HSIL
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Directors Reports

Dear Shareholders,
Your Directors are pleased to present the 54th Annual Report and Audited Financial Statements of your Company for the year ended 31 March 2014.
Financial results at a glance

Seq Financial Results: (Rs. in Crores) (Rs. in Crores)
1 Parameters 2013-14 2012-13*
2 Gross revenue 1,889.09 1,709.96
3 Less Excise duty 138.88 131.61
4 Net revenue 1,750.21 1,578.35
5 EBITDA 271.11 264.11
6 Profit before taxation and extraordinary items  97.52 115.09
7 Add Extraordinary item - 23.66
8 Profit before taxation 97.52 138.75
9 Less Provision for taxation 41.32 39.63
10 Profit after taxation 56.20 99.12
11 Add balance brought forward 331.20 275.26
12 Amount available for appropriation 387.40 374.38
13 Appropriations    
14 Operating Loss due to merger of GPPL 0.72 -
15 Transferred to General Reserve 20.00 20.00
16 Proposed dividend on equity shares 19.81 19.81
17 Tax on Proposed Dividend 3.37 3.37
18 Balance carried forward 343.50 331.20

* Previous year figure are not comparable due to merger of Garde n Polymers Private Limited (Wholly owned subsidiary) with HSIL Limited

Green Products

We are the first Company in India to introduce water efficient products in the market. We launched an exclusive eco- ware range of Star Rated water efficient closets that have been certified by the International Association of Plumbing and Mechanical Officials (IAPMO), USA.

Operational Review

Your Company recorded an improved performance backed by the merger of Garden Polymers. The consolidated revenues went up by 10.48% to Rs. 1,889 crores in 2013-14 compared to Rs. 1,709 crores in 2012-13. The EBITDA went up by 2.65% to Rs. 271.11 crores in 2013-14 from Rs. 264.11 crores in 2012-13. Your Company’s Cash Profit stood at Rs.160.72 crores in 2013-14 as against Rs.220.46 crores in 2012-13. However, Net Profit declined by 43.30% at Rs.56.20 crores in 2013-14 from Rs.99.12 crores in 2012-13. But not considering exceptional item of last year’s positive, fall in net profit is 25.52%.

The Building Products Division recorded an impressive 17.88% increase in the gross revenues to Rs. 929.28 crores in 2013-14 from Rs. 788.44 crores in the previous year. Gross revenues for your Company’s Packaging Products Division* stood at Rs. 957.88 crores in 2013-14 which represented an increase of 4.28% from Rs. 918.54 crores in 2012-13.

*The Container Glass Division has been re-named as the ‘Packaging Products Division’ following the merger of Garden Polymer Pvt. Ltd. As such, the figures for the Packaging Products Division will not be comparable to the previous year’s figures for the Container Glass Division.

Business Division Review

Performance of the Building Products Division

Several factors, such as enhanced and enriched product mix, increase in prices and volume growth, resulted in an impressive 18.01% growth in net sales for the Building Products Division in 2013-14. The robust sales growth can be vastly attributed to numerous new product launches under hindware Italian Collection range and first full year of operations of Queo brand of products which have been very well received in the market.

Some of the major achievements of our Building Products Division include:

  • We are the first Company in India to introduce water efficient products in the market. We launched an exclusive eco-ware range of star-rated water efficient closets that have been certified by the International Association of Plumbing and Mechanical Officials (IAPMO), USA.
  • Our observation and analysis of market dynamics coupled with consumer’s need for choice and design, we launched 100+ new designs across our range of Bathroom Suites constituting European Water Closets (EWC), Wash Basins and Faucets characterised by clean lines, smooth surfaces with intricate details under our hindware Italian Collection. Luxury brand QUEO also introduced high end bathroom products designed by reputed international designers highlighted by their signature styles.
  • 2013-14 marked the launch of our QUEO Emporio showrooms, in Gurgaon and Delhi. These experiential showrooms not only display the complete range of QUEO products for our discerning customers they allow the patrons to familiarise with the brand and build a relationship before buying.
  • In early 2013, we launched the ‘hindware’ experiential store, ‘hindware Arcade’ in Chennai. The newly inaugurated hindware Arcade exhibits the entire product basket marketed under hindware, Amore and Vents brand under one roof.
  • We introduced a new category for wellness range of bathroom products under brand ‘Amore’. The progressing view of bathrooms as spa initiated this move, which broadened our product portfolio.
  • We expanded our tile range with the launch of HD Digital (high definition image digital printing technology). HD Digital technology allows printing variety of vibrant colours with sharpness and accurate details in designs on the entire surface till edges including structure surfaces and bevelled edges.

