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Agarwal Industrial Corporation Ltd.

BSE: 531921 Sector: Industrials
NSE: AGARIND ISIN Code: INE204E01012
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OPEN 374.70
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VOLUME 5416
52-Week high 387.05
52-Week low 108.00
P/E 31.05
Mkt Cap.(Rs cr) 204.26
Buy Price 370.70
Buy Qty 273.00
Sell Price 0.00
Sell Qty 0.00
OPEN 374.70
CLOSE 368.10
VOLUME 5416
52-Week high 387.05
52-Week low 108.00
P/E 31.05
Mkt Cap.(Rs cr) 204.26
Buy Price 370.70
Buy Qty 273.00
Sell Price 0.00
Sell Qty 0.00

Agarwal Industrial Corporation Ltd. (AGARIND) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting the Twenty First Annual Report of the Companytogether with its Audited Statement of Profit and Loss for the year ended March 31 2015and the Balance Sheet as on that date:

FINANCIALS RESULTS

( Rs In Lacs )

Particulars

Standalone

Financial Year 2014-2015 2013-2014
Audited Audited
Total Income 22007.70 17704.36
Profit before Depreciation Finance Costs and Tax 1635.00 1372.41
Less: Depreciation 421.60 414.69
Less: Finance Costs 387.23 325.41
Profit before Tax 826.17 632.31
Less: Provision for Tax
(a) Current Tax 185.00 127.00
(b) Deferred Tax( Assets)/ Liability 27.36 (20.18)
(c) Short Provision for Tax for earlier years

2.18

-

(d) Mat Credit Utilisation 32.39 28.91
Profit after Tax 579.24 496.58
Add: Balance brought forward from the previous year 1622.82 1215.95
Amount available for Appropriation 2202.05 1712.53
Appropiations
Proposed Dividend Tax on Dividend 82.69 16.01 77.18 12.52
Balance carried to Balance Sheet 2103.35 1622.82

RESULTS OF OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

Your Directors are pleased to report that the total Income for the year ended March 312015 was Rs 22007.70 Lacs as compared to previous year's total income of Rs 17704.36 Lacsthus registering an increase of 24.30 % over the previous year. Consequently Profitsbefore Tax increased by 30.65 %. Profit After Tax by 16.64 % and Cash Profits by 9.82%.

Please refer to the Chapter on Management Discussion and Analysis for detailed analysisof the performance of the Company regarding business scenario and new expansion projectinitiated during the financial year ended March 31 2015

DIVIDEND

Your Directors have recommended a dividend of Rs1.50 per equity share of the face valueof Rs10/ each. for the financial year ended March 31 2015. The dividend payout is subjectto approval of the members at the ensuing Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 ("The Act ") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statement is provided in this Annual Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Bituminex Cochin Pvt Ltd (BCPL) is the Wholly Owned Subsidiary (W.O.S ) of yourCompany.

The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiaryprepared in accordance with the relevant Accounting Standards of the Institute ofChartered Accountants of India duly audited by the Statutory Auditors form a part of theAnnual Report and are reflected in the Consolidated Accounts.

Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act the financial statement of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiary are available on the website of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with Stock Exchanges is presented in a separatesection forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 with regard to Corporate SocialResponsibility shall be applicable with effect from the financial year 2015-16.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with thesize scale and nature of its operations. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct. The provisions of thispolicy are in line with the provisions of Section 177 (9) of the Act and the revisedClause 49 of the Listing Agreement. The Whistle Blower Policy can be accessed on theCompany's website- www.aicltd.in.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure I.

AUDIT COMMITTEE

Details pertaining to the composition of Audit Committee are included in the CorporateGovernance Report which forms part of the Annual Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the financial yearwere on an arm's length basis and in the ordinary course of business. However as abundantprecaution the requisite approvals of the Audit Committee the Board and Members wereduly obtained. The Policy on materiality of related party transactions may be accessed onthe Company's website- www.aicltd.in.

Yours Directors draw attention of the members to Discussion and Analysis Report for theyear under review attached to this Annual Report for related party disclosures.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013 ("THE ACT")

Particulars of loans given investments made and securities provided are mentioned inthe financial statement under Note 12 13 15 and 18 of the said statement. Your Companyhas not provided any guarantee or given security in connection with loan to any other bodycorporate or person.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee details of which are set outin the Corporate Governance Report.

The Company has adopted a Risk Management Policy pursuant to the provisions of Section134 of the Act which has a Risk Management framework to identify and evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on business objective and enhance the Company's competitive advantage. The riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 149 of the Act and pursuant to the provisions of Clause 49 of theListing Agreement with the Stock Exchanges the Members in the previous Annual GeneralMeeting of the Company held on September 30 2014 appointed Mr. Jaswant D. Sharma Mr.Rajkumar Mehta Mr. Harikrishna Patni and Mr. Alok Bharara and Ms. Priti Lodha (WomanDirector) as Independent Directors of the Company for a period of five years commencingfrom September 30 2014. Mr. R. T. Rajguroo an Independent Director resigned from theBoard with effect from 16/4/2014 and the Board placed on record its appreciation for hisvaluable contribution to the progress of the Company.

