Dear Members,
Your Directors present the 30th Annual Report of your Company together with
the Audited Annual Accounts for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS
| Particulars |
Financial Year ended |
|
(Amount in Rupees) |
|
31st March, 2018 |
31st March, 2017 |
| Total Income |
28,199,332 |
18,593,365 |
| Total Expenditure |
14,602,129 |
14,569,653 |
| Profit/ (Loss) before tax |
13,597,203 |
4,023,712 |
| Profit/ (Loss) after tax |
10,053,056 |
2,923,846 |
| Paid-up Share Capital |
50,909,000 |
50,909,000 |
| Reserves and Surplus |
32,836,051 |
22,782,995 |
OPERATING HIGHLIGHTS
During the year under review total revenue of the Company is Rs. 281.99 Lakh (Previous
year Rs. 185.93 Lakh). The Company incurred a profit of Rs. 100.53 Lakh after taxes
(Previous year loss of Rs. 29.24 Lakh). Depreciation for the year was Rs. 57.99 Lakh
(Previous year Rs. 54.71 Lakh).
Your Directors are positive about the Company's operations and making best efforts to
implement the cost reduction measures to the extent feasible.
COMPANY'S AFFAIRS
The Company (registered with the Reserve Bank of India (RBI) as a Non-Banking Financial
Company), engaged mainly, in the business of providing Secured and Unsecured Loans &
Advances and investing in securities, both quoted and unquoted and renting & leasing
of movable and immovable properties. The Company offers specialized solutions for meeting
specific liquidity requirements with technical insights into capital markets.
DIVIDEND
It is endeavor of your Company to make optimum use of its funds for ongoing setup,
Expansion and Working Capital requirements. Keeping in mind the aforesaid factors your
Directors have decided not to recommend any Dividend for the year ended 31st
March 2018.
SHARE CAPITAL
There is no change in the Equity Share Capital of the Company during the financial year
under review.
FIXED DEPOSITS
The Company has not accepted any fixed deposit during the year under review falling
within the purview of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014. There are no deposits which are outstanding as on 31st
March, 2018.
LISTING AGREEMENT
The Company entered into Listing Agreement with BSE Limited. The Company has already
paid listing fees for the financial year 2018-19 to the BSE Limited.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not name any investment or given guarantee to any company during the
financial year and the particulars of Loans and Advances are provided in the financial
statements (please refer the Note 10 and 12 to the financial Statements).
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use for disposition of its assets. All the transactions are probably
authorized, recorded and reported to the Management. The Company is following all
applicable accounting standards for properly maintaining the books of accounts and
reporting financial statements. The Internal Auditor of the company checks and verifies
internal control and monitors them in accordance with policy adopted by the company. The
Company continues to ensure proper and adequate systems and procedures commensurate with
its size and nature of business.
TRANSFER TO RESERVES
The Company has transferred an amount of Rs. 20.11 Lakh to the special reserve u/s
45-IC out of current year's profit and also complied the applicable provisions prescribed
under the Special reserves u/s 45-IC of the RBI Act,1934.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with employees
at all levels. DIRECTORS AND KEY MANAGERIAL PERSONNEL
• Declaration by Independent Directors
All independent directors have given declarations under section 149(7) of the Companies
Act, 2013 that they meet the criteria of independence as laid down under section 149(6) of
the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).
• Evaluation of the performance of the Board
Pursuant to the provisions of the Companies Act, 2013, 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 Audit Committee, Nomination & Remuneration
Committee and Stakeholders Relationship Committee.
The Independent Directors at a separate meeting, evaluated performance of
non-independent directors, performance of the Board as a whole and performance of the
Chairperson of the Company.
• Inductions
During the year under review, the Board of Directors has appointed Smt. Anjali
Prajapati as an Independent Director of the Company, to fill the casual vacancy caused by
death of Sh. Sushil Chandra Mehrotra, whose office shall be liable to vacation upto the
date which Sh. Sushil Chandra Mehrotra would have hold office if his office of
directorship had not been vacated due to his sad demise.
Pursuant to provisions of section 161(4) of the Companies Act, 2013, the appointment of
Smt. Anjali Prajapati is required to be subsequently approved by members in the immediate
next general meeting. Hence the Board of Directors has recommended the approval of her
appointment as an Independent Director in Notice of AGM.
• Retirement/Re-appointment
In terms of Section 152 of the Companies Act, 2013, Smt. Poonam Garg (DIN: 00085201)
who retires by rotation at the ensuing AGM, offered herself for reappointment.
