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AVI Photochem Ltd.

BSE: 523896 Sector: Others
NSE: N.A. ISIN Code: INE316O01021
BSE LIVE 15:17 | 06 Dec 18.00 0.45
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 18.00
PREVIOUS CLOSE 17.55
VOLUME 120
52-Week high 18.35
52-Week low 8.90
P/E 7.23
Mkt Cap.(Rs cr) 1.87
Buy Price 18.00
Buy Qty 380.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.00
CLOSE 17.55
VOLUME 120
52-Week high 18.35
52-Week low 8.90
P/E 7.23
Mkt Cap.(Rs cr) 1.87
Buy Price 18.00
Buy Qty 380.00
Sell Price 0.00
Sell Qty 0.00

AVI Photochem Ltd. (AVIPHOTOCHEM) - Director Report

Company director report

DIRECTORS’ REPORT

To

The Shareholders

Your Directors have pleasure in presenting the 26th Annual Report along with theAudited Financial statements of the Company for the financial year ended 31st March 2015.

2.1 FINANCIAL RESULTS:

Particulars For the Year ended on For the Year ended on
31.03.2015 31.03.2014
Total Income 18277875 18575262
Total Expenditure 12810422 10955411
Profit/(Loss) before taxation 5467453 7619851
Provision for Tax (1655430) (1924653)
Profit/(Loss) after Taxation 3812023 5695198
Balance b/f from Previous Year (24360540) (33903653)
Balance carried forward to Balance (35892) (28208455)
Sheet

2.2 WORKING RESULTS:

During the year the Company has earned profit of Rs. 3812023/- (Previous Year profitof Rs. 5695198/-).

2.3 DIVIDEND:

In view of past losses Directors did not recommend any dividend for the equityshareholders for the financial year 2014-15.

2.4 DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

2.5 SHARE CAPITAL:

The Paid up capital of the Company is reduced during the period under review. TheCompany has received the sanction of the Hon’ble High Court Mumbai vide it’sthe order dated 27th March 2015 for reduction of Share Capital. Accordingly the ShareCapital of the Company has been reduced from Rs.34800760/- divided into 3480076Equity Shares of Rs. 10/- each fully paid to Rs. 10440220/- divided in to 1044022Equity Shares of Rs. 10/- each fully paid and to effect such reduction by setting off itsaccumulated losses in the Profit and Loss Account of the Company as at March 31 2014 andin the Annual Accounts of the Company for the year ended March 31 2014.

Presently the Share Capital of the Company is Rs. 10440220/- divided in to1044022 Equity Shares of Rs. 10/- each.

2.6 CORPORATE GOVERNANCE:

Your Company complies with the provisions laid down in Corporate Governance laws. Itbelieves in and practices good corporate governance. The Company maintains transparencyand also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreementwith the Stock Exchanges the following forms part of this Annual Report:

Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement Personnel;

Management Discussion and Analysis; Report on the Corporate Governance; andAuditors’ Certificate regarding compliance of conditions of Corporate Governance

2.7 DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

In the preparation of the annual accounts the applicable accounting standards havebeen followed.

The directors have selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

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.

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

The directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.

The directors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

2.8 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors had appointed Mrs. Daksha N. Vora (DIN: 07163666) as anAdditional Woman Director in the category of Non-Executive Director with effect from 31stMarch 2015.

In accordance with the provisions of the Companies Act 2013 Mr. Vikram A. Vora (DIN:02454043) retire by rotation at the ensuing AGM and being eligible offers himself forreappointment.

Mr. Vikram A. Vora is not disqualified from being appointed as a Director as specifiedin terms of Section 164 of the Companies Act 2013.

Brief profile of Mr. Vikram A. Vora who is to be re-appointed as stipulated underClause 49 of the Listing Agreement is furnished in the Notice of the ensuing AGM. TheBoard of Directors of your Company recommends the reappointment of Mr. Vikram A. Vora atthe ensuing AGM. Ms. Bhavna K. Patel has been appointed as the Company Secretary of theCompany with effect from 10th November 2014. The Nomination and Remuneration Committee ofthe Board has recommended the said appointment to the Board of Directors.

