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Jubilant Industries Ltd.

BSE: 533320 Sector: Consumer
BSE 00:00 | 24 Apr Jubilant Industries Ltd
NSE 05:30 | 01 Jan Jubilant Industries Ltd
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Mkt Cap.(Rs cr) 152
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Sell Qty 339.00
OPEN 105.50
CLOSE 105.10
52-Week high 158.90
52-Week low 76.00
Mkt Cap.(Rs cr) 152
Buy Price 101.00
Buy Qty 100.00
Sell Price 102.90
Sell Qty 339.00

Jubilant Industries Ltd. (JUBLINDS) - Director Report

Company director report

Your Directors have pleasure in presenting the Eleventh Annual Report together withaudited financial statements & accounts for the financial year ended March 31 2017.


(Rs. in million)
Consolidated Standalone
Particulars Year ended March 31 2017 Year ended March 31 2016 Year ended March 31 2017 Year ended March 31 2016
Total Revenue from Operations 5511.35 6524.62 278.60 401.46
Total Expenses 5524.20 6806.83 300.84 408.91
Operating Profit/(Loss) (12.85) (282.21) (22.24) (7.45)
Other Income 25.72 29.15 17.65 0.14
Profit/(Loss) before Exceptional Items & Tax 12.87 (253.06) (4.59) (7.31)
Exceptional Items 14.55 753.40 5.93 4.04
Tax Expenses 17.60 (911.90) - (0.52)
Net Profit/(Loss) (19.28) (94.56) (10.52) (10.83)
Balance brought forward (737.21) (642.65) 1433.66 1444.49
Balance to be carried forward (756.49) (737.21) 1423.14 1433.66


The Company is engaged in manufacturing of Indian Made Foreign Liquor (IMFL) productsfor the various established brands in India engaged in liquor business.

With a capacity of 100000 cases/month and configuration of 5 automatic/semi-automaticlines it can handle all sizes of the bottles. All lines are well equipped with requiredvats for storage of ENA Blending and equipped automatic machines rinsing fillingsealing & labelling which provides flexibility for bottling various sizes of IMFL. Wehave fully equipped state of art laboratory chilling unit for the scotch blending andwell established Water treatment plant with RO facility to support our bottling plant.

Consolidated Financials

In FY2017 the consolidated revenue from operations was Rs.5511.35 million. EBITDA forthe year stood at Rs.401.48 million. Net loss was Rs.19.28 million and EPS on consolidatedbasis stood at Rs.(1.62).

Standalone Financials

In FY2017 total revenue from operations was Rs.278.60 million. EBITDA for the yearstood at Rs.(2.71) million Net loss was Rs.10.52 million and EPS on consolidated basisstood at Rs.(0.88).

The Consolidated Financial Statements prepared in accordance with the provisions ofthe Companies Act 2013 (the 'Act') SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 (the ‘Listing Regulations') andAccounting Standard-21 on Consolidated Financial Statements (AS-21) form part of theAnnual Report.


Keeping in view the losses the Board of Directors has not recommended any dividend forthe financial year 2016-17. Accordingly there has been no transfer to general reserves.

4. CAPITAL STRUCTURE / STOCK OPTION Authorised Share Capital

The authorized share capital of the Company as at March 31 2017 was Rs. 150 million.

Paid-up Share Capital

During the year 28470 equity shares were allotted pursuant to exercise of StockOptions. As at March 31 2017 the paid-up share capital stands at Rs.119.15 millioncomprising of 11915070 equity shares of Rs.10/- each fully paid up.

Employee Stock Options Scheme

At present the Company has one Employee Stock Option (ESOP) Scheme namely JILEmployees Stock Option Scheme 2013. The Nomination Remuneration and CompensationCommittee administers and monitors the Company's ESOP Scheme.

During FY 2016-17 100038 option was granted on October 28 2016 under the ESOPScheme and 28470 options were exercised on September 23 2016. The details pursuant tothe SEBI (Share Based Employee Benefits) Regulations 2014 [the 'SEBI (ESOP)Regulations'] has been placed on the website of the Company and weblink of the same is

The Company has received a certificate from the Auditors of the Company certifying thatthe ESOP Scheme has been implemented in accordance with the SEBI (ESOP) Regulations. Thecertificate would be placed at the Annual General Meeting for inspection by members. Acopy of the same will also be available for inspection at the Company's registered office.


The Company has two wholly owned subsidiary companies Jubilant Agri and ConsumerProducts Limited (JACPL) and Jubilant Industries Inc. USA.