None of Independent Directors will retire at the ensuing Annual General Meeting.
• Resignation
During the year under review, the there has not been any resignation of Director(s)
from the Board of the Company.
• Demise
The Board of directors of the Company express their deep condolences at the untimely
and sad demise of Sh. Sushil Chandra Mehrotra, Independent Director of the Company who
died on 11th January, 2018. The Board of Directors place on record a deep
appreciation for the valuable services rendered by Late Sh. Sushil Chandra Mehrotra, who
died during his tenure as a Director of the Company.
• Disclosure of Relationships Between Directors Inter-Se Shri Pavel Garg, Director
and Smt. Poonam Garg, Director are directly related to each other. As Smt. Poonam Garg is
a wife of Mr. Pavel Garg.
• Key Managerial Personnel
Shri. Chandra Kishore Aggarwal, Company Secretary, Smt. Lalita Katewa Chief Financial
Officer and Sh. Pavel Garg, Whole Time Director of the Company are the Key Managerial
Personnel ("KMP") of the Company.
• Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) In the preparation of the annual accounts for the year ended 31st March,
2018, the applicable accounting standards have been followed along with proper explanation
relating to material departure;
ii) The directors 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 or loss of the Company for the year under review;
iii) The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The directors have prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
vi) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such system were adequate and operating effectively.
• Pecuniary Relationship or Transactions of the Non-Executive Directors and
disclosures on the Remuneration of the Directors
All pecuniary relationship or transactions of the non executive Directors vis-a-vis the
Company, containing requisite information for such payments and disclosures on the
remuneration of the Directors along with their shareholding are disclosed in Form MGT 9
which forms part of this Report.
COMMITTEES OF THE BOARD
There are currently three committees of the Board i.e. Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. The all three Committees
has been reconstituted on as on 30th April, 2018 due to sad demise of Sh.
Sushil Chandra Mehrotra, Independent Director of the Company as Sh. Sushil Chandra
Mehrotra was the member of all Committees of the Board.
The Composition of committees of the Board are as follows:
• Audit Committee
The Audit Committee of the Company reviews the reports to be submitted with the Board
of Directors with respect of auditing and accounting matters. It also supervises the
Company's financial reporting process Presently as on date of this Report, the Audit
Committee Comprises of 3 directors. The Composition of the Audit Committee is as under:
| Name |
Category |
Designation |
| Shri Yegnanarayanan Hari Shankar |
Independent Director |
Chairman |
| Smt. Anjali Praiapati |
Independent Director |
Member |
| Smt. Poonam Garg |
Non Executive Director |
Member |
Nomination and Remuneration Committee
The Board has a Nomination and Remuneration Committee. The Committee, inter-alia, deals
with various matters relating to:
• Formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the board of directors a policy relating
to, the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of performance of independent directors
and the board of directors;
• Devising a policy on diversity of board of directors;
• Identifying persons who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down, and recommend to
the board of directors their appointment and removal.
• Whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors.
Presently as on date of this Report, the composition of the Nomination and Remuneration
Committee is as under:
| Name |
Category |
Designation |
| Shri Yegnanarayanan Hari Shankar |
Independent Director |
Chairman |
| Smt. Anjali Praiapati |
Independent Director |
Member |
| Sh. Poonam Garg |
Non Executive Director |
Member |
Stakeholders Relationship Committee
The Board has a Stakeholders Relationship Committee. The Committee, inter-alia, deals
with various matters relating to:
• Transfer/transmission of shares;
• Issue of duplicate share certificates;
• Investors' grievances and redressal mechanism and recommend measures to improve
the level of investor services.
Details of shares transfer/transmission approved by the Committee and
Shareholders'/Investors' grievances are placed at the Board Meetings from time to time.
Presently as on date of this Report, the Stakeholders Relationship Committee comprises
of 3 (three) Directors.
| Name |
Category |
Designation |
| Shri Sushil Chandra Mehrotra |
Independent Director |
Chairman |
| Smt. Anjali Prajapati |
Independent Director |
Member |
| Sh. Pavel Garg |
Executive Director |
Member |
MEETINGS OF THE BOARD AND COMMITTEES
During the year Six Board Meetings and Four Audit Committee Meetings were convened and
held. The details of which are given as under.
| Date |
Date |
| Board Meetings |
Audit Committee Meetings |
| 1. 30th May. 2017 |
1. 30th May. 2017 |
| 2. 11th August, 2017 |
2. 11th August, 2017 |
| 3. 14th November, 2017 |
3. 14th November, 2017 |
| 4. 27th November, 2017 |
4. 24th January, 2018 |
| 5. 24th January, 2018 |
|
| 6. 31st March, 2018 |
|
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
There was only one meeting held of Nomination and Remuneration Committee as on 20th
March, 2018 and Stakeholders Relationship Committee as on 31st March, 2018.