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed both under the Act and Clause 49of the Listing Agreement with the Stock Exchanges.

Further Members in the previous Annual General Meeting of the Company also inaccordance with the Act and the Articles of Association of the Company modified theappointment of Mr. Jaiprakash Agarwal Mr. Lalit Agarwal and Mr. Ramchandra Agarwal asDirectors liable to retire by rotation.

In terms of Section 203 of the Act the following were designated as KMP of your Companyby the Board:

Mr. Jaiprakash Agarwal Managing Director.

Mr. Lalit Agarwal Whole Time Director

Mr. Ramchandra Agarwal Whole Time Director

Mr. Rakesh Bhalla - CFO & Company Secretary

BOARD MEETINGS

During the year under review 12 (Twelve) Board Meetings were held and the interveninggap between the meetings did not exceed the period prescribed under the Act the detailsof which are given in the Corporate Governance Report.

BOARD EFFECTIVENESS

The Company has adopted the Governance guidelines which inter alia cover aspectsrelated to composition and role of the Board Directors Board diversity definition ofindependence Director's term and Committees of the Board. It also covers aspects relatingto nomination appointment induction and development of Directors Directorsremuneration Code of Conduct Board Effectiveness Review and mandates of BoardCommittees.

A. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirement as prescribed by Securities Exchange Board of India(SEBI) under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee (NRC) reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the board as a whole was evaluated taking into account theviews of the Executive Directors and Non-Executive Directors. The same was discussed inthe Board meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual Directors was also discussed.

B. Appointment of Directors and Criteria for determining qualifications positiveattributes independence of a Director

The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of the Company. The NRC reviews and meets potential candidatesprior to recommending their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated tojheappointee

The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178 (3) of the Act andClause 49 of the Listing Agreement as stated under:

Independence: A Director will be considered as an 'Independent Director' if he/ shemeets with the criteria for 'Independence' as laid down in the Act Clause 49 of theListing Agreement.

Competency: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board has a mix of members with different educational qualifications knowledgeand with adequate experience in banking and finance accounting and taxation economicslegal and regulatory matters.

Additional Positive Attributes:

• The Directors should not have any other pecuniary relationship with the Companyits subsidiaries associates or joint ventures and the Company's promoters except asprovided under law.

• The Directors should maintain an arm's length relationship between themselvesand the employees of the Company as also with the Directors and employees of itssubsidiaries associates joint ventures promoters and stakeholders for whom therelationship with these entities is material.

• The Directors should not be the subject of proved allegations of illegal orunethical behaviour in their private or professional lives.

• The Directors should have the ability to devote sufficient time to the affairsof the Company.

C. Remuneration Policy

The Company had adopted a Remuneration Policy subject to review from time to time forthe Directors KMP and other employees pursuant to the provisions of the Act and Clause49 of the Listing Agreement. The key principles governing the Company's RemunerationPolicy are as follows:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors

• Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED)may be paid sitting fees for attending the meetings of the Board and of Committees ofwhich they may be members.

• Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives.

• Remuneration paid should be reflective of the size of the Company complexity ofthe sector/ industry/Company's operations and the Company's capacity to pay theremuneration and be consistent with recognized best practices.

• The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.

Remuneration for Managing Director (MD)/ Executive Directors (ED)/ Key ManagerialPersonnel (KMP)/ rest of the Employees

• The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements.

• Basic/ fixed salary is provided to all employees to ensure that there is asteady income in line with their skills and experience.

It is affirmed that the remuneration paid to Directors KMP and all other employees isas per the Remuneration Policy of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.

STATUTORY AUDITORS

At the Annual General Meeting the Members will be requested to ratify there-appointment of M/s Ladha Singhal & Associates Chartered Accountants 209 ApolloComplex R.K.Singh Marg Off. Parsi Panchayat Road Near Sona Udyog Andheri [East]Mumbai - 400069 as the Auditors of the Company to hold office from the conclusion of thisAnnual General Meeting till the conclusion of the next Annual General Meeting at suchremuneration as may be mutually agreed upon between the Board of Directors of the Companyand the Auditors. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and they arenot disqualified for re-appointment.

The notes on financial statement referred to in the Auditors' Report are selfexplanatory and donot call for any further comments. The Auditors' Report does not containany qualification reservation or adverse remark.