Packaging Products Division

The Company’s newly re-named Packaging Products Division witnessed a 4.64% rise in net sales this year. Several factors such as the GPPL merger, adoption of customised technologies to produce specially coloured bottles, chemical and lightweight bottles contributed to this.

Performance of the Packaging Products Division

The Company’s newly named Packaging Products Division (earlier known as Container Glass Division) witnessed a 4.64% rise in net sales this year. Several factors such as the GPPL merger, adoption of customised technologies to produce specially coloured bottles, chemical and lightweight bottles contributed to this.

Some of the major milestones achieved by our Packaging Products Division include:

  • We have pioneered the manufacturing of specially coloured bottles – a new product category in the domestic market segment. This was made possible by the adoption of specialised German technology and advanced machinery for this purpose. We currently produce dead leaf, dark green and dark blue coloured bottles under this category. These bottles are import substitutes and have
  • We have significantly increased our capacity for the manufacture of chemical bottles.
  • We have successfully commenced the production of lightweight wine bottles, which too fall under import substitutes

Dividend

Your Directors recommend a dividend of Rs. 3.00 per share (previous year Rs.3.00 per share) on equity shares of Rs. 2.00 each, for the year ended 31 March 2014, for consideration of the Members at their ensuing Annual General Meeting. Total outgo on this account will be Rs. 23.18 crores, including dividend distribution tax Rs. 3.37 crores.

Appropriations

A sum of Rs. 20 crores has been transferred to the General Reserve account of the Company and the balance of Rs. 343.50 crores has been carried to surplus in statement of profit and loss.

Management Focus

A Company with a rich legacy of more than five decades backed by operational excellence, HSIL is a largest player in the domestic sanitaryware segment and ranks second in the Container Glass industry in India. Backed by a well-entrenched large distribution network in the industry, we are engaged in a process of uninterrupted practice for innovation and product upgradation. This enables us to significantly improve our product portfolio, even as we widen our presence along the entire value chain and across all possible price points. This working methodology helps us to meet the shifting requirements of our aspirational customer base under both the Building Products and Packaging Products Divisions. Our enhanced production efficiencies and a cost-effective service delivery model further develops our long-term growth prospects to provide value to all concerned stakeholders.

Pioneers

We have pioneered the manufacturing of specially coloured bottles – a new product category in the domestic market segment

Scheme of Amalgamation

Garden Polymers Private Limited, (GPPL), a wholly owned subsidiary of the Company stood merged with the Company with effect from 1 April 2012, the appointed date fixed for the purpose in terms of the Scheme of Amalgamation approved by the Hon’ble High Court, Calcutta, vide Order dated 9 January 2014, certified copy of which was made over to the Company on 13 March 2014 and subsequently filed with Registrar of Companies, West Bengal. Consequent upon this all the assets and liabilities of GPPL became the assets and liabilities of the Company and accordingly given effect of the same in the financials of the Company.

Directors

The present term of Mr. Rajendra Kumar Somany, the Chairman and Managing Director, will expire by efflux of time on 8 January, 2015. The Board is seeking re-appointment of Mr. Rajendra Kumar Somany as the Chairman and Managing Director, whose office will be liable to retire by rotation, for a further period of 3 years commencing from 9 January 2015 upto 8 January 2018. Profile of Mr. Rajendra Kumar Somany is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the 54th Annual General Meeting of the Company.

In pursuance of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Ashok Jaipuria, Mr. Vijay Kumar Bhandari, Mr. N.G Khaitan and Mr. Salil Bhandari as Independent Directors not liable to retire by rotation for a term upto five consecutive years commencing from 27 September 2014. Profile of all such Directors are mentioned in the Statement under Section 102 of the Companies Act, 2013 attached to the Notice of the 54th Annual General Meeting of the Company. The Company has received declarations from all the above Independent Directors confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has received requisite notice in writing from Members proposing their appointments as Independent Directors not liable to retire by rotation, at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Sumita Somany was appointed as an Additional Director w.e.f 29 May 2014 and she shall hold office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Sumita Somany for appointment as Director liable to retire by rotation at the ensuing Annual General Meeting of the Company.