• Policy on Directors' Appointment and Remuneration
The current policy is to have a appropriate mix of Executive and Independent directors
to maintain the independence of the board, separate its function of Governance and
Management. As on 31st March, 2018 the Board consists of 3 members, one of whom
executive director, one is non executive director and one independent Director. The Board
periodically evaluates the need for change in its composition and its size.
The policy of the company on directors' appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under Sub-section (3) of Section 178 of the companies Act,
2013, adopted by the Board, is appended as "Annexure A" to the Board's Report.
We affirm that remuneration paid to the directors is as per the terms laid out in the
remuneration policy of the company.
SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES/JOINT VENTURES
The Company do not have any subsidiary, joint venture or, associate Company, hence, no
need to state anything about the same.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to members of
the Board and all employees in the course of day to day business operations of the
company. The Code has been placed on the Company's website. The Code lays down the
standard procedure of business conduct which is expected to be followed by the directors
and the designated employees in their business dealings and in particular on matters
relating to integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. VIGIL MECHANISM// WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.muditfinlease.com and is displayed on the
website of the Company at http://muditfinlease.com/wp-content/uploads/2015/04/Vigil_Mechanism_Whistle_Blower_Policy.pdf
RISK MANAGEMENT AND POLICY
Pursuant to section 134 (3) (n) of the Companies Act, 2013 the Company has implemented
Risk Management Policy which is available on Company's website at http://muditfinlease.com/wp-content/uploads/2017/08/Risk-
Management-Policy.pdf and the Board of Directors has prepared a comprehensive framework of
risk management for assessment of risks and to determine the responses to these risks so
as to minimize their adverse impact on the organization.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires preclearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code. The Code is uploaded on Company's website at
http://muditfinlease.com/wp-
content/uploads/2017/08/Code-of-Conduct-of-Insider-Trading.pdf
SECRETARIAL STANDARDS
The Company complies with all the applicable Secretarial Standards. PRUDENTIAL NORMS
& DIRECTIONS OF RBI FOR NBFCS
Your company has complied with all the requirements prescribed by the Reserve Bank of
India and has filed the required returns.
AUDITORS
• Statutory Auditors
M/s. G. K. Kedia & Co., Chartered Accountants, New Delhi having Firm Registration
No. 013016N retires at the conclusion of the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment.
• Secretarial Auditor
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Vikas
Kumar Sharma, Company Secretary to undertake the Secretarial Audit of the Company for
financial year 2017-18. The Secretarial Audit Report is annexed herewith as "Annexure
B".
• Internal Auditor
The Board of Directors of your company has appointed M/s Deep Singhal & Associates,
Chartered Accountants as an internal auditors of the company and his report is reviewed by
the Audit Committee from time to time.
• Explanation and Comments on Auditor's and Secretarial Audit Report
There is no qualification, disclaimer, reservation or adverse remark made by the
Statutory Auditors in Auditors' Report.
Further, there is no qualification, disclaimer, reservation or adverse remark made by
the Company Secretary in practice in Secretarial Audit Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservation of Energy & Technology Absorption: The Company, being a non-banking
finance company (NBFC), does not have any manufacturing activity. The directors,
therefore, have nothing to report on 'conservation of energy and technology absorption'.
b. Export Activities: There was no export activity in the Company during the year under
review. The Company has no immediate plans for export in the near future as well.
c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and
outgo during the year under review.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions are entered into by the Company, at arm's length
basis, in the ordinary course of business and are in compliance with the applicable
provisions of the Act and the SEBI LODR Regulations and the Company's Policy on Related
Party Transactions. During the financial year 2017-18, the Company did not enter into any
material related party transactions, i.e. transactions exceeding ten percent of the
consolidated turnover as per the last audited financial statements. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act
in Form AOC 2 is not applicable.
The policy on Related Party Transactions, as approved by the Board, is displayed on the
website of the Company at
http://muditfinlease.com/wp-content/uploads/2015/04/Policy_on_Related_Party_Transactions.pdf
SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual harassment policy in line with the
requirements of the sexual harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy.
