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Austin Engineering Company Ltd.

BSE: 522005 Sector: Engineering
NSE: N.A. ISIN Code: INE759F01012
BSE LIVE 15:51 | 02 Dec 48.05 -0.95
(-1.94%)
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47.50

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48.80

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 47.50
PREVIOUS CLOSE 49.00
VOLUME 1319
52-Week high 75.00
52-Week low 44.00
P/E
Mkt Cap.(Rs cr) 16.72
Buy Price 0.00
Buy Qty 0.00
Sell Price 48.05
Sell Qty 1916.00
OPEN 47.50
CLOSE 49.00
VOLUME 1319
52-Week high 75.00
52-Week low 44.00
P/E
Mkt Cap.(Rs cr) 16.72
Buy Price 0.00
Buy Qty 0.00
Sell Price 48.05
Sell Qty 1916.00

Austin Engineering Company Ltd. (AUSTINENGGCO) - Director Report

Company director report

To the Members

Your Directors have pleasure in submitting their 37th Annual Report of thecompany together with the Audited Statements of Accounts for the year ended 31stMarch 2015.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31 2015 under reviewalong with previous year figure is summarized as here under:

STAND ALONE

(Rs. In Lacs)

Year ended 31st March 2015 Year ended 31st March 2014
Gross profit before Interest Depreciation and Tax 668.55 689.10
Less: Interest and Depreciation 225.03 287.82
Profit before Tax 443.52 401.28
Less: Provision for Taxation 159.50 142.40
Deferred Tax Assets (44.55) (48.37)
Profit after Tax 328.57 307.25
Add: Balance brought forward from last year 3641.48 3435.25
Profit available for appropriations 3970.05 3742.50
Appropriations:
Adjustment Relating to fixed Asset 25.31 0.00
Proposed Dividend 52.17 52.17
Provision for Tax on Proposed Dividend 10.62 8.86
Transfer to General Reserve 40.00 40.00
Balance carried forwarded to next year 3841.95 3641.47

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :

The performance of the Company during the year under review remains satisfactorylooking to the economic situation as a whole. The sales of the Company have increased bothin domestic and export segment. The sales during the year were Rs.9828.85 Lacs as againstRs. 8836.50 Lacs in the previous year. The sales thus registered an increase of 11.23% ascompared to the last year.

The net profit of the Company has increased to Rs. 328.58 Lacs as against Rs. 307.26Lacs in the last year registering an increase of increment of 6.94%. This was mainlyattributed due to increase in sales coupled with stringent measures adopted by themanagement towards cost control. The Company has also earned revenue to the tune of Rs.79.11 Lacs as against Rs. 82.35 Lacs in the last year from the Wind Mill Project.

The Company continued to launch a number of new and higher value added products andundertook various cost effective measures to strengthen the Company’s competitivenessand profitability in the future.

DIVIDEND :

Your Directors are pleased to recommend for your approval a dividend of Rs. 1.50 (TaxFree) per Equity share of the Company in respect of the financial year ended on 31stMarch 2015. (Previous Year Rs. 1.50). The said dividend shall be payable to those memberswhose names appear on the register of member of the Company on record date.

FIXED DEPOSITS :

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

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement as enumerated here under:

• In the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

• The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the Company for that period;

• The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

• The directors have prepared the annual accounts on a going concern basis; and

• The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DIRECTORS AND KEY MANGERIAL PERSONNEL :

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shashikant M Thanki and Mr. Narottam C Vadgama Directorsretire by rotation at the ensuring Annual General Meeting and being eligible offersthemselves for re- appointment.

In compliance of the requirements of Section 149(1) of the Companies Act 2013 readwith clause 49 of the Listing Agreement Ms. Arati Goswami who was appointed as anadditional Non Executive Woman Director on the Board of the Company with effect from 30thMarch 2015 vacates the office as Director at this Annual General Meeting. The Companyhas received notice under Section 160 of the "act" from a member proposing hercandidature for the office of Director of the Company liable to retire by rotation.