Mrs. Bina K. Vora has been appointed as the Chief Financial Officer (CFO) of theCompany with effect from 31st March 2015 in place of Mr. Kamlesh B. Mehta who has resignedas CFO of the Company. The Nomination and Remuneration Committee and the Audit Committeeof the Board has recommended the said appointment to the Board of Directors.

The Company has received declarations pursuant to Section 149(7) from all theIndependent Directors of the Company viz. Mr. Pradeep H. Joshi and Mr. Pradeep Kumarconfirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of the ListingAgreement with the Stock Exchange.

2.9 MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. Additional Board meetingsare convened by giving appropriate notice to address the Company’s specific needs. Incase of business exigencies or urgency of matters resolutions are passed by circulation.During the year Eight Board Meetings and five Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and Listing Agreement.

2.10 AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Pradeep Kumar who serves as the Chairman of theCommittee and Mr. Pradeep Joshi and Mr. Avinash D. Vora as other members. The terms ofreference of the Audit Committee has been furnished in the Corporate Governance Reportforming a part of this Annual Report. All the recommendations made by the Audit Committeeduring the year were accepted by the Board.

2.11 NOMINATION AND REMUNERATION COMMITTEE:

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.

2.12 STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The composition and terms of reference of the Stakeholders’ Relationship Committeehas been furnished in the Corporate Governance Report forming a part of this AnnualReport.

2.13 REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

2.14 FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:

The Company is required to conduct the Familiarisation Programme for IndependentDirectors (IDs) in terms of Clause 49(II)(B)(7) of the Listing Agreement to familiarisethem about the Company and their roles rights responsibilities in the Company. TheFamiliarisation Programme is stated in the Corporate Governance Report forming part ofthis Annual Report. The details of such Familiarisation Programme for directors may bereferred to at the website of the Company www.aviphoto.in athttp://www.aviphoto.in/index_files/cc/Familiarization-Program-for-Independent-Directors.pdf

2.15 BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and Clause 49 of the ListingAgreement your Company has adopted the Remuneration Policy with comprehensive procedureon performance evaluation. Chairman of the Nomination and Remuneration Committee who isan independent Director of the Board conducted a one-to-one session with each Director tounderstand their points of view on the parameters for performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board’s functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations ethics and compliances financial reportingprocess and monitoring activities.

Performance parameters for the Board as a collective body included parameters likequalification and diversity of Board members method and criteria for selection ofindependent directors to ensure independence availability appropriateness clarity ofunderstanding on risk scenarios faced by the Company existence sufficiency andappropriateness of policy on dealing with potential conflicts of interest involvement ofBoard members in long –term strategic planning etc.

Based on these criteria the performance of the Board various Board CommitteesChairman and Individual Directors (including Independent Directors) was found to besatisfactory.

Independent Directors has conducted its meeting without the participation of otherNon-Independent Directors and members of management and reviewed the performance of Boardits Committee Chairman and individual Directors. On the basis of the review by theIndependent Directors they hold unanimous opinion that the Non-Independent Directorsincluding the Chairman to the Board have abundant knowledge in their respective fields andare experts in their areas.

2.16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the review not applicable to the Company. Hence yourDirectors have not constituted the Corporate Social Responsibility (CSR) Committee.

2.17 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Whole Time Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

2.18 AUDITORS:

At the Annual General Meeting held on September 26 2014 S. Shah & AssociatesChartered Accountants were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2018. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of S. Shah & Associates Chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

2.19 STATUTORY AUDITORS’ OBSERVATIONS:

The notes on financial statements referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.

2.20 SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Anish Gupta a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure A"

2.21 SECRETARIAL AUDITORS’ OBSERVATIONS:

Reference point no. 1 of the Secretarial Auditor’s Report your Company hadreconstituted the Nomination and Remuneration Committee on 8 May 2015.