During the Year 2017-18 no complaints were received by the Company related to sexual
harassment.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report as stipulated under Regulation 34 of the SEBI LODR
Regulations is not applicable to the Company. Since no initiative with respect to
environmental, social etc has been taken.
CORPORATE GOVERNANCE
Since, the Company having paid-up capital and net worth less than the threshold
provided under Regulation 15(2) of SEBI LODR Regulations. Hence, the Company need not
required to address Reports on Corporate Governance, certificate/s from either the
auditors or practicing company secretaries regarding compliance of conditions of corporate
governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchanges, is presented in a separate section forming
part of the Annual Report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 92(3) of the Companies Act, 2013, the details forming part
of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure
C".
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to companies having net worth not exceeding Rs. 500
Cr or turnover not exceeding Rs. 1,000 Cr or net profit not exceeding Rs. 5 Cr or more
during any financial year, as on the last date of previous financial year. In this
connection, we wish to inform you that in respect of our company as on the last audited
balance sheet as at 31st March, 2018 neither the net worth exceeds Rs. 500 Cr
nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence, the provisions
of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, forms part of this report and annexed herewith as "Annexure D".
In terms of Section 136 of the Act, the reports and accounts are being sent to the members
and others entitled thereto, including the information on employees' particulars which is
available for inspection by the members at the Registered office of the company at all
working days except Saturdays between 11 A.M. to 01:00 P.M. up to the date of Annual
General Meeting. If any member is interested in inspecting the same, such member may write
to the company secretary in advance.
DISCLOSURES UNDER THE ACT
* Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or
tribunals impacting going concern status and company's operations in future.
* Material changes and commitments affecting the financial position of the Company
after the close of financial year
There are no material changes and commitments affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company i.e. 31st
March, 2018 and the date of the Directors' Report.
* Change In The Nature of Business
There were no changes in the nature of the Business during the Financial Year ended 31st
March, 2018.
* Reporting of Frauds by Auditors
There were no frauds reported by auditors as per Section 134(3) and Section 143(12) of
the Act.
ACKNOWLEDGMENTS AND APPRECIATION
The Directors take this opportunity to thank the Company's customers, shareholders,
investors, suppliers, bankers, financial institutions and Central & State Governments
for their consistent support to the Company. The Directors also wish to place on record
their appreciation to employees at all levels for their hard work, dedication and
commitment.
For and on behalf of the Board For Mudit Finlease Limited
| Date: 30th May, 2018 |
Poonam Garg |
Pavel Garg |
| Place: New Delhi |
(Director) |
(Director) |
|
(DIN: 00085201) |
(DIN: 00085167) |
ANNEXURES FORMAING PART OF DIRECTORS' REPORT
ANNEXURE- A
Introduction
Nomination and Remuneration Policy
Pursuant to Section 178 of the Companies Act, 2013 and extant provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, Mudit Finlease Limited
("the Company") has a Nomination and Remuneration Commettee as per the terms and
conditions provided in Section 178 of the Companies Act, 2013 and other applicable
provisions. As per the provisions, the Company is required to frame a policy on nomination
and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other
employees of the Company.
1. Objective of the Policy
The policy is framed with the objective(s):
a) That based on the Company's size and financial position and trends and practices on
remuneration prevailing in peer companies in the Industry, the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate directors and
talented managerial personnel of the quality required to run the Company successfully and
to ensure long term sustainability and create competitive advantage.
b) That the remuneration to Directors, Key Managerial Personnel (KMP) and other
employees of the Company involves a balance between fixed and incentive pay reflecting
short and long term performance objectives appropriate to the working of the Company and
its goals.
2. Constitution of the Nomination and Remuneration Committee
The Board has reconstituted the nomination and remuneration committee of the Board.
This is in line with the requirements under the Companies Act, 2013 ('the Act').
The Board has authority to reconstitute this committee from time to time.
3. Functions of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee shall, inter-alia, perform the following
functions:
a) Identify persons who are qualified to become Directors and employees who may be
appointed in key managerial position, senior management in accordance with the criteria
laid down, recommend to the Board their appointment, remuneration and removal, including
succession planning.
b) Ensure that the Board comprises of a balanced combination of Executive Directors and
Non- Executive Directors and also the Independent Directors, including Board diversity.
c) Devise framework to ensure that Directors are inducted through suitable
familiarization process along with criteria for evaluation of Independent Directors and
the Board and to provide for reward(s) linked directly to their effort, performance.
d) Decide/approve details of fixed components and performance linked incentives along
with the performance criteria.
e) Such other functions as may be decided in accordance with the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended from time to time.
