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Alfa Ica (India) Ltd.

BSE: 530973 Sector: Others
NSE: N.A. ISIN Code: INE042C01010
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VOLUME 203
52-Week high 57.60
52-Week low 17.35
P/E 13.58
Mkt Cap.(Rs cr) 15.70
Buy Price 38.85
Buy Qty 4347.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.85
CLOSE 37.45
VOLUME 203
52-Week high 57.60
52-Week low 17.35
P/E 13.58
Mkt Cap.(Rs cr) 15.70
Buy Price 38.85
Buy Qty 4347.00
Sell Price 0.00
Sell Qty 0.00

Alfa Ica (India) Ltd. (ALFAICAI) - Director Report

Company director report

Dear Members

Your directors present 24thAnnual Report on the operations and performancetogether with the Audited Financial Statements for theyear ended on 31st March 2015.

FINANCIAL HIGHLIGHTS

In Rs

Particulars Current Year Previous Year
31.03.15 31.03.14
Total Turnover and other Receipts 570856544 580599062
Gross Profit/Loss(Before deducting any of the following) 36206236 32787437
A. Interest and Financial charges 14928223 11760269
B. Depreciation 6706639 11034484
C. Tax Liability
I. Current Tax 5189468 5106000
II. Deferred Tax (1228995) (2215624)
Net Profit available for appropriation 10610901 7102308
Provision for Investment Allowance Reserve

Nil

Nil

Net Profit.
A. Add : Brought forward from last year’s balance 44006924 36904616
B. Less : Transferred to General Reserve Nil Nil
Transitional adjustment on account of depreciation

15326452

Nil

Dividend

NIL

NIL

Balance Carried forward 39291373 44006924

COMPANY PERFORMANCE

During the year under review net turnover of the Company has been decreased from Rs580599062 to Rs 570856544 as compared to previous year’s turnover. In spite ofthis during the year company was able to increase its net profit as compared to previousyear’s net profit from Rs 7102308 to 10610901 in the correspondingyear.

DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profitsfor the financial year 2014-15.

BUSINESS ACTIVITY

The Company is presently engaged in the process of manufacturers dealers tradersexporters importers consignors consignees agents factors brokers whole-salersretailers of all kinds types sizes of laminates whether industrial decorative orotherwise wood and plywood with and/or without lamination of any type and kind thereonincluding other types of wood such as teak wood flush door plywood figure wood fibrousboards duplex boards triplex boards colour boards block boards laminated boardspress boards gypartition boards packing wood and articles/products furniture made therefrom whether for industrial commercial and domestic purposes/uses.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA for the year under review as stipulated under clause 49 of the Listing Agreementis presented in a separate section forming part of this Annual Report.

RELATED PARTIES TRANSACTIONS

During the year under review the Company has not entered into related partiestransactions for sale/purchase of goods or services. Other details for inter corporatefinancial transactions or remuneration and other benefits paid to directors theirrelatives key managerial personnel etc. are given in the notes to the accounts vide noteno. 26 as per requirements of AS 18.

DIRECTORS

Shri Rishi Tikmani (DIN00638644) will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommends hisreappointment.

Every Independent Director at the first meeting of the Board in which he participatesas a director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under theCompanies Act 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees. Performance evaluation has been carried out as per the Nomination andremuneration policy.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act your Directors state that: a) in thepreparation of the financial statements for the financial year ended 31stMarch2015as far as possible and to the extent if any accounting standards mentioned by theauditors in their report as not complied with all other applicable accounting standardshave been followed along with proper explanation relating to material departure; b) suchaccounting policies have been selected and applied them consistently and judgments andestimates made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and profit of the Companyfor the year ended on that date; c) proper and sufficient care has been taken formaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for prevention and detection of fraud andother irregularities; d) the annual financial statements are prepared on a going concernbasis; and

e) proper internal financial controls are in place and that such internal financialcontrols are adequate and were operating effectively.

f) proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Board of Directors supports to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI. The Reporton corporate governance as stipulated under Clause 49 of the Listing Agreement forms partof the Annual Report. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of corporate governance as stipulated under theaforesaid Clause 49 is attached to the Report on corporate governance.