The following are the Key Managerial Personnel as defined under Section 2(51) ofthe Companies Act 2013:

• Mr. Narottam C Vadgama (Chairman and Executive Director)

• Mr. Shashikant M Thanki (Managing Director)

• Mr. Rajan R Bambhania (Joint Managing Director)

• Mr. Jeshanker R Bhogayta (Executive Director)

• Mr. Siddik A Kotal (Chief Financial Officer)

• Ms. Zalak M Talreja (Company Secretary)

AUDITORS AND AUDITORS’ REPORT :

STATUTORY AUDITORS :

M/s. Dhirubhai Dand & Co. Chartered Accountants the auditors of the Companyretires at the conclusion of this Annual General Meeting and being eligible offeredthemselves for re-appointment.

The Company has received a letter from them to the effect that their reappointment ifmade would be within prescribed limit under Section 141 of the Companies Act 2013 readwith Rule 4(1) of the Companies (Audit & Auditors) Rules 2014 and that they are notdisqualified for reappointment.

SECRETARIAL AUDITOR :

The Board has appointed Mr. K.J.SHAH of K J Shah & Company Practicing CompanySecretary to conduct the Secretarial Audit for the financial year 2014-15. TheSecretarial Audit Report for the financial year ended March 31 2015 is annexed herewithmarked as Annexure "C "to this Report.

INTERNAL FINANCIAL CONTROLS :

The Company has adequate internal financial controls with reference to financialstatements. During the year such controls were tested and no reportable material weaknessin the design or operation was observed

DISCLOSURES :

AUDIT COMMITTEE :

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 is applicable to the Company.

The Audit committee consists of the following directors viz:

Mr. B. D. Joshi [Chairman of committee]
Mr. K. J. Mehta [Member of committee]
Mr. D. B. Nakum [Member of committee]

All the members of Audit Committee are independent directors.

WHISTLE BLOWER POLICY :

The Company has a WHISTLE BLOWER POLICY to deal with instances of unethicalbehaviour actual or suspected fraud or violation of the company’s code of conductif any. The details of the whistle blower policy is explained in the CorporateGovernance Report and also posted on the website of the Company.

DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY :

The Company’s policy relating to appointment of directors payment of managerialremuneration directors’ qualifications positive attributes independence ofdirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Corporate Governance Report and the same is also posted on website.

RELATED PARTIES TRANSACTIONS POLICY :

All transactions entered into by the Company with "Related parties" duringthe period under review were in the ordinary course of business at prevailing market rate.The particulars of contracts or arrangements made with related parties pursuant to Section188 of the Companies Act 2013 is furnished vide Annexure "A" in formAOC-2 as per Companies Act 2013 and it forms the part of this report. The Company hasalso posted the policy in respect of transactions with "Related Parties" on itswebsite.

All related party transactions were placed before the Audit Committee and also theBoard for approval. The Company had also taken members’ approval at its AnnualGeneral Meeting held on 9th September 2014 for entering into the transactionswith "Related parties" for the period of three years i.e. from 01/04/2014 to31/03/2017.

RISK MANAGEMENT POLICY :

The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The Board approved Risk Management policywhich acts as an overarching statement of intent and establishes the guiding principles bywhich key risks are managed across the organization.

The Board monitors and reviews the implementation of various aspects of the RiskManagement policy through a duly constituted Risk Management Committee. The RiskManagement Committee assists the Board in its oversight of the Company’s managementof key risks including strategic and operational risks as well as the guidelinespolicies and processes for monitoring and mitigating such risks under the aegis of theoverall business risk management framework.

The Company follows well established and detailed risk assessment and minimizationprocedures which are periodically reviewed by the Board. The Company has in place abusiness risk management framework for identifying risks and opportunities that may have abearing on the organization’s objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy. In the opinion of the Board noneof the risks faced by the Company threaten its existence. The Company has also posted thepolicy in respect of transactions with "Related Parties" on its website.

MATERIAL CHANGES AND COMMITMENTS :

No material changes and commitments affecting the financial position of the Companyoccurred between the end of financial year to which this financial statement relate andthe date of this report.