Jubilant Agri and Consumer Products Limited

During the year under review JACPL has been engaged in the business of Agri Productscomprising of wide range of crop nutrition crop growth and crop protection PerformancePolymers comprising of consumer products Food Polymers and VP Latex.

During FY 2017 JACPL has revenue from operations of Rs.5195.37 million. The net lossafter tax for the FY 2017 is Rs.4.79 million. In terms of Regulation 16 of the ListingRegulations JACPL is a material non-listed wholly owned indian subsidiary of the Company.

Jubilant Industries Inc. USA

Jubilant Industries Inc. USA is a wholly owned subsidiary of the Company. During FY2017 it has been engaged in overseas trading of Solid Poly Vinyl Acetate and VP Latex. Ithad revenue from operations of Rs.363.01 million. Net loss after tax for the FY 2017 wasRs.4.60 million.

The salient features of performance and financial position of Company's subsidiaries isgiven in Form AOC-1 attached to the financial statements.


Appointment Re-appointment and Resignations

Mr. Shamit Bhartia will retire at the ensuing Annual General Meeting (AGM) and beingeligible has offered himself for re-appointment. The Board recommends his re-appointment.

Brief resume of Mr. Shamit Bhartia with other details as stipulated under SecretarialStandard – 2 and Regulation 36 of the Listing Regulations are provided in the Noticeconvening the 11th AGM.

Key Managerial Personnel

Mr. Sandeep Kumar Shaw Chief Financial Officer has resigned w.e.f. April 28 2017.The Board in its meeting held on May 24 2017 has appointed Mr. Umesh Sharma as the ChiefFinancial Officer of the Company and also designated him as Key Managerial Personnel ofthe Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria ofindependence as provided under Section 149 of the Act and Regulation 16 of the ListingRegulations.

Meetings of the Board

A tentative calendar of Meeting is prepared and circulated in advance to the Directors.The intervening gap between the meetings was within the period prescribed under the ActSecretarial Standard - 1 and Listing Regulations.

During the year ended March 31 2017 the Board met 4 times. The details ofBoard/Committee Meetings and the attendance of Directors are provided in the CorporateGovernance Report attached to this Report.

Appointment and Remuneration Policy

The Company has implemented Appointment and Remuneration Policy pursuant to theprovisions of Section 178 of the Act read with Regulation 19 of the Listing Regulations.The Policy has been disclosed in the Corporate Governance Report attached to this Report.

Board Evaluation

A statement on annual evaluation by the Board of its performance and performance of itsCommittees as well as Individual Directors forms part of the Corporate Governance Report.


The Audit Committee as on March 31 2017 comprises of Mr. R. Bupathy as Chairman Mr.S. K. Roongta and Mr. Ghanshyam Dass as members.

Further all the recommendations made by Audit Committee were accepted by the Board ofDirectors.

8. AUDITORS & AUDIT REPORTS Statutory Auditors

In terms of the provisions of Section 139 of the Act M/s. K. N. Gutgutia & Co.Chartered Accountants were appointed as the Company's Statutory Auditors by theshareholders at their 8th AGM held on September 02 2014 for a period of five years i.e.till the conclusion of 13th AGM.

The said appointment is subject to ratification by the members at every AGM.Accordingly the appointment of M/s. K. N. Gutgutia & Co. Chartered Accountants asthe Company's Statutory Auditors from the conclusion of 11th AGM till the conclusion of12th AGM is placed for ratification by the members. The Company has received certificatefrom the Auditors to the effect that ratification of their appointment if made shall bein accordance with the provisions of Section 141 of the Act.

The reports of Statutory Auditors on Standalone and Consolidated Financial Statementsforms part of the Annual Report. There are no qualifications reservations adverseremarks disclaimer or emphasis of matter in the Auditors' Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s SanjayGrover & Associates Company Secretaries to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is attached as Annexure 1 to this report anddoes not contain any qualification reservation or adverse remark or disclaimer.

The Board has re-appointed M/s Sanjay Grover & Associates Company Secretaries asSecretarial Auditors of the Company for FY 2017-18.


Today's business environment remains challenging for the Corporate World and riskmanagement retains its high position on every organization's agenda. The Company hasseveral risk factors which could potentially impact its business objectives if notperceived and mitigated in a timely manner. With an effective risk management framework inplace the Company looks at these risks as challenges and opportunities to create valuefor its stakeholders. With its established processes and guidelines in place combinedwith a strong oversight and monitoring system at the Board and senior management levelsthe Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organizationthrough defined and communicated corporate values clearly assigned risk responsibilitiesappropriately delegated authority and a set of processes and guidelines which arepresented to the Board especially with respect to risk assessment and risk minimizationprocedures. As an organization it promotes strong ethical values and high levels ofintegrity in all its activities which in itself is a significant risk mitigator.