STATUTORY AUDITORS

The shareholders in their meeting held on 23rd September 2014 approved theappointment of M/s. O.P. Bhandari& Co Chartered Accountants(Firm Registration No.112633W) as Statutory Auditor of the Company to hold office till the conclusion of the 26thAnnual General Meeting subject to ratification of shareholders in every Annual GeneralMeeting. Accordingly a resolution seeking Members’ ratification on appointment ofM/s. O.P.Bhandari & Co. Chartered Accountants as the statutory Auditors of theCompany for the financial year 2015-16 is included at item No.3 of the Notice conveningthe Annual General Meeting.

The Board has duly reviewed the Statutory Auditor’s Report on the accounts. Theobservations and comments appearing in the Auditor’s Report are self-explanatory anddo not call for any further explanation/clarification by the Board of Directors asprovided under section 134 of the Act.

INTERNAL AUDITORS

The Company has appointed M/s. Biren Shah & Co Chartered Accountants to act as anInternal Auditor as per suggestion of auditors and recommendation of the audit committeein order to strengthen the internal control system for the Company.

SECREATARIAL AUDITOR

The Company has appointed M/s. KAMLESH M. SHAH & CO. as the secretarialauditor for the financial year 2014-15. They have given their report in the prescribedform MR-3 which is annexed to this report as an "Annexure – 1."

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

The Company has established vigil mechanism and framed whistle blower policy fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company’s Code of Conduct or Ethics Policy. Whistle BlowerPolicy is disclosed on the website of the Company.

EXTRACT OF ANNUAL REPORT

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 2" to this report.

PARTICULARS OF THE EMPLOYEES

Particulars of the employees as required under provisions of Section 197 (12) of theAct read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are attached with this report-"Annexure – 3". There was no employee who was in receipt of remunerationin excess of Rs .500000 per month during the year or Rs 60 Lacs per annum in the aggregateif employed part of the year.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is furnished in Annexure toDirectors Report and is attached to this report. – "Annexure–4".

MATERIAL CHANGES / INFORMATION

No material changes have taken place after the closure of the financial year up to thedate of this report which may have substantial effect on the business and financial of theCompany.

No significant and material orders have been passed by any of the regulators or courtsor tribunals impacting the going concern status and companies operations in future.

LISTING

The equity shares of the company are listed at the Bombay Exchange Limited andAhmedabad Stock Exchange Limited. The trading volumes in the company’s shares on theAhmedabad Stock Exchange Limited are insignificant / NIL which does not justify thepayment of considerable amounts of listing fees and other expenses which the company isincurring. Therefore the company has delisted Company’s equity shares from theAhmedabad Stock Exchange Limited to save the recurring costs without affecting theinterest of investors of the Company and without affecting the liquidity of equity sharesof the Company. The Equity Shares of the Company will continue to be listed in the BombayStock Exchange (BSE) which has the connectivity in most of the cities across the country.

GENERAL DISCLOSURE

Your directors state that the Company has made disclosures in this report for the itemsprescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules2014to the extent the transactions took place on those items during the year.

APPRECIATION

Your directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers employees and other business associates forthe excellent support and co-operation extended by them.

BY Order of the Board of Directors
RajendraTikmani
Place : Ahmedabad Managing Director
Date : 26th May 2015 (DIN: 00333842)

ANNEXURE TO THE DIRECTORS’ REPORT

Annexure – 1 to the Directors’ Report

SECRETARIAL AUDIT REPORT (Form MR -3)

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 Key Managerial Personnel) Rules 2014]

To

The Members

ALFA ICA (INDIA) LIMITED

CIN: L20100GJ1991PLC016763

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ALFA ICA (INDIA) LIMITED.Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the records of ALFA ICA (INDIA) LIMITED bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the Company has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that thecompany has proper Board-processes and compliances mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and recordmaintained by ALFA ICA (INDIA) LIMITED (CIN: L20100GJ1991PLC016763) for the financial yearended on 31st March 2015 according to the provisions of:

(i) The Companies Act 2013(the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulations) Act1956 (‘SCRA’) and the rulesmade thereunder;

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

(iv) Foreign Exchange Management Act1999 and the rules and regulation made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings:

(v) The following Regulations and guidelines prescribed under the Securities andExchange Board of India Act 1992(‘SEBI Act’) :-

(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeover) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTraining)Regulations1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India(Registrar to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India(Delisting of Equity Shares)Regulations2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations1998;

(vi) As stated in the Annexure – A – all the laws rules regulationsare applicable specifically to the company.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of Indiathough it is applicable w.e.f 1st day of July 2015 and not mandatory right nowis also complied.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchanges.