DECLARATION OF INDEPENDENT DIRECTORS :

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of "Independence" as prescribed under theCompanies Act 2013 read with clause 49 of the Listing Agreement. The Company has deviseda policy for performance evaluation of Independent Directors Board Committees and otherindividual Directors which include criteria for performance evaluation of thenon-executive directors and executive directors. The said details have been shown incorporate governance Report.

ANNUAL RETURN :

The Extract of Annual Return pursuant to the provisions of Section 92 (3) of theCompanies Act 2013 read with Rule 12 (1) of the Company (Management and Administration)Rules 2014 is furnished in Annexure "B" " in form MGT-9 asper Companies Act 2013 and it forms the part of this report.

BOARD MEETINGS :

The Board of Directors duly met 6 (Six) times respectively on 27th May 2014(2 Times) 23rd July 2014 18th October 2014 21st January 2015and 30th March 2015 in respect of which meetings proper notices were given andthe proceedings were properly recorded and signed.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

The particulars of Loans guarantees or investments made under Section 186 and itsapplicability have been furnished in notes annexed to our financial statements.

QUALIFICATIONS AND RESERVATIONS ON AUDIT REPORT :

The Auditor’s Report and Secretarial Auditor’s Report are self explanatoryand therefore do not require further comments and explanations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information pertaining to conservation of energy technology absorption Foreignexchange

Earnings and outgo as required under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure"D" attached to this report and it forms the part of this report.

PARTICULARS OF EMPLOYEES :

The particulars of employees as required under Section 197(12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given in the Annexure "E" appended hereto and it formspart of this Report. As per Section 136(1) of the Companies Act 2013 the report andaccounts are being sent to the shareholders of the Company excluding the statement ofparticulars of employees under the said proviso. Any shareholder interested in obtaining acopy of the said statement may write to the Secretarial department at the RegisteredOffice of the Company.

SUBSIDIARY COMPANY :

In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet Profit and Loss account and other documents of M/sAccurate Engineering Inc. the subsidiary company are not being attached with theBalance Sheet of the Company. The Company will make available the Annual Accounts of thesaid subsidiary company and its related detailed information to any member of the Companywho may be interested in obtaining the same and also on Company’s website.

The Annual Accounts of the subsidiary company will also be kept open for inspection atthe registered office of the Company and the subsidiary company.

A statement as required in the prescribed form AOC-1 pursuant to section 129(3) of theCompanies Act 2013 is given in the Annexure "F" and it forms the part ofthis report.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS)-21 the audited consolidated financialstatements are annexed to this Annual Report.

CORPORATE GOVERNANCE REPORT :

The Company has recognized the highest standards of Corporate Governance and adheresstrictly to the said requirements as set out by SEBI. The Report on CorporateGovernance and a Certificate from the Auditors of the Company regarding compliance ofconditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreementis annexed to this report. The Company has also implemented several best corporategovernance practices as prevalent globally. The report on Corporate Governance asstipulated under the Listing Agreement forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT :

Management’s Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement is presented in separate sectionforming part of the Annual Report.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial duringthe year under review.

ACKNOWLEDGMENT :

Your Directors wish to place on record their gratitude for the continued co-operationand patronage extended by their esteemed customers both in OEM and after market segments.The Directors would also like to place on record their sincere appreciation for thecontinued co-operation guidance support and assistance during the year under report byour Bankers all the customers suppliers of the Company including Government agencies.The Board of Directors also wishes to express its appreciation for the efforts andcontribution made by the employees at all levels during the year under report.

By order of the Board of Directors
Sd/-
Place : Patla Dist. Junagadh N C Vadgama
Date : 28th May 2015 Chairman

ANNEXURE "A" Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in subsection (1) of Section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis:

(a) Name(s) of the related party and nature of relationship: N.A.

(b) Nature of contracts/arrangements/transactions: N.A.

(c) Duration of the contracts / arrangements/transactions: N.A.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.

(e) Justification for entering into such contracts or arrangements or transactions:N.A.

(f) Date(s) of approval by the Board: N.A.

(g) Amount paid as advances if any: N.A.

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188: N.A.

