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Aadhaar Ventures India Ltd.

BSE: 531611 Sector: Financials
NSE: N.A. ISIN Code: INE063D01022
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VOLUME 38715
52-Week high 0.13
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Mkt Cap.(Rs cr) 18.85
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Sell Qty 5862445.00

Aadhaar Ventures India Ltd. (AADHAARVENTURES) - Director Report

Company director report

Your Directors are pleased to present their 1 9th Annual Report on theBusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31st March 2015.

Financial Results

The financial performance of your Company for the year ended March 31 2015 issummarized below: (Rupees in Lacs)

Particulars 2014-2015 2013-2014
Sales 2195.94 1636.10
Other Income 29.63 75.85
Total Income 2225.56 1711.95
Total Expenses 2177.71 1678.33
Profit/(Loss) 47.85 33.62
(-) Finance Cost 0.26 0.15
Profit/(Loss)Before Tax 47.59 33.47
Tax - -
(-) Current Tax 15.24 10.00
(+) Deferred Tax 0.00 0.00
Net Profit After Tax 32.35 23.47
(-) Extraordinary Items 0.00 0.00
Net Profit 32.35 23.47

During the year under review the Company achieved a turnover of Rs. 2195.94 Lacs(previous year Rs. 1636.10 Lacs) the Company has made a profit of Rs.32.35 Lacs (previousyear there was profit of Rs. 23.47). The Company was able to generate more profit comparedto last year on account of efficient management better product mix & cost control.The Company is been registered with the Reserve Bank of India as a Non-Banking FinancialCompany (NBFC). The Company has not accepted public deposits during the year under review.

Future outlook

Your Company is currently focusing its resources in the business segments of financeand investments in shares & securities.

Reserves

Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 32.35 lacs has been carried forward toprofit & loss account.

Subsidiaries Joint Ventures and Associates Companies:

The Company does not have any subsidiaries joint venture & associates Company.

Particulars of Contract or Arrangement with Related Party

There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014. The policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the Companywebsite.

Loans Investment and Guarantees by the Company

There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.

Disclosures under Section 134(3) (I) of the Companies Act 2013

No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.

Number of Meeting of Board of Directors

The Board of Directors have met 6 times and Independent Directors once during the yearended 31st March 2015 in accordance with the provisions of the Companies Act 2013 andrules made there under. All the Directors actively participated in the meetings andcontributed valuable inputs on the matters brought before the Board of Directors from timeto time.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013. As per Section 149 of the Companies Act 2013 an independentdirector shall hold office for a term up to five consecutive years on the board of acompany but shall be eligible for re-appointment for another term up to five years onpassing of a special resolution by the company and disclosure of such appointment inBoard's Report. Further Section 152 of the Act provides that the Independent Directorsshall not be liable to retire by rotation in the 19th Annual General Meeting('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1 2014)any person who has already served as independent director for five years or more in acompany as on October 1 2014 shall be eligible for appointment on completion of thepresent term for one more term of up to 5 (five) years only.

Directors

The Company has formulated a policy on director appointment & remunerationincluding criteria for determining qualifications positive attributes independence ofdirector & other matters as provided under section 178(3) of the Companies Act 2013& such policy is annexed with the Director Report. The details of familiarizationprogramme for Independent Directors have been disclosed on website of the Company.Pursuant to the provisions of the Companies act 2013 and Clause 49 of the ListingAgreement evaluation of every Directors performance was done by the Nomination andRemuneration Committee. The performance evaluation of the Non – Independent Directorsand the Board as a whole committees thereof and the chair person of the company wascarried out by the Independent Directors. Evaluation of the Independent Directors wascarried out by the entire Board of Directors excluding the Directors being evaluated. Astructured questionnaire was prepared after circulating the draft norms covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity attendanceand adequacy of time given by the directors to discharge their duties CorporateGovernance practices etc. The Directors expressed their satisfaction with the evaluationprocess. The following policies of the company are attached herewith and marked asAnnexure 1 Annexure 2A and Annexure 2B. Policy on appointment of Directors and SeniorManagement (Annexure 1) Policy on Remuneration to Directors’ (Annexure 2A) Policy onRemuneration of Key Managerial Personnel and Employees (Annexure 2B)