SECRETARIAL AUDIT

The Board of Directors of your Company has appointed Mr. P.M. Vala Practicing CompanySecretary (Membership No.4237-FCS- 5193 CP- 4237 ) to undertake the Secretarial Audit ofthe Company for the financial year 2014-15. The Secretarial Audit Report is annexedherewith as Annexure II. The report does not contain any qualifications reservation oradverse remarks.

COST AUDITORS

Pursuant to the provisions of Section 148 and other applicable provisions if any ofthe Companies Act 2013 and the Companies ( Cost Records and Audit ) Rules 2014(including any statutory modification(s) or re-enactments thereof for the time being inforce) the Board of Directors of the Company appointed Mr. Vinayak Kulkarni CostAccountant (Membership No - 28559 ) as the Cost Auditors to conduct the cost records ofthe Company for relevant segments for the financial year ending March 31 2016.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(M) of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo during the financial year ended March31 2015 is given as below :

(A) Conservation of Energy

a) The following measures are taken for conservation of electrical energy:

(i) Energy consumption remains under strict vigil of the factory management.

(ii) Evenly distribution of loads throughout the day reduces the maximum demand whichimprovise plant and equipment efficiency.

(iii) improvisation of power factor by using right type of power improvementcapacitors.

b) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy. A few proposals in this regard are under consideration of theCompany.

c) Impact of measures (a) and (b) results in reduction in number of units consumed andconsequently lowering of overall cost of production.

(B) Technology Absorption:

Company uses indigenous technology for our operations and the management keeps onreviewing and analyzing the means and methods by which the existing technology can bemodified upgraded or improved upon for better operations. It has yet to establish aseparate research and development division for this purpose.

(C) Foreign Exchange Earnings and Outgo:

(Rs in lacs)
Particulars F.Y 2014-15
Earnings NIL
Outgo 2591.78

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.

The disclosure required to be furnished pursuant to Section 197 (12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure III to this report.

However since there were no employees drawing remuneration in excess of the limits setout in the aforesaid rules the particulars of employees required to be furnished pursuantto Section 197 (12) read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 does not forms part of this AnnualReport.

FIXED DEPOSITS

The Company did not accept any Fixed Deposits from the public and no fixed depositswere outstanding or unclaimed as on March 31 2015.

LISTING OF SHARES

The equity shares of your Company have been listed on the BSE and the National StockExchange .The listing fees for the year 2015-16 have been duly paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state and confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 312015 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and that there are no material departures from thesame;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profitsof the Company for the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 312015 on a 'going concern' basis;

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively;

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.

CORPORATE GOVERNANCE

Your Company ensures maintaining highest standards of corporate governance as percorporate governance requirements formulated by SEBI. The report on Corporate Governanceas per Listing Agreement forms an integral part of the Annual Report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofcorporate governance is attached to report on corporate governance.

ACKNOWLEDGEMENT

The Directors express their deep sense of appreciation for the contribution made by theemployees to the significant improvement in the operations of the Company.

The Directors also thank all their Bankers Members Customers Lenders VendorsBusiness Partners and all concerned Regulatory Authorities for their continuedco-operation and support.

Place : Mumbai On behalf of the Board of Directors
Date : August 29 2015 Sd/-
Registered Office: Jaiprakash Agarwal
Eastern Court Unit No. 201-202 Plot No. 12 Chairman
V.N. Purav Marg. S.T. Road
Chembur Mumbai - 400071.

Annexure - I

Form No. MGT- 9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31 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 : L99999MH1995PLC084618
ii) Registration Date : January 13 1995
iii) Name of the Company : Agarwal Industrial Corporation Limited
iv) Category : Company Limited by Shares
v) Sub-Category of the Company : Indian Non- Government Company
vi) Address of the registered office : Eastern Court Unit No. 201-202 Plot No. 12
V.N.Purav Marg S.T.Road Chembur
Mumbai 400 071
vii) Whether listed company Yes
viii) Name Address and Contact details of Registrar and Transfer Agent if any Registrar & Share Transfer Agent : Ankit Consultancy Pvt. Ltd.
(SEBI REG. No. INR 000000767)
CIN NO - U74140MP1985PTC003074
60 Electronic Complex
Pardeshipura Indore (M.P.) 452010
Tel.:0731-2551745 2551746
Fax:0731-4065798

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

(Rs in Lacs )
Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Manufacturing of Petroleum Bitumen 23209 82.30
2 Transportation 60231 17.15

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl. No NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares Applicable Section
1 Bituminex Cochin Pvt.Ltd. U10300KL1980PTC003141 Subsidiary 100 % 2(87)

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 (i.e. as on 01.04.2014)

No. of Shares held at the end of the year (i.e. as on 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 2940545 - 2940545 53.34 294054 - 2940545 53.34 -
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total (A)(1):- 2940545 - 2940545 53.34 2940545 - 2940545 53.34 -
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total (A)(2):-