With the growth strategy in place risk management holds the key to the success of ourjourney of continued competitive sustainability in attaining desired business objectives.

A detailed note on Risk Management is given as part of "Management Discussion& Analysis".


The Company recognizes that its people are the eminent source of competitiveness andtherefore it's our constant endeavor to support and build people capabilities and to makethem attain better results.

With an aim to be the employer of choice we encourage leadership & commitmentthrough various measures to maintain management quality improved employee productivityand employee satisfaction through a neutral and congenial culture.

The cornerstone continues to be on most ingenious HR practices of attracting the right& the best talent available Engaging and retaining them and also providedevelopmental inputs critical to maintain desired operational standards Develop acredible succession plan for key positions ensuring no adverse impact on the businessobjectives in case of unexpected departures in key positions.

The Company continues to invest in various talent engagement & development programsfor its employees in an integrated approach. The framework is to provide comprehensiverange of training interventions to nationwide employees by special focus on"Action-Learning" projects Breakthrough Workshops orbit shifts Young leadersacceleration Program Talent & Succession planning. Training and developing existingtalent by identifying & differentiating "High Performance High Potential".

The successors to the business heads are being engaged to lead cross functional teamsand are structurally involved in strategy and operational discussion to build up theholistic knowledge of the business and create a win-win situation for both the employeesand the organization.

To execute its growth and diversification plans the Company continues to hire newhighly skilled scientific and technical personnel also the search partner engagementprogram enables the Company to reinforce its employer branding that has translated in tosuccessful lateral hiring at key positions. We have also introduced rewards andrecognition policies for we believe that each individual's success contributes to thesustained success of the organization.

The Company has adopted a Policy on Prevention of Sexual Harassment at workplace underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. No case was reported during the year under review under the policy.


During the year one of the units of JACPL received various awards and accolades like:

• 17th Annual Greentech Environment GOLD AWARD in Chemical Sector foroutstanding achievement in Environment Management;

• SILVER AWARD for outstanding achievements in Training Excellence in India'sprestigious "6th Annual Greentech HR Award - 2016;

• GOLD AWARD for outstanding achievements in Quality Excellence in India'sPrestigious "FAME Excellence Award - 2016;

• GOLD AWARD in Chemical Sector for outstanding achievement in Safety Management.


The Company firmly believes in inclusive growth of its business with the Environmentalenrichment and Social development based on the triple bottom line concept of SustainableDevelopment.

The Company published its Corporate Sustainability Report 2016-17 conforming to GlobalReporting Initiative (GRI) G4 reporting guidelines fulfilling the ‘InAccordance'-Comprehensive reporting criteria. As a green initiative this report isavailable on the website of the Company ( and GRIdatabase. As an extension of the green initiative to minimise the impact on environmentthe Annual Report is emailed to shareholders whose email id is registered with theCompany/Depositories to reduce use of paper.

Sustainability initiatives have been undertaken for reduction of emissionparametersenergy consumption and greenhouse gas emission. Energy Conservation drive havebeen carried out to strengthen the awareness and participation of employees in reducingavoidable Energy losses. Waste water generated in fertilizer plant is completely recycledand reused. In other plants it is treated and disposed as per Consent conditions. NaturalResource conservation measures have been strengthen through reuse of hazardous wastes i.e.silica sludge sulphur sludge and fly-ash in the fertilizer plant. Further Renewable fuel(Rice Husk) have been successfully used completely eliminating use of coal in hot airgenerators of the Company in the reporting year. Suppliers assessment process has beenstrengthened through checklist based review on relevant sustainability aspects andindicators.


The Company through Jubilant Bhartia Foundation (JBF) the social wing of JubilantBhartia Group has been working with various stakeholders to bring about progressivesocial change by knowledge generation & sharing experiential learning andentrepreneurial ecosystem. The Company has identified four core focus areas towardscommunity development and runs various activities under these:

• Universalize elementary education through Project Muskaan

• Improving health indices through innovative services of Swasthya Prahari

• Improving Employability of Local Youths through

Vocational Training Programmes such as Project Samriddhi.

• Building Farming capability and Cattle care through Project Krishi Paathshala.

While there was no prescribed limit for CSR expenditure but Jubilant Bhartia Foundationcontinued its activities surrounding to Company's manufacturing locations.

A summary of the activities of JBF is provided on its

Annual Report on CSR activities of the Company for the financial year 2016-17 has beenattached as Annexure 2 and forms part of this Report.


In its endeavour to improve investor services your Company has taken the followinginitiatives:

• An Investor Section on the website of the Company ( been created.