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. D. P. Agarwal & AssociatesChartered Accountants Mumbai hold office up to the conclusion of 19th AnnualGeneral Meeting of the Company. However their appointment as Statutory Auditors of theCompany is subject to ratification by the members at every Annual General Meeting. TheCompany has received a certificate from the said Statutory Auditors that they are eligibleto hold office as the Auditors of the Company and are not disqualified for being soappointed. Necessary resolution for ratification of appointment of the said Auditor isincluded in this Notice.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March 2015 in prescribed form dulyaudited by the Practicing Company Secretary CS Rakesh Kapoor Mumbai. is annexed herewithand forming part of the report.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure - I

Acceptance of Fixed Deposits

The Company is registered with the Reserve Bank of India as non-deposit accepting NBFC(NBFC-ND) under section 45-IA of the RBI Act 1934. As per the Non-Banking FinanceCompanies – RBI Directions 1998 the Directors hereby report that the Company hasnot accepted any Fixed Deposits from general public during the year and will also notaccept public deposits without obtaining prior approval of Reserve Bank of India.

RBI Guidelines

As a Systemically Important Non Deposit taking Non-Banking -Finance Company yourCompany always aims to operate in compliance with applicable RBI laws and regulations andemploys its best efforts towards achieving the same.

Auditors Report

The observations and comments furnished by the Statutory Auditors in their report readtogether with the notes to Accounts are self- explanatory and hence do not call for anyfurther comments under Section 217 of the Companies Act 1956.

Annual Evaluation by the Board of Its Own Performance Its Committees and IndividualDirectors

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.

Details of Committee of Directors

Composition of Audit Committee of Directors Nomination and Remuneration Committee of

Directors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2014-15 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been acceptedby it.

Risk Management

During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.

Directors Responsibility Statement

In accordance with the requirement of Section 217 (2AA) of the Companies Act 1956 theBoard of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures.

ii. That the Directors have 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 at the end of thefinancial year and of the profit and loss of the Company for the year ended 31stMarch 2015.

iii. That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. That the development & implementation of a risk management policy for thecompany including identification therein of element of risk if any which in the opinionof the Board may threaten the existence of the Company.

vi. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report. That thereno contracts or arrangement with related parties referred to in sub-section (1) of section188 of the Companies Act 2013.

Corporate Governance

As per clause 49 of the listing agreement with stock exchanges a separate section onCorporate Governance forms part of the Annual Report. A certificate from the StatutoryAuditors of your Company regarding compliance of conditions of Corporate Governance asstipulated under clause 49 of the Listing Agreement and a declaration by the ExecutiveDirector with regard to Code of Conduct is attached to the Report on Corporate Governance.

Corporate Social Responsibility

The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.

Executive Director’s Certificate

A Certificate from the Executive Director in respect of the Financial Statements formspart of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.

Conservation Of Energy Technology Absorptions and Foreign Exchange Earnings and Outgo

The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is notapplicable to the Company considering the nature of its business activities. Further theCompany has not earned nor spends foreign exchange during the year under review.

Particulars of Employees

None of the employees of the Company is in receipt of remuneration prescribed underSection 197(12) of the Companies Act 2013 read with the Rules 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Significant and Material Orders Passed By the Regulators or Courts

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31st March 2015have been disclosed as per Schedule III to the Companies Act 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. Disclosures asprescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) CompaniesPrudential Norms (Reserve Bank) Directions 2007 and other NBFC Regulations have been madein this Annual Report. A cash flow statement for the year 2014-2015 is attached to theBalance Sheet. Pursuant to the legislation ‘Prevention Prohibition and Redressal ofSexual Harassment of Women at Workplace Act 2013’ introduced by the Government ofIndia the Company has a policy on Prevention of Sexual Harassment at workplace. There wasno case reported during the year under review under the said policy.

Directors

There is no change in the composition of the Board of Directors of the Company duringthe year under review.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.

Acknowledgement

Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future. We verywarmly thank all of our employees for their contribution to your Company’sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.

