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Ashok Alco-Chem Ltd.

BSE: 524594 Sector: Industrials
NSE: ASHOKALCO ISIN Code: INE994D01010
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VOLUME 11
52-Week high 154.80
52-Week low 75.00
P/E 17.47
Mkt Cap.(Rs cr) 36
Buy Price 77.05
Buy Qty 50.00
Sell Price 79.30
Sell Qty 14.00
OPEN 79.30
CLOSE 78.55
VOLUME 11
52-Week high 154.80
52-Week low 75.00
P/E 17.47
Mkt Cap.(Rs cr) 36
Buy Price 77.05
Buy Qty 50.00
Sell Price 79.30
Sell Qty 14.00

Ashok Alco-Chem Ltd. (ASHOKALCO) - Director Report

Company director report

The Members

ASHOK ALCO-CHEM LIMITED

Your Directors present their 24 Annual Report together with the Audited FinancialStatements of your Company for the year ended March 31 2016.

FINANCIAL RESULTS AND PERFORMANCE

The following figures summaries the financial performance of your Company during theyear under review:

(Rs. in Lacs)

Standalone Consolidated
2015 - 16 2014 - 15 2015 - 16 2014 - 15
Net Sales/Income from Operations 33624.46 35119.21 33624.46 35119.21
Less : Total Expenditure 31833.24 33154.15 31833.24 33154.15
Profit/(Loss) from Operations before other
Income Interest Depreciation and Tax 1791.22 1965.06 1791.22 1965.06
Add : Other Income 327.75 385.21 327.75 385.21
Profit/(Loss) from Operations before Interest
Depreciation and Tax 2118.97 2350.27 2118.97 2350.27
Less : Interest 57.55 69.52 57.55 69.52
Profit/(Loss) from Operations before 2061.42 2280.75 2061.42 2280.75
Depreciation and Tax
Less : Depreciation 88.71 84.01 88.71 84.01
Profit/(Loss) from Operations before Tax 1972.71 2196.74 1972.71 2196.74
Less : Tax Expenses
Current Tax 660.00 780.00 660.00 780.00
Earlier Year's Tax 56.30 (54.76) 56.30 (54.76)
Deferred Tax 18.37 20.30 18.37 20.30
Net Profit/(Loss) 1238.04 1451.20 1238.04 1451.20

In the Financial Year 2015-16 the slump in the overseas market for Bauxite and thecompetitive pricing structure the profits for the trading division dipped down. Howeveryour Company was able to capitalize on the market conditions through its operationalexcellence higher efficiency and well executed strategies around product placement inniche market overseas as well in the domestic sector which resulted around 10% dip in theProfit before Taxes. As far as the Trading Division is concerned the mining policy of theNew Government needs lot of clarity with respect to the Miner owners and Mine Explorers.It is envisaged that mining policy will be made clear and business may start capitalizingit within 4-5 months from now on.

In the manufacturing vertical your Company has registered a record performance overprevious year 2014-15 despite challenging macro-economic conditions high inflationdepreciation of Indian currency against major currencies and negative business sentimentsprevailing throughout the year and across the industry. The major force was sustaineddrive and team work of the entire organization performance which remained high on agenda.This resulted into unprecedented record growth in production and capacity utilizationthroughout the year. Nonetheless to mention the key factor for the record performance wasthe induction of New Boiler having a higher capacity which improved and enhanced theefficiency of the manufacturing vertical. The performance of the chemical segmentvis-a-vis compared to previous year 2014-15 improved significantly in terms of productionand cost efficiency. Though the entry of the Chinese into the chemical industry dippedthe prices the chemical division sustained its growth in the market and the sustainedgrowth didn't deter the profitability of the Chemical segment. The profitability of yourCompany during the Fiscal year 2015-16 wasn't hampered by the ups and downs in the crudeprices at the global level.

Your Company has been overall able to achieve consistency in spite of the low demandand low pricing for traded products as well the Chemical based products during thefinancial year 2015-16. The capital expenditure was Rs 335 lacs mainly on account ofongoing expansion projects and up gradations in the chemical division. Your Company hasbeen successful in testing and approving new products at its own R&D centre to belaunched in the near future. Your Company has achieved increased capacity utilization by57% mainly on account of huge expenditure on CAPEX atomization and recoveryprocesses.Your Company in order to improve the efficiency and optimization of powerresources has envisaged in the installation of a new Steam turbine and up gradation ofcooling towers to reduce the power consumption resulting increase in profitability. TheCapex cost is Rs 300 lacs which has been arranged through Term loans.

No material changes and commitments have occurred after the close of the financial yeartill the date of this report which affects the financial position of your Company.

DIVIDEND

Considering the performance of your Company during the year under review yourDirectors are pleased to recommend a dividend of Re. 1/- (i.e. 10%) per equity share ofRs. 10/- each for the financial year ended March 31 2016. If the proposed dividend isapproved by the Members at the ensuing Annual General Meeting the total dividend payoutwill be Rs. 4600343/-. The tax on dividend payout borne by the Company will be Rs.936519/-.

TRANSFERTO GENERAL RESERVES

Your Company proposes to transfer Rs. 50000000/- to the general reserves of theCompany.

SHARE CAPITAL

The Authorized Share Capital of the Company remain unchanged at Rs.70000000/-dividedinto 5000000 Equity Shares of Rs 10/- each and 2000000 11% Preference Shares of Rs10/- each.

The Issued Subscribed and Paid-Up Equity Share Capital of the Company remain unchangedat Rs. 46003430/- divided into 4600343 Equity Shares of Rs. 10/- each.

The Company has not issued any equity shares with differential rights or bought backany of its securities during the year under review. Further it has also not issued anysweat equity/bonus shares/employee stock option plan hence the disclosures requiredthereunder are not applicable.

