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ANNEXURE – VII TO DIRECTOR’S REPORT
Disclosure as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014)
1. The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
S.No. Name of the KMPs Remuneration FY 14‐15 (Rs. In Lacs)
Ratio
1 R.L. Toshniwal 94.81 74.20:1 2 Ravi Toshniwal 81.38 63.68:1 3 Rakesh Mehra 82.64 64.67:1 4 Shaleen Toshniwal 71.61 56.04:1 5 J.K. Jain 36.38 28.45:1
2. The percentage increase/ (decrease) in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:‐ Sh. R.L. Toshniwal (Chairman): (‐)32.22% Sh. Ravi Toshniwal (Managing Director and Chief Executive Officer): (‐)34.96% Sh. Rakesh Mehra (Vice Chairman): (‐)34.31% Sh. Shaleen Toshniwal (Joint Managing Director): (‐)38.53% Sh. J.K. Jain (Chief Financial Officer & Company Secretary): 9.89%
3. The percentage increase in the median remuneration of employees in the financial year –Median 12.92%
4. The number of permanent employees on the rolls of company – 11763
5. The explanation on the relationship between average increase in remuneration & Company performance – Company’s Profit after tax is Rs. 802.92 lacs and remuneration of employees has been increased as per industry trend/ inflation/ Individual’s performance.
6. Comparison on the remuneration of the Key Managerial Personnel against the performance of the company – Whole Time Director and Key Management Personnel remuneration is fixed by the Board. Whole Time Director remuneration comprises two
components i.e. Fixed Component and variable Component. Fixed Component includes monthly basic salary and perquisites and variable component is commission based on the performance of the company. This year company has not paid any commission to directors due to lower profits. Other KMP’s remuneration is fixed by the Board as per Company’s HR policy. Annual increments are based on Company’s as well as individual performance.
7. Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year –
BSE PRICE DATE MARKET
PRICE (Rs.)
EPS (Rs.)
P/E Ratio
MARKET CAPITALISATION(Rs. In Crores)
% CHANGE
31.03.2014 48.00 16.86 2.85 74.53
31.03.2015 61.60 5.06 12.17 101.31 35.93%
NSE PRICE 31.03.2014 48.90 16.86 2.90 75.92
31.03.2015 61.50 5.06 12.15 101.15 33.23%
Percentage increase over the last public offer price is not relevant as there was no public offer made by the company in last 15 years.
8. 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 increase in the remuneration of all employees excluding KMPs: 12.92% – Average decrease in the remuneration of KMPs: 32.12% Justification: Employees salary increases are decided based on the individual performance, inflation, prevailing industry trends and benchmarks.
9. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company – each KMP is granted salary based on his qualification, experience, nature of Job, industry benchmark and many other factors. However
according to the lower performance of the company this year, KMP’s salary has also been decreased by 32.12%.
10. The key parameters for any variable component of remuneration availed by the directors – 1% commission payable to each WTD director on the net profit of the company, computed in the manner laid down in the Companies Act, 2013. However, during the year, due to insufficient profits, commission was not paid during the year.
11. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year – Nil
12. Affirmation that the remuneration is as per the remuneration policy of the company ‐ Yes
For BANSWARA SYNTEX LIMITED
Place: Mumbai R.L. TOSHNIWAL Date: 27th May, 2015 (Chairman) DIN: 00106933