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

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executives Directors Independent Directors and Woman Director.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provision of the Act. Adequate noticeis given to all directors to schedule the Board Meetings agenda and detailed notes onagenda were sent at least seven days in advance and a system exists for seeking andobtaining further information and clarification on the agenda items before the meeting andfor meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

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

We further report that during the audit period the company has not made any

(I) Public/ Right/Preferential issue of shares/ debentures/sweat equity etc.

(II) Redemption/ buy-back of securities

(III) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013

(IV) Merger/ amalgamation/reconstruction etc.

(V) Foreign technical collaborations

FOR KAMLESH M. SHAH & CO
PRACTICING COMPANY SECRETARIES
Sd/-
(Kamlesh M. Shah)
Proprietor
Place : Ahmedabad M.No. : 8356
Date : 26th May 2015 C.P.No. : 2072

ANNEXURE-A

Securities Laws

1. All Price Sensitive Information was informed to the stock exchanges form time totime

2. All investors complain directly received by the RTA & Company are recorded onthe same date of receipts and all are resolved within reasonable time.

Labour Laws

1. All the premises and establishments have been registered with the appropriateauthorities.

2. The Company has not employed any child labour/ Bonded labour in any of itsestablishments.

3. Provisions with relate to compliances of PF/ESI/Gratuity Act are not applicable toCompany.

Environmental Laws

1. The Company is not discharging the contaminated water at the public drains/rivers.The company has efficient water treatment plants at its factory premises(is applicable)

2. The company has been disposing the hazardous waste as per applicable rules.

Taxation Laws

The company follows all the provisions of the taxation and Income Tax Act 1961 andfiling the returns at proper time with Income tax department and all other necessarydepartments.

FOR KAMLESH M. SHAH & CO
PRACTICING COMPANY SECRETARIES
Sd/-
(Kamlesh M. Shah)
Proprietor
Place : Ahmedabad M.No. : 8356
Date : 26th May 2015 C.P.No. : 2072

ANNEXURE – 2 TO THE DIRECTORS’ REPORT

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDING ON 31STMarch 2015

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

1) REGISTRATION AND OTHER DETAILS:

CIN L20100GJ1991PLC016763
Registration Date 11/12/1991
Name of the Company Alfa Ica (India) Ltd.
Category/sub-category of the Company Public Company / Limited by Shares
Address of the registered office and contact details 1-4 Uma Industrial EstateVillage:IawaSanand AhmedabadGujarat- 380015
Whether listed company Yes
Name address and contact details of registrar and transfer agent if any Link Intime India Private Limited
Unit No 303 Shopper’s Plaza- V
Opp. Municipal Market Navrangpura Ahmedabad-380 09.
Tel no: 079-26465179 Fax:079-26465179
Email: ahmedabad@linkintime.co.in

2) 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 descriptions of main products/ services NIC Code of the product/ Service % to Total turnover of the company
1 Decorative laminates 170 100%

3) PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES: – N.A.

4) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Shares Demat Physic al Total % of Total Shares % Change during the year
A. Promoters
1 Indian
i. Individual/HUF 999576 - 999576 24.74 999576 - 999576 24.74 -
ii. Central Govt - - - - - - - - -
iii. State Govt (s) - - - - - - - - -
iv. Bodies Corp. - - - - - - - - -
v. Banks / FI - - - - - - - - -
vi. Any Other 564125 - 564125 13.96 604633 - 604633 14.97 1.01
Sub-total (A) (1) 1563701 - 1563701 38.71 1604209 - 1604209 39.71 1.01
2 Foreign
i. NRIs - Individuals - - - - - - - - -
ii. Other – Individuals - - - - - - - - -
iii. Bodies Corp. - - - - - - - - -
Iv. Banks / FI - - - - - - - - -
v. Any Other - - - - - - - - -
Sub-total (A) (2) - - - - - - - - -
Total shareholding of 1563701 - 1563701 38.71 1604209 - 1604209 39.71 1.01
Promoter (A) = A)(1)+(A)(2)
B. Public Shareholding

 

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
B. Public Shareholding
1. Institutions
i. Mutual Funds - - - - - - - - -
ii. Banks/FI 2100 - 2100 0.05 2100 - 2100 0.05 -
iii. Central Govt - - - - - - - - -
iv. State Govt(s) - - - - - - - - -
v. Venture Capital Funds - - - - - - - - -
vi. Insurance Companies - - - - - - - - -
vii. FIIs - - - - - - - - -
viii. Foreign Venture - - - - - - - - -
Capital Fund
ix. Others (specify) - - - - - - - - -
Sub-total (B)(1): 2100 - 2100 0.05 2100 - 2100 0.05 -
2. Non-Institutions
i. Bodies Corporate
a. Indian 422184 - 422184 10.45 409738 - 409738 10.14 (0.31)
b. Overseas - - - - - - - - -
ii. Individuals
a. Individual shareholders holding nominal share capital up to Rs. 1 lakh 281766 787220 1068986 26.46 259836 777420 1037256 25.67 (0.79)
b. Individual shareholders holding nominal share capital in excess of Rs 1 lakh 970976 - 970976 24.03 974015 - 974015 24.11 0.08
iii. Others
a. Hindu Undivided Families 11693 - 11693 0.29 12343 - 12343 0.31 0.02
b.Non-Resident Indian 360 - 360 0.01 339 - 339 0.01 -
Sub-total (B)(2) 1686979 787220 2474199 61.24 1656271 777420 2433691 60.24 (1.00)
Total Public Shareholding 1689079 787220 2476299 61.29 1658371 777420 2435791 60.29 (1.00)
(B)=(B)(1)+(B)(2)
c. Shares Held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 3252780 787220 4040000 100.00 3262580 777420 4040000 100.00 -

(ii) Shareholding of promoters

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of share % 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 shares holding during the year 1%
Rajendra Tikmani 1217601 30.14 - 1258109 31.14 -
Rishi Tikmani 208800 5.17 - 208800 5.17 -
Vimladevi Tikmani 58000 1.44 - 58000 1.44 -
Pooja Tikmani 40000 0.99 - 40000 0.99 -
Savita Gupta 39300 0.97 - 39300 0.97 -
TOTAL 1563701 38.71 - 1604209 39.71 - 1%

(iii) Change In Promoter’s Shareholding (Please specify if there is no change)

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sr. Name No. No. of shares at the beginning /end of the year % of total shares of the Company Date Increase/ Decrease in shareholding Reason No. of shares % of total shares of the compan
1. Rajendra Tikmani 1217601 30.14 01.04.2014
02.04.2014 13598 Transfer 1231199 30.48
09.04.2014 112 Transfer 1231311 30.48
15.04.2014 3100 Transfer 1234411 30.55
09.05.2014 149 Transfer 1234560 30.56
03.06.2014 -562 Transfer 1233998 30.54
19.12.2014 1806 Transfer 1235804 30.59
31.12.2014 1015 Transfer 1236819 30.61
07.01.2015 1437 Transfer 1238256 30.65
15.01.2015 1600 Transfer 1239856 30.69
21.01.2015 1757 Transfer 1241613 30.73
27.01.2015 1600 Transfer 1243213 30.77
28.01.2015 -200 Transfer 1243013 30.76
05.02.2015 10163 Transfer 1253176 31.02
13.02.2015 879 Transfer 1254055 31.04
20.02.2015 901 Transfer 1254956 31.06
27.02.2015 2083 Transfer 1257039 31.11
09.03.2015 651 Transfer 1257690 31.13
17.03.2015 419 Transfer 1258109 31.14
1258109 31.14 31.03.2015
2. Rishi Tikmani 208800 5.17 01.04.2014 0 Nil movement
208800 5.17 31.03.2015 during the year
3. Vimladevi Tikmani 58000 1.44 01.04.2014 0 Nil movement
58000 1.44 31.03.2015 during the year
4. Pooja Tikmani 40000 0.99 01.04.2014 0 Nil movement
40000 0.99 31.03.2015 during the year
5. Savita Gupta 39300 0.97 01.04.2014 0 Nil movement
39300 0.97 31.03.2015 during the year

3

(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDER ( OTHER THAN DIRECTORS PROMOTERS AND

