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Aplab Ltd.

BSE: 517096 Sector: Engineering
NSE: APLAB ISIN Code: INE273A01015
BSE LIVE 15:28 | 09 Dec 27.20 0.90
(3.42%)
OPEN

26.95

HIGH

27.20

LOW

26.90

NSE LIVE 00:00 | 29 Jan Stock Is Not Traded.
OPEN 26.95
PREVIOUS CLOSE 26.30
VOLUME 7370
52-Week high 34.00
52-Week low 18.40
P/E
Mkt Cap.(Rs cr) 13.60
Buy Price 27.20
Buy Qty 558.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.95
CLOSE 26.30
VOLUME 7370
52-Week high 34.00
52-Week low 18.40
P/E
Mkt Cap.(Rs cr) 13.60
Buy Price 27.20
Buy Qty 558.00
Sell Price 0.00
Sell Qty 0.00

Aplab Ltd. (APLAB) - Director Report

Company director report

To the Members

Your Directors present their 50th Annual Report of the Company together with theAudited Statements of Accounts for the year ended 31st March 2015

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previousyears figures are given hereunder:

(Rs. in Lacs)

Particulars Year ended 31.03.2015 Year ended 31.03.2014
Net Sales /Income from
Business Operations 7429.37 9515.97
Other Income 71.15 103.43
Total Income 7500.52 9619.40
Interest 1062.58 1022.22
Profit /(Loss) before Depreciation (1266.72) 336.68
Depreciation 173.43 278.12
Profit /(Loss) after depreciation and Interest (1440.15) 58.56
Current Income Tax - -
Deferred Tax - -
Net Profit (Loss) after Tax (1440.15) 58.56
Dividend (including Interim
if any and final) - -
Net Profit /(Loss) after dividend and Tax (1440.15) 58.56
Amount transferred to General Reserve -
Balance carried to Balance Sheet (1440.15) 58.56
Earning in Rupee per share (Basic) (28.80) 1.17
Earning in Rupee per Share(Diluted) (28.80) 1.17

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the yearunder review:

During the year under review the Company could achieve reduced turnover of Rs. 7429.37Lacs against Rs. 9515.97 Lacs of previous year and incurred loss of Rs.1440.15 Lacsagainst profit of Rs. 58.56 Lacs of previous year. The reduction in turnover of 22% ofprevious year is due to the continuous stress on liquidity. In the current year growth isexpected in sale of banking automation measuring instruments and power supplies.

3. DIVIDEND

No Dividend is recommended for the current financial year due to loss incurred by theCompany. (Previous Year - Nil)

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendrelating to the financial year 2007-08 is due for remittance to the Investor Education andProtection Fund established by the Central Government on 17/07/2015.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

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(3) of the Companies (Accounts) Rules 2014 is furnished in Annexureto the Directors’ Report and is attached to this report.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYOF THE COMPANY

During the year under review your company has formed Risk Management Committee toidentify and evaluate elements of business risks.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES

Due to the losses incurred presently during the year under review Corporate SocialResponsibility could not be implemented. However on improved performances the same willbe implemented.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of Loans Guarantees or Investments made under Section 186 is furnishedin Notes to Financial Statement no. 26 under item No. 9 and is attached to this report.

10.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant toSection 186 is furnished in Notes to Financial Statement No. 26 and is attached to thisreport.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no adverse comments qualifications or reservations or adverse remarks bythe Statutory Auditors nor practicing Company Secretary in the Secretarial Audit Report.The Secretarial Audit Report in terms of Section 204 is annexed as Annexure-A to thisreport.

12. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES

The Company’s Policy relating to appointment of Directors payment of Managerialremuneration Directors’ qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is in process due to inadequate profit the present Executive Director is notdrawing any remuneration.

13.ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the companies (Management and administration) Rules 2014 is furnished in Annexure-Band is attached to this Report.

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING

THE YEAR UNDER REVIEW

The Company had 5 (Five) Board meetings during the financial year under review.

