the stock options, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it had used
the fair value of the options. The impact of this difference on profits and on EPS of the
Company. |
The Company has calculated Employee Compensation Costs on the basis of
Intrinsic Value Method and has amortized Rs. (43,20,266.87) for the year ended 31st March,
2017 in respect of 1st & 2nd Tranches of ESOP 2007 Scheme. However, had the company
followed Fair Value Method for calculating Employee Compensation Costs, such costs for the
year would have been lower by Rs. 4,52,744.12 and the Profit/(Loss) after tax would have
been higher by the like amount and its impact on Basic as well as Diluted EPS would have
been negligible. |
Not Applicable |
Not Applicable |
| 14 |
Weighted average exercise prices and weighted average fair values of options shall be
disclosed separately for options whose exercise price either equals or exceeds or is less
than the market price of the stock on the grant date. |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
| 15 |
A description of the method and significant assumptions used during the year to
estimate the fair values of options, including the weighted average information. |
The fair value of options is estimated using Black Scholes Option Pricing Model after
applying the following key assumptions |
The fair value of options is estimated using Black Scholes Option Pricing Model after
applying the following key assumptions |
The fair value of options is estimated using Black Scholes Option Pricing Model after
applying the following key assumptions |
The fair value of options is estimated using Black Scholes Option Pricing Model after
applying the following key assumptions |
|
|
i) Risk free interest rate 6.23% |
i) Risk free interest rate 6.23% |
i) Risk free interest rate 8.0907% |
i) Risk free interest rate 8.33%. |
|
|
ii) expected life - 10 Years |
ii) expected life - 10 Years |
ii) expected life - 10 Years |
ii) expected life 10 Years |
|
|
iii) expected volatility 84% |
iii) expected volatility 84% |
iii) expected volatility 85% |
iii) expected volatility 85% |
|
|
iv) expected dividends - 3% |
iv) expected dividends - 3% |
iv) expected dividends - 2% |
iv) expected dividends 3.2% |
|
|
v) the price of the underlying share in market at the time of option/grant - the
market price (i.e. closing price at NSE) on the day immediately preceding the day of grant
i.e. Rs.60.20 per share. |
v) the price of the underlying share in market at the time of option/grant - the
market price (i.e. closing price at NSE) on the day immediately preceding the day of grant
i.e. Rs.139.15 per share. |
v) the price of the underlying share in market at the time of option/grant - the
market price (i.e. closing price at NSE) on the day immediately preceding the day of grant
i.e. Rs.63.05 per share. |
v) the price of the underlying share in market at the time of option/grant - the
market price (i.e. closing price at NSE) on the day immediately preceding the day of grant
i.e. Rs.24.30 per share. |
NB - The shareholders through postal ballot as per its results declared on 2 May, 2009
have approved re-pricing of all options issued under GNCL Employee Stock Option Scheme,
2007- 1 Tranche and 2 Tranche at Rs.18.05 per option.
List of employee wise details of Options Granted to Senior Managerial Personnel and
outstanding as on 31.3.2017
| Sr |
Name of the Senior Managerial Personnel |
Options granted under GNCL Employee Stock Option Scheme,
2007 1st Tranche |
Options granted under GNCL Employee Stock Option Scheme,
2007 2nd Tranche |
Options granted under GNCL Employee Stock Option Scheme, 2007 3rd
Tranche |
Options granted under GNCL Employee Stock Option Scheme, 2007 4th
Tranche |
|
|
Equity Shares |
"B" Equity Shares |
Equity Shares |
"B" Equity Shares |
Equity Shares |
Equity Shares |
| 1 |
Mr. P. K. Agrawal |
42,000 |
4,200 |
|
|
27,000 |
25,500 |
| 2 |
Mr. S K. Maskara |
|
|
42,000 |
4,200 |
27,000 |
25,500 |
| 3 |
Mr. B. N. Tiwari |
29,400 |
2,940 |
|
|
21,000 |
18,000 |
| 4 |
Mr. R K Agarwal |
|
|
|
|
21,000 |
18,000 |
Annexure - G
PARTICULARS OF EMPLOYEES
(Pursuant to Section 134 (3) (q) of the Companies Act, 2013 read with Rule 5(1) of the
Company (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
| Requirements of Rule 5(1) |
Details |
| I the ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year; |
Mr. Arun Kumar Jagatramka - 19.25 |
|
None of the other directors received any remuneration other than sitting fees during
FY 2016-17 |
| 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; |
Director |
|
Mr. Arun Kumar Jagatramka - (6.95%) |
|
Key Managerial Personnel |
|
Mr. Nitin Daga, CFO - 18.41% |
|
Mr. Mukund Chandak, CS- 7.36% |
| III the percentage increase in the median remuneration of employees in the financial
year; |
1.31% |
| IV the number of permanent employees on the rolls of company; |
282 employees as on 31.03.2017 |
| 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; |
Average salary increase of non-managerial employees is 5.46% |
|
Average salary increase of managerial employees is 2.50% |
|
There are no exceptional circumstances in the increase of managerial remuneration. |
| VI affirmation that the remuneration is as per the remuneration policy of the company |
The remuneration paid during the year ended 31.03.2017 is as per the Remuneration
Policy of the company |
Note: Mr. Nitin Daga worked as Manager Commercial till 13 September 2016 and appointed
as CFO w.e.f 14 September 2016
Particulars of Employees pursuant to Section 197 and 134 (3) (q) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Top 10 employees in terms of remuneration drawn during the year:
(1) Mr. Arun Kumar Jagatramka, (2) Ms. Kavita Jagatramka, (3) Mr. Pawan Kumar Agrawal,
(4) Mr. Sunil Kumar Maskara, (5) Mr. Nitin Daga, (6) Mr. Mukund Chandak, (7) Mr. Rajesh
Kumar Agarwal, (8) Mr. Dilip Kumar Singh, (9) Mr. Nayyer Hassan and (10) Mr. Sutirtha Roy
Note: None of the employees, as mentioned above, has drawn remuneration during the
year in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. As such, the disclosures required under
the said rule are not applicable.
|