By Order of the Board
For Aadhaar Ventures India Limited
Sd/- Sd/-
Jils Raichand Madan Somabhai Sunderbhai Meena
Managing Director Director
DIN – 02810555 DIN-05138990
Place: Surat
Date: 31st August 2015

ANNEXURE 1 TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2015:

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT

I. APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) ofthe Company reviews and assesses Board composition and recommends the appointment of newDirectors. In evaluating the suitability of individual Board member the NRC shall takeinto account the following criteria regarding qualifications positive attributes and alsoindependence of director when Independent Director is to be appointed:

1. All Board appointments will be based on merit in the context of the skillsexperience diversity and knowledge for the Board as a whole to be effective;

2. Ability of the candidates to devote sufficient time and attention to his / herprofessional obligation as Director for informed and balanced decision making

3. Adherence to the applicable Code of Conduct and highest level of CorporateGovernance in letter and in sprit by the Directors

Based on the recommendations of the NRC the board will evaluate the candidates anddecide on the selection the appropriate member. The Board through the Chairman or theManaging Director & CEO will interact with the new member to obtain his/her consentfor joining the Board. Upon receipt of the consent the new Director will be co-opted bythe Board in accordance with the applicable provisions of the Companies Act 2013 andRules made there under.

REMOVAL OF DIRECTORS

If a Director is attracted with any disqualification as mentioned in any of theapplicable Act rules and regulations there under or due to non - adherence to theapplicable policies of the Company the NRC may recommend to the Board with reasonsrecorded in writing removal of a Director subject to the compliance of the applicablestatutory provisions

SENIOR MANAGEMENT PERSONNEL

The NRC shall identify persons based on merit experience and knowledge who may beappointed in senior management team.

Senior Management personnel are appointed or promoted and removed/relieved with theauthority of Managing Director & CEO based on the business need and the suitability ofthe candidate. The details of the appointment made and the personnel removed one levelbelow the Key Managerial Personnel during a quarter shall be presented to the Board.

By Order of the Board
For Aadhaar Ventures India Limited
Sd/- Sd/-
Jils Raichand Madan Somabhai Sunderbhai Meena
Managing Director Director
DIN – 02810555 DIN-05138990
Place: Surat
Date: 31st August 2015

ANNEXURE 2A TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2015POLICY FOR REMUNERATION OF THE DIRECTORS

PURPOSE

This Policy sets out the approach to Compensation of Directors in Aadhaar VenturesIndia Limited

Policy Statement

The Company has a well-defined Compensation policy for Directors including theChairman of the Company. The overall compensation philosophy which guides us to focus onenhancing the value to attract to retain and motivate Directors for achieving objectivesof Company and to become a major player in Finance & Capital Markets to be the mosttrusted brand in the business we operate in and focus on customer serenity throughtransparency quality and on time delivery to be a thought leader and establish industrybenchmarks in sustainable development.

In order to effectively implement this the Company has built a Compensation structureby a regular annual benchmarking over the years with relevant players across the industrythe Company operates in.

NON-EXECUTIVE INCLUDING INDEPENDENT DIRECTORS

The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both fixed and variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The NRC shall take intoconsideration various factors such as director’s participation in Board and Committeemeetings during the year other responsibilities undertaken such as membership orChairmanship of committees time spent in carrying out their duties role and functions asenvisaged in Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreementwith Stock Exchanges and such other factors as the NRC may consider deem fit fordetermining the compensation. The Board shall deter mine the compensation to Non-ExecutiveDirectors within the overall limits specified in the Shareholders resolutions.

Managing Director and Chief Executive Officer (MD & CEO) and Executive Director

Remuneration of the MD & CEO and Executive Directors reflects the overallremuneration philosophy and guiding principle of the Company. While considering theappointment and remuneration of Managing Director and Executive Directors the NRC shallconsider the industry benchmarks merit and seniority of the person and shall ensure thatthe remuneration proposed to be paid is commensurate with the remuneration packages paidto similar senior level counterpart(s) in other companies. The policy aims at a balancebetween fixed and variable pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals.

The remuneration to the MD & CEO shall be recommended by NRC to the Board. Theremuneration consists of both fixed compensation and variable compensation and shall bepaid as salary commission performance bonus stock options (where applicable)perquisites and fringe benefits as per the policy of the Company from time to time and asapproved by the Board and within the overall limits specified in the Shareholdersresolution. While the fixed compensation is determined at the time of appointment thevariable compensation will be determined annually by the NRC based on the performance ofMD & CEO.

The term of office and remuneration of MD & CEO is subject to the approval of theBoard of Directors shareholders and Central Government as may be required and withinthe statutory limits laid down in this regard from time to time.

