29 Apr 2017 | Livemint.com

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Salora International Ltd.

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Salora International Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

This Corporate Governance Report related to the financial year ended 31st March 2015 has been issued in compliance of Clause 49 of Listing Agreement with Stock Exchanges and forms a part of Board's Report to the Members of the Company.

CORPORATE GOVERNANCE PHILOSOPHY

At Salora we strive to aim our actions to be governed by our values and principles in line with the provisions of the Act and the Regulations issued by the Government. The Company is committed to ensure high standards of transparency and accountability in all its activities. The best management practices and high levels of integrity in decision making are followed to ensure long term wealth generation and creation of value for all the stakeholders. The company follows all the principles of corporate governance in its true spirit and at all times through its code of conduct which serves as guideline to each Directors, Key Managerial Personnel and Employees.

BOARD OF DIRECTORS

COMPOSITION

The composition of the Board is in conformity with Clause 49 of the Listing Agreement. A majority of the Board, 4 out of 7, are Independent Directors including a Women Director, One Non-executive Director and day-to-day management of the company was carried on by the two Executive Directors of the company. Smt. Sushmita Shekhar has been appointed Additional Director in the category of Non Executive & Independent effective from 30th March 2015 by the Board. The Board consists of seven (7) Directors and details of the composition of the Board of Directors as on 31st March 2015 is as follows:

Details of the Executive Directors:

Shri Gopal Sitaram Jiwarajka, Chairman and Managing Director of the Company, is a commerce graduate and possesses rich experience in Marketing, Finance, Production and Administration and has extensively traveled all over the globe. He possesses rich experience in TV and electronic industry and possesses in depth knowledge of Indian conditions in respect of this industry.

Shri Tarun Jiwarajka, Whole Time Director of the Company, is a commerce graduate and possesses rich experience in Marketing, Finance, Production and Administration and has extensively traveled all over the globe. He was appointed by the Shareholders since 10 November, 2011 and reappointed by the Board on 10 November, 2014 for another five years period making him liable for rotation subject to regularization by shareholders.

Details of Non-executive Directors:

Shri Gautam Khaitan, Independent Non Executive Director of the Company is a Graduate from Delhi University and having Law Degree from Law Campus, University of Delhi. He is also holding directorships in various companies of leading corporate houses other than holding memberships of International Bar Association, FICCI, Delhi High Court Bar Association etc. He has been appointed as an Independent Director with effect from 29 September, 2014 to 28 September, 2019 for a period of five years.

Shri Patanjali Govind Keswani, Independent Non Executive Director of the Company, a Bachelor in Electrical Engineering from IIT Delhi and holder of a PG Diploma in Business Management from IIM Kolkatta. He has vast experience in working with big business houses like TATA

Group and Taj Hotel Group. As a bright entrepreneur and promoter of Lemon Tree Hotels, he has the capability to steer the Company towards growth. He has been appointed as an Independent Director with effect from 29 September, 2014 to 28 September, 2019 for a period of five years.

Shri Sanjeev Kaul Duggal, Independent Non Executive Director of the Company, is the founder & CEO of Centum Learning Limited, an Indian Multinational Training & Skills Company with operations in over 19 countries. He is the winner of Udyog Rattan Award by the Institute of Economic Studies. He was appointed as an Independent Director with effect from 29 September, 2014 to 28 September, 2019 for a period of five years.

Shri P. N. Mehta, Non Executive Director of the Company, is a chartered accountant by profession and past chairman of (ICAI-NIRC). He is working as senior partner in AIYAR & Company specialized in taxation and company law.

Smt. Sushmita Shekhar, is appointed by the Board with effect from 30 March, 2015 as an Additional Director in the category of Independent Non Executive subject to regularisation by Shareholders. She is a post graduate in English from Patna University, has over 27 years of experience in the industry, international organizations and development sector. She is contributing to many social causes and is associated to Sapna & Sarvottam, two such social service organizations. She has served as the Secretary General of PHD Chamber of Commerce and Industry, a multi-state apex organization that is a catalyst in the promotion of industry, trade and entrepreneurship, She was a Member of the UN Task Force -Millennium Development Committee for water and sanitation as one of the global experts representing the needs of people from their respective regions. Presently, she is an Independent Director and member of CSR & Committees of the Board of Director of Ginni International Ltd.(GIL). She is also a consultant in Blackberrys, Gurgaon, one of India's leading premium fashion brands.