15.DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. - Not applicable to Private Limited Company.Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany’s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary Company Sprylogic TechnologiesLimited recorded turnover of Rs. 233.68 Lacs during the year as against Rs.210.38 Lacs inthe previous year. The operations during the year have resulted into a profit before taxof Rs. 26.41 Lacs as against profit before tax of Rs.37.05 Lacs during the previous year.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. DIRECTORS

In accordance with the provisions of the Companies Act 2013 Mrs. Amrita P. Deodhar(DIN:00538573) is liable to retire by rotation at the forthcoming Annual General Meetingand being eligible offer herself for re-appointment.

Mr. Nishith P. Deodhar Managing Director (DIN: 01614848) Mr. Amit Goenka Director(DIN: 00017707) and Mr. Mukund Galgali (DIN: 01998552) have resigned from the Board duringthe year.

Mr. P.S. Deodhar was appointed as Managing Director designated as Chairman &Managing Director during the year.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

20. STATUTORY AUDITORS

The Statutory Auditors M/s Shahade & Associates Chartered Accountants (ICAIRegistration No. 109840W) retire at the forthcoming Annual General Meeting. They havefurnished a certificate confirming their eligibility for re-appointment under provisionsof Section 141 of the Companies Act 2013 and expressed their willingness to bere-appointed. You are requested to appoint the Auditors for the current year and fix theirremuneration.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

a. Mr. A.G. Joshi (DIN: 00019927)

b. Mr. Jayant Deo (DIN: 00568381)

c. Dr. S.K. Hajela (DIN: 01001987)

The above composition of the Audit Committee consists of independent Directors viz.Mr. A.G. Joshi (DIN: 00019927) Mr. Jayant Deo (DIN: 00568381) and Dr. S.K. Hajela (DIN:01001987) who form the majority.

The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

22. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL ACT 2013)

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the work place (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. No sexual harassment complaints were received during the year2014-15.

24. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company’s activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.

For and on behalf of the Board of Directors
Date: May 23 2015 P.S. Deodhar (DIN:00393117)
Place: Thane Chairman & Managing Director

ANNEXURE TO THE DIRECTORS’ REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO[Information pursuant to the Companies (Disclosure of Particulars in the Report of Boardof Directors) Rules 1988]

A) ELECTRICAL ENERGY

1. Conservation of Energy:

The Company’s production process does not involve any continuous processmachinery. As the production involves electronic assembly power requirements are veryminimal.

2. Energy conservation measures taken:

The company is switching over its lighting needs to energy efficient CFL and LEDlights. Measures are also taken to watch and correct the load PF as necessary. The companyis also working developing phantom loads to reduce power requirements during equipmentload testing.

3. Investments are proposed to be made in setting up Solar Panels for power generationto reduce the consumption and cost of purchased power.

B) TECHNOLOGY DEVELOPMENT – R & D

Research & Development in Power Electronics

Most of your company’s R&D focus for the next few years will be on greentechnologies. Your company considers R&D and innovation as key in negating the effectsof squeezed margins in the competitive markets it operates in. Some of our R&D effortsthis year are on:

a) UPS for NOVA with modular modules in 19 inch rack and very unique components forhigh temperature withstanding capacity. Special Rack Construction

b) UPS System with MIL461E approval for Akash Project of Defence.

c) Special UPS Systems for Naval Application for extreme saline environment conditions

d) SNMP Network Monitoring for UPS parameters.

Expenditure on R & D

(Rs. in Lacs)
2014-2015 2013-2014
Capital Expenditure Nil Nil
Revenue Expenses 36.06
TOTAL 36.06
Total R & D Expenses as a percentage to turnover 0.38%

FOREIGN EXCHAGE EARNINGS AND OUTGO:

The earnings and outgo in foreign exchange are as follows: Earnings (FOB Value) Rs.448.54 Lacs (P Y Rs.730.99 Lacs)

Outgo (CIF Value of imports plus expenses) Rs. 1344.99 Lacs (P Y 1815.88 Lacs)

For and on behalf of the Board of Directors
Date: May 23 2015 P.S. Deodhar (DIN:00393117)
Place: Thane Chairman & Managing Director

Annexure - A

Form No. MR 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR 2014-2015

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

To

The Members

Aplab Limited

A-5/6 Aplab House

Wagle Industrial Estate

Thane 400 604.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Aplab Limited (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the Company ’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance- mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Aplab Limited for the financial year ended on 31st March 2015according to the provisions of:

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

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

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

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Overseas Direct Investment;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 (‘SEBI Act’) viz.:-

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

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

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

(vi) and other applicable laws like - Factories Act 1948 The Payment of Gratuity Act1972; Payment of Bonus Act and labour related laws.

During the year under review the company did not attract the provisions of:-

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

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

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

(d) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

I have also examined compliance with the applicable clauses of theListing Agreemententered into by the Company with Bombay Stock Exchange.The company has applied to BombayStock Exchange for an NOC for de-listing from other regional exchanges in which the sharesof the company are listed.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extent asmentioned below:

1. The company is in the process of settling outstanding gratuity of employees who haveresigned/retired from the Company and the outstanding bonus due to employees.

2. The company is in the process of remitting unclaimed dividend for the year 2006-2007to the IEPF.

3. The company is in the process of initiating steps for remittance of unclaimeddeposits which have completed more than 7 years to the IEPF.

4. During the year 2014-2015 the Company sold its investment in the overseas jointventure in Saudi Arabia viz Arabian Power Electronics Company and is in the process ofcomplying with filing of requisite information with the Reserve Bank of India through itsAuthorized Dealer.

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 for Board and committee Meetings. Agenda anddetailed notes on agenda were sent on time and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.

Board decisions are carried through majority votes while the dissenting members’views are captured and recorded as part of the minutes.

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.

CS Rama Subramanian
Company Secretary in Practice
Membership No 15923
Certificate of Practice No 10964
Date: May 22 2015
Place: Thane

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

‘Annexure A’

To

The Members

Aplab Limited

A-5/6 Aplab House Wagle

Industrial Estate

Thane 400 604

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

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.

CS Rama Subramanian
Company Secretary in Practice
Membership No 15923
Certificate of Practice No 10964
Date: May 22 2015
Place: Thane

Annexure - B

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L99999MH1964PLC013018
ii Registration Date 30TH SEPTEMBER 1964
iii Name of the Company APLAB LIMITED
iv Category/Sub-category of the Company COMPANY LIMITED BY SHARES
v Address of the Registered office & contact details A-5 APLAB HOUSE WAGLE ESTATE THANE -400604
TEL. 022-67395555/67395588
FAX: 022-28523137
vi Whether listed company LISTED
vii Name Address & contact details of the Registrar & Transfer Agent if any. ADROIT CORPORATE SERVICES PVT. LTD.
19/20 JAFERBHOY INDUSTRIAL ESTATE
MAKWANA ROAD MAROL NAKA
ANDHERI (EAST) MUMBAI -400 059
TEL.: 022-28596060/28594442
FAX: 02228503748

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 & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 UNINTERUPTED POWER SUPPLY SYSTEMS 850440.04 33.01
2 REGULATED DC POWER SUPPLY 850440.04 12.14
3 TEST & MEASURING INSTRUMENTS 903020.00 8.97
4 EDUCATION PRODUCTS 847290.00 4.70
5 CABLE ROUTE TRACERS 903020.00 1.47
6 PASSBOOK PRINTERS & MACHINES 847290.00 39.71

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
1 SPRYLOGIC TECHNOLOGIES LIMITED U72200MH2005 PLC195869 SUBSIDIARY 58.82 2(87)(ii)

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF 1091152 16000 1107152 22.14 1091152 16000 1107152 22.14 0
b) Central Govt.or State Govt.
c) Bodies Corporates 1758099 82600 1840699 36.82 1758099 82600 1840699 36.82 0
d) Bank/FI
e) Any other
SUB TOTAL:(A) (1) 2849251 98600 2947851 58.96 2849251 98600 2947851 58.96 0
(2) Foreign
a) NRI- Individuals
b) Other Individuals
c) Bodies Corp.
d) Banks/FI
e) Any other…
SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2849251 98600 2947851 58.96 2849251 98600 2947851 58.96 0
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 0 2300 2300 0.04 0 2300 2300 0.04 0
b) Banks/FI
C) Cenntral govt
d) State Govt.
e) Venture Capital Fund
f) Insurance Companies
g) FIIS
h) Foreign Venture Capital Funds
i) Others (specify)
SUB TOTAL (B)(1): 0 2300 2300 0.04 0 2300 2300 0.04 0
(2) Non Institutions
a) Bodies corporates 75103 10701 85804 1.72 71252 10601 81853 1.64 -0.08
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 986569 169285 1155854 23.12 936628 163085 1099713 22.00 -1.12
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 752587 0 752587 15.05 821467 0 821467 16.43 1.38
c) Others (specify) NRI (Individuals) 26290 25850 52140 1.04 22866 23850 46716 0.93 -0.11
NRI (Corporate Bodies) 1500 0 1500 0.03 -0.03
Clearing Member 1964 0 1964 0.04 100 0 100 0 -0.04
SUB TOTAL (B)(2): 1844013 205836 2049849 41.00 1852313 197536 2049849 41.00 0
Total Public Shareholding (B)= (B)(1)+(B)(2) 1844013 208136 2052149 41.04 1852313 199836 2052149 41.04 0
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 4693264 306736 5000000 100 4701564 298436 5000000 100 0

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name Shareholding at the begginning of the year Shareholding at the end of the year % change in share holding during the year
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
1 AMRITA P DEODHAR 368314 7.37 0.00 368314 7.37 0.00 0.00
2 ARUNA NARAYANAN 16000 0.32 0.00 16000 0.32 0.00 0.00
3 CONTECH SOFT-TECH SOLUTIONS PVT. LTD. 6110 0.12 0.00 6110 0.12 0.00 0.00
4 DEODHAR ELELCTRO DESIGN (P) LTD. 210338 4.21 1.20 210338 4.21 1.20 0.00
5 DEVIZE (INDIA) PVT. LTD. 220451 4.41 0.00 220451 4.41 0.00 0.00
6 ORIGIN INSTRUMENTATION PVT LTD 6100 0.12 0.00 6100 0.12 0.00 0.00
7 P S DEODHAR FOUNDATION TRUST 137803 2.76 0.00 137803 2.76 0.00 0.00
8 PRABHAKAR S DEODHAR 560652 11.21 0.00 560652 11.21 0.00 0.00
9 PRINTQUICK PVT. LTD. 76500 1.53 0.00 76500 1.53 0.00 0.00
10 RESHAM N DEODHAR 3050 0.06 0.00 3050 0.06 0.00 0.00
11 SHIRISH P DEODHAR 21333 0.43 0.00 21333 0.43 0.00 0.00
12 ZEE ENTERTAINMENT ENTERPRISES LTD 1321200 26.42 0.00 1321200 26.42 0.00 0.00
Total 2947851 58.96 1.20 2947851 58.96 1.20 0.00

(iii) CHANGE IN PROMOTERS’ SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE)

Sl. No.

Share holding at the beginning of the Year

Cumulative Share holding 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 NO CHANGE NO CHANGE NO CHANGE NO CHANGE
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc) NO CHANGE NO CHANGE NO CHANGE NO CHANGE
At the end of the year NO CHANGE NO CHANGE NO CHANGE NO CHANGE

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

No.of Shares held at Cumulative
Sl No. For Each of the Top 10 Shareholders Folio no. Name Of Shareholder’s As on DATE No. of Shares % of total No. of Shares % of total
1 At the beginning of the year Date wise Increase/Decrease in Shareholding during the financial year IN301127 15427608 BALRAM BHARWANI 01/04/2014 292161 5.84 292161 5.84
04/04/2014 7795 0.16 299956 6.00
11/04/2014 32 0.00 299988 6.00
18/04/2014 21 0.00 300009 6.00
25/04/2014 503 0.01 300512 6.01
02/05/2014 114 0.00 300626 6.01
09/05/2014 44 0.00 300670 6.01
16/05/2014 18 0.00 300688 6.01
23/05/2014 217 0.00 300905 6.02
30/05/2014 1323 0.03 302228 6.04
06/06/2014 878 0.02 303106 6.06
13/06/2014 2579 0.05 305685 6.11
20/06/2014 15 0.00 305700 6.11
30/06/2014 2150 0.04 307850 6.16
04/07/2014 60 0.00 307910 6.16
11/07/2014 34 0.00 307944 6.16
18/07/2014 56 0.00 308000 6.16
25/07/2014 72 0.00 308072 6.16
31/07/2014 48 0.00 308120 6.16
01/08/2014 7 0.00 308127 6.16
08/08/2014 34 0.00 308161 6.16
15/08/2014 139 0.00 308300 6.17
22/08/2014 364 0.01 308664 6.17
29/08/2014 4932 0.10 313596 6.27
05/09/2014 60 0.00 313656 6.27
12/09/2014 283 0.01 313939 6.28
19/09/2014 3172 0.06 317111 6.34
30/09/2014 3791 0.08 320902 6.42
17/10/2014 6598 0.13 327500 6.55
24/10/2014 1850 0.04 329350 6.59
31/10/2014 2450 0.05 331800 6.64
07/11/2014 250 0.01 332050 6.64
14/11/2014 1350 0.03 333400 6.67
21/11/2014 793 0.02 334193 6.68
28/11/2014 2277 0.05 336470 6.73
05/12/2014 705 0.01 337175 6.74
12/12/2014 5025 0.10 342200 6.84
19/12/2014 2900 0.06 345100 6.90
31/12/2014 7785 0.16 352885 7.06
02/01/2015 15 0.00 352900 7.06
16/01/2015 1465 0.03 354365 7.09
30/01/2015 3635 0.07 358000 7.16
06/02/2015 7400 0.15 365400 7.31
13/02/2015 1300 0.03 366700 7.33
20/02/2015 1769 0.04 368469 7.37
27/02/2015 756 0.02 369225 7.38
06/03/2015 95 0.00 369320 7.39
13/03/2015 56 0.00 369376 7.39
20/03/2015 12124 0.24 381500 7.63
27/03/2015 680 0.01 382180 7.64
At the End of the year 31/03/2015 20 0.00 382200 7.64
2 At the beginning of the year Date wise Increase/Decrease in Shareholding during the financial year IN300685 10621792 SARJU C JHAVERI 01/04/2014 98616 1.97 98616 1.97
20/06/2014 -1000 0.02 97616 1.95
30/06/2014 -2000 0.04 95616 1.91
04/07/2014 -4000 0.08 91616 1.83
11/07/2014 -2000 0.04 89616 1.79
25/07/2014 -1 0.00 89615 1.79
01/08/2014 -853 0.02 88762 1.78
08/08/2014 -2343 0.05 86419 1.73
15/08/2014 -200 0.00 86219 1.72
05/09/2014 -3000 0.06 83219 1.66
12/09/2014 -1500 0.03 81719 1.63
30/09/2014 -2156 0.04 79563 1.59
10/10/2014 -1310 0.03 78253 1.57
17/10/2014 -1000 0.02 77253 1.55
07/11/2014 -2000 0.04 75253 1.51
14/11/2014 -1000 0.02 74253 1.49
05/12/2014 -1000 0.02 73253 1.47
12/12/2014 -2500 0.05 70753 1.42
31/12/2014 -2165 0.04 68588 1.37
16/01/2015 -3100 0.06 65488 1.31
30/01/2015 -11500 0.23 53988 1.08
06/02/2015 -15000 0.30 38988 0.78
At the End of the year 31/03/2015 0 0.00 38988 0.78
3 At the beginning of the year IN300644 SHARAD KANAYALAL 01/04/2014 57600 1.15 57600 1.15
At the End of the year 10001816 SHAH 31/03/2015 0 0.00 57600 1.15
4 At the beginning of the year IN300476 HIRJI EDDIE 01/04/2014 49171 0.98 49171 0.98
Date wise Increase/Decrease in 40960609 NAGARWALLA 04/04/2014 500 0.01 49671 0.99
Shareholding during the financial year 11/04/2014 215 0.00 49886 1.00
18/07/2014 100 0.00 49986 1.00
At the End of the year 31/03/2015 0 0.00 49986 1.00
5 At the beginning of the year IN300476 BEHROZ HANSOTIA 01/04/2014 11117 0.22 11117 0.22
Date wise Increase/Decrease in 41571777 30/06/2014 5269 0.11 16386 0.33
Shareholding during the financial year 04/07/2014 8768 0.18 25154 0.50
18/07/2014 7151 0.14 32305 0.65
31/07/2014 661 0.01 32966 0.66
08/08/2014 7052 0.14 40018 0.80
05/09/2014 6290 0.13 46308 0.93
12/09/2014 410 0.01 46718 0.93
19/09/2014 2922 0.06 49640 0.99
At the End of the year 31/03/2015 0 0.00 49640 0.99
6 At the beginning of the year IN300183 ANJANA SINHA 01/04/2014 20401 0.41 20401 0.41
Date wise Increase/Decrease in 10989444 20/06/2014 1700 0.03 22101 0.44
Shareholding during the financial year 18/07/2014 2100 0.04 24201 0.48
25/07/2014 1000 0.02 25201 0.50
30/09/2014 475 0.01 25676 0.51
17/10/2014 27 0.00 25703 0.51
24/10/2014 155 0.00 25858 0.52
16/01/2015 3926 0.08 29784 0.60
30/01/2015 11273 0.23 41057 0.82
06/02/2015 5200 0.10 46257 0.93
20/02/2015 150 0.00 46407 0.93
At the End of the year 31/03/2015 0 0.00 46407 0.93
7 At the beginning of the year IN300351 BALRAM THAKURDAS BHARWANI 01/04/2014 43752 0.88 43752 0.88
Date wise Increase/Decrease in 10046000 20/06/2014 -2752 0.06 41000 0.82
Shareholding during the financial year 30/06/2014 -1100 0.02 39900 0.80
04/07/2014 -400 0.01 39500 0.79
11/07/2014 -600 0.01 38900 0.78
18/07/2014 -3800 0.08 35100 0.70
25/07/2014 -2603 0.05 32497 0.65
31/07/2014 -1097 0.02 31400 0.63
08/08/2014 -1700 0.03 29700 0.59
05/09/2014 -200 0.00 29500 0.59
12/09/2014 -400 0.01 29100 0.58
31/10/2014 -105 0.00 28995 0.58
28/11/2014 -1595 0.03 27400 0.55
At the End of the year 31/03/2015 0 0.00 27400 0.55
8 At the beginning of the year IN302863 V SATYA NARAYANA 01/04/2014 0 0.00 0 0.00
Date wise Increase/Decrease in 10296925 09/05/2014 4906 0.10 4906 0.10
Shareholding during the financial year 16/05/2014 5094 0.10 10000 0.20
13/06/2014 4951 0.10 14951 0.30
20/06/2014 4607 0.09 19558 0.39
30/06/2014 5236 0.10 24794 0.50
04/07/2014 11683 0.23 36477 0.73
11/07/2014 4212 0.08 40689 0.81
18/07/2014 2961 0.06 43650 0.87
25/07/2014 100 0.00 43750 0.88
15/08/2014 -1337 0.03 42413 0.85
05/09/2014 -11813 0.24 30600 0.61
At the End of the year 31/03/2015 0 0.00 30600 0.61
9 At the beginning of the year IN300644 MITA DIPAK SHAH 01/04/2014 35000 0.70 35000 0.70
At the End of the year 10001793 31/03/2015 0 0.00 35000 0.70
10 At the beginning of the year IN301225 CHANDRAMOHAN DEWANI 01/04/2014 20825 0.42 20825 0.42
At the End of the year 10080178 31/03/2015 0 0.00 20825 0.42
11 At the beginning of the year IN301330 SPRIT TEXTILES PVT LTD 01/04/2014 19800 0.40 19800 0.40
At the End of the year 21257399 31/03/2015 0 0.00 19800 0.40
12 At the beginning of the year 12010900 MOTILAL OSWAL 01/04/2014 19200 0.38 19200 0.38
Date wise Increase/Decrease in 01320629 FINANCIAL SERVICES LIMITED 30/05/2014 -500 0.01 18700 0.37
Shareholding during the financial year 11/07/2014 -18700 0.37 0 0.00
30/01/2015 18700 0.37 18700 0.37
06/02/2015 25 0.00 18725 0.37
06/03/2015 -25 0.00 18700 0.37
20/03/2015 -12555 0.25 6145 0.12
At the End of the year 31/03/2015 0 0.00 6145 0.12
13 At the beginning of the year IN300888 RAVI VINCENT CUNHA 01/04/2014 18995 0.38 18995 0.38
At the End of the year 13850706 31/03/2015 0 0.00 18995 0.38

(v) Shareholding of Directors & KMP

Sl. No. Share holding at the beginning of the Year Cumulative Share holding during the year
For Each of the Directors & KMP No. of Shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 0.00 0.00
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc) NO CHANGE NO CHANGE NO CHANGE NO CHANGE
At the end of the year 0.00 0.00

V INDEBTEDNESS

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 556400344 122050000 73959000 752409343
ii) Interest due but not paid - 7153012 794421 7947433
iii) Interest accrued but not due - - 3274075 3274075
Total (i+ii+iii) 556400344 129203012 78027496 763630852
Change in Indebtedness during the financial year
Additions 979755140 122270473 4243000 1106268613
Reduction 1026298959 71686087 28121000 1126106046
Net Change (46543819) 50584386 (23878000) (19837433)
Indebtedness at the end of the financial year
i) Principal Amount 509856525 170537455 50081000 730474980
ii) Interest due but not paid - 9249943 807811 10057754
iii) Interest accrued but not due - - 3895538 3895538
Total (i+ii+iii) 509856525 179787398 54784349 744428272

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl. No. Particulars of Remuneration

Name of the MD/WTD/Manager

Total Amount
1 Gross salary N.P.DEODHAR R.K.DEHERKAR
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 1580000 1252003 2832003
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 211290 211290
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 NIL NIL NIL
2 Stock option NIL NIL NIL
3 Sweat Equity NIL NIL NIL
4 Commission as % of profit others (specify) NIL NIL NIL
5 Others please specify NIL NIL NIL
Total (A) Ceiling as per the Act 1791290 1252003 3043293

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of the Directors Total Amount
1 Independent Directors A.G.JOSHI J.N.DEO S.K.HAJELA
(a) Fee for attending board committee meetings 135000 135000 45000 315000
(b) Commission NIL NIL NIL NIL
(c) Others please specify NIL NIL NIL NIL
Total (1) 135000 135000 45000 315000
2 Other Non Executive Directors P.S.DEODHAR A.P.DEODHAR
(a) Fee for attending board committee meetings 75000 60000 135000
(b) Commission NIL NIL NIL
(c) Others please specify. NIL NIL NIL
Total (2) 75000 60000 - 135000
Total (B)=(1+2) Total Managerial Remuneration Overall Cieling as per the Act. 210000 195000 45000 450000

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

Sl. No. Particulars of Remuneration Key Managerial Personnel Total
1 Gross Salary CEO Secretary Company CFO Total
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961.
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961
2 Stock Option
3 Sweat Equity

N . A

4 Commission as % of profit others specify
5 Others please specify
Total

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/NCLT/Court) Appeall made if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment

NIL

Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

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