HOLDING COMPANY

Aura Alkalies and Chemicals Private Limited Holding Company of your Company holds2518632 Equity Shares of the Company i.e. 54.75% at the end of the year.

SUBSIDIARY / JOINTVENTURE / ASSOCIATE COMPANY

The Company acquired 10000 Equity Shares (including 6 shares through its nominee(ies)with beneficial interest held with the Company) of Ashwa Minerals Private Limited onMarch 31 2016. Accordingly it became wholly-owned subsidiary of the Company.

Ashwa Minerals Private Limited is a leading manufacturer and seller of attapulgitebased processed products in India with a well established brand "ASHWA ORC".ASHWA ORC is specially modified attapulgite suitable for edible oil refining process.ASHWA ORC has three premium grades of oil refining clay which gives excellent results inseveral types of edible oils and produce clean and quality oils.

Pursuant to provisions of Section 129(3) of the Companies Act 2013 (the Act) astatement containing salient features of the financial statements of the Company'ssubsidiary in Form AOC-1 is attached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act the audited standaloneand consolidated financial statements and other relevant documents of the Company andaudited accounts of the said subsidiary company are available on the website of theCompany www.ashokalcochem.com/InvetorUpdate.html.

The Company does not have any Associate or Joint Venture company.

PROMOTERS

During the year under review there has been no change in the shares of your Companyunder the "Promoter and Promoter Group". The present promoters of your Companyare:

Sr. No. Name No. of Shares held % to total paid up capital
1. Aura Alkalies and Chemicals Private Limited 2518632 54.75
2. Mr. Sunil Shah 1000 0.02
3. HK Dealers Private Limited 1000 0.02
Total Promoters’ holding 2520632 54.79

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Independent Directors

The following Non-Executive Directors are Independent Directors in terms of theprovisions of section 149(6) of the Companies Act 2013 read with the provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter" SEBI Regulations 2015") a) Mr. Manoj Ganatra; b) Dr. Umesh Kulkarni

The said Independent Directors are not liable to retire by rotation. They havesubmitted a declaration to the effect that they meet the criteria of Independence asprovided in Section 149(6) of the Companies Act 2013 and there has been no change in thecircumstances which may affect their status as independent director during the year.

Retirement by Rotation

Mr. Sunil Shah retires by rotation and being eligible has offered himself forre-appointment.

Non-Executive Directors

During the year there was no change in Non-Executive Directors of the Company. TheNon-Executive Directors were not paid any remuneration other than the sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

Cessation

During the year under review Mr. Sridhar Chari completed his tenure as Whole-TimeDirector of the Company on March 24 2016. He did not seek re-appointment and ceased to beWhole-Time Director / Director of the Company w.e.f. March 25 2016.

The Board places on record its appreciation for the services rendered by Mr. SridharChari during his tenure with the Company.

Induction

The Company has subsequent to the year under review appointed Mr. Purab Shah as anAdditional Director of the Company w.e.f. April 19 2016 to hold office till the ensuingannual general meeting.

Further Mr. Purab Shah has been appointed as an Executive Director & ChiefExecutive Officer of the Company for a period of two years w.e.f. April 19 2016 subjectto approval of Members at the ensuing Annual General Meeting.

The Company has received notice in writing under section 160 of the Companies Act 2013proposing appointment of Mr. Purab Shah as Executive Director. The Board recommends hisappointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel (KMP) of the Company:

a) Mr. Purab Shah Executive Director & CEO (w.e.f. April 19 2016)
b) Mr. V. Shashidharan Chief Financial Officer;
c) Ms. Seema Gangawat Company Secretary & Compliance Officer

Consequent to cessation of Mr. Sridhar Chari as Whole-time Director he ceased as a KMPof the Company w.e.f. March 25 2016.

NUMBER OF MEETINGS OFTHE BOARD

The Board of Directors of the Company met five times during the financial year 2015-16viz. on May 11 2015 July 30 2015 November 3 2015 February 10 2016 and March 312016.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI Regulations 2015policy on Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of directors etc. has been formulated.The Nomination and Remuneration Policy has been put on the website of the Companywww.ashokalcochem.com/InvetorUpdate.html.

PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act 2013 read with Rules made thereunderand the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the evaluation of the performance of the Board of Directors Committees of the Boardand individual Directors have been carried out.

The evaluation framework for assessing the performance of Directors inter aliacomprises of the following key areas:

i. Expertise;

ii. Objectivity and Independence

iii. Guidance and support in context of the Company's operations;

iv. Understanding of the Company's business;

v. Understanding and commitment to duties and responsibilities;

vi. Willingness to devote the time needed for effective contribution to Company;

vii. Participation in discussions in effective and constructive manner at the Meetings;

viii. Responsiveness in approach;

ix. Ability to encourage and motivate the Management for continued performance andsuccess.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as per "Annexure A".

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 134(3)(c) read with 134(5) of the CompaniesAct 2013 with respect to Directors Responsibility Statement it is hereby stated that:a. in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

b. the directors have 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 as at March 31 2016 and the profit ofthe Company for the year ended on that date;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Overall the business continued to sustain resilience to the downtrend of global growthduring the financial year ended March 31 2016 reflecting a Net profit of Rs 1238.04 lacsdecline of around 14%. The production reached record levels at around 57% and envisagesconsistency in utilization of its production capacity in continuation.