All Directors have certified that the disqualification mentioned under section 164, 167 and 169 of the Companies Act, 2013 do not apply to them. Independent Directors have confirmed that they have complied with the Code for Independent Directors mentioned in the Schedule IV of the Companies Act, 2013 and that they are not disqualified to act as an Independent Director in compliance with the provisions of section 149 of the Companies Act, 2013.

Disclosures/ Policies:

The Company complies with the requirements of regulatory authorities on capital markets and other compliances under the Regulations and Laws applicable on the Company in a timely manner. The Company has a track record of better compliance with all the mandatory requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges and other clauses of the same.

Apart from those the Company has formulated many Policies and Code of Conducts to provide better means to Corporate Governance, these can be seen on the Company's website: www.salora.com . Some of these policies are-

1) Code of Conduct for the Board of Directors, KMPs and Employees of the Company as per Clause 49 of the Listing Agreement.

2) Code of Conduct and Procedures for fair disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

3) Nomination & Remuneration Policy.

4) Risk Management Policy.

5) Related Party Transaction Policy.

6) Whistle Blower Policy.

7) Policy for Determining Material Subsidiary.

8) Policy for Board Diversity.

9) Terms and Conditions of appointment of Non-executive Independent Directors.

All Independent Directors possess the requisite qualifications and are very experienced in their own fields. Shri Tarun Jiwarajka, Whole Time Director and Shri P. N. Mehta, Director of the Company is liable to retire by rotation. None of the directors are members of more than ten committees or chairman of more than five committees in public limited companies in which they are directors. Necessary disclosures have been obtained from all the directors regarding their directorship and have been taken on record by the Board.

BOARD MEETINGS AND ATTENDANCE AT BOARD MEETINGS

The Board met five (5) times during the financial year 2014-2015. The Board of Directors of the Company had met not exceeding with a maximum time gap of one hundred and twenty days.

The company places before the Board all those details as required under Annexure X to the Listing Agreement. The dates for the Board Meetings are fixed after taking into account the convenience of all the directors and sufficient notice is given to them. Detailed agenda notes are sent to the directors with all information required for decision making. Information those are price sensitive and those cannot be included in the agenda are tabled at the meeting for discussion and to take on record or approval. The Chairman and Managing Director appraise the Board on the overall performance of the Company at every Board Meeting. Legal issues, write-offs, provisions, purchase and disposal of capital assets are all brought to the notice of the Board. The Board reviews performance, approves capital expenditures, sets the strategy the company should follow and ensures financial stability. The Board takes on record the actions taken by the company on all its decisions periodically.

The Board also takes on record the declaration made by the Company Secretary, Chairman and Managing Director, Whole Time Director and Chief Financial Officer regarding compliances of laws on a quarterly basis.

DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTORS INTER-SE:

Shri Gopal Sitaram Jiwarajka and Shri Tarun Jiwarajka are related to each other.

AUDIT COMMITTEE

i. The Audit Committee assists the Board in the dissemination of financial information and in overseeing the financial and accounting processes in the company. The terms of reference of the audit committee covers all matters specified in Clause 49 of the Listing Agreement and also those specified in Section 177 of the Companies Act 2013. The terms of reference broadly include review of internal audit reports and action taken reports, assessment of the efficacy of the internal control systems / financial reporting systems and reviewing the adequacy of the financial policies and practices followed by the company. The Audit Committee reviews the compliance with legal and statutory requirements, the quarterly and annual financial statements and related party transactions and reports its findings to the Board. The Committee also recommends the appointment of Internal Auditor, Statutory Auditor and Cost Auditor. The Audit Committee takes note of any default in the payments to creditors and shareholders. The Committee also looks into those matters specifically referred to it by the Board. The Internal and Statutory Auditors were present at all audit committee meetings where financial statements are being discussed.