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay subject to the requisite approvals remuneration to its MD &CEO in accordance with the provisions of Schedule V to the Companies Act 2013

If a MD & CEO draws or receives directly or indirectly by way of remuneration anysuch sums in excess of the limits prescribed under the Companies Act 2013 or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recover y of such sum refundable to it unless permitted by theCentral Government of the Company.

Remuneration for MD & CEO is designed subject to the limits laid down under theCompanies Act 2013 to remunerate him / her fairly and responsibly. The remuneration tothe MD & CEO comprises of salary perquisites and benefits as per policy of theCompany and performance based incentive apart from retirement benefits like P.F.Superannuation Gratuity Leave Encashment etc. as per Rules Salary is paid within therange approved by the Shareholders. Increments are effective annually as recommended/approved by the NRC / Board. The MD & CEO is entitled for grant of Stock Options asper the approved Stock Options Schemes of the Company from time to time

Directors

The MD & CEO is an executive of the Company and draws remuneration from theCompany. The Non-Executive Independent Directors receive sitting fees for attending themeeting of the Board and Committee thereof as fixed by the Board of Directors from timeto time subject to statutory provisions. The Non-Executive Independent Directors would beentitled to the remuneration under the Companies Act 2013. In addition to the above theDirectors are entitled for reimbursement of expenses incurred in discharge of theirduties.

The Company may also grant Stock Options to the eligible employees and Directors (otherthan Independent Directors) in accordance with the ESOP Schemes of the Company from timeto time and subject to the compliance statutes and regulations.

Disclosures

Information on the total remuneration of members of the Company’s Board ofDirectors Managing Director and Executive Directors and KMP/senior management personnelmay be disclosed in the Board’s report and the Company’s annual report / websiteas per statutory requirements in this regard.

By Order of the Board
For Aadhaar Ventures India Limited
Sd/- Sd/-
Jils Raichand Madan Somabhai Sunderbhai Meena
Managing Director Director
DIN – 02810555 DIN-05138990
Place: Surat
Date: 31st August 2015

ANNEXURE 2B TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2015:

POLICY ON REMUNERATION OF KEY MANAGERIAL PERSONNEL AND EMPLOYEES

This policy shall be effective from the financial year 2014-15.

Objective

To establish guidelines for remunerating employees fairly and in keeping with Statutes.

Standards

1. All employees irrespective of contract are to be paid remuneration fairly and theremuneration is to be externally competitive and internally equitable. The remunerationwill be paid in accordance with the laid down Statutes.

2. Remuneration for on-roll employees will include a fixed or guaranteed componentpayable monthly; and a variable component which is based on performance and paid annually.

3. The fixed component of remuneration will have a flexible component with a bouquet ofallowances to enable an employee to choose the allowances as well as the quantum based onlaid down limits as per Company policy. The flexible component can be varied only onceannually in the month of October after the salary increment exercise.

4. The variable component of the remuneration will be a function of the employee’sgrade.

5. The actual pay-out of variable component of the remuneration will be function ofindividual performance as well as business performance. Business performance is evaluatedusing a Balance Score Card (BSC) while individual performance is evaluated on Key ResultAreas (KRA). Both the BSC & KRAs are evaluated at the end of the fiscal to arrive atthe BSC rating of the business and PPS rating of the individual.

6. An Annual compensation survey is carried out to ensure that the Company’scompensation is externally competitive. Based on the findings of the survey and thebusiness performance the committee decides: (i) The increment that needs to be paid fordifferent performance ratings as well as grades. (ii) The increment for promotions and thetotal maximum increment. (iii) The maximum increase in compensation cost in % andabsolute. (iv) Compensation corrections are made in a few cases where it is outside theband or to keep it tune with the market.