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Total Shareholding of Promoter / Promoter Group (A)=(Ax1mA)(2) 2940545 - 2940545 53.34 2940545 - 2940545 53.34 -

 

Category of Shareholders

No. of Shares held at the beginning of the year (i.e. as on 01.04.2014)

No. of Shares held at the end of the year (i.e. as on 31.03.2015)

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
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 - - - - - - - - -
h) Foreign Venture Capital

-

-

-

-

-

-

-

-

-

Funds - - - - - - - - -
i) Others (specify) Foreign Financial Institutions/Banks
Sub-total (B)(1):-

-

-

-

-

-

-

-

-

-

2. Non-Institutions
a) Bodies Corp.
i) Indian 428495 - 428495 7.77 530538 - 530538 9.62 + 1.85%
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1lakh 904204 75100 979304 17.76 1015763 70005 1085768 19.70 +1.94%
ii) Individual shareholders holding nominal share capital in excess of Rs1 lakh 1087914 72600 1160514 21.05 912700 25000 937700 17.01 - 4.04%
c) Others (specify)
i) Trusts
ii) Directors and relatives
iii) Foreign Nationals and Non-residents
iv) Clearing members
v) HUF's 7 - 7 0.00 1706 - 1706 0.03 + 0.03%
4035 - 4035 0.07 16643 - 16643 0.30 + 0.23%
Sub-total (B)(2):- 2424655 147700 2572355 46.66 2477350 95005 2572355 46.66 0.00%
Total Public Shareholding (B)=(B) (1)+(B)(2) 2424655 147700 2572355 46.66 2477350 95005 2572355 46.66 0.00 %
Total (A) + (B) 5365200 147700 5512900 100 5417895 95005 5512900 100 0.00 %
C. Shares held by Custodian for GDRs & ADRs Public

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Grand Total (A+B+C) 5365200 147700 5512900 100 5417895 95005 5512900 100 0.00 %

(ii) Shareholding of Promoters

Sl. No. Shareholders Name

No. of Shares held at the beginning of the year (i.e. as on 01.04.2014)

No. of Shares held at the end of the year (i.e. as on 31.03.2015)

No. of Shares % of total Shares of the Company %of Shares pledged / encumbered to total shares No. of Shares % of total Shares of the Company %of Shares Pledged / encumbered to total shares % Change in Share holding during the year
1 Jaiprakash Agarwal 407600 7.39 0.00 407600 7.39 0.00 0.00
2 Ramchandra Agarwal 370700 6.72 0.00 370700 6.72 0.00 0.00
3 Mahendra Agarwal 362600 6.58 0.00 362600 6.58 0.00 0.00
4 Kishan Agarwal 348200 6.32 0.00 348200 6.32 0.00 0.00
5 Jugal Kishore Agarwal 331500 6.01 0.00 331500 6.01 0.00 0.00
6 Lalit Agarwal 302000 5.48 0.00 302000 5.48 0.00 0.00
7 Usha Agarwal 138583 2.51 0.00 138583 2.51 0.00 0.00
8 Nilesh Agarwal 111900 2.03 0.00 111900 2.03 0.00 0.00
9 Rekha Agarwal 101827 1.85 0.00 101827 1.85 0.00 0.00
10 Sushila Agarwal 86600 1.57 0.00 86600 1.57 0.00 0.00
11 Shailesh Agarwal 76800 1.39 0.00 76800 1.39 0.00 0.00
12 Uma Agarwal 68100 1.24 0.00 68100 1.24 0.00 0.00
13 Virel Agarwal 51300 0.93 0.00 51300 0.93 0.00 0.00
14 Mukul Agarwal 49400 0.90 0.00 49400 0.90 0.00 0.00
15 Yash Agarwal 48400 0.88 0.00 48400 0.88 0.00 0.00
16 Lakshya Agarwal 47900 0.87 0.00 47900 0.87 0.00 0.00
17 Padma Agarwal 28245 0.51 0.00 28245 0.51 0.00 0.00
18 Sanchi Agarwal 2500 0.05 0.00 2500 0.05 0.00 0.00
19 Aayushi Agarwal 2500 0.05 0.00 2500 0.05 0.00 0.00
20 Sudha Agarwal 2290 0.04 0.00 2290 0.04 0.00 0.00
21 Vipin Agarwal 1600 0.03 0.00 1600 0.03 0.00 0.00

(iii) Change in Promters Shareholding (Please specify if there is change)

Sl. Particulars

No.