ii. The Audit Committee comprises of the following directors at the year ended 31st March 2015:

1. Shri Gautam Khaitan - Chairman

2. Shri P. N. Mehta - Member

3. Shri Patanjali Govind Keswani - Member

4. Shri Sanjeev Kaul Duggal - Member

As on 31st March 2015 the Committee comprises of three Independent & Non Executive Directors and one Non Executive Director. All directors are financially literate and have relevant finance / audit exposure. The Chief Financial Officer is permanent invitee to the meetings of the committee. The executive directors are being invited to attend the audit committee meetings as and when required. The Company Secretary acts as the secretary to the committee. The composition of the audit committee is as per Clause 49 of the Listing Agreement. Chairman of the Audit Committee was not present at the previous Annual General Meeting of the Company held on 29th September 2014. The audit committee met five (5) times during the year on 24.05.2014, 07.08.2014, 10.11.2014, 06.02.2015 & 30.03.2015

NOMINATION AND REMUNERATION COMMITTEE

(i) Brief description of terms of reference is for:

- appointment of the directors and key managerial personnel of the Company; and

- fixation of the remuneration of the Chairman & Managing Director, Whole Time Director and key managerial personnel of the Company.

(ii) Composition of Committee

1. Shri Patanjali Govind Keswani, Chairman

2. Shri P. N. Mehta, Member

3. Shri Sanjeev Kaul Duggal, Member

(iii) Attendance during the Year

1. Shri Patanjali Govind No Yes No Keswani, Chairman

2. Shri P. N. Mehta, No No Yes  Member

3. Shri Sanjeev Kaul Yes Yes Yes Duggal, Member

4. Shri Gautam Khaitan, Yes No No Member

*The company has reconstituted the Remuneration Committee as Nomination and Remuneration Committee during the year with effect from 07 August 2015

(iv) Nomination & Remuneration Committee recommendation

- The remuneration to be paid to Chairman & Managing Director;

- The appointment of the Whole Time Director;

- The payment of remuneration to Whole Time Director; and

- Appointment of employees from the level of key managerial personnel i.e. Chief Financial Officer and Company Secretary.

The remuneration is to be fixed keeping in mind the persons' track record, his potential individual performance, the market trends and scales prevailing in the similar industry.

The Policy inter alia provides for the following:

> attract, recruit, and retain good and exceptional talent;

> list down the criteria for determining the qualifications, positive attributes, and independence of the directors of the Company;

> ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements and promotes excellence in their performance;

> motivate such personnel to align their individual interests with the interests of the Company, and further the interests of its stakeholders;

> ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board; and

> fulfil the Company's objectives and goals, including in relation to good corporate governance, transparency, and sustained long-term value creation for its stakeholders.

The Company Secretary is the secretary to the committee.

During the financial year 2014-2015 the committee met three (3) times on 24.5.2014, 10.11.2014 and 30.03.2015.

Nomination & Remuneration Policy & Criteria for Performance evaluation:

The Board had framed Nomination and Remuneration Policy, which is generally in line with the existing industry practice and applicable laws. The Remuneration policy of the company has been displayed on the website of the Company i.e. www.salora.com <http://www.salora.com> and also a brief of the policy is narrated below.

Nomination and Remuneration Policy:

Roles and Responsibilities of the Committee

The roles and responsibilities of the Committee shall be within the terms of references given to the Committee by the Board. The terms of reference of the Nomination and Remuneration Committee are as under:

a) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal.

b) To carry out evaluation of every director's as well as Key Managerial and Senior Management Personnel's performance at regular interval (yearly).

c) To formulate the criteria for determining qualifications, positive attributes and independence of a director, and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and to recommend modification thereof as and when required.

d) To formulate the criteria for evaluation of Independent Directors and the Board.

e) To devise a policy on Board diversity.

f) To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.

g) To administer, monitor and formulate detailed terms and conditions of the Employees' Stock Option Scheme including:

• the quantum of options to be granted under such schemes per employee and in aggregate;

• the conditions under which option vested in employees may lapse in case of termination of employment for misconduct;

• the exercise period within which the employee should exercise the option, and that the option would lapse on failure to exercise the option within the exercise period;

• the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;

• the right of an employee to exercise all options vested in him at one time or at various points of time within the exercise period;

• the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions, such as rights issues, bonus issues, merger, sale of division and others;

• the granting, vesting and exercising of options in case of employees who are on long leave; and

• the procedure for cashless exercise of options.

h) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

i) To perform such other functions as may be necessary or appropriate for the performance of its duties.