2.22 VIGIL MECHANISM:

The Company has a vigil mechanism named ‘Breach of Integrity and Whistle BlowerPolicy’ in terms of Section 177 of the Companies Act 2013 and revised Clause 49 ofthe Listing Agreement to deal with instance of fraud and mismanagement if any and toreport concerns about unethical behaviour wrongful conduct and violation of theCompany’s code of conduct or ethics policy. The details of the said Policy isexplained in the Corporate Governance Report and also posted on the website of the Companywww.aviphoto.in at http://www.aviphoto.in/index_files/cc/Vigil-Mechanism-Policy.pdf.

2.23 RISK POLICY:

The Company understands that risk evaluation and risk mitigation is a function of theBoard of the Company and the Board of Directors are fully committed to developing a soundsystem for identification and mitigation of applicable risks viz. systemic andnon-systemic. The Board of Directors has approved a Risk Management Policy as per whichthe Company is in the process of identifying critical risks of various departments withinthe Company. Once identified a sound mitigation system will be put in place. Further theBoard is of the opinion that at present there are no material risks that may threaten thefunctioning of the Company.

2.24 EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 forms partof this Annual Report and is annexed herewith and marked as "Annexure B".

2.25 CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis and are reviewed by the Audit Committee of the Board. During the year theCompany has not entered into any contract/arrangement/transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. A Policy on related party transactions anddealing with related parties as approved by the Board has been posted on theCompany’s website www.aviphoto.in athttp://www.aviphoto.in/index_files/cc/Related-Party-Transaction-Policy.pdf as "AnnexureC."

2.26 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

2.27 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Details of remuneration paid to employees as required by Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable since the Company has not employedany person drawing salary of more than Rs. 6000000/- per annum or Rs. 500000/- permonth.

The full Annual Report including the aforesaid information is being sent to allshareholders of the Company through the prescribed mode and is available on theCompany’s website.

2.28 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.

In respect to Capital Reduction of the Company High Court Bombay order was passed on27th March 2015. The Share capital of the Company has reduced from Rs.34800760/-divided into 3480076 Equity Shares of Rs. 10/- each fully paid to Rs. 10440220/-divided in to 1044022 Equity Shares of Rs. 10/- each.

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

The Company is committed to provide a safe & conducive work environment to itsemployees and has formulated ‘Policy for Prevention of Sexual Harassment’ toprohibit prevent or deter any acts of sexual harassment at workplace and to provide theprocedure for the redressal of complaints pertaining to sexual harassment therebyproviding a safe and healthy work environment. During the year under review no case ofsexual harassment was reported.

2.30 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

Your Company does not have any activity relating to conversion of energy or technologyabsorption.

2.31 FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

2.32 SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

2.33 PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

2.34 APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

By order of the Board of Directors
Registered Office: For AVI PHOTOCHEM LIMITED
110 Manish Indl. Estate No. 4 Navghar Road Vasai East Sd/-
Thane- 401210. Avinash Vora
Date:12th August2015 Chairman
(DIN No. 02454059)

Annexure A to Directors’ Report

SECRETARIAL AUDIT REPORT Form No. MR-3

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 Personnel) Rules 2014)

To

The Members

AVI Photochem Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by AVI Photochem Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon

. Based on our verification of the Company’s books papers minute books formsand returns filed and other records maintained by the Company and also informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by AVI Photochem Limited for the financialyear ended on 31st March 2015 according to the provisions of:

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

b. The Securities Contracts (Regulation) Act 1956 (‘SCRA) and the rules madethereunder;

c. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

d. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

e. The Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 (‘SEBI Act’) viz.:

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

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992; iii. The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009;

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

We have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with the Stock Exchanges.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines etc. mentioned above except as mentioned below:

I. The Nomination and Remuneration committee is not constituted as per the provisionsof Section 178 of Companies Act 2013.

During the period under review provisions of the following regulations were notapplicable to the Company:

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

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

vii. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009: and

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

. ix. Secretarial Standards issued by The Institute of Company Secretaries of Indiarelated to meetings and minute (since not approved by the Central Government)

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance. Majority decision iscarried through while the dissenting members’ views are captured and recorded as partof the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report that during theaudit period the Company has the following events/actions having a major bearing on theCompany’s affairs in pursuance of the above referred laws rules regulationsguidelines standards etc;

i. the Company has reduced paid- up Share Capital from Rs.34800760/- divided into3480076 Equity Shares of Rs. 10/- each fully paid to Rs. 10440220/- divided in to1044022 Equity Shares of Rs. 10/- each fully paid. The Company has received thesanction of the Hon’ble High Court Mumbai vide it’s the order dated 27th March2015 for reduction of Share Capital.