Shareholding at the beginning of the year Cumulative Shareholding during the year
1. Name of the Promoter
At the beginning of the year
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer / bonus/ sweatequity etc):
At the End of the year

No Changes in number of and % of total shares of the Company

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

Sr. No. Name

No. of Shares at the beginning (01-04-14) /end of the year (31-03-15)

Date Increase/ Decrease in share Reason

Cumulative Shareholding during the year (01-04-14 to 31-03-15)

No. of Shares % of total Shares of the Company No. of shares % of total shares of the Company
1 Bonanza Portfolio Ltd. 13075 0.24 1/Apr/14 13075
16/May/14 32935 Purchase 46010 0.83
23/May/14 13720 Purchase 59730 1.08
30/May/14 5755 Purchase 65485 1.19
6/Jun/14 (440) Sales 65045 1.18
13/Jun/14 4745 Purchase 69790 1.27
20/Jun/14 100 Purchase 69890 1.27
4/Jul/14 9355 Purchase 79245 1.44
11/Jul/14 (4173) Sales 75072 1.36
18/Jul/14 (1565) Sales 73507 1.33
25/Jul/14 4226 Purchase 77733 1.41
1/Aug/14 (5484) Sales 72249 1.31
15/Aug/14 950 Purchase 73199 1.33
29/Aug/14 (690) Sales 72509 1.32
12/Sep/14 (7064) Sales 65445 1.19
19/Sep/14 (2881) Sales 62564 1.13
3/Oct/14 (14949) Sales 47615 0.86
10/Oct/14 14874 Purchase 62489 1.13
17/Oct/14 363 Purchase 62852 1.14
31/Oct/14 (163) Sales 62689 1.14
14/Nov/14 (66) Sales 62623 1.14
21/Nov/14 (3265) Sales 59358 1.08
28/Nov/14 (387) Sales 58971 1.07
5/Dec/14 (500) Sales 58471 1.06
19/Dec/14 (970) Sales 57501 1.04
31/Dec/14 (391) Sales 57110 1.04
2/Jan/15 (859) Sales 56251 1.02
9/Jan/15 (9500) Sales 46751 0.85
16/Jan/15 (11546) Sales 35205 0.64
23/Jan/15 1967 Purchase 37172 0.67
30/Jan/15 5200 Purchase 42372 0.77
6/Feb/15 9565 Purchase 51937 0.94
13/Feb/15 4394 Purchase 56331 1.02
20/Feb/15 587 Purchase 56918 1.03
27/Feb/15 (200) Sales 56718 1.03
13/Mar/15 689 Purchase 57407 1.04
20/Mar/15 28323 Purchase 85730 1.56
92733 1.68 31/Mar/15 7003 Purchase 92733 1.68
2 Kamal Kishore Somani 76374 1.39 1/Apr/14 76374
18/Apr/14 (284) Sales 76090 1.38
9/May/14 (7) Sales 76083 1.38
16/May/14 (15) Sales 76068 1.38
23/May/14 (2010) Sales 74058 1.34
30/May/14 (100) Sales 73958 1.34
6/Jun/14 (5) Sales 73953 1.34
4/Jul/14 (141) Sales 73812 1.34
11/Jul/14 (415) Sales 73397 1.33
25/Jul/14 89 Purchase 73486 1.33
15/Aug/14 (4) Sales 73482 1.33
29/Aug/14 (4) Sales 73478 1.33
12/Sep/14 (13) Sales 73465 1.33
12/Dec/14 45 Purchase 73510 1.33
9/Jan/15 (3500) Sales 70010 1.27
20/Mar/15 2962 Purchase 72972 1.32
73372 1.33 31/Mar/15 400 Purchase 73372 1.33
3 Rohit Saboo 14296 0.26 1/Apr/14 14296
23/May/14 28456 Purchase 42752 0.78
30/May/14 3153 Purchase 45905 0.83
6/Jun/14 978 Purchase 46883 0.85
13/Jun/14 1697 Purchase 48580 0.88
20/Jun/14 1067 Purchase 49647 0.90
4/Jul/14 3266 Purchase 52913 0.96
11/Jul/14 2623 Purchase 55536 1.01
18/Jul/14 2590 Purchase 58126 1.05
25/Jul/14 2718 Purchase 60844 1.10
1/Aug/14 1997 Purchase 62841 1.14
15/Aug/14 449 Purchase 63290 1.15
10/Oct/14 2 Purchase 63292 1.15
31/Oct/14 6 Purchase 63298 1.15
21/Nov/14 (10941) Sales 52357 0.95
28/Nov/14 213 Purchase 52570 0.95
12/Dec/14 2132 Purchase 54702 0.99
19/Dec/14 1773 Purchase 56475 1.02
31/Dec/14 (5411) Sales 51064 0.93
9/Jan/15 (8121) Sales 42943 0.78
16/Jan/15 (1918) Sales 41025 0.74
23/Jan/15 5668 Purchase 46693 0.85
31/Jan/15 524 Purchase 47217 0.86
6/Feb/15 7223 Purchase 54440 0.99
13/Feb/15 2780 Purchase 57220 1.04
20/Feb/15 (2406) Sales 54814 0.99
27/Feb/15 (1707) Sales 53107 0.96
6/Mar/15 5366 Purchase 58473 1.06
13/Mar/15 (60) Sales 58413 1.06
20/Mar/15 1038 Purchase 59451 1.08
71068 1.29 31/Mar/15 11617 Purchase 71068 1.29
4 Rajkamal Synthetics Ltd 64000 1.16 1/Apr/14 Nil Movement during the year 64000
64000 1.16 31/Mar/15 64000 1.16
5 Ramandeep Singh Takkar 50542 0.92 1/Apr/14 Nil Movement during the year 50542
50542 0.92 31/Mar/15 50542 0.92
6 Neelam Jain 50000 0.91 1/Apr/14 50000
25/Apr/2014 (2500) Sales 47500 0.86
6/Jun/2014 500 Purchase 48000 0.87
11/Jul/2014 409 Purchase 48409 0.88
18/Jul/2014 (9) Sales 48400 0.88
25/Jul/2014 3600 Purchase 52000 0.94
1/Aug/2014 (2000) Sales 50000 0.91
13/Mar/2015 (17) Sales 49983 0.91
20/Mar/2015 (3000) Sales 46983 0.85
45803 0.83 31/Mar/2015 (1180) Sales 45803 0.83
7 Indus Portfolio Pvt.Ltd. 65984 1.20 1/Apr/14 65984
4/Apr/2014 (1693) Sales 64291 1.17
11/Apr/2014 (115) Sales 64176 1.16
25/Apr/2014 241 Purchase 64417 1.17
2/May/2014 (480) Sales 63937 1.16
16/May/2014 390 Purchase 64327 1.17
30/May/2014 (635) Sales 63692 1.16
13/Jun/2014 576 Purchase 64268 1.17
20/Jun/2014 1859 Purchase 66127 1.20
12/Sep/2014 (54883) Sales 11244 0.20
44858 0.81 31/Mar/2015 33614 Purchase 44858 0.81
8 Sandeep Maloo 100000 1.81 1/Apr/14 100000 1.81
2/May/2014 (3000) Sales 97000 1.76
30/May/2014 (5000) Sales 92000 1.67
21/Nov/2014 (10000) Sales 82000 1.49
16/Jan/2015 (10328) Sales 71672 1.30
13/Mar/2015 (2283) Sales 69389 1.26
41723 0.76 31/Mar/2015 (27666) Sales 41723 0.76
9 Suresh Kumar
Maheshwari HUF 44500 0.81 1/Apr/14 44500
13/Jun/2014 (10000) Sales 34500 0.63
34500 0.63 31/Mar/2015 - 34500 0.63
10 Naresh Ajmera 3700 0.07 1/Apr/14 3700
4/Apr/2014 36000 Purchase 39700 0.72
31700 0.58 31/Mar/2015 (8000) Sales 31700 0.58