MEMBERSHIP AND QUORUM

a) The Committee shall comprise three or more Directors, all of whom shall be non-executive Directors and not less than half of them shall be Independent.

b) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirement.

c) Minimum two members shall constitute a quorum for the Committee meeting.

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not Chair the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee shall present at the Annual General Meeting or may nominate some other member to answer the shareholders' queries.

FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

APPOINTMENT CRITERIA AND QUALIFICATIONS:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/ Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

TERM/TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

Further, No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

REMOVAL

Committee may recommend removal of any Director, KMP or Senior Management Personnel to the Board for any disqualification mentioned in the Companies Act, 2013 or under any other applicable Act, rules and regulations there under, with reasons recorded in writing, subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company, subject to the approval of Shareholders or Central Government, if required.

REMUNERATION TO MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT:

a) General Provisions:

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

Increments/variation to the existing remuneration / compensation structure may be recommended by the Committee to the Board and shall be subject to approval of the Shareholders in the case of Managerial Person. Such Increments/variation will be effective from the date of reappointment in respect of Managerial Person or any other date as approved by the Board/ Shareholder.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

b) Fixed pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be  approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

c) Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

d) Provisions for excess remuneration: If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

REMUNERATION TO NON-EXECUTIVE / INDEPENDENT DIRECTOR:

a) Remuneration / Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

b) Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c) Limit of Remuneration /Commission: Remuneration / Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

d) Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

Further, the company has devised a policy for performance evaluation of Board, Its Committees and individual members inter-se. The Company in consonance with the evaluation criteria as laid down by Nomination and Remuneration Committee of the Company developed an evaluation questionnaire and sent to the individual directors, in order to enable them to evaluate the performance of the Board and its Committees and individual directors through their grading/ ranking.

CRITERIA FOR EVALUATION AND APPOINTMENT:

a) The Committee shall identify and ascertain the relevant skills, integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/ Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

DETAILS OF FAMILIARISATION INDEPENDENT DIRECTORS

PROGRAMME FOR

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: <http://salora.com/pdf/> Familiarisation Programme for Independent Director.pdf

DETAILS OF REMUNERATION PAID TO ALL DIRECTORS

Shri Gopal Sitaram Jiwarajka, Chairman & Managing Director and Shri Tarun Jiwarajka, Whole Time Director are executive directors. The remuneration payable to them is determined by the Board on the recommendation of the remuneration committee. This is subject to the approval of the shareholders at the Annual General Meeting and that of the Central Government and such other authorities as may be necessary. The non executive directors do not draw any remuneration from the company except sitting fees for attending the meetings of the board and the committees.

a) The appointment is subject to termination by giving one month notice in writing by either side, Shri Gopal Sitaram Jiwarajka has been reappointed as the Chairman and Managing Director with effect from 1st July, 2013 for a period of three years and during the period under review his remuneration was revised as per Schedule V Part II of the Act. Shri Tarun Jiwarajka has been reappointed as Whole Time Director for a period of five years with effect from 10th November, 2014 subject to the approval by members at the ensuing General Meeting.

b) The Company does not have at present any scheme for grant of stock options to its Directors, KMPs and other employees.

c) Shri Gopal Sitaram Jiwarajka, Chairman & Managing Director and Shri Tarun Jiwarajka, Whole Time Director are related to each other in terms of section 2(77) of the Act.