• There is a dedicated e-mail id investorsjil@ for sending communicationsto the Company Secretary.

Members may lodge their requests complaints and suggestions on this e-mail as well.


Your Company being committed to policy of sustainable development has taken severalgreen initiatives which include:

• Conducting Paperless Board/Committee Meetings;

• Uploading the Corporate Sustainability Report on the website of the Company(instead of circulating in paper or CD form) and providing its weblink to the shareholdersalongwith the Annual Report; and

• Emailing Annual Reports and other documents to shareholders who have opted forthe electronic version.


As a responsible corporate citizen the Company is committed to maintain the higheststandards of Corporate Governance and believes in adhering to the best corporate practicesprevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34read with Schedule V of the Listing Regulations forms part of this Report. A certificatefrom the Statutory Auditors confirming compliance with the conditions of CorporateGovernance as stipulated in Clause E of Schedule V to the Listing Regulations is attachedto the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with theCode of Conduct for Directors and Senior Management for the year ended March 31 2017. Acertificate from the Managing Director confirming the same is attached to the CorporateGovernance Report.

A certificate from the CEO and CFO confirming correctness of the financial statementsadequacy of internal control measures etc. is also attached to the Corporate GovernanceReport.


Management Discussion and Analysis Report as stipulated under the Listing Regulationsis presented in a separate Section forming part of this Annual Report.


i. Extract of Annual Return: Pursuant to provisions of Section 92 of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return in Form No. MGT – 9 is attached as Annexure 3 to this Report.

ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V ofthe Act. Accordingly no disclosure or reporting is required in respect of details relatingto deposits covered under this Chapter.

iii. Loans Guarantees and Investments: The details of Loans Guarantees andInvestments covered under Section 186 of the Act form part of the notes to the financialstatements.

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company hadformulated a policy on Related Party Transactions (‘RPTs') dealing with the reviewand approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitivenature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during FY 2016-17 were in the ordinary course of business and onarm's length basis. No material RPTs were entered into during FY 2016-17 by the Company asdefined in the Policy on RPTs. Accordingly the disclosure of RPTs as required underSection 134(3)(h) of the Act in Form AOC 2 is not applicable. Your Directors drawattention of the members to Note no. 35 to the Standalone Financial Statements which setsout the Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment hasoccurred after the close of the Financial Year 2016-17 till the date of this Report whichaffects the financial position of the Company.

vi. Significant or Material orders: There is no significant or material orders passedby the Regulators or Courts or Tribunal impacting the going concern status of the Companyand its future operations.

vii. Vigil Mechanism/Whistle Blower Policy: The details of Vigil Mechanism (WhistleBlower Policy) adopted by the Company have been disclosed in the Corporate GovernanceReport and form an integral part of this report.

viii. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo: The Company being engaged in the business of manufacturing of IMFL most of theinformation as required under Section 134 the Act read with Rule 8 Companies (Accounts)Rules 2014 as amended is not applicable. However the information as applicable has beengiven in Annexure 4 and forms part of this Report.

ix. Particular of Employees: Particulars as required under Section 197(12) of the Actread with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in Annexure 5 and forms part of this Report.


Your Directors based on the representation received from the management confirm that:

• in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

• the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as on March 31 2017 andof the profit and loss of the company for the year ended March 31 2017;

• the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis;

• the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

Based on the framework of internal financial controls including the Control Manager forfinancial reporting and compliance systems established and maintained by the Company workperformed by the internal statutory and secretarial auditors and the reviews performed bythe management and the relevant Board committees including the Audit Committee the Boardis of the opinion that the Company's internal financial controls were adequate andeffective during the Financial Year 2016-17; and

• the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


Your Directors acknowledge with gratitude the cooperation and assistance received fromthe Central and State Government Authorities. Your Directors thank the ShareholdersFinancial institutions Banks/ other Lenders Customers Vendors and other businessassociates for the confidence reposed in the Company and its management and look forwardto their continued support. The Board places on record its appreciation for the dedicationand commitment of the employees at all levels which has continued to be our majorstrength. We look forward to their continued support in the future.

For and on behalf of the Board
Place : NOIDA Hari S. Bhartia
Date : May 24 2017 Chairman

Annexure 4

Disclosure under Section 134(3)(M) of the Companies Act 2013 read with Companies(Accounts) Rules 2014.


(i) Steps taken or impact on conservation of energy

1) Improving power factor to 0.99 under rated load condition

2) OPE improvement

3) Awareness developed through training

4) Shutting down unnecessary computer printer office light

(ii) Steps taken by the Company for utilizing alternate sources of energy

The Company recognizes that climate change mitigation require significant considerationin business decisions. To bring down the carbon foot print the Company continuouslystrives to use renewable energy.