By Order of the Board
For Aadhaar Ventures India Limited
Sd/- Sd/-
Jils Raichand Madan Somabhai Sunderbhai Meena
Managing Director Director
DIN – 02810555 DIN-05138990
Place: Surat
Date: 31st August 2015

ANNEXURE TO DIRECTORS’ REPORT

(Annexure - I)

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) CIN L67120GJ1995PLC024449
(ii) Registration Date 01/02/1995
(iii) Name of the Company Aadhaar Ventures India Limited
(iv) Category / Sub-Category of the Company Company limited by shares/ Indian Non-Government Company
(v) Address of the Registered Office and contact details 4th Floor Office No. 4019 World Trade Center Ring Road Surat – 390002 Gujarat India
Tel. No. : 0261-2346481
E-mail id: aadhaarviltd@gmail.com
(vi) Whether listed company Yes / No Yes
(vii) Name Address and Contact details of Registrar and Transfer Agent if any Adroit Corporate Services Private Limited 19/20 Jafarbhoy Industrial Estate Hospital Lane Lower Marol Naka Andheri East Mumbai – 400 059
Tel. No. : (022) 28596060 / 28594060 / 40053636/ 40052115
E-mail id : info@adroitcorporate.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of theCompany shall be stated:-

Sl. No. Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the Company
1 Fabric-cotton Gerorgette Lenion Velvet Zinga LachakaPopline 46411 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES –

Sl. No. Name and address of the CIN / GLN Company Holding / Subsidiary / Associate % of shares held Applicable Section
NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of shares held at the beginning of the year 01.04.2014 No. of shares held at the end of the year 31.03.2015
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change During the year
A. Promoters
(1) Indian
(a) Individual/HUF - - - - 4433000 - 4433000 0.28 0.28
(b) Central Govt. - - - - - - - - -
(c) State Govt. (s) - - - - - - - - -
(d) Bodies Corp. 6400000 - 6400000 0.41 6400000 - 6400000 0.41 0.00
(e) Banks/FI - - - - - - - - -
(f) Any Other 4433000 - 4433000 0.28 - - - - (0.28)
Sub-Total(A)(1): 10833000 - 10833000 0.69 10833000 - 10833000 0.69 0.00
(2) Foreign
(a) NRIs/ Individuals - - - - - - - - -
(b) Other-Individuals - - - - - - - - -
(c) Bodies Corp.
(d) Banks / FI - - - - - - - - -
(e) Any Other - - - - - - - - -
Sub-Total(A)(2): - - - - - - - - -
Total Shareholding of Promoter (A)=(A)(1)+(A)(2) 10833000 - 10833000 0.69 10833000 - 10833000 0.69 0.00
B. Public
Shareholding
(1) Institutions
(a) Mutual Funds - - - - - - - - -
(b) Banks/FI - - - - - - - - -
(c) Central Govt. - - - - - - - - -
(d) State Govt. (s) - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies - - - - - - - - -
(g) FIIs 3913 - 3913 0.00 3913 - 3913 0.00 0.00
(h) Foreign Venture Capital Funds - - - - - - - - -
(i) Others (specify) - - - - - - - - -
Sub-Total(B)(1): 3913 - 3913 0.00 3913 - 3913 0.00 0.00

 

Category of Shareholders No. of shares held at the beginning of the year 01.04.2014 No. of shares held at the end of the year 31.03.2015
Demat Physical Total % of Total Share s Demat Physical Total % of Total Share s % Chang e Durin g the year
(2) Non-
Institutions
(a) Bodies Corp.
(i) Indian 848537138 565610000 1414147138 90.02 1019217540 90370000 1109587540 70.63 (19.39)
(ii) Overseas - - - - - - - - -
(b) Individuals
(i) Individual Shareholder s holding nominal share capital upto Rs. 1 lakh 62873304 557720 63431024 4.04 151114813 557720 151672533 9.65 5.61
(ii) Individual Shareholder s holding nominal share capital in excess of Rs. 1 lakh 79315231 - 79315231 5.05 284428253 - 284428253 18.11 13.06
(c) Others / Clearing Members 3238694 - 3238694 0.20 14443761 - 14443761 0.92 0.72
Sub-Total(B)(2): 993964367 566167720 1560132087 99.31 1469204367 90927720 1560132087 99.31 0.00
Total Public Shareholding (B)=(B)(1)+(B)(2) 993968280 566167720 1560136000 99.31 1469208280 90927720 1560136000 99.31 0.00
C. Shares held by custodian for GDRs & ADRs - - - - - - - - -
Total (C) - - - - - - - - -
Grand Total (A+B+C) 1004801280 566167720 1570969000 100.00 1480041280 90927720 1570969000 100.00 0.00