CRITERIA FOR MAKING PAYMENTS TO NON- EXECUTIVE DIRECTORS:

The Company has created laid down the criteria for making payments to the Non- Executive Directors. The details of such criteria are available in the Remuneration Policy disseminated on the website of the Company (www.salora.com/Investors/Remuneration Policy)

REMUNERATION TO NON-EXECUTIVE / INDEPENDENT DIRECTOR:

a) Remuneration /Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

b) Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c) Limit of Remuneration /Commission: Remuneration / Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

d) Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The terms of reference of the Stakeholders' Relationship Committee (Formerly Known as Share transfer and Investors' Grievances Committee) as stated in the Section 178 of the Companies Act, 2013 and rules made thereof and Clause 49 of the Listing Agreement, and includes:

a) To look into redressal of shareholders'/ investors' complaints related to transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividend, etc.

b) To oversee the performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

c) To monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.  shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

b) Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c) Limit of Remuneration /Commission: Remuneration / Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

d) Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The terms of reference of the Stakeholders' Relationship Committee (Formerly Known as Share transfer and Investors' Grievances Committee) as stated in the Section 178 of the Companies Act, 2013 and rules made thereof and Clause 49 of the Listing Agreement, and includes:

a) To look into redressal of shareholders'/ investors' complaints related to transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividend, etc.

b) To oversee the performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

c) To monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.

Name Designation Category

Shri P. N. Mehta Chairman Non-executive Director

Shri Tarun Jiwarajka Member Whole Time Director

Shri Amit Kumar Goel Member Chief Financial Officer

The Committee may invite any official of the Company at the meeting of the Committee and Company Secretary will act as a Secretary of the Company.

SHARE TRANSFER COMMITTEE

The terms of reference of the Share transfer Committee includes, to approve, transfer and transmission of shares and issue of new/duplicate share certificates, whenever requested for by the shareholders of the Company. The Committee authorised Chairman & Managing Director and Whole Time Director of the Company to sign the Memorandum of Share Transfer/Transmissions submitted by Registrar of Transfer Agent and counter signed by Company Secretary of the company and same to be rectified by the Committee in subsequent meeting.

Presently, the share transfers which are received in physical form are processed and the share certificates returned within 7 days from the date of receipt, subject to the documents being valid and complete in all respects.

The Board has delegated the authority for approving transfer, transmission etc of the company's securities to the Share Transfer Committee. A summary of share transfer / transmission of the securities of the company so approved by the committee is being placed at every Board Meeting

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The company has an established mechanism for Directors / Employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The company affirms that no personnel has been denied access to the audit committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee at gkhaitan@opkhaitan. com. The key directions/actions will be informed to the Managing Director of the Company. The policy on Vigil Mechanism & Whistle Blower Policy may be accessed on the Company's website at the link: <http://salora.com/pdf/whistleblower> policy salora.pdf

DISCLOSURES:

i. Disclosures on materially significant related party transaction that may have potential conflict with the interest of company at large - NIL

ii. Detail of non-compliance by the company, penalties, strictures imposed on company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years.

iii. Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee

iv. Details of compliance with mandatory requirements and adoption of the non mandatory requirements of this clause.

The particulars of transactions between the Company and its related parties as per the Accounting Standard 18 are mentioned in Note "40" of the Balance Sheet. However, these transactions are not likely to have any conflict with the Company's interest. The Company has complied with all applicable laws and regulations and no strictures/ penalties have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority.

The Board has constituted Remuneration Committee. The Company has not put in place other non-mandatory requirements at present.

A qualified Practicing Company Secretary carried out Reconciliation of Share Capital Audit to reconcile the total admitted equity capital with National Security Depository Ltd. (NSDL) and the Central Depository Services (India) Ltd. (CDSL) and the total issued and listed equity capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialize shares held with NSDL and CDSL.

MEANS OF COMMUNICATION

1) The unaudited quarterly results of the company are published in leading newspapers such as the Pioneer (English) and The Pioneer (Hindi). These are not sent individually to the shareholders.

2) The company's website address is: www.salora.com The website contains basic information about the company and such other details as required under the listing agreement. The company ensures periodical updation of its website. The company has designated the email-id sect@salora.com in order to enable the shareholders to register their grievances.