In accordance with the provisions under Section 152 of the Companies Act, 2013, read with the Company’s Articles of Association, Mr. G. L Sultania, Director of the Company retires by rotation at the ensuing Annual General meeting and being eligible, offers himself for re-appointment.

Corporate Governance

A detailed report on the Corporate Governance Code and practices of the Company along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement are given in a separate section and forms part of this Annual Report.

Further, the Management Discussion and Analysis Report is appended to and forms part of the Annual Report.

Wholly-Owned Subsidiaries

As per the requirement under Section 212 (3) of the Companies Act, 1956, a statement of particulars of the Company’s Subsidiaries for the year ended 31 March 2014, is annexed hereto and forms part of this Report.

Particulars under Section 212(8) of the Companies Act,1956

In terms of general exemption granted by the Ministry of Corporate Affairs, copies of Balance Sheet, Statement of Profit and Loss, Reports of the Board of Directors and Auditors of the Subsidiary Companies (including step down Subsidiary Companies) have not been attached to the Company’s Balance Sheet, as required under Section 212 (8) of the Companies Act, 1956. These documents will be made available upon receipt of request from the Company’s shareholders and shall be kept open for inspection by any shareholder at the Registered Office of the Company and that of the respective Subsidiary Companies.

However, as directed by the said Ministry, the financial data of the Company’s Subsidiaries have been furnished under Financial Information of Subsidiary Companies forming a part of the Annual Report. Further, pursuant to Accounting Standard-21, specified in the Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements presented by the Company include the financial information of its Subsidiaries.

Employees

At HSIL, our highly skilled workforce is our most valuable asset. The Company’s people development endeavours are designed to ensure optimal utilisation of employee potential which would, in turn, provide us with a competitive advantage over our competitors. We continue to empower our employees in every possible manner as per individual requirements which will help them realise their true potential and consequently help HSIL to grow as well. We make every attempt to connect with our employees much beyond the professional realm of their activities, and thereby strive to become a preferred employer by choice.

Statutory Disclosures

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars of Employees) Rules, 1975, the statement giving names and other particulars of the employees annexed hereto forms part of this Report.

People Power

At HSIL, our highly skilled workforce is our most valuable asset. The Company’s people development endeavours are designed to ensure optimal utilisation of employee potential .

Fixed Deposit

Your Company did not invite or accept any fixed deposit pursuant to provisions of Section 58A of the Companies Act, 1956, during the year.

Directors’ Responsibility Statement pursuant to section 217 (2AA) of the Companies Act, 1956

Your Directors hereby confirm that to prepare the annual accounts, applicable accounting standards were followed, along with proper explanation relating to material departures, if any.

Your Directors selected such accounting policies, applied them consistently, and judged and estimated reasonably and prudently to give a true and fair view of your Company’s state of affairs and its profit at the end of the financial year.

Your Directors took proper and sufficient care to maintain adequate accounting records, in accordance with the provisions of this Act, for safeguarding your Company’s assets, and for preventing and detecting fraud and other irregularities.

Your Directors prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo

Information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, is annexed to this Report.

Statutory Auditors

The Company’s Statutory Auditors, M/s Walker Chandiok & Co LLP, Chartered Accountants, retire at the ensuing Annual General Meeting. They have confirmed their eligibility for re-appointment in terms of Section 139 of the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend appointment of M/s Walker Chandiok & Co LLP as the Company’s Statutory Auditors from the conclusion of the ensuing Annual General Meeting to the end of the next one.

The notes to the accounts referred to in the Auditors’ Report are self- explanatory and, therefore, do not require any further comments under Section 217 (3) of the Companies Act, 1956.

Cost Auditors

The Company has appointed M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad, for auditing the cost accounting records of the Company’s Glass Division and Building Products Division (Sanitaryware and Faucets) for the financial year 2013-14.

Internal Audit

The Company maintains a system of internal controls designed to provide a high degree of assurance regarding effectiveness and efficiency of operations, safeguard of assets, reliability of financial controls, and compliance with applicable laws and regulations.