(ii) Shareholding of Promoters

Sl. No. Shareholder’s Name Shareholding at the beginning of the year 01.04.2014

Shareholding aet the end of the year 31.03.2015

No. of Shares % of total shares of the company % of shares Pledged/ encumbere d to total shares No. of Shares % of total shares of the company % of shares Pledged/e ncumbere d to total shares % change in share holding during the year
1 Emoi Garments Pvt Ltd 6400000 0.41 - 6400000 0.41 - 0.00
2 Omprakash A
Khandelwal 1621000 0.10 - 1621000 0.10 - 0.00
3 Rajshree O Khandelwal 2812000 0.18 - 2812000 0.18 - 0.00
Total 10833000 0.69 - 10833000 0.69 - 0.00

(iii) Change in Promoters’ Shareholding (Please specify if there is no change)

Sl. No. Shareholding at the beginning of the year 01.04.2014 Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of Shares % of total shares of the company
At the beginning of the year 10833000 0.69 0 0
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus / sweat equity etc.) No Change during the year
At the end of the year 10833000 0.69 10833000 0.69

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No. Top 10 shareholders Shareholding at the beginning of the year 01.04.2014 Date of Transaction Increase / Decrease in shareholding Reason Cumulative Shareholding during at the end of the year 31.03.2015
No. of shares at the beginning (01.04.2014) / end of the year 31.03.2015 % of total Shares of the Company No. of shares % of total Shares of the Compa ny
1 Dhanus Technologies Ltd 158200000 10.07 01/04/2014
02/05/2014 (-) 58200000 Sale 0
0 0 31/03/2015
2 Krystalklear Properties Pvt. Ltd 86770000 5.52 01/04/2014 Nil Movem ent during the year
86770000 5.52 31/03/2015 86770000 5.52
3 Prabhav Industries Limited 77820000 4.95 01/04/2014
22/08/2014 (-) 77820000 Sale 0 0
0 0 31/03/2015
4 Intertick Developers Pvt Ltd 70000000 4.46 01/04/2014
70000000 4.46 31/03/2015 Nil Movem ent during the year 70000000 4.46
5 Dizzystone Trading Pvt. Ltd. 66250000 4.22 01/04/2014 Nil Movem ent during the year 66250000 4.42
66250000 4.22 31/03/2015
6 Empower India Ltd 62250000 3.96 01/04/2014 Nil Movem ent during the year 62250000 3.96
62250000 3.96 31/03/2015
7 Adamina Traders Private Limited 60230000 3.83 01/04/2014
04/04/2014 (-) 60230000 Sale 0 0
0 0 31/03/2015
8 Lifeour Multitrading Pvt Ltd 0 0 01/04/2014
06/06/2014 600000 Purchase 600000 0.04
13/06/2014 0.03
(-) 100000 Sale 500000
20/06/2014 60950000 Purchas e 61450000 3.91
18/07/2014 (-) 1450000 Sale 60000000 3.82
25/07/2014 (-) 59750000 Sale 250000 0.02
01/08/2014 (-) 250000 Sale 0
0 0 31/03/2015
9 Wellman Tradelinks Private Limited 51950000 3.31 01/04/2014 0 Nil Movem ent during the year
51950000 3.31 31/03/2015 51950000 3.31
10 Westlite Infraprojects Pvt Ltd 0 0 01/04/2014
18/04/2014 51750000 Purchas e 51750000 3.29
29/08/2014 (-)51750000 Sale 0 0
0 0 31/03/2015
11 Shriram Credit Company Limited 24930000 1.59 01/04/2014
04/04/2014 95380000 Purchase 120310000 7.66
18/04/2014 41400000 Purchas e 161710000 10.29
09/05/2014 (-) 408488 Sale 161301512 10.27
16/05/2014 (-) 2229444 Sale 159072068 10.13
23/05/2014 (-) 609289 Sale 158462779 10.09
30/05/2014 (-) 13988190 Sale 144474589 9.20
06/06/2014 (-) 160000 Sale 144314589 9.19
13/06/2014 (-) 95000 Sale 144219589 9.18
20/06/2014 (-) 4324000 Sale 139895589 8.91
30/06/2014 (-) 300000 Sale 139595589 8.89
11/07/2014 (-) 1150000 Sale 138445589 8.81
18/07/2014 (-) 2700000 Sale 135745589 8.64
01/08/2014 (-) 1400000 Sale 134345589 8.55
08/08/2014 (-) 16332204 Sale 118013385 7.51
15/08/2014 (-) 5513385 Sale 112500000 7.16
24/10/2014 (-) 2000000 Sale 110500000 7.03
31/10/2014 (-) 2000000 Sale 108500000 6.91
21/11/2014 (-) 1000000 Sale 107500000 6.84
28/11/2014 (-) 2000000 Sale 105500000 6.72
31/12/2014 (-) 1500000 Sale 104000000 6.62
02/01/2015 (-) 403483 Sale 103596517 6.59
09/01/2015 (-) 12534846 Sale 91061671 5.80
16/01/2015 (-) 5041939 Sale 86019732 5.48
23/01/2015 (-) 4976073 Sale 81043659 5.16
06/03/2015 (-) 2000000 Sale 79043659 5.03
79043659 5.03 31/03/2015
12 SSJ Finance & Securities Pvt. Ltd. 0 0 01/04/2014
01/04/2014 19700 Purchas e 19700 0.00
04/04/2014 (-) 10000 Sale 9700 0.00
30/05/2014 10000 Purchas e 19700 0.00
30/06/2014 5000 Purchas e 24700 0.00
04/07/2014 3200000 Purchas e 3224700 0.21
11/07/2014 5400000 Purchas e 8624700 0.55
18/07/2014 5602000 Purchas e 14226700 0.91
25/07/2014 12467864 Purchas e 26694564 1.70
01/08/2014 3635000 Purchas e 30329564 1.93
08/08/2014 (-) 2554500 Sale 27775064 1.77
15/08/2014 (-) 365000 Sale 27410064 1.74
22/08/2014 4678446 Purchas e 32088510 2.04
29/08/2014 8895133 Purchas e 40983643 2.61
24/09/2014 (-) 4000 Sale 40979643 2.61
24/10/2014 (-) 14684889 Sale 26294754 1.67
31/10/2014 18783344 Purchas e 45078098 2.87
14/11/2014 2189735 Purchas e 47267833 3.01
21/11/2014 2526333 Purchas e 49794166 3.17
28/11/2014 4497906 Purchas e 54292072 3.46
05/12/2014 4508275 Purchas e 58800347 3.74
12/12/2014 (-) 1239084 Sale 57561263 3.66
19/12/2014 (-) 7379173 Sale 50182090 3.19
31/12/2014 (-) 14773408 Sale 35408682 2.25
02/01/2015 2795846 Purchas e 38204528 2.43
09/01/2015 568969 Purchas e 38773497 2.47
16/01/2015 (-) 386808 Sale 38386689 2.44
23/01/2015 5187461 Purchas e 43574150 2.77
30/01/2015 (-) 1644516 \Sale 41929634 2.67
06/02/2015 704802 Purchas e 42634436 2.71
13/02/2015 (-) 184784 Sale 42449652 2.70
20/02/2015 (-) 801400 Sale 41648252 2.65
27/02/2015 1596086 Purchas e 43244338 2.75
06/03/2015 13626978 Purchas e 56871316 3.62
13/03/2015 10487374 Purchas e 67358690 4.29
20/03/2015 (-) 2608747 Sale 64749943 4.12
27/03/2015 3704747 Purchas e 68454690 4.36
31/03/2015 2416901 Purchas e 70871591 4.51
70871591 4.51 31/03/2015
13 EPS Developers Limited 0
0 01/04/2014
31/10/2014 45000000 Purchas e 45000000 2.86
14/11/2014 1000000 Purchas e 46000000 2.93
21/11/2014 (-) 1000000 Sale 45000000 2.86
05/12/2014 14987300 Purchas e 59987300 3.82
19/12/2014 (-) 2600000 Sale 57387300 3.65
31/12/2014 5450000 Purchas e 62837300 4.00
02/01/2015 2000000 Purchas e 64837300 4.13
09/01/2015 2000000 Purchas e 66837300 4.25
13/02/2015 (-) 501000 Sale 66336300 4.22
20/02/2015 (-) 1500000 Sale 64836300 4.13
27/02/2015 (-) 5000000 Sale 59836300 3.81
06/03/2015 1365253 Purchas e 61201553 3.90
13/03/2015 (-) 3200000 Sale 58001553 3.69
20/03/2015 4000000 Purchas e 62001553 3.95
27/03/2015 (-) 1000000 Sale 61001553 3.88
61001553 3.88 31/03/2015
14 Southmint Real Estate Private Limited 50150000 3.19 01/04/2014
02/05/2014 34200000 Purchas e 84350000 5.37
01/08/2014 (-) 34200000 Sale 50150000 3.19
22/08/2014 (-) 50150000 Sale 0 0.00
31/12/2014 50150000 Purchas e 50150000 3.19
50150000 3.19 31/03/2015
15 Nirvana Mall Management Company Private 0 0 01/04/2014
24/10/2014 40750000 Purchas e 40750000 2.59
40750000 2.59 31/03/2015