(iii) Capital investment on energy conservation equipments



i) Efforts made towards technology absorption

Owing to the nature of operations of the Company the information pertaining toTechnology Absorption is not applicable to the Company. However the Company endeavors toavail the latest technology trends and practices in its operations. ii) Benefitsderived like product improvement cost reduction product development or importsubstitution


iii) Imported Technology

Not Applicable.

iv) Expenditure incurred on Research and Development



For and on behalf of the Board
Place : NOIDA Hari S. Bhartia
Date : May 24 2017 Chairman

Annexure 5

Particulars prescribed under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014


(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17 the percentage increase inremuneration of each Director Chief Financial Officer and Company Secretary in thefinancial year 2016-17:

Sl. No. Name and Designation of Director/KMP Remuneration during the financial year 2016-17 (in Rs.) % increase in Remuneration Ratio of remuneration of each Director to median remuneration of employees
1. Mr. Hari S. Bhartia - - -
Chairman (Non-Executive)
2. Mr. Priyavrat Bhartia - - -
Non-Executive Director
3. Mr. Shamit Bhartia - - -
Non-Executive Director
4. Mr. Ghanshyam Dass 320000 120.69* 0.26
Independent Director
5. Mr. R. Bupathy 300000 71.43* 0.24
Independent Director
6. Mr. S.K. Roongta 335000 74.03* 2.69
Independent Director
7. Ms. Shivpriya Nanda 195000 85.71* 0.16
Independent Director
8. Mr. Videh Kr. Jaipuriar# - - -
Managing Director
9. Mr. Sandeep Kr. Shaw# 240835 5.03 0.19
Chief Financial Officer
10. Mr. Dinesh Kumar Gupta 3158105 NA 2.53
Company Secretary

* Independent Directors have been paid remuneration by way of sitting fees. Increase inremuneration of Independent Directors has been because of increase in sitting fees paidper meeting effective from August 10 2016.

# Received remuneration from Company's wholly owned subsidiary.

Median of Total Cost to Company (CTC) on payable basis has been taken for all on-rollemployees as on March 31 2017. Median Salary of all on-roll employees is Rs. 1249376.

(ii) The percentage increase in the median remuneration of employees in the FinancialYear 2016-17 was 11%;

(iii) 04 permanent employees were on the rolls of Company as on March 31 2017.

(iv) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentageincrease in managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration of the employees other than managerial remunerationwas 16% in the Financial Year 2016-17. No remuneration has been paid to managerialpersonnel during the Financial Year 2016-17.

(v) Affirmation that the remuneration is as per the as per the Remuneration Policy ofthe Company:

It is hereby affirmed that the remuneration paid as per the Appointment andRemuneration Policy for Directors Key Managerial Personnel and other employees.


Employee Name Designation & Nature of Duties Qualification Total Work Experience (Years) Date of Commencement of Employment Age Remuneration (Rs.) Previous Employment held
Designation Name of the Company
A. Top Ten Employees in terms of remuneration drawn during the Financial Year 2016-17
1 Abasaheb Bhagawan Bhosale Deputy Manager - QA B.Sc. (Chemistry) Diploma in Industrial Fermentation & Alcohol Tech 20 1-Mar-04 43 1234972 Blender (Sr Chemist) UDV India Limited (Diageo)
2 Dinesh Kumar Gupta Company Secretary FCS CFA LLB 16 16-Jun-15 37 3158105 Senior Manager Bharti Airtel Limited
3 Sandeep Kumar Shaw Chief Financial Officer CWA FCA 25 17-Nov-10 49 240835 Financial Controller Jindal ITF Limited
4 S E Chavan Senior Manager - Production B.Sc. (Chemistry) 29 1-Mar-04 54 1594606 Team Leader - Production UDV India Limited (Diageo)

B.3 Employed for full year and in receipt of remuneration for the year which inaggregate was not less than Rs. 10200000 per annum (other than those mentioned inPara A above)


C.3 Employed for part of the year and in receipt of remuneration which inaggregate was not less than Rs. 850000 per month (other than those mentioned inPara A above)



1. All above persons are/ were full time employees of the Company.

2. None of the other employees is related to any Director of the Company.

4. None of the above employees is covered under Rule 5(2)(iii) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

5. Remuneration comprises salary allowances perquisites/ taxable value of perquisitesetc. including perquisite value of ESOPs exercised if any.

For and on behalf of the Board
Place : NOIDA Hari S. Bhartia
Date : May 24 2017 Chairman