HOLDERS OF GDRS AND ADRS)

Shareholding at the beginning of the year Shareholding at end of the year
No. of shares % of total shares of the company No. of shares % of total shares of the company % change in shares holding during the year
1 Haresh Mehta 252400 6.25 252400 6.25 -
2 Vasant Rana 230000 5.69 230000 5.69 -
3 Ankit Financial Services Ltd. 200000 4.95 200000 4.95 -
4 Indu Bhandari 200000 4.95 200000 4.95 -
5 Karishma Finvest Pvt Ltd. 199600 4.94 199600 4.94 -
6 Parmeshwar Lal Jangid 100000 2.48 100000 2.48 -
7 Saroj Jugal Maheshwari 51500 1.27 51500 1.27 -
8 Gunjan Gupta

40500

1.00

40500

1.00

-

9 Sanjaykumar Sarwagi

40399

0.99

40399

0.99

-

10 Vinit Gupta 32100 0.79 32100 0.79 -
Total 1346499 33.33 1346499 33.33 -

(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No. Name Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares at the beginnin g of the year % of total shares of the Company Date Increase/ Decrease in shareholding Reason No. of shares % of total shares of the company
A. Directors
1. Rajendra Tikmani 1217601 30.14 01.04.2014
02.04.2014 13598 Transfer 1231199 30.48
09.04.2014 112 Transfer 1231311 30.48
15.04.2014 3100 Transfer 1234411 30.55
09.05.2014 149 Transfer 1234560 30.56
03.06.2014 -562 Transfer 1233998 30.54
19.12.2014 1806 Transfer 1235804 30.59
31.12.2014 1015 Transfer 1236819 30.61
07.01.2015 1437 Transfer 1238256 30.65
15.01.2015 1600 Transfer 1239856 30.69
21.01.2015 1757 Transfer 1241613 30.73
27.01.2015 1600 Transfer 1243213 30.77
28.01.2015 -200 Transfer 1243013 30.76
05.02.2015 10163 Transfer 1253176 31.02
13.02.2015 879 Transfer 1254055 31.04
20.02.2015 901 Transfer 1254956 31.06
27.02.2015 2083 Transfer 1257039 31.11
09.03.2015 651 Transfer 1257690 31.13
17.03.2015 419 Transfer 1258109 31.14
1258109 31.14 31.03.2015
2. Rishi Tikmani 208800 5.17 01.04.2014 0 Nil movement during the year
31.03.2015
5.17
208800
3. Pooja Tikmani 40000 0.99 01.04.2014 0 Nil movement during the year
40000 0.99 31.03.2015
4. Shyam Sunder Tibrewal 0 01.04.2014 0 Nil holding/movement during the year
0 31.03.2015
5. Inder Chand Nahta 0 01.04.2014 0 Nil holding/movement during the year
0 31.03.2015
6. Sanjeev Sharma 0 01.04.2014 0 Nil holding/movement during the year
0 31.03.2015
B. Key Managerial Personnel (KMPs)
1. Jhanki Poptani 0 01.04.2014 0 Nil holding/movement during the year
0 31.03.2015

5. INDEBTEDNESS

INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FORPAYMENT

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 40534203 59 448 398 - 99982601
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year - - - -
Addition - 41962258 - 41962258
Reduction (5910483) (8077982) - (13988465)
Net Change (5910483) 33884276 - 27973793
Indebtedness at the end of the financial year - - - -
i) Principal Amount 34623720 93332674 - 127956394
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl. Particulars of Remuneration

Rajendra

Rishi Tikmani

Pooja Tikmani Total
No. Tikmani (MD) (WTD) (ED) Amount
1. a. Salary as per provisions contained in section 17(1) of the Income Tax Act1961 1200000 1200000 525000 2925000
b. Value of perquisites u/s 17(2) of the
Income Tax Act1961
c. Profits in lies of Salary under Section 17(3) of the Income Tax Act1961
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission- as % of profit- others (specify) - - - -
5. Others please specify - - - -
Total (A) 1200000 1200000 525000 2925000
Ceiling as per the Act 3000000 3000000 1500000

B. Remuneration to other directors:

Sl. Particulars of Remuneration Name of the Director Total Amount
No. Shyam Sundar Tibrewal Inder Chand Nahta Sanjeev Sharma
3. Independent Directors
a. Fee for attending board / committee meetings - - - -
b. Commission - - - -
c. Others please specify
Total(1) - - - -
4. Other Non-Executive
Directors
a. Fee for attending board /
committee meetings - - - -
b. Commission
c. Others please specify - - - -
- - - -
Total (2) - - - -
Total (B)=(1+2) - - - -
Total Managerial Remuneration 2925000
Overall Ceiling as per the Act As per Section (ii) of Part (ii) of Schedule V.

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

Sl. No. Particulars of Remuneration Key Managerial Personnel

Jhanki Poptani

TOTAL
Company Secretary
1 a. Salary as per provisions contained in section 17(1) of the Income Tax Act1961 26000 26000
b. Value of perquisites u/s 17(2) of the Income Tax Act1961
c. Profits in lies of Salary under Section 17(3) of the Income Tax Act1961
2. Stock Option - -
3. Sweat Equity - -
4. Commission - -
- as % of profit – others(specify)
5. Others please specify - -
Total 26000 26000

7. 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)
A. Company
Penalty punishment compounding None
B. Directors
Penalty punishment Compounding None
C. Other Officers in Default
Penalty punishment Compounding None

ANNEXURE -3

Details pertaining to Remuneration as required under section 197 (12) of the CompaniesAct 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

a) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2014-15 ratio of the remuneration of eachdirector to the median remuneration of the employees of the Company for the financial year2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No: Name of Director/ KMP and Designation Remuneration of Director for the financial year 2014-15 (in 3) % increase in Remuneration of each Director/to median remuneration of employees Ratio of remuneration of each Director/to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. Mr. Rajendra Tikmani Managing Director 1200000 Nil 10 Profit before tax increased by 45.82%
2. Mr. Rishi Tikmani Whole time Director 1200000 Nil 10 and Profit after tax increased by 49.40%
3. Ms. Pooja Tikmani Executive Director 525000 Nil 2.19 in financial year 2014- 15.
4. Ms. Jhanki Poptani Company Secretary 26000 Nil 0.036

b) The median remuneration of employees of the Company during the financial year was Rs120000/-

c) There were 20 permanent employees on the rolls of Company as on 31stMarch 2015.

d) There was increase between 5% to 10% in the salaries of the employee.

ANNEXURE-4 TO DIRECTORS’ REPORT

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:-

Your company gives priority to Energy conservation. It regularly reviews measures to betaken for Energy Conservation/Consumption and its effective utilization.

(b) Total energy consumption and energy consumption per unit of production:

(I) POWER & FUEL CONSUMPTION

2014-15 2013-14
1 ELECTRICITY
(a) Purchased
Unit 1209276 1183563
Total Amount (Rs ) 8425 963 7958572
Rate / Unit (Rs ) 6.97 6.72
(b) Own Generation
Through Diesel Generation(Units) 21858 11506
No. of Unit Per Ltr. of Diesel Oil 1.53 0.92
Average Rate / Unit (Rs ) 48.91 73.63
2 OTHERS
a. Diesel/(Qty (KL) 14323 12523
b. Total Amount (Rs ) 1069030 847172
c. Average Rate (Rs ) 74.64 67.65
a. Fire Wood (Kg) 755914 349624
b. Total Amount (Rs ) 2582868 1240617
c. Average Rate (Rs ) 3.42 3.55
a. Coal (Qty – MT) 13133 9661.50
b. Total Amount (Rs ) 25998427 23703948
c. Average Rate / Unit (Rs ) 1979.63 2453.44
B. TECHNOLOGY ABSORPTION
(I) Research and Development (R & D):
Continuous efforts are made for quality improvement. In house research and development work is carried out by the Company. No significant expenditure is incurred.
(II) Technology absorption adaptation:
There is no change in technology.
C. Foreign Exchange Earning and Outgo :
Particulars 2014-15 2013-14
1) TOTAL FOREIGN EXCHANGE USED AND EARNED
a. Total Foreign Exchange earnings 425497269 482817836
b. Total Foreign Exchange used 165019540 162484127
c. Expenditure in Foreign Currency 818831 467875

 

BY Order of the Board of Directors
RajendraTikmani
Place : Ahmedabad Managing Director
Date : 26th May 2015 (DIN: 00333842)

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