Note : The above mentioned details regarding Shareholding Pattern of top tenShareholders (other than Directors Promoters and Holders of GDRs and ADRs) are based uponthe top ten shareholders during financial year 2014-15 derived from the Benpos receivedfrom the Depositories & furnished to us by the Registrar & Share Transfer Agent ofthe Company.

(V) Shareholding of Directors and Key Managerial Personnel:

Name

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares % of total shares of the company No. of shares % of total shares of the company
Jaiprakash Agarwal
At the beginning of the year 407600 7.39 407600 7.39
Date wise Increase /Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):

Nil

Nil

Nil

Nil
At the End of the year 407600 7.39 407600 7.39
Ramchandra Agarwal
At the beginning of the year
Date wise Increase /Decrease in Share holding 370700 6.72 370700 6.72
during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):

Nil

Nil

Nil

Nil
At the End of the year 370700 6.72 370700 6.72
Mahendra Agarwal
At the beginning of the year 362600 6.58 362600 6.58
Date wise Increase /Decrease in Share holding

Nil

Nil

Nil

Nil
during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):
At the End of the year 362600 6.58 362600 6.58
Lalit Agarwal
At the beginning of the year 302000 5.48 302000 5.48
Date wise Increase /Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):

Nil

Nil

Nil

Nil
At the End of the year 302000 5.48 302000 5.48

VI. INDEBTEDNESS

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

( Rs in Lacs )

Particulars Secured Loans Excluding deposits Unsecured Loans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year
i) Principal Amount 3418.26 Nil Nil 3418.26
ii) Interest due but not paid - Nil Nil -
iii) Interest accrued but not due - Nil Nil -
Total (i+ii+iii) 3418.26 Nil Nil 3418.26
Change in Indebtedness during the financial year
Addition