Economy & Industry Scenario and Outlook

The below par performance of global economy was reflected in a continued decelerationin most emerging and developing economies driven by low commodity prices weaker capitalinflows and subdued global trade. Against this backdrop India seemed fairly resilientwith a stable domestic macro-economic conditions and currency that performed better thanmost other emerging market currencies. However a second consecutive year of drought and alow increase in support prices have led to a sharply slower growing rural economy comparedto earlier years. The Chemical industry in spite of Chinese players performed fairlyfavorably though there was deceleration in the commodity prices. Hence it is inevitablefor players to focus on broadening consistently customer base in the near future. Overallthe small players from unorganized sector have evident stiff competition compelling yourCompany to focus on improvising its margins thereon. Overall the fall prices and economydowntrend of few Asian countries has resulted stagnant exports due to unviability. Thestrategic efforts of the Management have been successful in consistent and repeated orderintake for your Company.

The global economic climate continues to be volatile uncertain and prone togeo-political risks. Week consumer sentiment and low commodity prices are expected toaffect global growth adversely. For India 2016 despite challenging global headwinds willwitness a stable macro performance. The key determinants of India's economic performanceon a long term basis will be the execution of the reforms agenda. While currentlyinflation is expected to be benign upside pressures on inflation exist from the vagariesof monsoon or due to competitive devaluation of currencies. The financial Year 2015-16witnessed few programs initiated by the Indian Government for the development ofagriculture. Ethanol blending was one of the programs but however this program led toscarcity of our raw material (Special Denatured spirit) which resulted in inconsistentpricing. Your Company envisages for addressing the challenges by strategic sourcing of rawmaterials. The Chemical industry being commodity oriented also witnessed inconsistentpricing. Your Company through its enhanced sales distribution network managed to sustainthe market pressure.

Your Company expects to continue its strategy of seeking niche markets broad customerbase overseas and domestically yielding better margins with enhanced volume growth. Thenew R&D setup is endeavoring in addition of new products and has been successful intesting the outcome. Your Company is also in the process of modifying its idle capacity tocater to the new product expansion.

Segment-wise Performance

The low demand and competitive pricing for minerals in the overseas market marginallydipped down the topline of the Trading Division by approximately 6%. However long termcontracts favored your company in sustaining the pressure of the low demand market. Yourchemical segment achieved highest volume growth in terms of production but the toplinedecline was mainly due to reduced pricing of commodity products. The profits beforeinterest and tax marginally declined owing to the low demand. However decline inprofitability was marginal as your Company managed to focus only on customers yieldinghigher margins despite existence of challenging market conditions.

Your Company's overall profit after tax for FY 2015-16 was Rs. 1238 Lacs against Rs.1451 Lacs in FY 2014-15.

OpportunitiesThreats Risks and Concerns

The increased optimization of capacity of the Chemical Division due to addition of thenew boiler and process modification your Company envisages to significantly increase itsmarket share by broadening its Customer base overseas as well as in the domestic sector.The major threat and risk to reckon with is the highly volatile pricing of one of the rawmaterials import as well as domestic. Further in addition is the risk of availability ofAlcohol our major raw material in the domestic arena due to ethanol blending programinitiated by the Government. Further the commodity orientation for your Company part ofthe highly volatile Chemical Industry faces certain threats and risks.

Financial Performance

Financial performance achieved by your Company during the year under review is asdisclosed in this Report under the head 'Financial Results and Performance'.

Internal Control Systems and Adequacy

Your Board has adopted appropriate procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

Material Developments in Human Resource / Industrial Relation front including numberof people employed

a. The number of employees for the year under review was 106. b. There were no materialdevelopments as regards human resources / industrial relations front during the periodunder review.

Credit Rating

Your Company's financial discipline and prudence is reflected in the strong creditratings ascribed by rating agency ICRA. Your Company has retained long-term rating of BBB-and short-term rating of A3. The outlook assigned on the long-term rating is stable.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunderM/s R. A. Kuvadia & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company from the conclusion of the twenty second Annual General Meeting (AGM) ofthe Company held on September 26 2014 till the conclusion of the twenty fifth AGM to beheld in the year 2017 subject to ratification of their appointment at every AGM. YourDirectors propose ratification of appointment of M/s R. A. Kuvadia & Co CharteredAccountants as statutory auditor for the year ended March 31 2017.

The Auditors Report does not contain any qualification reservation or adverse remarks.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rule 14of the Companies (Audit and Auditors) Rules 2014 M/s V. J. Talati & Co. CostAccountants having Firm Registration No. R00213 were appointed as the Cost Auditors ofthe Company to conduct the audit of Cost accounting records maintained by the Companyrelating to "Chemicals" for the FinancialYear ended March 31 2016.

The Board of Directors at its Meeting held on May 20 2016 has on the recommendationof the Audit Committee re-appointed M/s V. J. Talati & Co. Cost Accountants havingFirm Registration No. R00213 as the Cost Auditors of the Company to conduct the audit ofCost accounting records maintained by the Company relating to "Chemicals" forthe FinancialYear 2016-17 on a remuneration of Rs. 50000/- plus applicable taxes andout-of-pocket expenses payable at actual. The said remuneration is subject to theratification by the Members of the Company in terms of Section 148 of the Companies Act2013 read with the Companies (Cost Records and Audit) Rules 2014 as amended from time totime. The payment of remuneration to M/s V. J. Talati & Co. approved by the Board isaccordingly placed for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s. Jay Mehta & Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2015-16. The Secretarial Audit Report in Form MR-3 for financial year 2015-16 has beenappended as "Annexure B" to this Report.

The Secretarial Auditors contained following qualification reservation or adverseremarks:

The composition of the Board of Directors of the Company is not in accordance with theprovisions of Regulation 17(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Board's Explanation / Comments on above remarks:

The Company will work-out for a suitable option either to appoint new IndependentDirector or appoint any existing non-executive director not being a promoter or relatedto promoter as Chairman to make the Board composition as per provisions of Regulation17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board of the Directors at their Meeting held on May 20 2016 has re-appointed M/s.Jay Mehta & Associates Practicing Company Secretaries to undertake the SecretarialAudit of the Company for the financial year 2016-17.