The Chairman of the Nomination and Remuneration committee could be present at the
Annual General Meeting, to answer the shareholders' queries. However, it would be up to
the Chairman to decide who should answer the queries.
4. Applicability
This Policy is applicable to:
a) Directors viz. Executive, Non-Executive and Independent
b) Key Managerial Personnel ("KMP")
c) Senior Management Personnel
d) Other Employees of the Company
5. Matters relating to the remuneration, perquisites for the Whole-time / Executive /
Managing Director Role of Committee
1. The remuneration / compensation / profit-linked commission etc. to the
Whole-time/Executive/Managing Directors will be recommended by the Committee and approved
by the Board. The remuneration / compensation / profit-linked commission etc. shall be in
accordance with the percentage/slabs/conditions laid in the Companies Act, 2013 and shall
be subject to the prior / post approval of the shareholders of the Company and Central
Government, wherever required.
2. If in any financial year, the Company has no profits or its profits are inadequate,
the Company shall pay remuneration to its Whole Time Director(s) in accordance with the
provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with
such provisions, then with the prior approval of the Central Government.
3. Increments to the Whole Time Director(s) should be within the slabs approved by the
shareholders. Increments will be effective 1st April in respect of a Whole Time
Director as well as in respect of other employees of the Company, unless otherwise
decided.
6. Removal
The Committee may recommend, to the Board with reasons recorded in writing, removal of
a Director, KMP or one level below KMP subject to the provisions of the Companies Act,
2013, and all other applicable Acts, Rules and Regulations, if any.
7. Retirement
The Director, KMP and one level below the KMP shall retire as per the applicable
provisions of the Regulations, Act and the policy of the Company. Employment of the
services of the Director, KMP, Senior Management Personnel as consultants after their
retirement would be at the sole discretion of the Board.
8. Remuneration to Non-Executive / Independent Director
a) Sitting Fees
The Non-Executive Independent Directors of the Company shall be paid sitting fees as
per the applicable Regulations. The quantum of sitting fees will be determined as per the
recommendation of the Nomination and Remuneration Committee and approved by the Board of
Directors of the Company.
b) Profit-linked Commission
The profit-linked Commission shall be paid within the monetary limit approved by the
shareholders of the Company subject to the same not exceeding 2% of the net profits of the
Company computed as per the applicable provisions of the Regulations.
c) Stock Options
An Independent Director shall not be entitled to any stock option of the Company.
9. Remuneration to KMP, Senior Management Personnel and Other Employees
The KMP, Senior Management Personnel and other employees of the Company shall be paid
monthly remuneration as per the Company's HR policies and / or as may approved by the
Committee.
The Chief Executive Officer/Whole Time Director of the Company will make organization -
wide annual presentation(s) before the Committee which would have requisite details
setting out the proposed performance bonus payouts for the current financial year as well
as the proposed increments for the next financial year. The Committee shall peruse and
approve the same unless required under relevant regulations, to refer the same to the
Board of Directors and/or Shareholders of the Company.
If the remuneration of KMPs or any other officer is to be specifically approved by the
Committee and/or the Board of Directors under any Regulations, then such approval will be
accordingly sought. This Remuneration Policy shall apply to all future/continuing
employment/engagement(s) with the Company. In other respects, the Remuneration Policy
shall be of guidance for the Board. Any departure from the policy shall be recorded and
reasoned in the Committee and Board meeting minutes. The Company reserves its right to
amend or modify this Policy in whole or in part, at any time without assigning any reason
whatsoever.
10. Policy on Board diversity
The Board of Directors shall have the optimum combination of Directors from the
different areas/ fields like production, Management, Quality assurance, finance, Sales and
Marketing, supply Chain, research and development, human resources, etc. or as may be
considered appropriate.
The Board shall have atleast one Board Member who has accounting or related financial
management expertise and atleast three members who are financially literate.
For and on behalf of the Board For Mudit Finlease Limited
| Date: 30th May, 2018 |
Poonam Garg |
Pavel Garg |
| Place: New Delhi |
(Director) |
(Director) |
|
(DIN: 00085201) |
(DIN: 00085167) |
|