1063.94

Nil

Nil

1063.94

Reduction

430.76

Nil

Nil

430.76

Net Change

633.18

Nil

Nil 633.18
Indebtedness at the end of the financial year
i) Principal Amount 4051.44 Nil Nil 4051.44
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 4051.44 Nil Nil 4051.44

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

(Rs in Lacs )

Sl. No. Particulars of Remuneration Jaiprakash Agarwal Ramchandra Agarwal Lalit Agarwal
1) Gross salary:-
(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act 1961 24.00 18.00 18.00
(b) Value of perquisites u/s 17(2) Income-Tax Act 1961

Nil

Nil

Nil

(c) Profits in lieu of salary under section 17(3) Income- Tax Act 1961

Nil

Nil

Nil

2) Stock Options Nil Nil Nil
3) Sweat Equity

Nil

Nil

Nil

4) Commission paid - as % of Profit

Nil

Nil

Nil

5) Others Nil Nil Nil
Total (A) 24.00 18.00 18.00

 

Remuneration to other Directors:
Independent Directors : NIL
Sl.
no. Particulars of Remuneration Total
Amount
NIL
Non- Executive Directors : NIL
Sl.
no. Particulars of Remuneration Total
Amount
1 NIL

B. REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

-(Rs in Lacs )-

SI. no. Particulars of Remuneration Total Amount
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act 1961 9.38
(b) Value of perquisites u/s 17(2) Income-Tax Act 1961 -
(c) Profits in lieu of salary under section 17(3) Income Tax Act 1961 -
2 Stock Option
Sweat Equity NIL
Commission
- as % of Profit
- Others specify...
Others
Total

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the

Companies

Act

Brief

Description

Details of Penalty /Punishment/ Compounding fees imposed Authority [RD /

NCLT7

COURT]

Appeal made if any (give Details)
A COMPANY (Penalty / Punishment / Compounding)
B. DIRECTORS (Penalty / Punishment / Compounding) Nil
C. OTHER OFFICERS IN DEFAULT (Penalty / Punishment / Compounding)

ANNEXURE - II

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Agarwal Industrial Corporation Limited

Eastern Court Unit No.201-202

Plot No.12 V.N.Purav Marg S.T.Road

Chembur Mumbai-400 071

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Agarwal Industrial CorporationLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Agarwal Industrial Corporation Limited's books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended on31st March'2015 ('Audit Period') complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Agarwal Industrial Corporation Limited for the financial year endedon 31st March'2015 according to the provisions of:

The Companies Act 2013 (the Act) and the Rules made thereunder

(i) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules madethereunder

(ii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder

(iii) Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') to the extent applicable to the Company :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)Regulations 2011(Not applicable to the Company during the Audit Period)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the AuditPeriod)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guideline 1999 and The Securities and Exchange Board ofIndia(Share Based Employee Benefits) Regulations 2014 notified on 28th October'2014 (Notapplicable to the Company during the Audit Period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the

Company during the Audit Period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period)

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified before the Audit Period hence not applicable to the Company).

(ii) The Listing Agreements entered into by the Company with the BSE Limited & NSE.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meeting are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as may be.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Finally I report that out of 3 Key Managerial Positions (KMP) two i.e. Chief FinancialOfficer (CFO) and Company Secretary (CS) have been held by a single person.

Place : Thane P.M.Vala
Date : August 29'2015. (FCS No.5193C P No.4237)

Note: This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.

Annexure A to Secretarial Audit Report

To

The Members

Agarwal Industrial Corporation Limited

Secretarial Audit Report of even date is to be read along with this letter.

1. The compliance of provisions of all laws rules regulations standards applicableto Agarwal Industrial Corporation Limited (the 'Company) s the responsibility of themanagement of the Company. Our examination was limited to the verification of records andprocedures on test check basis for the purpose of issue of the Secretarial Audit Report.

2. Maintenance of secretarial and other records of applicable laws is theresponsibility of the management of the Company. Our responsibility is to issueSecretarial Audit Report based on the audit of the relevant records maintained andfurnished to us by the Company along with explanations where so required.

3. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial and otherlegal records legal compliance mechanism and corporate conduct. The verification was doneon test check basis to ensure that correct facts as reflected in secretarial and otherrecords produced to us. We believe that the processes and practices we followed providesa reasonable basis for our opinion for the purpose of issue of the Secretarial AuditReport.

4. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

5. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and major events during the audit period.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For P.M.Vala & Associates
Practising Company Secretary
Pradyumansinh Manubhai Vala
Place: Mumbai FCS No.: 5193
Date: August 29 2015 COP No.: 4237

ANNEXURE - III

Information under Section 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014

a. The ratio of the Remuneration of each Director to the median Remuneration of theemployees of the Company for the financial year.

b. The percentage increase in Remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

c. Comparison of the Remuneration of each Key Managerial Personnel against theperformance of the Company.