Recognising the important role of Internal audit, the Company has an internal audit function which independently evaluate the appropriateness of, and compliance with policies, plans, regulatory and statutory requirements. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in Company’s operations. It also assesses and suggests improvement in risk management efficacy, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken.

HSIL’s manufacturing facilities endorses the highest health, safety, security and environmental standards.

Appreciation

Your Directors would like to express their sincere appreciation to all the banks, financial institutions, Government authorities, customers, vendors and members who have extended their unstinted support and co-operation during the year under review. The Board would also like to take this opportunity to express their deep sense of gratitude, commitment and dedication shown by the Company’s executives, staff and workers during the course of its operations in this year.

For and on behalf of the Board of Directors

Place: Gurgaon
Date: 29 May 2014

Rajendra K Somany
Chairman and Managing Director

Annexure to Directors’ Report

A. Conservation of Energy

a) Energy conservation measures taken:

  • Creation of an Energy Conservation Cell to closely monitor the fuel/power consumption and developing innovative solutions to reduce usage and wastage.
  • Utilisation of the waste heat from kilns in process drying to reduce Natural Gas/LPG consumption.
  • Initiating a process of natural cross ventilation within casting shops resulting in lower use of circulation fans thus saving electricity.
  • Creation of zones within casting shops that lead to greater energy efficiency.
  • Installation of VFDs for a range of applications.
  • Utilisation of timers to monitor the running time of various equipment’s to achieve lower consumption of electricity.
  • Reduction of grinding cycle time in the ball mills through media optimisation.
  • Replacement of all HPLV lamps with low energy consuming LED flood lights.
  • Replacement of traditional tube lights with energy efficient LED tubes.
  • Utilisation of RO wastewater for wetting the grass used in sanitaryware packaging.
  • Optimisation of the mould life through a combination of different actions.
  • Utilisation of treated ETP water for gardening purposes.
  • Improvement of the power factor.
  • Installation of new, energy efficient EFF2 Series motors as against conventional motors on 300 HP blowers.
  • Reduction of power consumption through the replacement of recirculation fans and motors in annealing lehrs.
  • Reduction of the pump size through modification of the cooling water line.
  • Reduction of LPG and power consumption in lehrs.
  • Minimising the idle running time for batch mixers.
  • Reduction of power consumption in the ID fans.

b) Additional investment and proposals for reduction of consumption of energy:

  • Installation of VFDs in the additional areas.
  • Replacement of HPLV lamps with LED flood lights.
  • Replacement of FLP tube lights with LED lights.
  • Replacement of existing motors with energy efficient alternatives.
  • Installation of voltage variant energy savers for cast shop lighting and fans.
  • Endorsing a compulsory policy of purchasing energy efficient motors in future.
  • Replacement of conventional ball mill lining and grinding media resulting in reduced grinding cycle time.
  • Re-routing the kiln waste heat to process drying.
  • Zones creation in casting shops for energy efficiency.
  • Replacement of conventional lighting fixtures with LEDs.
  • Replacement of heater type LPG vaporisers with heater less alternatives.
  • Replacement of electrical water heating systems with solar heating systems.
  • Extension of lehr length to reduce LPG consumption.

c) Impact of the above measures for reduction of energy consumption and consequent impact on cost of production:

Building Products Division:

  • Bahadurgarh plant: Energy Consumption reduction – NIL
  • Bibinagar plant: Energy Consumption reduction – 8% approximately.
  • Bhiwadi plant: Energy Consumption reduction – NIL

Packaging Products Division:

Glass plants: Savings of Rr. 1.96 crores per year PET plants

Selaqui plant Dharwad plan

Energy Consumption reduction – NIL

d) Total energy consumption and consumption per unit of production as per Form A (applicable to Glass Products under Packaging Division) was as under:

S.No Particulars 2013-14 2012-2013
A Energy Consumption    
1. a) Electricity (Purchased) :    
Units (KWH) 135,841,084 128,905,859
Total Amount (Rs.) 903,818,353 707,018,429
Rate/Unit 6.65 5.48
b) Own Generation :    
Units (KWH) 1,036,009 6,170,645
Units per LT of Fuel Oils 4.02 4.47
Rate/Unit 11.48 9.97
c) Total (a + b):    
Units (KWH) 136,877,093 135,076,504
Total amount (Rs.) 915,715,288 768,569,488
Rate/Unit 6.69 5.69
2. Fuels (HSD, LPG & LS HS)    
Quantity in MT 52,189 57,606
Value (Rs.) 2,134,853,716 2,559,464,182
Rate/MT 40,906 44,430
B Consumption Per Million units of production    
Glass Bottles (Production in Million Pieces) 1,643.86 1,820.74
Electricity (KWH) 83,266 74,188
Fuels (HSD, LPG & LS HS) (MT) 32 32

Form B

B. Technology absorpt ion

Research & Development (R&D)

1. Specific areas in which R&D is carried out by the Company

  • Increased use of pitcher in body formulation.
  • Development of fine fire clay body for the production of intricate, large sized sanitaryware products.
  • Developed body by using washed clays to improve the mould life.
  • Reduction in the cost of glaze with lower usage of high cost materials without compromise on the surface gloss and whiteness.
  • Creation of an Energy Conservation Cell to closely monitor the fuel/power consumption and developing innovative solutions to reduce any related wastage.
  • Installation of automatic packing machines and palletisers to pack bottles automatically and reduce manual intervention.
  • Installation of clean room facilities in the packing areas to maintain a high level of cleanliness while packing food, beverages and pharmaceutical products.

2. Benefits derived from the above R&D initiatives

  • Recycling of pitcher helped improve input- output ratios and reduced waste disposal.
  • Optimisation of use of costly inputs in glaze result in cost saving.
  • Possibility to produce bigger pieces more efficiently and increase in mould life
  • By innovative ideas from energy conservation cell, the overall energy reduction is achieved and also alternative fuels used in furnace to save cost.
  • Automatic packing helped in improved customer satisfaction.
  • Clean room facility has improved the overall hygiene and it is helping to get better customer satisfaction

3. Future Plan of Action

  • To develop high casting rate body
  • Development of low temperature body.
  • Backward integration by installing clay washing plant.
  • Bahadurgarh plant aims to become zero water discharge plant.
  • Conversion of difficult patterns from manual casting to mechanised casting.
  • Continuous efficiency improvement to be worked upon.
  • Resources utilisation optimisation
  • Improving product realisation and enhancing share of high value products.
  • Replacement of conventional street lights with solar lighting.
  • Recycling of POP moulds after useful life is over.
  • Use of higher pitcher to substitute raw material in sanitaryware body preparation.
  • To cast more double cavity moulds.
  • Replacement of existing compressors with energy efficient and VFD controlled compressors.
  • Replacement of cast shop ceiling fans with energy efficient and star rated fans.
  • Replacement of conventional electrically heated vaporisers with heater less vaporisers.
  • Installation of APFC panels to improve power factor.
  • Replacement of all indirect air heating units with direct heating system.
  • Use alternative fuels in furnace and lehrs.
  • Commercialise NNPB process for various segments, like pharmaceuticals, beverages and food bottles.
  • Reduce bottle weight by better design and by giving hot end and cold end coating.
  • Introduce organic colour printing of bottles.
  • Use of special material moulds to improve speed, quality and output.
  • Use of solar heating system for various heating applications.

4. Expenditure on R&D 

Rs. In Crores
2013-14
Rs. In Crores
2012-13
Capital Expenditure - -
Recurring Expenditure 0.69 0.57
Total 0.69 0.57
Total R&D Expenditure as a % of total building products revenue 0.07 0.07

Technology absorption, adaptation and innovation

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

  • Use of natural light in warehouses in lieu of the usage of electrical lighting systems.
  • Replacement of electricity-driven ventilators with natural ventilators.
  • Installation of automatic blower pressure controls for forming machines.
  • Undertaking various skill upgradation programmes for training senior management personnel with regard to new technologies.

2. Benefits derived as a result of the above efforts

We were successfully able to achieve lower energy consumption, along with the adoption of new technologies and usage of alternate fuel. This was followed by a marked improvement in product quality and ensuring hygienic conditions within the production area.

C. Foreign Exchange Earnings and Outgo

Activities and initiatives

We were able to develop a variety of new products and strengthen the export team, especially for African market/continent and other developing countries. This enabled us to better penetrate overseas markets and formulate strategies to leverage global opportunities.