BOARD COMMITTEES

Detailed composition of mandatory Board Committees viz. Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee number of meetings held during the year under review and otherrelated details are set out in the Corporate Governance Report which forms a part of thisReport.

VIGIL MECHANISM

The Company has a Whistle Blower Policy to provide Vigil Mechanism for employeesincluding directors of the Company to report genuine concerns about unethical behaviour.The said Policy has been uploaded on the website of the Companywww.ashokalcochem.com/InvetorUpdate.html.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENT

The details of Loans and Investment made by the Company during the year are as below:

Name of Party Nature of Transaction Amount (Rs.)
Ashapura Claytech Ltd. Loan Given 22500000
Ashwa Minerals Private Limited Investment in Equity Shares 7310000

The Company had also made investment in liquid funds which were redeemed before March31 2016. The Company has not provided any guarantee and/or securities.

TRANSACTIONSWITH RELATED PARTY

The transactions entered into by the Company with the related parties are on arm'slength basis and in the ordinary course of business and were not material in nature.Accordingly the disclosure of said transactions in requisite Form AOC-2 is notapplicable.

CORPORATE SOCIAL RESPONSIBILITY

Your Company embraces responsibility for impact of its operations and actions on allstakeholders including society and community at large. As per the requirements of theCompanies Act 2013 the Company had duly constituted Corporate Social ResponsibilityCommittee. The brief outline of the Corporate Social Responsibility (CSR) policy of theCompany and the initiative undertaken by the Company on CSR activities during the year areset out in Annexure C of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The details of composition of CSR Committeeetc. are provided under the Corporate Governance Report.

RISK MANAGEMENT POLICY

Risks can be internal and external and are inherent in all administrative and businessactivities. Formal and systematic risks have evolved and they are now regarded as goodmanagement practice also called Risk

Management. Your Directors have been entrusted with the responsibility to assist theBoard in overseeing and approving the Company's enterprise wide risk management frameworkoverseeing all the risks that the organization faces and also identify and assess adequacyof risk management infrastructure. The Company's management systems organizationalstructures processes standards code of conduct and behaviors together govern andconducts the business of the Company and manages associated risks. The Company hasintroduced several improvements and processes to drive a common integrated view of risksoptimal risk mitigation responses and efficient management of internal control andassurance activities. This integration is introduced several improvements and processes todrive a common integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wise Risk Management Internal Control andInternal Audit methodologies and processes.

EXTRACT OFTHE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureD" to this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance forms part of this Report as "Annexure-E".

A Certificate from M/s. Jay Mehta & Associates Practicing Company Secretariesconfirming compliance with the conditions of Corporate Governance as stipulated under theSEBI Regulations 2015 also forms part of the Annual Report.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 as amended from time to time.

SIGNIFICANT / MATERIAL ORDERS PASSED BYTHE REGULATORS/COURTS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has set up an Internal Complaints Committee to redress complaints receivedregarding sexual harassment in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder.

During the year under review the Company did not receive any complaint.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Rule 8 (3) of the Companies (Accounts) Rules 2014 the required detailsare as below:

Conservation of energy:

(i) The steps taken or impact on conservation of energy

Energy Conservation dictates how efficiently a company can conduct its operations. YourCompany has recognized the importance of energy conservation in decreasing the deleteriouseffects of global warming and climate change. Your Company has undertaken various energyefficient practices and has strengthened the Company's commitment towards becoming anenvironment friendly organization. The Key Initiatives towards conservation of Energywere:

• Internal periodic energy audits to improve energy performance and benchmarks.

• Commissioning of an Advance Technology environment Protecting Boiler.

• Minimising energy consumption by calculating thermodynamically feasible energytargets and optimising heat recovery systems energy supply methods and process operatingconditions through Pinch Analysis.

• Modifications of Heat Recovery systems for eliminating waste steam and therebyoptimising energy resources.

(ii)The steps taken by the Company for utilising alternate sources of energy

Major energy conservation initiatives taken for steam saving which has helped us toreduce the Coal consumption that has reduced emission of CO2 in atmosphere which helps inglobal warming. Harmonic Audit is done at the plant to identify the losses in the plantand rectify the same.

(iii)The capital investment on energy conservation equipment - Rs. 296.05 lacs(Boiler & Heat recovery Cost)

Technology absorption:

The Company's integrated new research and technology unit helps create superior valueby harnessing internal research and development skills and competencies and by innovatingin emerging technology domains related to various business.

The Company focuses on new product process modification to support existing businessand create breakthrough technologies for new business. Major Efforts made towardsTechnology Absorption developed 5 new products in R & D with successive trials.Development of New Quality Control Analyticals for R & D Support solved the debottlingof the utility Load to run the plant on full capacity.

Foreign exchange earnings and outgo

(Amount in lacs)

Total Foreign Exchange used and earned 2015 - 2016 2014 - 2015
i. Foreign Exchange used 3275.26 2644.20
ii. Foreign Exchange earned 18486.51 20257.84

ACKNOWLEDGMENT

The Board acknowledges with thanks the contributions and support received from theShareholders Government Local Authorities Financial Institutions & Banks Creditors& Suppliers Valued Customers Employees and other Stakeholders of your Company.

For and on behalf of the Board
sd/- sd/-
Place: Mumbai Purab Shah Sunil Shah
Date: August 11 2016 Executive Director & CEO Director

"ANNEXURE A"

Particulars of Employees:

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of Director Ratio to median Remuneration
Mr. Sridhar Chari Whole Time Director 13.81

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Name of Director & KMP % increase in remuneration in the financial year
Mr. Sridhar Chari Whole Time Director NIL
Mr. V. Shashidharan Chief Financial Officer 15
Ms. Seema Gangawat Company Secretary 15

c. The percentage increase in the median remuneration of employees in the financialyear:14.22%

d. The number of permanent employees on the rolls of Company:106

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

During the course of year the total increment pegged approximately at 16.50% afteraccounting for promotion and other event based compensation revisions.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.