2. Details of material contracts or arrangement or transactions at arm’slength basis:

Name of the party Nature of Nature of Duration of Date of Approval by Value of
relation/ interest transaction Contract Board transaction
entered into
during the year
(Rs in Lacs)
Accurate Engineering Inc USA Wholly owned subsidiary Sales April 2014- March 2015 Since these RPTs are in the ordinary course of business and are at arms length basis approval of the Board is not applicable. 2622.75
Max Precision Bearings Private Limited Relative of director Purchase 34.58
Sales 19.74
Getting job work done 345.41
Doing job work However these are reported to the Audit Committee / Board at their quarterly meetings. 3.93
Austin Traders Relative of director Sales 73.90
Accord Precision Products Relative of director Getting job work done 251.51
Optimum Services INC Relative of director Purchase 241.77
Sales 0
Getting job work done 0
Doing job work 0
SNR Enterprises Relative of director Sales 0
Accumax Engineering Company Relative of director Getting job work done 2.81

 

By order of the Board of Directors
Sd/-
Place : Patla Dist. Junagadh N C Vadgama
Date : 28th May 2015 Chairman

ANNEXURE "B"

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on Financial year ended on 31.03.2015

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

I REGISTRATION & OTHER DETAILS :

i CIN : L27259GJ1978PLC003179
ii Registration Date : 27.07.1978
iii Name of the Company : AUSTIN ENGINEERING CO. LTD.
iv Category/Sub-category of the Company : Medium Scale
v Address of the Registered office & contact details : Village : PATLA Taluka : BHESAN District : JUNAGADH 362 030 (Gujarat)
vi Whether listed company : BOMBAY STOCK EXCHANGE
vii Name Address & contact details of the Registrar & Transfer Agent if any. : Sharepro Services (India) Pvt. Ltd.
13-ABSamhita Warehousing Complex
Near Sakinaka Telephone Exchange Andheri-Kurla Road
Sakinaka Andheri (W) MUMBAI 400 072

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

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

SL No Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Manufactures of All Kind of Bearings and Components 356.3 100%

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES :

Sl No Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
1 Accurate Engineering Inc. N.A. Subsidiary 100% 2(87)

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

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF 1202191 1202191 34.57 1175179 1175179 33.79 -0.78
b) Central Govt. or State Govt.
c) Bodies Corporates
d) Bank/FI
e) Any other
SUB TOTAL:(A) (1) 1202191 1202191 34.57 1175179 1175179 33.79 -0.78
(2) Foreign
a) NRI- Individuals
b) Other Individuals
c) Bodies Corp.
d) Banks/FI
e) Any other…
SUB TOTAL (A) (2)
Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 1202191 1202191 34.57 1175179 1175179 33.79 -0.78
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 3500 3500 0.10 3500 3500 0.10
b) Banks/FI 3400 3400 0.10 3400 3400 0.10
C) Cenntral govt
d) State Govt.
e) Venture Capital Fund
f) Insurance Companies
g) FIIS
h) Foreign Venture Capital Funds
i) Others (specify)
SUB TOTAL (B)(1): 6900 6900 0.20 6900 6900 0.20
(2) Non Institutions
a) Bodies corporates 234565 10901 245466 7.06 199319 10701 210020 6.04 -1.02
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 1106194 318101 1424295 40.95 1187200 305501 1492701 42.92 1.97
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 462428 13100 475528 13.67 452988 13100 466088 13.40 -0.27
c) Others (specify) NRIs 18920 9200 28120 0.81 16712 9100 25812 0.74 -0.07
Foreign Company 80000 80000 2.30 80000 80000 2.30 0.00
Trusts 15300 15300 0.44 21100 21100 0.61 0.17
SUB TOTAL (B)(2): 1917407 351302 2268709 65.23 1957319 338402 2295721 66.01 0.78
Total Public Share- holding(B)=(B)(1)+(B)(2) 1924307 351302 2275609 65.43 1964219 338402 2302621 66.21 0.78
C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 3126498 351302 3477800 100.00 3139398 338402 3477800 100.00