For Anish Gupta & Associates
Company Secretaries
sd/-
Anish Gupta
Proprietor
Place: Mumbai FCS 5733 / CP No.: 4092
Date: 12th August 2015

Annexures to the Directors’ Report.

ANNEXURE – 1 To The Members

AVI Photochem Limited

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

I. It is management’s responsibility to identify the Laws Rules RegulationsGuidelines and Directions which are applicable to the Company depending upon the industryin which it operates and to comply and maintain those records with same in letter and inspirit. My responsibility is to express an opinion on those records based on our audit.

II. I have followed the audit practices 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 practices I followed provide areasonable basis for our opinion.

III. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company. IV. Wherever required I have obtained theManagement’s Representation about the compliance of Laws Rules RegulationsGuidelines and Directions and happening events etc.

V. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Anish Gupta & Associates
Company Secretaries
sd/-
Anish Gupta
Proprietor
Place: Mumbai FCS 5733 / CP No.: 4092
Date: 12th August 2015

Annexure B to Directors’ Report

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:

1. CIN L24200MH1989PLC050913
2. Registration Date 050913
3. Name of the Company AVI Photochem Limited
4. Category/Sub-category of the Comm. Trading & Distribution
Company
5. Address of the Registered office & 110 Manish Indl. Estate No. 4 Navghar Road Vasai East Thane-401210.
contact details
6. Whether listed Company Yes
7. Name Address & contact details of System Support Services
the Registrar & Transfer Agent if any. Add: 209 Shivai Ind. Estates 89 Andheri Kurla Road Saki Naka Andheri East
Mumbai-400072.
Ph No. 022-28500835 Fax 022-28501438
Email: sysss72@yahoo.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the Company shall be stated)

Name and Description of main products / services NIC Code of the Product/service % to total turnover of the Company
1 Wholesale trade via e-commerce excluding activities of commission Agents 46901 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

NAME AND ADDRESS OF THE CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held Applicable Section
COMPANY
1. NA NA NA NA NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)a. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year[As on 31-March-2014] No. of Shares held at the end of the year[As on 31-March- 2015] % change during the year
Physical Demat Total % of Total Shares Physical Demat Total % of Total Shares
(A) Shareholding of Promoter and Promoter Group2
1