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Name Shareholding at the beginning of the year 01.04.2014 Date of Transaction Increase / Decreas e in sharehol ding Reason Cumulative Shareholding during at the end of the year 31.03.2015
No. of shares at the beginning (01.04.2014) / end of the year 31.03.2015 % of total Shares of the Company No. of shares % of total Shares of the Company
NIL

I) INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due forpayment

Particulars Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtness
Indebtedness at the beginning of the financial year
i) Principal Amount N.A. N.A. N.A. N.A.
ii) Interest due but not paid N.A. N.A. N.A. N.A.
iii) Interest accrued but not due N.A. N.A. N.A. N.A.
Total (i+ii+iii) N.A. N.A. N.A. N.A.
Change in Indebtedness during the financial year
Addition N.A. N.A. N.A. N.A.
Reduction N.A. N.A. N.A. N.A.
Net Change N.A. N.A. N.A. N.A.
Indebtedness at the end of the financial year
i) Principal Amount N.A. N.A. N.A. N.A.
ii) Interest due but not paid N.A. N.A. N.A. N.A.
iii) Interest accrued but not due N.A. N.A. N.A. N.A.
Total (i+ii+iii) N.A. N.A. N.A. N.A.

II) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager: (Rs. InLacs)

Sl. No. Particulars of Remuneration Name of MD/ WTD/MANAGER) Total Amt
Mr. Jils Raichand Madan (Managing Director
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income- tax Act 1961 NIL NIL
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 NIL NIL
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 NIL NIL
2 Stock Option related perquisites NIL NIL
3 Sweat Equity NIL NIL
4 Commission NIL NIL
- as % of profit NIL NIL
- Others specify… NIL NIL
5 Others please specify NIL NIL
Total (A)
Ceiling as per the Act The remuneration is well within the limits prescribed under the Companies Act 2013.

B. Remuneration to other directors: (Rs. In Lacs)

Sl. No. Particulars of Remuneration
Independent Directors Mrs. Jyoti Munver Mr. Manish Bhupendra Thakkar Total Amount
• Fee for attending board / committee meetings NIL NIL NIL
• Commission NIL NIL NIL
• Others please specify NIL NIL NIL
Total (1) NIL NIL NIL
2 Other Non-Executive Directors Mr. Somabhai Sunderbhai Meena Total Amount
• Fee for attending board / committee meetings NIL NIL NIL
• Commission NIL NIL NIL
• Others please specify 3.60 NIL 3.60
Total (2) 3.60 NIL 3.60
Total (B)=(1+2) 3.60 NIL 3.60
Total (A) NIL NIL NIL
Total Managerial Remuneration NIL NIL NIL
Overall Ceiling as per the Act The remuneration is well within the limits prescribed under the Companies Act 2013.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (Rs. InLakhs)

Sl. No. Particulars of Remuneration Key Managerial Personnel Total
1 Gross Salary NIL
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 NIL
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 NIL
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 NIL
2 Stock Option related perquisites NIL
3 Sweat Equity NIL
4 Commission NIL
- as % of profit NIL
- others specify… NIL
5 Others please specify NIL
Total NIL

III) Penalties / Punishment / Compounding of Offences:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give Details)
Penalty

NONE

Punishment
Compounding

Other Officers in Default

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give Details)
Penalty

NONE

Punishment
Compounding

 

By Order of the Board
For Aadhaar Ventures India Limited
Sd/- Sd/-
Jils Raichand Madan Somabhai Sunderbhai Meena
Managing Director Director
DIN – 02810555 DIN-05138990
Place: Surat
Date: 31st August 2015

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