Whole-time Directors and KMP Remuneration in 2014/2015 (Rs in lacs) Remuneration in 2013/ 2014 (Rs in lacs) % Increase of Remuneration in 2015 as compared to 2014 Ratio to median Remuneration

Ratio of 2014/15 Remuneration to

Revenue Net Profit
Jaiprakash Agarwal

24

24

Nil

24.48

0.109

4.143

Ramchandra Agarwal 18 18 Nil 18.36 0.082 3.108
Lalit Agarwal 18 13.95 29 18.36 0.082 3.108
Rakesh Bhalla 9.38 7.50* 4.22 9.56 0.043 1.619

* for part of the year with effect from June 1 2013

Non-Executive and Independent Directors Remuneration in 2014/15 Lakhs) Remuneration in 2013/14 Lakhs) % Increase of Remuneration in 2015 as compared

to 2014

Ratio to median Remuneration
Nil

Nil

Nil

Nil Nil

d. The percentage increase in the median remuneration of employees in the financialyear ended March 31 2015 was 51.38% consequent to increase in number of employees otherthan KMPs during year under review.

e. The number of permanent employees on the rolls of company were 60 in number.

f. The explanation towards the relationship between average increase in remunerationand Company performance:

In view of the business performance the Company undertook normal salary revision infavour of the employees. The overall percentage increase of 26.86% has been primarilyprovided to offset inflation cost and increase in cost of living expenses.

g. Comparison of the Remuneration of the Key Managerial Personnel (KMP) with regard tothe performance of the Company

Particulars ( Rs in Lacs )
Aggregate Remuneration of KMP in 2014/15 69.38
Full year Revenue 22007.7
% to Revenue 0.31 %
Profit before Tax and Exceptional Items 826.17
% to above 9.72

h. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer.

The market capitalization of the Company as at March 31 2015 at BSE is Rs 5071.87Lacs as against Rs 7607.80 Lacs as at March 31 2014 decrease of 33.33 % during the yearunder review. The Company has positive Earnings Per Share in the above years due to betterperformance of the Company. The market quotation (BSE closing) of the Equity Shares of theCompany as on March 31 2015 was Rs 92/- per share of face value Rs 10 each representingan increase of approximately 820% over the period.

The market capitalization of the Company as at March 31 2015 at NSE is Rs 5058.09Lacs as against Rs 9923.22 Lacs as at March 31 2014 decrease of 49.03 % during the yearunder review. The Company has positive Earnings Per Share in the above years due to betterperformance of the Company The market quotation (NSE closing) of the Equity Shares of theCompany as on March 31 2015 was Rs 91.75- per share of face value Rs 10 each representingan increase of approximately 817.50% over the period.

i. Average percentile increase already made in the salaries of employees other than theManagerial Personnel in the last financial year is 6.86% and increse in remunerationmanager person is 7.24 per cent.

Non-Executive Directors:

No sitting fee remuneration or commission of whatsoever kind and nature was paid tothe Non- Executive Directors during the financial year ended March 31 2015.

Executive Directors :

Except the remuneration paid to Managing Director and Whole-Time Directors as stated inpara "c" above no commission of whatsoever kind and nature was paid to theExecutive Directors during the financial year ended March 31 2015.

Exceptional Items

Particulars

Year Ended

March 31 2015 March 31 2014
Exceptional Items - Exchange Loss
Exchange Gain/(Loss) on long term borrowings/assets NIL NIL
Exceptional Items - Investment
Provision for diminution in value of long term investments NIL NIL
Provision for diminution in Long term advances by a Jointly Controlled Entity NIL NIL
Settlement/provision arising out of financial exposure in an Associate NIL NIL
Impairment of goodwill by a jointly controlled entity NIL NIL
Profit on sale of an international subsidiary NIL NIL
Profit on sale of certain domestic subsidiaries NIL NIL
Exceptional Items - Others
Provision for Contingency for Property Tax

Project written off for commercial reason

Voluntary Retirement Scheme expenses of a subsidiary

NIL

NIL

Total

Profit after Tax Minority Interest and Share of Associates

Profit after Tax of the Company for the financial year ended March 31 2015 was Rs579.23 Lacs. The Company has Wholly Owned Subsidiary Company and hence there is nominority interest. There are no associates and hence share of associates is nil.

Cash Flow Data

The following table sets forth selected items from the consolidated cash flowstatements:

(Rs in Lacs )

Particulars

Year Ended

March 31 2015 March 31 2014
Net Cash from operating activities 228.49 278.34
Net Cash used in investing activities -669.81 -761.10
Net Cash from/(used in) financing activities 154.65 707.36
Net Increase in cash and cash equivalents -286.67 224.59

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