The information required under Section 197 of the Companies Act 2013 read with Rule 5Sub-rule (2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are as below:

A) Top 10 Employees (in terms of Remuneration drawn)

Sr. No. Name of Employee Designation Remuneration Received Nature of employment (Contractual or otherwise) Date of commencement of employment Age of employee (in years) The last employement held by such employee % of equity shares held Whether relative of any director / manager of the Company
1 Mr. Sridhar Chari Whole Time Director* 3613471 Payroll 25-03-2014 53 - 0 NO
2 Mr.Purab D Shah Executive Director 2612600 Payroll 09-07-2013 39 Business 0 NO
3 Mr. Shashidharan V. CFO 1806400 Payroll 14-03-2014 46 Isagro (Asia) Pvt Ltd 0 NO
4 Mr. Shamrao D. Khot AGM Maintenance 1669800 Payroll 05-10-2015 52 Vinati Organics Ltd 0 NO
5 Mr. Shivanand S. Kalgi Sr. Production Manager 1500000 Payroll 03-02-2014 39 Eternis (erstwhile HPFL) 0 NO
6 Mr. Parshuram M. Chavan Sr. Manager QC/QA 1100004 Payroll 01-01-2015 51 BEC Chemicals 0 NO
7 Ms. Seema Gangawat Co. Secretary 888025 Payroll 01-04-2013 36 Kingfisher Airlines Limited 0 NO
8 Mr. Kishor.P. Joshi Production Manager 868860 Payroll 27-11-2006 39 Satyam Petrochem 0 NO
9 Mr. Prasad V. Alpe R & D Manager 798000 Payroll

21-11-2013

46

Aarti Industries Ltd.

0 NO
10 Mr. Kartikprasad M. Prajapati Asst. Manager Marketing 793088 Payroll 17-09-2012 37 Pornpure Chem Pvt. Ltd. 0 NO

* ceased as Whole Time Director w.e.f. March 25 2016

B) Employees drawing remuneration above specified limits - NA

"ANNEXURE B"

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

st

For The Financial Year Ended 31 March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

ASHOK ALCO-CHEM LIMITED

104 Venkatesh Chambers 1st Floor

Ghanshyam Talwatkar Marg Fort

Mumbai 400 001.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Ashok Alco-Chem 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 2016 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 the Company for the financial year ended on 31 March 2016 accordingto 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 Rules madethereunder;

(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

Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings; (Not applicable to the Company during the Audit period)

(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 andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992/2015;

(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 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014; (Not applicable to the Companyduring the Audit Period)

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

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the Audit period)

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

(i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (w.e.f. 01/12/2015).

(vi) License for Manufacturing from the Ministry of Commerce & IndustrySecretariat for Industrial Assistance and other Sector specific Act / Rules / Regulationsas applicable to the Company as per the representations made by the Management.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(w.e.f. 01/07/2015).

(ii) The Listing Agreement entered into by the Company with BSE Limited (till30/11/2015).

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

a) The composition of the Board of Directors of the Company is not in accordancewith the provisions of Regulation 17(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

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 (except asstated above). The changes in the composition of the Board of Directors that tookplace during the period under review were carried out in compliance with the provisions ofthe Act.

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

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

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

I further report that during the audit period the Company has :a) Adopted new setof Articles of Association of the Company;

b) Acquired 100% stake (including through its nominee) of M/s Ashwa Minerals PrivateLimited thereby making it as wholly-owned subsidiary of the Company.

For Jay Mehta & Associates

Company Secretaries

sd/-

Jay Mehta

Proprietor

FCS No.: 8672

C.P. No.: 8694

Date: August 11 2016

Place: Mumbai

"ANNEXURE C"

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company's CSR policy including overview of projectsor programs proposed to be undertaken and a reference to the web-link to the CSR policyand projects or programs.

Pursuant to the provisions of the Companies Act 2013 the Board of Directors of theCompany at its Meeting held on August 13 2014 has constituted Corporate SocialResponsibility Committee (CSR Committee).

The said CSR Committee formulated the Corporate Social Responsibly Policy andrecommended the same to the Board for its approval. The Board of Directors at its Meetingheld on March 30 2015 approved the said Policy which aims to support initiatives thatmeasurably improve the lives of underprivileged by one or more of the focus areas asnotified under Section 135 of the Companies Act 2013 Schedule VII and Companies(Corporate Social Responsibility Policy) Rules 2014.

The CSR Policy is available on the website of the Company and can be accessed throughthe following web link:

http://www.ashokalcochem.com/InvetorUpdate.html

2. The Composition of the CSR Committee The Company has a CSR Committee ofdirectors comprising of Mr. Manoj Ganatra Chairman of the Committee Mr. Sunil Shah andMr. Sridhar Chari Members.