(ii) SHARE HOLDING OF PROMOTERS

S.N. Shareholders Name Shareholding at the begginning of the year Shareholding at the end of the year % change in share holding during the year
No. of shares % of total shares of the company % of shares pledged encumbered to total shares No. of shares % of total shares of the company % of shares pledged encumbered to total shares
1 NAROTTAM C VADGAMA 134000 3.853 134000 3.853
2 SHASHIKANT M THANKI 140200 4.031 140200 4.031
3 RAMNIKLAL N BAMBHANIA 120000 3.450 120000 3.450
4 JESHANKER R BHOGAYTA 75500 2.171 75500 2.171
5 HIREN N VADGAMA 44000 1.265 44000 1.265
6 JIGNESH S THANKI 6000 0.173 6000 0.173
7 NAROTTAM C VADGAMA -HUF 15500 0.446 15500 0.446
8 SHASHIKANT M THANKI - HUF 12000 0.345 12000 0.345
9 RAMNIKLAL N BAMBHANIA - HUF 16000 0.460 16000 0.460
10 JESHANKER R BHOGAYTA - HUF 23200 0.667 23200 0.667
11 ANILA S THANKI 52536 1.511 26616 0.765 -0.745
12 ALPA J THANKI 25000 0.719 25000 0.719
13 PINAK S THANKI 20000 0.575 20000 0.575
14 FALGUNI P THANKI 1600 0.046 1600 0.046
15 PURVI S THANKI 20000 0.575 20000 0.575
16 SHARDA M THANKI 1700 0.049 0 0.000 -0.049
17 MAHESH M THANKI 1700 0.049 0 0.000 -0.049
18 JYOTI M THANKI 6150 0.177 100 0.003 -0.174
19 INDUMATI N VADGAMA 62400 1.794 62400 1.794
20 HIREN N VADGAMA 805 0.023 805 0.023
21 DARSHNA H VADGAMA 25600 0.736 25600 0.736
22 BHAVIN N VADGAMA 42000 1.208 42000 1.208
23 JAYENDRA C VADGAMA 3400 0.098 3400 0.098
24 REKHA J VADGAMA 4000 0.115 4000 0.115
25 JASHUMATI R BAMBHANIA 52000 1.495 52000 1.495
26 RAJAN R BAMBHANIA 60300 1.734 60300 1.734
27 RUTA R BAMBHANIA 81200 2.335 89558 2.575 0.24
28 ANISHI J BHOGAYTA 24150 0.694 24150 0.694
29 ARUSHI J BHOGAYTA 24050 0.692 24050 0.692
30 PRAVINA J BHOGAYTA 31900 0.917 31900 0.917
31 BHOGAYTA INV. CO. PVT. LTD. 75300 2.165 75300 2.165
Total 1202191 34.57 1175179 33.79 -0.777

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

S.N. Share holding at the beginning of the Year Date Reason Cumulative Share holding during the year
No. of shares % of total shares of the company Increase /Decrease in Share holding No of shares % of total shares of the company
At the beginning of the year 1202191 34.568
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g.
1 Anila S Thanki 52536 1.511 26.09.2014 1000 Purchase 53536 1.539
01.10.2014 131 Purchase 53667 1.543
16.10.2014 500 Purchase 54167 1.558
17.10.2014 500 Purchase 54667 1.572
20.10.2014 225 Sale 54442 1.565
05.11.2014 10000 Sale 44442 1.278
07.11.2014 10000 Sale 34442 0.990
10.11.2014 10000 Sale 24442 0.703
13.11.2014 500 Purchase 24942 0.717
14.11.2014 500 Purchase 25442 0.732
14.11.2014 500 Sale 24942 0.717
19.11.2014 74 Purchase 25016 0.719
30.12.2014 500 Sale 24516 0.705
02.01.2015 500 Sale 24016 0.691
05.01.2015 500 Sale 23516 0.676
07.01.2015 300 Purchase 23816 0.685
07.01.2015 300 Sale 23516 0.676
13.01.2015 1000 Purchase 24516 0.705
14.01.2015 1600 Purchase 26116 0.751
15.01.2015 22 Purchase 26138 0.752
15.01.2015 22 Sale 26116 0.751
16.01.2015 1000 Purchase 27116 0.780
20.01.2015 500 Sale 26616 0.765
2 Shardaben M Thanki 1700 0.049 17.11.2014 1101 Sale 599 0.017
18.11.2014 599 Sale 0 0.000
3 Mahesh M Thanki 1700 0.049 17.11.2014 1700 Sale 0 0.000
4 Jyoti M Thanki 6150 0.177 11.09.2014 2800 Sale 3350 0.096
10.11.2014 3250 Sale 100 0.003
17.11.2014 1700 Purchase 1800 0.052
17.11.2014 1700 Sale 100 0.003
5 Ruta R Bambhania 18400 0.529 02.04.2014 474 Purchase 18874 0.543
03.04.2014 330 Purchase 19204 0.552
22.04.2014 150 Purchase 19354 0.557
25.04.2014 3404 Purchase 22758 0.654
29.04.2014 4000 Purchase 26758 0.769
At the end of the year 1175179 33.791 27012 0.777