Year Rs. In Crores
2013-14
Rs. In Crores
2012-13
Earning in foreign currency 26.38 33.99
Outgo of foreign currency 218.27 225.99
– Raw material, spare part and others 207.33 195.76
- Capital Equipment 10.94 30.23

For and on behalf of the Board of Directors

Place: Gurgaon
Date: 29 May 2014

Rajendra K Somany

Chairman and Managing Director

Information as per Section 217(2A) read with Companies (Particu lars of Employees) Rules, 1975 and forming part of Directors’ Report for the year ended 31 March 2014

A ) Employed throughout the year and in receipt of remuneration not less than Rs. 60,00,000 for the year.

Name of the
Employees
Designation
and Nature of
Employment
Qualification Experience (Years) Date of Employment Age (Years) Remuneration Received (Rs.) Last Employment held and designation
Mr. Rajendra K
Somany
Chairman
and Managing
Director
(Contractual)
B.com, FI (Ceramics) (U.K), LFAI MA, FC MI (UK), Member – IOM3 (U.K),
Emeritus Member- American Ceramic
Society
59 1 October 1965 77 6,76,47,115 -
Mr. Sandip Somany Joint Managing Director (Contractual) B.Com., Diploma in Ceramics (USA ) 29 1 October 1985 51 6,55,27,258 -
Mr. Ram Babu Kabra President – BPD B.Com., FCA, ACS, 33 7 September 1981 56 15,128,623 Hyderabad Asbestoes Limited- Chief Accountant
Mr. Arun Kumar D President – Glass Division B.E.( Mechanical) 42 2 December 1996 67 20,119,284 Nagarjuna Acqua Ltd. – President
Mr. J K Somani Sr. Vice President- BPD B.Com., ACS 36 16 June 1977 57 8,541,516 -
Mr. Anil Kr Chandani Sr. Vice President (Corporate Finance) B.Com (Hons.), FCA, FCS, AICWA, DBF (ICFAI) 24 21 April 2008 47 7,791,778 HGCL Limited- General Manager (Corporate
Finance)
Mr. Sanjay Gaur Chief Human Resource Officer B.Com, MBA 23 4 December 2006 48 7,362,575 Bharti Airtel Ltd (General Manager-HR)
Mr. Ajay Seth Sr. Vice President (Service) BE, PGDBM 24 10 September 2007 47 6,830,627 Reliance Retail Ltd- Head Operations

B. Employed for the part of the year and in receipt of remuneration not less than Rs. 5,00,000 per month.

Name of the Employees Designation and Nature of Employment Qualification Experience (Years) Date of Employment Age (Years) Remuneration Received (Rs.) Last Employment held and designation
Mr. Sushil Lun President – BPD B.Tech, MBA 27 3 March 2014 52 1,013,441 Pidilite India Ltd, – President Construction Chemicals Division
Mr. Santosh Kr Nema President – BPD PGDBM (IIM – A) 31 21 September 2009 55 8,556,536 Cera Sanitaryware- CEO
Mr. Ravi Gupt CEO – AGI, closures B.E (Mechanical) 40 2 January 2014 64 1,649,250 Gwala Closures India Pvt. Ltd.- Managing Director

Notes:

1. Employees named above are wholetime employees of the Company as per the Company’s terms and conditions.

2. Mr. Rajendra K Somany, Chairman and Managing Director and Mr. Sandip Somany, Joint Managing Director are related to each other. None of the other employees are related to any of the Directors of the Company.

3. Mr. Rajendra K Somany, Chairman and Managing Director and Mr. Sandip Somany, Joint Managing Director are promoters of the company and except them no other employee holds 2% or more of the equity share capital of the Company.

4. Remuneration received includes Gross Salary, Bonus, Commission, performance incentive, ex-gratia, actual expenditure for provision of rent free accommodation or benefits or amenities, house rent allowance, leave encashment, medical expenses, leave travel assistance, other allowances, reimbursement of gas, water and electricity expenses. Company’s contribution to provident fund, employee pension scheme, gratuity fund and provision of car are valued as perquisites in accordance with rules under the Income Tax Act, 1961.

For and on behalf of the Board of Directors

Place: Gurgaon
Date: 29 May 2014

Rajendra K Somany
Chairman and Managing Director