3. Average net profit of the company for last three financial years for the purpose ofComputation of CSR Rs.130858987 /-

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) Rs.2617180/-

5. Details of CSR spent during the financial year. Rs. 2732750/-

a. Total amount to be spent for the financial year; Rs. 2617180/-b. Amountunspent if any - NA c. Manner in which the amount spent during the financial yearis detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)
Sr. No. CSR project or activity identified. Sector in which the Project is covered Projects or programs Amount outlay (budget) project or programs wise Amount spent on the projects or Programs Subheads: Cumulative expenditure upto to the reporting period Amount spent:
(1) Local area or other
(2) Specify the State and district where projects or programs was undertaken (1) Direct expenditure on projects or programs. (2) Overheads: Direct or through implementing agency
1 Women Empowerment and Education Promoting education including special education and employment enhancing vocational skills especially among children women elderly and the differently abled and livelihood enhancement projects. Bhuj - Kutch 1000000 1000000 1000000 Kutch Navnirman Trust
2 Medical Exps. Eradicating hunger poverty and malnutrition promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the central government for the promotion of sanitation and making available safe drinking water. Bhuj - Kutch 1500000 1500000 1500000 Kutch Navnirman Trust
3 Medical Exps. Eradicating hunger poverty and malnutrition promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the central government for the promotion of sanitation and making available safe drinking water. Mahad 232750 232750 232750 Sanjeevani Pratisthan Mahad
Total 2732750 2732750 2732750

Details of implementing agency:

Kutch Navnirman Trust is a trust based at Bhuj-Kutch Gujarat established in the year2001. The trust is involved in various welfare and social activities inter alia forrural development and women empowerment. The activities are namely women empowerment andeducation promotion of handicrafts rural development etc.

Sanjeevani Pratisthan Mahad is a social & welfare organisation and trustproviding free medical facilities in rural areas of Mahad. This organisation activelyparticipates in donation of educational and study material to all needed and poor peopleas well as provides the free medical services to the patients of old age home & to thepatients from rural areas.

6. In case the company has failed to spend the two per cent of the average netprofit of the last three financial years or any part thereof the company shall providethe reasons for not spending the amount in its Board report. - NA

7. A responsibility statement of the CSR committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.

We hereby declare that implementation and monitoring of the CSR policy are incompliance with CSR objectives and policy of the Company.

"ANNEXURE D"

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2016

[Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1)

of the Company (Management and Administration) Rules 2014]

I. REGISTRATION & OTHER DETAILS

1 CIN L24110MH1992PLC069615
2 Registration Date 18/11/1992
3 Name of the Company Ashok Alco-Chem Limited
4 Category / Sub-category of the Company Company limited by Shares / Indian Non-Government Company
st
5 Address of the Registered office & 104 Venkatesh Chambers 1 Floor
contact details Ghanshyam Talwatkar Marg Fort Mumbai - 400001
Tel. No.: 022-6144 6900/01
Email: info@ashokalcochem.com
6 Whether listed company Yes
7 Name Address & contact details of the Link Intime India Pvt. Ltd.
Registrar & Transfer Agent if any. C-13 Pannalal Silk Mills Compound L. B. S Marg
Bhandup (West) Mumbai- 400078.
Tel. No.: 022-2594 6970
Email: rnt.helpdesk@linkintime.co.in

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 Chemical Manufacturing 2411 37
2 Minerals Trading 51102 63

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
1 Aura Alkalies and Chemicals Private Limited U24299MH2008PTC188070 Holding Company 54.75 2(46)
2 Ashwa Minerals Private Limited U14290MH2011PTC219386 Subsidiary 100 2(87)

IV. A) SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 1-April-2015]

No. of Shares held at the end of the year [As on 31-March-2016]

Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual / HUF 1000 - 1000 0.02 1000 - 1000 0.02 -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 2069632 450000* 2519632 54.77 2519632 - 2519632 54.77 -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-Total (A) (1) 2070632 450000 2520632 54.79 2520632 2520632 54.79 -

 

No. of Shares held at the beginning of the year [As on 1-April-2015] No. of Shares held at the end of the year [As on 31-March-2016] %
Category of Shareholders Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares Change during the year
(2) Foreign
a) NRIs- Individuals - - - - - - - - -
b) Other - Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub-Total (A) (2):- - - - - - - - - -
Total
Shareholding of Promoter 2070632 450000 2520632 54.79 2520632 - 2520632 54.79 -
(A)=(A)(1)+(A)(2)
B. Public
Shareholding
1. Institutions
a) Mutual Funds - 100 100 0.00 - 100 100 0.00 0.00
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s)
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign
Venture Capital - - - - - - - - -
Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- - 100 100 0.00 - 100 100 0.00 0.00

 

Category of Shareholders No. of Shares held at the beginning of the year [As on 1-April-2015] No. of Shares held at the end of the year [As on 31-March-2016]
Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares % Change during the year
2. Non -
Institutions
a) Bodies Corp.
i) Indian 412038 800 412832 8.97 338614 800 339414 7.38 (1.59)
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital uptoRs. 1 lakh 749052 212850 961902 20.91 482730 - 482730 10.49 (10.42)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 658115 - 658115 14.31 919099 192450 1111549 24.16 9.85
c) Others (specify) Hindu Undivided Family - - - - 51963 - 51963 1.13 1.13
Non Resident Indians 8733 5400 14133 0.30 53614 5400 59014 1.28 0.98
Overseas Corporate Bodies - - - - - - - - -
Foreign Nationals - - - - - - - - -
Clearing Members 32623 - 32623 0.71 34941 - 34941 0.76 0.05
Trusts - - - - - - - - -
Foreign Bodies - D R - - - - - - - - -
Sub-total (B)(2):- 1860651 219150 2079711 45.21 1880961 198750 2079711 45.21 -
Total Public
Shareholding (B)=(B)(1)+(B)(2) 1860651 219150 2079711 45.21 1880961 198750 2079711 45.21 -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 3931283 669150 4600343 100.00 4401593 198750 4600343 100.00 -

* 450000 Equity Shares were allotted to Aura Alkalies and Chemicals Private Limited(Aura) on March 25 2015 pursuant to conversion of warrants into Equity Shares. The saidshares were credited in Aura’s Demat account in May 2015.