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors Promoters &Holders of GDRs & ADRs)

S.N. Shareholding at the end of the year Cumulative Shareholding during the year
For Each of the Top 10 Shareholders No.of shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 386193 11.105 31340 0.901
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)
At the end of the year (or on the date of separation if separated during the year) 417533 12.006 31340 0.901

(v) Shareholding of Directors & KMP

S.N. Shareholding at the end of the year Cumulative Shareholding during the year
For Each of the Directors & KMP No.of shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 469700 13.51 469700 13.51
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)
At the end of the year 469700 13.51 469700 13.51

V INDEBTEDNESS

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 55300755 NIL NIL 55300755
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) 55300755 NIL NIL 55300755
Change in Indebtedness during the financial year
Additions 38763591 NIL NIL 38763591
Reduction
Net Change 38763591 NIL NIL 38763591
Indebtedness at the end of the financial year
i) Principal Amount 94064346 NIL NIL 94064346
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) 94064346 NIL NIL 94064346

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl.No Particulars of Remuneration Name of the MD/WTD/Manager
Shashikant M Thanki Narottam C Vadgama Rajan R Bambhania Jeshanker R Bhogayta Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 1140000 1140000 1140000 1140000 4560000
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 39600 39600 39600 39600 158400
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 NIL NIL NIL NIL NIL
2 Stock option NIL NIL NIL NIL NIL
3 Sweat Equity NIL NIL NIL NIL NIL
4 Commission NIL NIL NIL NIL NIL
as % of profit NIL NIL NIL NIL NIL
others (specify) NIL NIL NIL NIL NIL
5 Others please specify NIL NIL NIL NIL NIL
Total (A) 1179600 1179600 1179600 1179600 4718400
Ceiling as per the Act In compliance of Section 197 read with Schedule V of the Companies Act 2013

B. Remuneration to other directors:

Sl.No Particulars of Remuneration Name of the Directors
1 Independent Directors Bhagwanjibhai D Joshi Bhavesh R Sureja Dipsing B Nakum Krishnakant J Mehta Total Amount
(a) Fee for attending board committee 10000 10000 10000 10000 40000
(b) Commission
(c ) Others please specify
Total (1)
2 Other Non Executive Directors
(a) Fee for attending board committee meetings
(b) Commission
(c ) Others please specify.
Total (2) 10000 10000 10000 10000 40000
Total (B)=(1+2) 10000 10000 10000 10000 40000
Total Managerial Remuneration* 5118400
Overall Ceiling as per the Act. In compliance of Section 197 read with Schedule V of the Companies Act 2013

* Being total of Managerial remuneration and Remuneration payable to other directors.

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

Sl. No. Particulars of Remuneration Key Managerial Personnel
CFO CEO * C S Total
Siddik A Kotal Shashikant M Thanki Zalak M Talreja
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 442831 Nil 442831
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 4200 Nil 4200
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission as % of profit others specify
5 Others please specify
Total 447031 447031

* Note : Mr. shashikant M Thanki is the Managing Director & CEO of the Company.Thus CEO’s salary is shown in para VIA of the form as salary of MD & CEO.

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

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

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