3) Pursuant to the Listing Agreement, all data related to quarterly financial results, shareholding pattern, etc., are filed in NEAPS within the time frame prescribed in this regard.

4) No presentations have been made to institutional investors or to analysts.

GENERAL SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING

Date and time : Friday, 18th September, 2015 at 11.00 A.M.  

Venue  : Lok Kala Manch, 20, Lodhi Institutional Area, Lodhi Road, New Delhi -110 003

Book Closure date 11th September, 2015 to 18th September, 2015 (both days inclusive)

Financial Year  : 1st April to 31st March

FINANCIAL CALENDAR 2015-2016 (tentative)

Result for the quarter ended30th June, 2015: On or before 14th August, 2015

Result for the quarter ended30th September, 2015: On or before 14th November, 2015

Result for the quarter ended31st December, 2015: On or before 14th February, 2016

Result for the quarter ended 31st March, 2016 : On or before 30th May, 2016

REGISTRAR AND SHARE TRANSFER AGENTS

M/s. Skyline Financial Services Pvt. Ltd. Registrars and Transfer Agents Unit: Salora International Limited D-153-A, 1st Floor, Okhla Industrial Area, Phase -1, New Delhi-110020 Tel. No. 011-26812682, 83 & 84 Fax No. : 011-30857562 Website: www.skylinerta.com Email: admin@skylinerta.com

INVESTORS CORRESPONDENCE

In case of any delay in attending to transfer of shares, non-receipt of dividend warrant, non receipt of Annual Report or any other related matter the following officials of Salora International Limited may be contacted

Nitin Agrahari, Company Secretary

REGISTERED OFFICE  Salora International LimitedD-13/4, Okhla Industrial Area, Phase-II, New Delhi - 110 020Web site: www.salora.com Tel. No. 011- 49207100 & 101, Fax No. 011-26388581Email - sect@salora.com

LISTING ON STOCK EXCHANGES

Name of the Stock Exchange : Stock Code

National Stock Exchange of India : SALORAINTL Limited (NSE)

Bombay Stock Exchange Limited : 500370

CIN : L74899DL1968PLC004962

LISTING FEES

Annual Listing fees for the year 2015-16 have been paid to the above stock exchanges.

INFORMATION IN RESPECT OF UNCLAIMED DIVIDENDS DUE FOR REMITTANCE INTO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) IS GIVEN BELOW:

Under the provisions of the Companies Act, 2013 dividends that remain unclaimed for a period of seven years from the date ofdeclaration are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. The unclaimed dividend as on 31st March, 2015 is as follows:Financial Date of declaration Last date for Date of Year of dividend / Interim claiming unpaid transfer to dividend dividend IEPF 2007-08 04.07.2008 03.07.2015 02.08.2015 2008-09 21.07.2009 20.07.2016 19.08.2016

Shareholders are advised by the company well in advance before transferring the unclaimed dividends to IEPF. Members are requested to note that as per the Companies Act, unclaimed dividend once transferred to IEPF will not be refunded.

Shareholders holding shares in electronic form are requested to deal only with their Depository Participant in respect of change of address, nomination facility and furnishing bank account number, etc.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met during the year on 30.03.2015 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.

SUBSIDIARY COMPANY(IES)

The financials of the subsidiary company viz., M/s Salora Components Ltd., have been duly reviewed by the audit committee and the Board of the holding company. The board minutes of the unlisted subsidiary companies have been placed before the Board of the holding company. The holding company's Board is also periodically informed about all significant transactions and arrangements entered into by the subsidiary company. The Company has also formulated a policy for determining the Material Subsidiary and the details of such policies are disseminated in the website of the Company <http://> salora.com/pdf/Policy determining material subsidiary.pdf

RELATED PARTY TRANSACTION

There have been no materially significant related party transactions with the company's promoters, directors, the management, their subsidiaries or relatives which may have potential conflict with the interests of the company at large. The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the Policy. Related Party Transaction policy of the Company can be seen on company's website at following link: <http://salora.com/> pdf/Related%20Party%20Transactions Salora.pdf