B) Shareholding of Promoter

Sr. No. Shareholder's Name Shareholding at the beginning of the year [01.04.2015] Shareholding at the end of the year [31.03.2016]
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share- holding during the year
1 Aura Alkalies and Chemicals Private Limited 2518632 54.75 - 2518632 54.75 - -
2 HK Dealers Private Limited 1000 0.02 - 1000 0.02 - -
3 Sunil Shah 1000 0.02 - 1000 0.02 - -
Total 2520632 54.79 - 2520632 54.79 - -

C) Change in Promoters' Shareholding (please specify if there is no change)

Sr. No. Particulars 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 Aura Alkalies and Chemicals Private Limited At the beginning of the year (01/04/2015) Changes during the year At the end of the year (31/03/2016)
2 HK Dealers Private Limited At the beginning of the year (01/04/2015) Changes during the year At the end of the year (31/03/2016) NO CHANGE
3 Sunil Shah At the beginning of the year (01/04/2015) Changes during the year At the end of the year (31/03/2016)

D) Shareholding Pattern of top ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs)

Sr. No. For Each of the Top 10 Shareholders 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 Kodai Investment and Trading Co. Pvt. Ltd.
At the beginning of the year (01/04/2015) 217109 4.72 217109 4.72
Changes during the year At the end of the year (31/03/2016) - - - -
217109 4.72 217109 4.72
2 Shobhna Anil Kadakia
At the beginning of the year (01/04/2015) 158303 3.44 158303 3.44
Changes during the year - - - -
At the end of the year (31/03/2016) 158303 3.44 158303 3.44
3 Anil Manilal Kadakia
At the beginning of the year (01/04/2015) 118531 2.58 118531 2.58
Acquired on 10/04/2015 500 - 119031 2.59
01/05/2015 1000 - 119531 2.60
29/05/2015 3000 - 110531 2.40
12/06/2015 2000 - 112531 2.45
19/06/2015 2000 - 114531 2.49
24/07/2015 1000 - 113335 2.46
07/08/2015 2000 - 112652 2.45
14/08/2015 2000 - 114652 2.49
19/02/2016 2000 - 106652 2.32
04/03/2016 300 - 106952 2.32
Transferred on 17/04/2015 500 - 118531 2.58
08/05/2015 1000 - 118531 2.58
15/05/2015 6000 - 112531 2.45
22/05/2015 5000 - 107531 2.34
03/07/2015 696 - 113835 2.47
10/07/2015 1500 - 112335 2.44
31/07/2015 2683 - 110652 2.41
16/10/2015 1000 - 113652 2.47
23/10/2015 1000 - 112652 2.45
06/11/2015 1000 - 111652 2.43
04/12/2015 1000 - 110652 2.41
11/12/2015 1000 - 109652 2.38
08/01/2016 5000 - 104652 2.27
At the end of the year (31/03/2016) 106952 2.32 106952 2.32
4 Sangeetha S
At the beginning of the year (01/04/2015) 67854 1.48 67854 1.48
Changes during the year - - - -
At the end of the year (31/03/2016)

67854

1.48

67854

1.48

5 Vivog Commercial Ltd.
At the beginning of the year (01/04/2015) 31909 0.69 31909 0.69
Acquired on 10/04/2015 5700 - 37609 0.82
17/04/2015 4300 - 41909 0.91
14/08/2015 10095 - 52004 1.13
Transferred on 23/10/2015 8034 - 43970 0.96
30/10/2015 762 - 43208 0.94
31/12/2015 3769 - 39439 0.86
15/01/2016 258 - 39181 0.85
29/01/2016 1472 - 37709 0.82
At the end of the year (31/03/2016) 37709 0.82 37709 0.82
6 Sneha Sinha 51650 1.12 51650 1.12
At the beginning of the year (01/04/2015) 2000 - 49650 1.08
Transferred on 27/11/2015 1500 - 48150 1.05
04/12/2015 1000 - 47150 1.02
25/12/2015 4000 - 43150 0.94
31/12/2015 13400 - 29750 0.65
08/01/2016 553 - 29197 0.63
15/01/2016 1000 - 28187 0.61
29/01/2016 28197 0.61 28197 0.61
At the end of the year (31/03/2016)
7 Chetan Navnitlal Shah
At the beginning of the year (01/04/2015) 29352 0.64 29352 0.64
Changes during the year - - - -
At the end of the year (31/03/2016) 29352 0.64 29352 0.64
8 Pratyush Mittal
At the beginning of the year (01/04/2015) 41306 0.90 41306 0.90
Transferred on 385 - 40921 0.89
17/04/2015 1511 - 39410 0.86
11/12/2015 3328 - 36082 0.78
31/12/2015 3248 - 32834 0.71
08/01/2016 180 - 32654 0.71
15/01/2016 5031 - 27623 0.60
22/01/2016 20 - 27603 0.60
29/01/2016 89 - 27514 0.60
12/02/2016 30 - 27484 0.60
04/03/2016 580 - 26904 0.58
31/03/2016 26904 0.58 26904 0.58
At the end of the year (31/03/2016)
9 Ayush Mittal
At the beginning of the year (01/04/2015) - - - -
Acquired on 17/04/2015 2550 - 2550 0.06
01/05/2015 521 - 3071 0.07
08/05/2015 33 - 3104 0.07
15/05/2015 2347 - 5451 0.12
22/05/2015 535 - 5986 0.13
29/05/2015 3013 - 8999 0.20
05/06/2015 875 - 9874 0.21
12/06/2015 1725 - 11599 0.25
10/07/2015 150 - 10863 0.24
07/08/2015 442 - 10836 0.24
14/08/2015 1750 - 12586 0.27
28/08/2015 400 - 12986 0.28
11/09/2015 1694 - 14680 0.32
18/09/2015 50 - 14730 0.32
13/11/2015 1557 - 7316 0.16
20/11/2015 1848 - 9164 0.20
04/12/2015 5916 - 15080 0.33
11/12/2015 584 - 15664 0.34
25/12/2015 2230 - 17894 0.39
31/12/2015 2379 - 20273 0.44
01/01/2016 87 - 20360 0.44
22/01/2016 150 - 20510 0.45
05/02/2016 50 - 20560 0.45
19/02/2016 300 - 20156 0.44
25/03/2016 2102 - 22258 0.48
Transferred on 19/06/2015 485 - 11114 0.24
03/07/2015 401 - 10713 0.23
31/07/2015 469 - 10394 0.23
16/10/2015 8128 - 6602 0.14
23/10/2015 843 - 5759 0.13
12/02/2016 704 - 19856 0.43
At the end of the year (31/03/2016) 22258 0.48 22258 0.48
10 Shahnaz
At the beginning of the year (01/04/2015) - - -
Acquired on 22/01/2016 31000 31000 0.67
29/01/2016 2000 - 33000 0.72
Transferred on 26/02/2016 3359 - 29641 0.64
11/03/2016 4616 - 25025 0.54
18/03/2016 1004 - 24021 0.52
31/03/2016 1800 - 22221 0.48
At the end of the year (31/03/2016) 22221 0.48 22221 0.48
11 Sathya S #
At the beginning of the year (01/04/2015) 21889 0.42 21889 0.42
Changes during the year - - - -
At the end of the year (31/03/2016) 21889 0.42 21889 0.42
12 KSA Shares and Securities Pvt. Ltd. #
At the beginning of the year (01/04/2015) 100000 2.17 100000 2.17
Transferred on 06/11/2015 16209 83791 1.82
13/11/2015 12870 70921 1.54
20/11/2015 4938 65983 1.43
27/11/2015 22087 43896 0.95
04/12/2015 17250 26646 0.58
11/12/2015 15646 11000 0.24
18/12/2015 6559 4441 0.10
01/01/2016 4441 - -
At the end of the year (31/03/2016)