Indian

(a) Individuals/ 836476 0 836476 24.04 0 250941 250941 24.04 NIL
Hindu
Undivided
Family
(b) Central Government/ State Government(s) 0 0 0 0.00 0 0 0 0.00 NIL
(c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 NIL
(d) Financial Institutions/ Banks 0 0 0 0.00 0 0 0 0.00 NIL
(e) Any Others(Specif y) 0 0 0 0.00 0 0 0 0.00 NIL
(e-i) Other Individuals 0 0 0 0.00 0 0 0 0.00 NIL
(e-ii) Mutual Fund 0 0 0 0.00 0 0 0 0.00 NIL
(e-iii) Body Corp in Concert 0 0 0 0.00 0 0 0 0.00 NIL
(e-iv) Non Government Institutions 0 0 0 0.00 0 0 0 0.00 NIL
Sub 836476 0 836476 24.04 0 250941 250941 24.04 NIL
Total(A)(1)
2 Foreign
A Individuals (Non- Residents Individuals/ Foreign 0 0 0 0.00 0 0 0 0.00 NIL
B Bodies Corporate 0 0 0 0.00 0 0 0 0.00 NIL
C Institutions 0 0 0 0.00 0 0 0 0.00 NIL
D Any Others(Specif y) 0 0 0 0.00 0 0 0 0.00 NIL
Sub 0 0 0 0.00 0 0 0 0.00 NIL
Total(A)(2)
Total 836476 0 836476 24.04 0 250941 250941 24.04 NIL
Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 0 0 0 0.00 0 0 0 0.00 NIL
(b) Financial Institutions / Banks 0 0 0 0.00 0 0 0 0.00 NIL
(c) Central Government/ State Government(s) 0 0 0 0.00 0 0 0 0.00 NIL
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 NIL
(e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 NIL
(f) Foreign Institutional Investors 0 0 0 0.00 0 0 0 0.00 NIL
(g) Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 NIL
(h) Any Other (specify) 0 0 0 0.00 0 0 0 0.00 NIL
Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00 NIL
B 2 Non-institutions
(a) Bodies Corporate 8100 0 8100 0.23 2460 420 2880 0.28 0.05
(a-i) Corporate Client Bene 0 0 0 0.00 0 0 0 0.00 NIL
(a-ii) Corporate client Margin 0 0 0 0.00 0 0 0 0.00 NIL
(a-iii) Corporate Body (Offer) 0 0 0 0.00 0 0 0 0.00 NIL
(b) Individuals 0.00 0.00 NIL
I Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh 232190 21500 2343400 67.34 680700 22320 703020 67.34 NIL
II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 60700 0 60700 1.74 18210 0 18210 1.74 NIL
(c) Any Other (specify) 0 0 0 0.00 0 0 0 0.00 NIL
(c-i) NRI Individuals 0 0 0 0.00 0 200 200 0.01 0.01
(c-ii) OCB 0 0 0 0.00 0 0 0 0.00 NIL
(c-iii) Foreign Bodies 0 0 0 0.00 0 0 0 0.00 NIL
(c-iv) NRI (Repatriation) 231400 0 231400 6.65 68910 0 68910 6.60 0.05
Sub-Total (B)(2) 2622100 21500 2643600 75.96 770280 22800 793080 75.96 NIL
(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 2622100 21500 263600 75.96 770280 22800 793080 75.96 NIL
TOTAL (A)+(B) 3458576 21500 3480076 100.00 770280 273742 1044022 100.00 NIL
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter 0 0 0 0.00 0 0 0 0.00 NIL
(2) Public 0 0 0 0.00 0 0 0 0.00 NIL
GRAND TOTAL (A)+(B)+(C) 3458576 21500 3480076 100 770280 273742 1044022 100.00 NIL

b. Shareholding of Promoters-

Shareholder’s Shareholding at the beginning of the Shareholding at the end of the year % change in shareholdin g during the year
Name No. of Shares year % 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 Mr. Avinash D. Vora 321552 9.24 NIL 96465 9.24 NIL NIL
2 Mrs. Daksha A. Vora 157800 4.53 NIL 47340 4.53 NIL NIL
3 Mr. Vikram A. Vora 175212 5.03 NIL 52563 5.03 NIL NIL
4 Mr. Parth A. Vora 181912 5.23 NIL 54573 5.23 NIL NIL
Total 836476 24.04 NIL 250941 24.04 NIL NIL

c. Change in Promoters’ Shareholding (please specify if there is no change)-Thereis no change in shareholdings

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
At the beginning of the year N.A. N.A. NA. N.A.
Date wise Increase / Decrease in Promoters N.A. N.A. N.A. N.A.
Shareholding during the year specifying the reasons
At the end of the year N.A. N.A. N.A. N.A.

d. Shareholding Pattern of top ten Shareholders:

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

For Each of the Top 10 Shareholding at the beginning of the year Cumulative Shareholding end of the Year
Shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 G N GORADIA 30200 0.8678 9060 0.8678
2 JAYANT H JOSHI 20000 0.5747 6000 0.5747
3 MADHU D PAREKH 10500 0.3017 3150 0.3017
4 ANIL G GORADIA 10000 0.2874 3000 0.2874
5 SATISH G GORADIA 10000 0.2874 3000 0.2874
6 DAKSHA ASHOK VYAS 10000 0.2874 3000 0.2874
7 MINA J JOSHI 10000 0.2874 3000 0.2874
8 HEMA VALMIK THACKER 9900 0.2845 2970 0.2845
9 SAMIR MAHENDRA SHAH 6900 0.1983 2070 0.1983
10 USHA G GORADIA 6700 0.1925 3000 0.2874

e. Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year Cumulative Shareholding end of the Year
Shareholding of each Directors and each Key
Managerial Personnel No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Mr. Pradeep H. Joshi Director 10000 0.2874 3000 0.2874
2 Ms. Bhavna K. Patel Company Secretary Nil Nil 30 0.0029

f. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebted ness
Indebtedness at the beginning of the financial year
i) Principal Amount NIL NIL NIL NIL
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) NIL NIL NIL NIL
Change in Indebtedness during the financial year
* Addition NIL NIL NIL NIL
* Reduction NIL NIL NIL NIL
Net Change NIL NIL NIL NIL
Indebtedness at the end of the financial year
i) Principal Amount NIL NIL NIL NIL
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) NIL NIL NIL NIL

g. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- i. Remuneration toManaging Director Whole-time Directors and/or Manager:

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Mr. Avinash D. Vora* Mr. Vikram A. Vora**
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 Rs. 303226/- Rs. 360968/- Rs. 664194/-
(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 - - -
Total (A) Rs. 303226/- Rs.360968/- Rs. 664194/-

* Appointed W.e.f. 26th September 2014 as a WTD. ** Appointed w.e.f. 14th August 2014as a WTD. ii. Remuneration to other directors: N.A.

Particulars of Remuneration Name of Directors Total Amount
1 Independent Directors
Fee for attending board committee meetings N.A. N.A. N.A. N.A. N.A.
Commission N.A. N.A. N.A. N.A. N.A.
Others please specify N.A. N.A. N.A. N.A. N.A.
Total (1) N.A. N.A. N.A. N.A. N.A.
2 Other Non-Executive Directors
Fee for attending board committee meetings N.A. N.A. N.A. N.A. N.A.
Commission N.A. N.A. N.A. N.A. N.A.
Others please specify N.A. N.A. N.A. N.A. N.A.
Total (2) N.A. N.A. N.A. N.A. N.A.
Total (B)=(1+2) N.A. N.A. N.A. N.A. N.A.
Total Managerial N.A. N.A. N.A. N.A. N.A.
Remuneration

iii. Remuneration to key managerial personnel other than MD/Manager/WTD

Particulars of Remuneration Key Managerial Personnel
Bhavna k. Patel* (Company Secretary) Kamlesh B. Mehta** (Former CFO) Bina K. Vora *** (CFO) Total
1 Gross salary Rs.248900/- Rs.35000/- N.A. Rs.283900/-
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - - -
(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 - - - -
Total Rs.248900/- Rs.35000/- N.A. Rs.283900/-

* Appointed w.e.f. 10th November 2014. ** Resigned w.e.f. 10th November 2014. ***Appointed w.e.f. 31st March 2015. h. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:NOT APPLICABLE

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 None
Compounding
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding

Annexure C to Directors’ Report

FORM NO. AOC -2

(Pursuant to clause (h) of sub- section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm’s lengthbasis. N.A.

Particulars Details
a. Name (s) of the related party & nature of relationship N.A.
b. Nature of contracts/arrangements/transaction N.A.
c. Duration of the contracts/arrangements/transaction N.A.
d. Salient terms of the contracts or arrangements or transaction including the value if any N.A.
e. Justification for entering into such contracts or arrangements or transactions’ N.A.
f. Date 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 required under first proviso to section 188 N.A.

2. Details of contractors or arrangements or transaction at Arm’s lengthbasis.

Particulars Details
a. Name (s) of the related party & nature of relationship Mr. Vikram A. Vora and Mr. Parth A. Vora and Promoters of the Company
b. Nature of contracts/arrangements/transaction Leave and License Agreement
c. Duration of them contracts/arrangements/transaction 3 Years of Leave and License Agreement
f. Salient terms of the contracts or arrangements or transaction including the value if any The Registered office of the Company is taken on leave and license basis from the Promoters Mr. Parth
A. Vora and Mr. Vikram A. Vora of the Company.
d. Date of approval by the Board 31st March 2015
e. Amount paid as advances if any No

Form shall be signed by the people who have signed the Board’s Report.

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