The Company has also formulated a policy for determining the Material RPT and the details of such policies for dealing with RPT and the Related Party Transactions are disseminated in the website of the Company <http://salora.com/pdf/Related%20Party%20> Transactions Salora.pdf

COMPLIANCES

There have been no instances of non-compliance by the company on any matters related to the capital markets, nor have any penalty/ strictures been imposed on the company by the Stock Exchanges or SEBI or any other statutory authority on such matters.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The standards for business conduct provide that the directors and the senior management will uphold ethical values and legal standards as the company pursues its objectives, and that honesty and personal integrity will not be compromised under any circumstances. A copy of the said code of conduct is available on the website www.salora <http://www.salora>. com. As provided under Clause 49 of the Listing Agreement with the stock exchanges, the Board members and senior management personnel have affirmed compliance with the code of conduct for the financial year 2015-2016.

REQUEST TO INVESTORS

Shareholders are requested to follow the general safeguards/ procedures as detailed hereunder in order to avoid risks while dealing in the securities of the company.

Shareholders are requested to convert their physical holding to demat/electronic form through any of the DPs to avoid any possibility of loss, mutilation etc., of physical share certificates and also to ensure safe and speedy transaction in securities.

Shareholders holding shares in physical form, should communicate the change of address, if any, directly to the Registrars and Share Transfer Agent of the company.

It has become mandatory for transferees to furnish a copy of Permanent Account Number for registration of transfer of shares held in physical mode.

Shareholders holding shares in physical form who have not availed nomination facility and would like to do so are requested to avail the same, by submitting the nomination in Form 2B. The form will be made available on request. Those holding shares in electronic form are advised to contact their DPs.

As required by SEBI, it is advised that the shareholders furnish details of their bank account number and name and address of their bank for incorporating the same in the dividend warrants. This would avoid wrong credits being obtained by unauthorized persons.

RECONCILIATION OF SHARE CAPITAL AUDIT

A quarterly audit was conducted by a practising company secretary, reconciling the issued and listed capital of the company with the aggregate of the number of shares held by investors in physical form and in the depositories and the said certificates were submitted to the stock exchanges within the prescribed time limit. As on 31st March 2015 there was no difference between the issued and listed capital and the aggregate of shares held by investors in both physical form and in electronic form with the depositories. 8640313 equity shares representing 98.10% of the paid up equity capital have been dematerialized as on 31st March 2015.

INFORMATION TO SHAREHOLDERS

A brief resume of the director reappointed together with the nature of his experience and details of the other directorships held by him is annexed to the Notice convening the Annual General Meeting.

NOMINATION FACILITY

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination forms can be obtained from the Company's Registrar and Share Transfer Agent.

ELECTRONIC CLEARING SERVICE

SEBI had vide its Circular No. DCC/FITTCIR-3/2001 dated 15th October, 2001 advised that all Companies should mandatory use ECS facility wherever available. In the absence of ECS facility, Company may use warrants for distributing the dividends and vide its Circular No. D&CC/FUTTCUR-4/2001 dated 13th November, 2001, SEBI had advised Companies to mandatory print the Bank Account Details furnished by the Depositories on the Dividend warrants. This ensures that the dividend warrants, even if lost or stolen, cannot be used for any purpose other than for depositing the money in the  accounts specified on the dividend warrant and ensures safety for the investors. However, members who wish to receive dividend in an account other than the one specified while opening the depository account, may notify their DPs about any change in their bank account details.

PLANT LOCATIONS

1. Infocom Division

D-13/4, Okhla Industrial Area, Phase - II, New Delhi - 110 020.

2. Consumer Electronics Division Plot No. B-31 - 34 & 50 - 53, Sector - 80, NOIDA (U.P.)

3. Wind Energy Division Village Petle, Israde and Penhalipada Taluka Sakri, Distt. Dhule, Maharashtra.

For and on behalf of Board of Directors Salora International Ltd

(Gopal Sitaram Jiwarajka)

Chairman & Managing Director

Place : New Delhi

Date : 2nd July, 2015