-

-

-

13 Surendra Kumar Khemka #
At the beginning of the year (01/04/2015) 28631 062 28631 0.62
Acquired on 15/05/2015 455 29086 0.63
Transferred on 22/05/2015 455 28631 0.62
29/05/2015 7025 21606 0.47
05/06/2015 1670 19936 0.43
17/07/2015 2000 17936 0.39
31/07/2015 11047 6889 0.15
14/08/2015 6889 - -
At the end of the year (31/03/2016) - - -

Note: Date of Transfer and Acquisition has been considered as the date on whichdetails was provided by the Registrar and Transfer Agent to your Company # Ceased to be inthe list of top 10 Shareholder as on 31/03/2016. The same is reflected in the above listsince they were one of the Top 10 Shareholders in between of the year.

E) 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 Cumulative Shareholding during the Year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Mr. Sridhar Chari

Nil

Nil

Nil

Nil
2 Mr. Sunil Shah 1000 0.02 1000 0.02
At the beginning of the year (01/04/2015)
Changes during the year - - - -
At the end of the year (31/03/2016) 1000 0.02
3 Ms. Neeta Shah

Nil

Nil

Nil

Nil

4 Mr. Manoj Ganatra

Nil

Nil

Nil

Nil

5 Dr. Umesh Kulkarni

Nil

Nil

Nil Nil
6 Mr. V. Shashidharan

Nil

Nil

Nil

Nil

7 Ms. Seema Gangawat

Nil

Nil

Nil Nil

V) INDEBTEDNESS

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

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning
of the financial year
i) Principal Amount 111.43 - - 111.43
ii) Interest due but not paid 9.25 - - 9.25
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 120.68 - - 120.68
Change in Indebtedness during the financial year
* Addition 370.14 - - 370.14
* Reduction 111.43 - - 111.43
Net Change - - - -
Indebtedness at the end of the financial year
i) Principal Amount 379.39 - - 379.39
ii) Interest due but not paid 3.56 - - 3.56
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 382.95 - - 382.95

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 Mr. Sridhar Chari (Whole-Time Director)* Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 28.61 28.61
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 2.11 2.11
(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 (Reimbursement Exps) 8.52 8.52
Total (A) 39.24 39.24
Ceiling as per the Act 98.64 98.64

* Remuneration (net paid): Rs. 36.13 lacs.

B. Remuneration to other directors

Sr. Name of Directors
No. Particulars of Remuneration Mr. Manoj Ganatra Dr Umesh Kulkarni Mr Sunil Shah Ms. Neeta Shah Total Amount
1 Independent Directors NA NA
Fee for attending board/ committee meetings 1.53 1.53 - - 3.06
Commission - - - - -
Others please specify - - - - -
Total (1) 1.53 1.53 - - 3.06
2 Other Non-Executive Directors NA NA
Fee for attending board/ committee meetings - - 1.44 0.65 2.09
Commission - - - - -
Others please specify - - - - -
Total (2) - - 1.44 0.65 2.09
Total (B)=(1+2) 1.53 1.53 1.44 0.65 5.15
Total Managerial Remuneration NA NA NA NA NA
Overall Ceiling as per the Act NA NA NA NA NA

C. Remuneration to key managerial personnel other than MD / MANAGER/WTD

(Rs. In Lacs)

Key Managerial Personnel

Sr. No. Particulars of Remuneration CEO CS* CFO** Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 N.A. 8.68 17.00 25.68
(b) Value of perquisites u/s 17(2) Income - tax Act 1961 - 0.05 0.05 0.10
(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 - 0.15 1.01 1.16
Total N.A. 8.88 18.06 26.94

* Remuneration (net paid) to CS : Rs. 6.54 lacs. ** Remuneration (net paid) to CFO :Rs. 18.91 lacs.

** Difference in CTC and Remuneration (net paid) to CFO is due to LTA reimbursed duringthe year.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

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 - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - -