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Arex Industries Ltd.

BSE: 526851 Sector: Industrials
NSE: N.A. ISIN Code: INE480H01011
BSE LIVE 14:51 | 09 Dec 74.10 -3.90
(-5.00%)
OPEN

78.00

HIGH

78.00

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74.10

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 78.00
PREVIOUS CLOSE 78.00
VOLUME 40
52-Week high 99.70
52-Week low 43.00
P/E 8.84
Mkt Cap.(Rs cr) 29.34
Buy Price 74.10
Buy Qty 65.00
Sell Price 81.35
Sell Qty 100.00
OPEN 78.00
CLOSE 78.00
VOLUME 40
52-Week high 99.70
52-Week low 43.00
P/E 8.84
Mkt Cap.(Rs cr) 29.34
Buy Price 74.10
Buy Qty 65.00
Sell Price 81.35
Sell Qty 100.00

Arex Industries Ltd. (AREXINDS) - Director Report

Company director report

To

The Members

Your Directors are pleased to present their 26th Annual Report together withthe Audited Statement of Accounts of the Company for the year ended on 31stMarch 2015.

FINANCIAL RESULTS

(Amount in Rupees)
31.03.2015 31.03.2014
Revenue from Operations (Net of Excise Duty) 330365500 316942802
Profit before Depreciation & Amortisation Expenses and Finance Cost 78932669 84112162
Less : Finance Cost 7653810 10695341
Depreciation & Amortisation Expenses 31343450 40497611
Profit before Tax 39935409 32919210
Tax Expenses - Current Taxation 16200000 17300000
Deferred Tax (3270000) (6600000)
Add/(Less) : MAT Credit Entitlement
(Excess)/Short Provision of tax of earlier years 133850 244809
Profit for the year 26871559 21974401
Surplus brought forward from previous year 101931974 84125906
Profit available for Appropriation 128803533 106100307
Proposed Dividend 3562830 3562830
Tax on Proposed Dividend 712360 605503
Balance Carried to Balance Sheet 124528343 101931974

OPERATION

During the year under review the performance of the Company has been satisfactorydespite adverse market conditions. However your Company continued to enjoy marketreputation and sustained its growth. The Company’s sales was increased by 4.21% overthe previous year’s sales. The Company also continued to explore overseas marketopportunities and received good response. The exports amounted to Rs. 13034892/- i.e.increase of 30% over the previous year’s exports. There was heavy fluctuation inforeign exchange rates with a gain of Rs. 59600/-. The raw material prices fuel chargesand other overheads continued to increase. However the Company has sustained its earningsof Rs. 26871559/-i.e. increase of about 22.29% over the previous year’s profit.

The Company has undertaken capacity expansion project with modernization upgradationinstallation of high tech machineries and supporting systems for total outlay of about Rs.12.50 Crores in view of the prospective markets. This project is under implementation andis expected to be completed by September 2016.

DIVIDEND

Your Directors are pleased to recommend dividend at 9% (i.e. Re.0.90 per share) out ofthe current profits and balance out of the surplus in the profit and loss Account subjectto approval of the members in their ensuing Annual General Meeting. The final dividend ifdeclared will absorb an outflow of Rs. 3562830/- towards dividend amount and Rs.712360/- towards dividend distribution tax. The requisite provision for dividend hasbeen made in the accounts for the year ended 31st March 2015.

FINANCE

The Company continued to avail financial assistance to finance its present andexpansion on hand.

PUBLIC DEPOSITS

The Company has not accepted any deposit within the meaning of the provisions ofSection 2(31) and 73 to 76 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014. There is no deposit outstanding as on the commencement of thesaid Act.

INSURANCE

All the assets of the Company including buildings plant and machineries and stocks areadequately insured.

DIRECTORATE/KMPs

Shri Dinesh A Bilgi (DIN:00096099) has been appointed as Managing Director cum ChiefFinancial Officer Shri Neel D Bilgi (DIN:00096180) and Shri Chirag D Bilgi (DIN:02094970)have been appointed as Managing Directors and Shri Pragnesh K Shah (DIN:00228223) has beenappointed as Whole Time Director of the Company.

Shri Vasant R Shah (DIN:00371634) and Shri Pragnesh K Shah (DIN:00228223) are due toretire by rotation as Directors at the ensuing Annual General Meeting and are eligible forre-appointments. They have also offered themselves for re-appointments.

Smt Kairavi Neel Bilgi Company Secretary of the Company having Membership No. A21519has resigned with effect from 19th May 2015.

INDEPENDENT DIRECTORS

As per the provisions of Section 149 of the Companies Act 2013 the IndependentDirectors have confirmed and declared that they are not disqualified to act as independentdirectors and the Board is also of the opinion that the Independent Directors fulfill allthe conditions specified in the Companies Act 2013 making them eligible to act asIndependent Directors. One separate meeting of the Independent Directors was held on23.12.2014.

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act 2013 a structuredquestionnaire was prepared after taking into account various aspects like- companyperformance contribution of individual directors composition of Board and committeesperformance of duties culture obligations risk management etc. for evaluation process.The Board noted that all directors have understood the opportunities and risks to theCompany’s strategy with good balance between the core values of the Company and theinterest of the stakeholders. The Board also evaluated performance of the variouscommittees and concluded with satisfaction. The Board expressed their satisfaction for theabove evaluation process.

PARTICULARS OF EMPLOYEES

There was no employee covered under the purview of Section 134(3)(q) of the CompaniesAct 2013 read with the Companies (Companies Appointment and Remuneration of ManagerialPersonnel) Rules 2014 except Managerial Personnel.

Information required under the provisions of Section 197(12) of the Companies Act 2013read with the Companies (Companies Appointment and Remuneration of Managerial Personnel)Rules 2014 is given by way of an Annexure to this Report.

CHANGES IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act 2013 theDirectors hereby state that: i) in the preparation of annual accounts for the financialyear ended March 31 2015 the applicable accounting standards have been followed alongwith proper explanation relating to material departures; ii) the directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the 31st March 2015 and of the profits of the Company forthe year ended on that date; iii) the directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions ofCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv) the directors have prepared the annualaccounts on a going concern basis. v) the directors had laid down internal controls to befollowed and such internal controls are adequate and were operating effectively. vi) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ORDERS BY REGULATORS COURTS OR TRIBUNALS

No significant and/or material orders were passed by any Regulator Court or Tribunalimpacting the going concern status and the Company’s operations in future.

COMPANY’S POLICIES

Code of Conduct

All Directors Key Managerial Personnel and Senior Management of the Company haveconfirmed compliance with the code of conduct applicable to the Directors and employees ofthe Company. The Directors have confirmed compliance with the provisions of Section 164 ofthe Companies Act 2013.

Other Policies

Company’s Policy on Remuneration Whistle Blower Risk Management CorporateSocial Responsibility (CSR) are finalized in accordance with applicable laws. The Companyhas voluntarily donated Rs. 100000/- to Hare Krishna Movement Ahmedabad (CharitableTrust) and Rs. 30000/ - for miscellaneous charitable activities.

BOARD MEETINGS

The details regarding Board Meetings are given in the Report on Corporate Governanceforming part of this Report.

INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate internal control system to ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thosetransactions are authorized recorded and reported correctly.

EXTRACT OF ANNUAL RETURN

As required under the provisions of Section 92 (3) of the Companies Act 2013 anextract of Annual Return in Form MGT-9 is given by way of an Annexure forming part of thisReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has been taking steps for optimum utilisation of power and fuel. Theinformation as required under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is given by way of Annexure forming part of this Report.

MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE

The Company focuses on good Corporate Governance. The Company has implemented acombination of mandatory & voluntary conditions of Clause 49 of the Listing Agreementof the BSE Ltd Mumbai pertaining to Corporate Governance. A detailed note on CorporateGovernance and Auditor’s Certificate confirming compliance of the CorporateGovernance requirements by the Company are given by way of an annexure forming part ofthis Report.

RELATED PARTY TRANSACTIONS

All the transactions entered with related party during the year under review were onarm’s length basis and in the ordinary course of business. Hence these transactionswere outside the purview of the provisions of Section 188 of the Companies Act 2013.However details of such transactions i.e. purchases lease services etc. are given inthe Notes to the Financial Statements for the year ended on 31st March 2015.

LOANS GUARANTEES AND INVESTMENT

The Company has not granted any inter-corporate loan given guarantee or provided anysecurity for availing loan by other Company. However the Company has made investments inother Companies aggregating to Rs. 260600/- as per the Note No.10 to the FinancialStatement for the year ended on 31st March 2015.

ENVIRONMENT AND SAFETY

The Company is conscious of importance of clean and safe mode of operations. Furtheras required under the provisions of Sexual Harassment (Prevention Prohibition andRedressal) Act 2013 the Company has formulated and implemented a policy on prevention ofsexual harassment at workplace. There is no such complaint lodged during the year.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder a Secretarial Audit Report is given by way of an annexure forming part of thisReport.

AUDITORS

M/s C R Sharedalal & Co. Chartered Accountants Ahmedabad retires as the StatutoryAuditors at the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment and have indicated their willingness to act as Auditors if appointed. TheCompany has obtained written consent and certificate as required under the provisions ofSection 139 of the Companies Act 2013. You are requested to consider theirre-appointment.

The Auditors observations read with the notes to the Accounts are self-explanatory.

ACKNOWLEDGEMENTS

The Board of Directors of the Company appreciates the continuous & comprehensivesupport and cooperation by the Company’s bankers shareholders customers suppliersand other business associates.

Your Directors place on record their deep appreciation for contribution and devotedservices of the employees at all levels.

Regd Office: For and on behalf of the Board
612 GIDC Estate
Chahtral Tal : Kalol Dinesh A Bilgi
Dist : Gandhinagar-382 729 Mg Director/CFO
Date : 10th August 2015 DIN:00096099

Annexure – "A"

INFORMATION AS REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OFTHE DIRECTORS’ REPORT FOR THE YEAR ENDED ON 31st MARCH 2015.

A. Conservation of Energy:

(a) Steps taken or impact on conservation of energy The Company always emphases conservation and reduction in consumption of energy. The Company generates green energy through its 1.6MW wind turbine generators and consequent reduction of consumption of energy.
(b) Steps taken for utilizing alternate source of energy
(c) Capital investment on energy conservation equipment D.G. Sets of 400 KVA have been installed as stand by for continuous power supply
(d) Total energy consumption and energy consumption per unit of production As per Form A

Form A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

2014-15 2013-14
Power and Fuel Consumption
Electricity Purchased Unit 3058380 3086052
Total Amount (Rs.) 20418838 19809800
Rate/Unit 6.68 6.42
Avg. KWH Consumption per million Units 6479 6444
Electricity Generated from Windmill - KWH 2375296 2318553
Wheeling of Electricity Generated - KWH 2137766 2086697

Form B

B. Technology Absorption

(1) Efforts made towards technology absorption The Company utilizes indigenously developed production technology. The technology has already been fully absorbed.
(2) Benefits derived like product improvement cost reduction product development or import substitution
(3) In case of imported technology. (imported during the last 3 years)
a) Details of Technology imported
b) Year of Import N. A.
c) Has technology been absorbed
d) If not fully absorbed areas where this has not taken place & reasons thereof and
(4) The expenditure incurred on Research & Development The Company does not have separate R&D activities and hence separate expenses are not worked out.

C. Foreign Exchange Earnings and Outgo

(i) Foreign Exchange Used
a) Import of Raw Material : Rs. 3479384/-
b) Import of Capital Goods : Rs. 2484663/-
c) Import of Stores & Spares : Rs. 5159416/-
d) Travelling : Rs. 57808/-
e) Commission & Others : Rs. 1101840/-
ii) Foreign Exchange Earned on account of exports : Rs. 13034892/-

 

For and on behalf of the Board
Dinesh A Bilgi
Mg Director/CFO
Date : 10th August 2015 DIN:00096099

Annexure – "B" Form MR-3

SECRETARIAL AUDIT REPORT

for the financial year ended on 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

The Members

AREX INDUSTRIES LIMITED

Chhatral

We have conducted the secretarial audit of compliance of applicable statutoryprovisions and the adherence to good corporate practices by Arex Industries Ltd(hereinafter called ‘the Company’). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our 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 authorised representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial period ended on 31st March 2015generally complied with the statutory provisions listed hereunder and also that theCompany has proper Board-process and compliance mechanism in place to the extent in themanner and subject to reporting hereinafter:

We have examined the books papers minute books forms and returns and other recordsmade available to us and maintained by the Company for the financial year ended on 31stMarch 2015 according to the provisions of:

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

(ii) The Securities Contract (Regulation) Act 1956 (SCRA) and the Rules madethereunder

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

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

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2012;

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

(c) The Securities and Exchange Board of India (Registrars to Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with clients.

(v) Other laws applicable specifically to the Company as per the representation made bythe Company.

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

(a) The Secretarial Standards issued by the Institute of Company Secretaries of India(Not applicable for the financial year 2014-15).

(b) Listing Agreement entered into by the Company with the BSE Ltd Mumbai

During the period under review and as per the explanation clarification and therepresentation made by the Management the Company has generally complied with theprovisions of the Act Rules Regulations Standards etc. mentioned above.

As informed the Company has responded notices for demands claims penalties levied bythe various statutory and regulatory authorities and also initiated actions for correctivemeasures wherever necessary.

We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the yearwere carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and system existsfor seeking and obtaining further information and clarification on agenda items before themeeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

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 compliancewith applicable laws rules regulations and guidelines.

We further report during the audit period the members of the Company have passedspecial resolutions u/s 180(1)(a) and (c) empowering Board of Directors to sell lease orotherwise dispose of etc. of assets of the Company and to borrow monies.

The Report is to be read with our letter of even date which is annexed herewith andforms an integral part of this Report.

Place : Ahmedabad CS Narendra B Shah CS Abraham Pingle
Date : 10.08.2015 FCS 3233 CP2168 ACS32671 CP13206

The Members

Arex Industries Ltd

Chhatral

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

1. Maintenance of secretarial record is the responsibility of management of ArexIndustries Ltd (the company). Our responsibility is to express an opinion on thesesecretarial records based on our audit.

2. We have followed the audit practises and process 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. We believe that the process and practises we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Where ever required we have obtained management representation about the complianceof laws rules and regulations and happening of an events etc.

5. The Company has not forwarded copies of financial statements for FY 2013-14 promptlyto the BSE Ltd as required under the provisions of Clause 31 of the Listing Agreement.

6. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

7. The secretarial audit report is neither an assurance as to future viability of thecompany nor of the efficiency or effectiveness with which the management has conducted theaffairs of the company.

Place : Ahmedabad CS Narendra B Shah CS Abraham Pingle
Date : 10.08.2015 FCS 3233 CP2168 ACS32671 CP13206

FORM NO. MGT-9 Annexure "C"

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2015 (Pursuant to Section 92(3) of the CompaniesAct 2013

and rule 12(1) of the Companies (Management & Administration) Rules 2014)

I. REGISTRATION & OTHER DETAILS :

CIN L99999GJ1989PLC012213
Registration Date 10th May 1989
Name of the Company AREX INDUSTRIES LIMITED
Category / Sub-Category of the Company Public Company / Company limited by Shares
Address of the Registered office and contact details 612 GIDC Industrial Estate Chhatral Tal. : Kalol Dist. : Gandhinagar – 382729
Gujarat India Phone : 02764-233636 Fax : 02764-233635
Email : mail@arex.co.in
Whether listed company Yes / No Yes
Name Address and Contact details of Sharepro Services (India) Private Limited 416-420 4th Floor Devnandan Mall
Registrar and Transfer Agent if any Opp. Sanyash Ashram Ellisbridge Ahmedabad – 380006
Tel : 079-26582381 to 84 Fax : 079 – 26582385
Email : sharepro@shareproservices.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. No. Name and Description of main products / services NIC Code of the Product / Service % to total turnover of the Company
1 Manufacture of other Textile Materials 1729 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

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

IV. SHAREHOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding :

Category of Shareholder No. of Shares held at the beginning of the year [As on 31.03.2014] No. of Shares held at the end of the year [As on 31.03.2015] % of Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
(A) PROMOTERS
1 Indian
(a) Individuals/HUF 1974270 640400 2614670 66.04 2349597 236100 2585697 65.32 -0.72
(b) Central
Government
(c) State
Government
(c) Bodies Corporate
(d) Banks/FI
(e) Any Others
Sub Total(A)(1) 1974270 640400 2614670 66.04 2349597 236100 2585697 65.32 -0.72
2 Foreign
(a) NRI-Individual
(b) Other-Individual
(c) Bodies Corporate
(d) Banks/FI
(e) Any Others
Sub Total(A)(2)
Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 1974270 640400 2614670 66.04 2349597 236100 2585697 65.32 -0.72
(B) Public
shareholding
1 Institutions 3700 3700 0.09 3700 3700 0.09
(a) Mutual Funds
(b) Banks/FI
(c) Central Government
(d) State Government
(e) Venture Capital Funds
(f) Insurance Companies
(g) FIIs
(h) Foreign Venture Capital Funds
(i) Any Other (specify)
Sub-Total (B)(1) 3700 3700 0.09 3700 3700 0.09
2 Non-institutions
(a) Bodies Corporate
I Indian 105812 29800 135612 3.43 106786 29700 136486 3.45 0.02
II Overseas
(b) Individuals
I Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh 310548 600600 911148 23.02 298552 562190 860742 21.74 -1.28
II Individual share- holders holding nominal share capital in excess of Rs. 1 lakh. 209440 84030 293470 7.42 308215 63730 371945 9.40 1.98
(c) Any Other (NRI) 100 100 0.002 130 130 0.003 0.001
Sub-Total (B)(2) 625900 714430 1340330 33.87 713683 655620 1369303 34.59 0.72
(B) Total Public Shareholding (B) = (B)(1)+(B)(2) 625900 718130 1344030 33.96 713683 659320 1373003 34.68 0.72
(C) Shares held by Custodians and against which Depository Receipts have been issued
GRAND TOTAL (A)+ (B)+(C) 2600170 1358530 3958700 100.00 3063280 895420 3958700 100.00

(ii) Shareholding of Promoters

Sr. No. Shareholder's Name Shareholding at the beginning of the year (01.04.2014) Shareholding at the end of the year (31.03.2015) % of 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 Dinesh Apparao Bilgi 679710 17.17 12.36 782810 19.77 12.36 2.60
2 Rajendra Apparao Bilgi 100000 2.53 -2.53
3 Bhavna Dinesh Bilgi 178020 4.50 4.45 178020 4.50 4.45
4 Chirag D Bilgi 166650 4.21 4.21 166650 4.21 4.21
5 Neel D Bilgi 166200 4.20 4.20 166200 4.20 4.20
6 Minor Aashna D Bilgi 190000 4.80 190000 4.80
7 Neel Dinesh Bilgi (HUF) 700 0.02 700 0.02
8 Chirag Dinesh Bilgi
(HUF) 700 0.02 700 0.02
9 Laxman C Tilani 78500 1.98 78500 1.98
10 Meeta Laxman Tilani 55000 1.39 64600 1.63 0.24
11 Uttam Ravji Shah (HUF) 108400 2.74 63900 1.61 -1.13
12 Vasant Ravji Shah (HUF) 92200 2.33 92200 2.33
13 Dinesh A Bilgi (HUF) 182200 4.60 4.60 182200 4.60 4.60
14 Pragnesh Kantilal Shah 31100 0.79 31100 0.79
15 Anilkumar Bilgi 2500 0.06 -0.06
16 Anil Bilgi 400 0.01 -0.01
17 Ronak Bilgi 200 0.01 -0.01
18 Jayesh Laxman Tilani 35000 0.88 35000 0.88
19 Akansha Laxman Tilani 7500 0.19 7500 0.19
20 Meeta Laxman Tilani 9600 0.24 -0.24
21 Tuslabi Chetandas Tilani 11500 0.29 -0.29
22 Haresh Lalchand Tilani 52500 1.33 52498 1.33
23 Pradeep Lalchand Tilani 32500 0.82 32500 0.82
24 Pradeep Lalchand Tilani 25000 0.63 25000 0.63
25 Lalchand Tilani 3000 0.08 3000 0.08
26 Lalchand Chetandas Tilani 1090 0.03 120 0.002 -0.028
27 Nirmala Lalchand Tilani 56300 1.42 39799 1.01 -0.41
28 Kala Manoj Shah 89400 2.26 89400 2.26
29 Manoj Uttam Shah 1000 0.03 44500 1.12 1.09
30 Sushila Harkhchand Shah 35500 0.90 35500 0.90
31 Premal Vasant Shah 11000 0.28 37500 0.95 0.67
32 Hiren Vasant Shah 9000 0.23 32800 0.83 0.60
33 Manoj U Shah 8300 0.21 -0.21
34 Premal Vasant
Shah 26500 0.67 -0.67
35 Hiren Vasant Shah 23800 0.60 -0.60
36 Manoj Uttam Shah 43200 1.09 52500 1.33 0.24
37 Harkhchand Ravji Shah 100500 2.54 100500 2.54
Total 2614670 66.04 29.82 2585697 65.32 29.82

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

Sr. No. 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
1 At the beginning of the year 2614670 66.04 2614670 66.04
2 Date wise Increase/Decrease in Promoter Shareholding during the year specifying the reason for increase / decrease (eg. Allotment/transfer/bonus/sweat equity etc.)
2.1 23.06.2014 – Inter-se Transfer within Promoter Group 103100 2.60 2614670 66.04
2.2 30.09.2014 – Individual was transferred from Promoter Group to Public Shareholding Group 11500 0.29 2603170 65.75
2.3 29.12.2014 – Inter-se Transfer within Promoter Group 43800 1.11 2603170 65.75
2.4 23.03.2015 – Inter-se Transfer within Promoter Group 44500 1.12 2603170 65.75
2.5 January to March 2015 – Shares sold by some Individuals of the Promoter Group 17473 0.44 2585697 65.31
3 At the end of the year 2585697 65.31 2585697 65.31

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

Sr. No. Shareholder's Name Shareholding at the beginning of the year (01.04.2014) Shareholding at the end of the year (31.03.2015)
No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Manoj Agarwal 105322 2.66 203467 5.14
2 ANC System Private Limited 100060 2.53 100060 2.53
3 Satya Prakash Mittal 57166 1.44 28148 0.71
4 Umesh Divyakant Desai 30630 0.77 30630 0.77
5 Dinesh B Patel 18130 0.45 18130 0.45
6 Sachin A Barad 16500 0.42 17410 0.44
7 Ashok Maganlal Shah 16322 0.41 13260 0.34
8 Dharmendra J Dodia 15300 0.39 15300 0.39
9 Rajesh R Patel 13300 0.34 13300 0.34
10 Birla International Private Limited 11600 0.29 11600 0.29

(v) Shareholding of Directors and Key Managerial Personnel :

Sr. No. Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year (01.04.2014) Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares the Company % of total shares of the Company
1 Dinesh A Bilgi (Managing Director & Chief Financial Officer) 679710 17.17 782810 19.77
2 Neel D Bilgi (Managing Director) 166200 4.20 166200 4.20
3 Chirag D Bilgi (Managing Director) 166650 4.21 166650 4.21
4 Pragnesh K Shah (Whole-time Director) 31100 0.78 31100 0.78
5 Laxman C Tilani (Non Executive – Non Independent Director) 78500 1.98 78500 1.98
6 Vasant R Shah (Non Executive – Non Independent Director)
7 Dinesh H Pande (Independent Director) 5400 0.14 5400 0.14
8 Balkrishna I Makwana (Independent Director) 10 0.0002
9 Harsha H Parikh (Independent Director) 10 0.0002
10 Kairavi N Bilgi (Company Secretary) 100 0.002

V. INDEBTEDNESS

(Rs. In lacs)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 441.66 205.00 646.66
ii) Interest due but not paid
iii) Interest accrued but not due 5.41 5.41
Total (i + ii + iii) 447.07 205.00 652.07
Change in Indebtedness during the financial year
• Addition +33.74 +200.14 +233.88
• Reduction -257.96 -405.14 -663.10
Net Change -224.22 -205.00 -429.22
Indebtedness at the end of the financial year
i) Principal Amount 217.44 NIL 217.44
ii) Interest due but not paid
iii) Interest accrued but not due 4.84 4.84
Total (i + ii + iii) 222.28 222.28

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(Rs. In lacs)

Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount
Shri Dinesh A Bilgi – Managing Director Shri Neel D Bilgi – Managing Director Shri Chirag D Bilgi – Managing Director Shri Prangesh K Shah – Whole time Director
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 37.72 37.72 37.95 4.24 117.63
(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
3 Sweat Equity
4 Commission
• As % of profit
• Others specify
5 Others please specify (Incentive) 33.27 33.27 33.27 1.00 100.81
Total (A) 70.99 70.99 71.22 5.24 218.44
Ceiling as per the Act 84.00 84.00 84.00 84.00 336.00

B. Remuneration to other Directors :

(Rs. In lacs)
Sr. No. Particulars of Remuneration Name of the Directors Total Amount
Shri Balkrishna I Makwana - Independent Director Shri Dinesh Harishchandra Pande - Independent Director Smt Harsha Hemantkumar Parikh - Independent Director
1 Independent Directors
• Fee for attending board / committee meetings 0.40 0.30 0.20 0.90
• Commission
• Others please specify
Total (1) 0.40 0.30 0.20 0.90
Shri Laxman Chetandas Tilani – Non Executive & Non Independent Director Shri Vasant Ravji Shah – Non Executive & Non Independent Director
2 Other Non-Executives Directors
• Fee for attending board / committee meetings 0.40 0.40 0.80
• Commission
• Others please specify
Total (2) 0.40 0.40 0.80
Total (B) = (1+2) 1.70

Total Managerial Remuneration Overall ceilings as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD :

Sr. No. Particulars of Remuneration Key Company Secretary Managerial Personnel CFO (Dinesh A Bilgi is the Managing Director and CFO) Total
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 1.68 37.72 39.4
(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
3 Sweat Equity
4 Commission
• As % of profit
• Others specify
5 Others please specify 33.27 33.27
Total (A) 1.68 70.99 72.67

Ceiling as per the Act

VII. PENALTIES / PUNISHMENTS / COMPOUNDING OF OFFENCES :

Type Section of the Companies Brief Description Act Details of Penalty / Punishment/Compounding Authority [RD/NCLT/ COURT] fees imposed Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

Annexure "E"

Disclosure in the Board’s Report under Rule 5 of Companies (Appointment &Remuneration) Rules 2014

Director’s Name Ratio to mean remuneration
(i) The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2014-15 Mr. Dinesh A Bilgi MD & CFO 39.56 :1
Mr. Neel D Bilgi MD 39.56 :1
Mr. Chirag D Bilgi MD 39.69 :1
Mr. Pragnesh K Shah WTD 2.92:1
(ii) The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any of the financial year 2014-15 compared to 2013-14 Director’s/CFO/CEO/CS/Mgr Name % age increase in remuneration
Mr. Dinesh A Bilgi MD & CFO 305.80
Mr. Neel D Bilgi MD 305.80
Mr. Chirag D Bilgi MD 307.10
Mr. Pragnesh K Shah WTD 15.70
Ms. Kairavi Bilgi – CS (resigned on 19.05.2015) NIL
(iii) Percentage increase in the median remuneration of employees in the financial year 2014-15 compared to 2013-14 9.9%
(iv) Number of permanent employees on the roll of the Company As on 31.03.2015 As on 31.03.2014
256 222
(v) Explanation on the relationship between average increase in remuneration and the company performance **
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company **
(vii) Variation in Details

31.03.2015

31.03.2014
Market Capitalization

Rs. 15.04 Crs

Rs. 6.37 Crs
Price Earning Ratio

5.60

2.90
% Increase / Decrease of market quotations

136%

Net Worth of the Company

Rs. 16.75 Crs

Rs. 14.49 Crs
(viii) Average percentile increase in salaries of During 2013-14

During 2014-15

Employees other than managerial personnel

9.9%

(ix) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company Name of Key Managerial Personnel

Remuneration for the years ended

Reason against performance of the Company**
31.03.2015 31.03.2014 % change
Mr Dinesh A Bilgi MD & CFO 70.99 lacs 17.50 lacs 305.80
Mr Neel D Bilgi MD 70.99 lacs 17.50 lacs 305.80
Mr Chirag D Bilgi MD 71.22 lacs 17.50 lacs 307.10
Mr Pragnesh K Shah WTD 5.24 lacs 4.53 lacs 15.70
Ms Kairavi Bilgi CS *1.68 lacs
(x) Key Parameter for any variable component of remuneration availed by the Directors **
(xi) Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess the highest paid director during the year N.A.

* part of the year only.

** Comparison is not given in view of the nature of the activities of the Company.

The Board of Directors of the Company affirms that the remuneration is as per theremuneration policy of the Company.

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