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Capricorn Systems Global Solutions Ltd.

BSE: 512169 Sector: IT
NSE: N.A. ISIN Code: INE968E01012
BSE LIVE 13:16 | 09 Dec 31.35 -1.60
(-4.86%)
OPEN

31.35

HIGH

31.35

LOW

31.35

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 31.35
PREVIOUS CLOSE 32.95
VOLUME 5
52-Week high 55.55
52-Week low 20.20
P/E 313.50
Mkt Cap.(Rs cr) 12.54
Buy Price 31.35
Buy Qty 6.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.35
CLOSE 32.95
VOLUME 5
52-Week high 55.55
52-Week low 20.20
P/E 313.50
Mkt Cap.(Rs cr) 12.54
Buy Price 31.35
Buy Qty 6.00
Sell Price 0.00
Sell Qty 0.00

Capricorn Systems Global Solutions Ltd. (CAPRICORNSYSTEM) - Director Report

Company director report

To

The Members

CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED

Your Directors have pleasure in presenting the Thirtieth Annual Report of your Companytogether with the Audited Accounts for the financial year ended 31st March 2015 and thereport of the Auditors thereon.

(Rs. Lakhs)

Particulars 2014-15 2013-14
Total Income 394.36 416.38
Expenditure 368.57 394.20
Profit before Tax Interest and Depreciation 25.79 22.18
Less : Depreciation 9.40 9.20
Less : Interest 0.02 0.51
Profit before Tax 16.37 12.48
Provision for Income Tax 6.85 5.55
Provision for Deferred Tax Liability (0.87) (0.39)
Net Profit after Tax 10.39 7.32
Profit brought forward 72.28 64.96
Balance available for appropriation 82.67 72.28
Profit carried to Balance Sheet 82.67 72.28

STATE OF COMPANY'S AFFAIRS: OPERATIONS & FUTURE PROPSECTS:

The performance of the company during the year has been consistent as compared to theearlier periods. The company has been successful in obtaining the repeat works from thecustomers . With a committed and stable order books the company expects to maintain thelevel of operations with marginal increase in the ensuring periods. With the generalupward trend being witnessed in the IT and ITES industry the company expects to leverageits core strengths of highly skilled manpower optimally by entering into new and strategicalliances.

INDUSTRY STRUCTURE AND DEVELOPMENT:

The company is engaged in the business of software development providing BusinessProcess Out sourcing consultancy services in the fields of software and allied services.

LISTING OF EQUIT SHARES:

The Company's Equity shares are presently listed on BSE Limited and the Company haspaid the Annual Listing Fees to the said Stock Exchanges for the financial year 2014– 2015.

TRANSFER TO RESERVES:

Profit earned by the comapny after taxes Amounting Rs.10.39 Lakhs is being transferedto Reserves.

CHANGE IN NAUTURE OF BUSINESS IF ANY:

During the year under review there has been no change in the nature of business of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments in the business operations of the Companyfrom the financial year ended 31st March 2015 to the date of signing of the DirectorsReport.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

The Company does not have any subsidiaries or associate companies. Hence the requiredinformation under this head is not being attached to the report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regardingcompliance of the conditions of corporate governance by your Company as stipulated inclause 49 of the Listing Agreement with Stock Exchanges are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in subsection (6) of Section 149 of the Companies Act 2013.

MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof isdone by the Board and the Independent Directors in their exclusive meeting done as per thepolicy formulated by the Board in this regard.

VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Companies Act 2013 your Company hasformulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims forconducting the affairs in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behaviour. All permanent employees of theCompany are covered under the policy.

This mechanism is for the employees to report concerns about unethical behaviouractual or suspected fraud or violation of Code of Conduct and Ethics. It also provides foradequate safeguards against victimization of employees who avail of the mechanism andallows direct access to the Chairman of the Audit Committee in exceptional cases.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the performance evaluation of the Board the Committees of the Board andIndividual Directors is done on annual basis.

The evaluation is done by the Board Nomination and Remuneration Committee andIndependent Directors with specific focus on the performance and effective functioning ofthe Board and Individual Directors.

CHANGES IN DIRECTORS: INDUCTIONS:

On the recommendations of the nomination and remuneration committee the Boardappointed Mrs. Lakshmi Gurram (DIN: 07154551) as an Independent Director on the Board witheffect from 31st March 2015. We seek your support in confirming the appointment of Mrs.Lakshmi Gurram (DIN: 07154551) in the ensuing Annual General Meeting.

RE – APPOINTMENTS:

As per the provisions of the Companies Act 2013 Sri S. Man Mohan Rao (DIN: 00109433)retires at the ensuing Annual General Meeting and being eligible seek his re-appointment.The Board recommends his re-appointment.

None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

None of the Directors have resigned during the year under review.

CHANGES IN KEY MANAGERIAL PERSONNEL:

There have been no changes in the Key Managerial Personnel.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 6 Board meetings were held during the Financial Year2014-15 on the following dates:- 29/05/2014 11/08/2014 01/09/2014 14/11/201413/02/2015 & 31/03/2015 .

The intervening gap between any two Board Meetings was within the period prescribedunder the provisions of the Companies Act 2013. All the recommendations given by theAudit Committee are accepted by the Baord.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014 – 15 theapplicable accounting standards have been followed and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year;

iii. and sufficient care to the best of their knowledge and ability for the maintenanceof adequate accounting records in accordance with the provisions of the Act. They confirmthat there are adequate systems and controls for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and operating properly; and

vi. devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively

RISK AND RISK MITIGATION POLICY:

The domestic and international economic environment directly influences the spendingpatterns of the industry on the Information Technology. And also the margins of thecompanies are affected by any changes in the government regulations like taxation and alsothe increased competition from other countries.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions ofCompanies Act 2013. Hence the Company has not constituted any committee and is notrequired to furnish information required under the provisions of the said Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

There have been no loans guarantees and investments under Section 186 of the Actduring the financial year 2014 – 15.

TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in theordinary course of business and on arms length basis. There were no materially significantrelated party transactions between your Company and the Directors promoters KeyManagerial Personnel and other designated persons which may have a potential conflict withthe interest of company at large.

Form AOC – 2 for disclosure of particulars of contracts / arrangements enteredinto by your company with related parties is attached herewith as Annexure – I.

TECHNOLOGY ABSORPTION ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with clause (m) of sub section (3) of Section 134 of theCompanies Act 2013 is annexed herewith as Annexure – II.

DIRECTORS REPORT :

Particulars of employees pursuant to Section 134 (3) (q) and Section 197 (12) of theCompanies Act 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forming part of the Directors' Report for the year endedMarch 31 2015 as Annexure III.

PARTICULARS OF EMPLOYEES:

There are no employees in the company whose names are required to be furnished as perthe information and statement containing particulars of employees required pursuant toSection 197 of the Companies Act 2013 read with Rule 5 (1) and Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Nomination and remuneration committee of the Company has affirmed that theremuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of thecontinuous support and contribution from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in Form MGT – 9 forms part of this report as Annexure – IV.

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and assuch no amount of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 30 2014 M/s. Satyanarayana & Co.Chartered Accountants were appointed as the Statutory Auditors of the Company to holdoffice till the conclusion of the 32nd Annual General Meeting. In terms of the firstproviso to Section 139 of the Companies Act 2013 the appointment of the auditors shallbe placed for ratification at every Annual General Meeting. Accordingly the appointmentof M/s. Satyanarayana & Co. Chartered Accountants as the statutory auditors of theCompany is placed for ratification by the shareholders. In this regard the Company hasreceived a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.

There are no specifications reservations adverse remarks on disclosures by theStatutory Auditors in their report. They have not reported any incident of fraud to theAudit Committee of the Company during the year under review.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s DSMR & Associates Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2014 – 2015. The SecretarialAudit report is annexed herewith as Annexure – V

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.

During the financial year 2014-15 the Company has not received any complaints onsexual harassment.

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

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operationextended by the Bankers STPI Customs and Central Excise and various State and CentralGovernment Agencies. Your Directors also thank all the Customers Members and Employeesfor their valuable support and confidence in the Company.

For and on behalf of the Board
For Capricorn Systems Global Solutions Limited
Place: HYDERABAD
Date : 31st August 2015 Sd/-
S. Man Mohan Rao
Managing Director
DIN : 00109433

Annexure – I to the 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)]

Disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

a) Name(s) of the related party and nature of relationship

b) Nature of contracts/arrangements/transactions

c) Duration of the contracts/arrangements/transactions

d) Salient terms of the contracts or arrangements or transactions including the valueif any

e) Justification for entering into such contracts or arrangements or transactions

f) Date(s) of approval by the Board

g) Amount paid as advances if any

h) Date on which the special resolution was passed in general meeting as required underfirst proviso to Section 188

2. Details of material contracts or arrangement or transactions at arm's length basis:

a) Name(s) of the related party and nature of relationship Capricorn Systems Inc. entity in which S. Man Mohan Rao is interested
b) Nature of contracts/arrangements/transactions Sale of Services
c) Duration of the contracts/arrangements / transactions On Going
d) Salient terms of the contracts or arrangements or transactions including the value if any Running of Services as per the requirement of the Customer.
e) Date(s) of approval by the Board if any 11-08-2014
f) Amount paid as advances if any NIL

 

For and on behalf of the Board
For Capricorn Systems Global Solutions Limited
Place: HYDERABAD
Date : 31st August 2015 Sd/-
S. Man Mohan Rao
Managing Director
DIN : 00109433

Annexure – II to the Directors Report

Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 (3) ofthe Companies

(Accounts) Rules 2014 and forming part of the Directors Report

A. CONSERVATION OF ENERGY:

a. Adequate measures have been taken to conserve energy wherever possible.

b. Additional investments and proposals if any being implemented for reduction ofconsumption of energy: NIL

c. Impact of measures for reduction of energy consumption / energy conservation: NIL

B. RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION :

1. The company has an Inhouse team for upgradation / development of technologies andproducts.

2. Benefits Derived : Faster turn around time in delivery of the projects.

3. Future plan of action : Enhancing the capacity & capability of the team as pergrowth needs of the company.

C. In case of imported technology imported during the last 5 years reckoned from thebegin- ning of the financial year following information may be furnished:

a. Technology Imported: N. A. b. Year of Import: N. A.

c. Has technology fully absorbed areas where this has not been taken place reasonsthereof and plan of action: N. A.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports initiatives taken to increase exports developmentof new export markets for products and services and export plans:

b. Total Foreign Exchange used and earned:

2014 - 2015 2013 - 2014
S.No. Particulars of the transaction (in Rs.) (in Rs.)
1. Total Foreign Exchange earnings 42768089 35991018
2. Foreign Exchange outgo Nil Nil

 

For and on behalf of the Board
For Capricorn Systems Global Solutions Limited
Place: HYDERABAD
Date : 31st August 2015 Sd/-
S. Man Mohan Rao
Managing Director
DIN : 00109433

Annexure – III to the Directors Report

Particulars of employees pursuant to Section 134 (3) (q) and Section 197 (12) of theCompanies Act 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forming part of the Directors' Report for the year endedMarch 31 2015

S. No. Requirements of Rule 5 (1) Details
1 Ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year 2014 – 15 2.36
2 The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year 2014 – 15 0%
3 The percentage increase in the median remuneration of employees in the financial year 2014 – 15 (20%)
4 The number of permanent employees on the rolls of the Company as on 31st March 2015 63
5 The explanation on the relationship between average increase in remuneration and company performance No increase in Remuneration of M.D. during the year
6 Comparison of the remuneration of the Key Managerial Personnel against performance of the Company The total turnover of the company for the period 2014-15 is Rs.394.36 Lakhs as against Remuneration of Rs.6 Lakhs .
7 Variations in the market capitalisation of the Company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies. The Market capitalisation as on 31.03.2015 showed an increase of 46% compared to the previous year. The price earnings ratio showed an increase of 7.69% compared to the previous year.
8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration No increase in remuneration of Directors as compares to previous year
9 Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company The remuneration of MD is unchanged during the year
10 The key parameters for any variable component of remuneration availed by the Directors No vaiable component in remuneration
11 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year 4.51 times
12 Affirmation that the remuneration is as per the remuneration policy of the company Remuneration paid during the year ended 31st March 2015 is as per the Remuneration policy of the Company.

Statement pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forming part of the Directors' Report for the year endedMarch 31 2015

(A) Personnel who are in receipt of remuneration aggregating not less than Rs.6000000per annum and employed through out of the financial year

Name Designation & Nature of Duties Remuneration (Gross) Qualification Date of Commencement of Employment Age in Years Last Employment
NIL

(B) Personnel who are in receipt of remuneration aggregating not less than Rs.500000per month and employed for part of the financial year

Name Designation & Nature of Duties Remuneration (Gross) Qualification Date of Commencement of Employment Age in Years Last Employment
NIL

 

For and on behalf of the Board
For Capricorn Systems Global Solutions Limited
Place: HYDERABAD
Date : 31st August 2015 Sd/-
S. Man Mohan Rao
Managing Director
DIN : 00109433

"ANNEXURE IV"

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 L52510TG1985PC043347
2. Registration Date 16/03/1985
3. Name of the Company CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED
4. Category / Sub-Category of the Company Public Company / Limited by Shares
5. Address of the Registered Office & Contact Details 8-2-293/82 A/407 Plot No. 408A Road No. 22A
Jubiliee Hills Hyderabad - 500033
Telephone - 040-23547889
Fax : 040-23547889
Email : dmadhav08@yahoo.com
Website : www.capricornsys-global.com
6. Whether listed Company Yes
7. Name Address & Contact details of the Registrar & Transfer Agent if any VENTURE CAPITAL AND CORPORATE INVESTMENT
PRIVATE LIMITED
12-10-167 Bharat Nagar Hyderabad - 500018.
Telephone : 040-23818475 / 76
Fax : 040-23868024
Email : info@vccilindia.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)

S.No. Name and Description of Main Products / Services NIC Code of the Products / Service % to Total Turnover of the Company
1. Computer Programming Consultancy and related activities 620 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :

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

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

of the year (As on 31-March-2014) No. of Shares held at the beginning of the year (As on 31-March-2015) % No. of Shares held at the beginning
Category of Share holders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares Change during the Year
A. Promoters
1. Indian
a. Individuals/ HUF 1650000 757500 2407500 60.25 1650000 758500 2408500 60.28 0.03
b. Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL
c. State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
d. Bodies Corp 268600 NIL 268600 6.72 268600 NIL 268600 6.72 NIL
e. Banks/FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
f. Any other NIL NIL NIL NIL NIL NIL NIL NIL NIL
Total Share holding of (A)1 1918600 757500 2676100 66.97 1918600 758500 2677100 67 0.03
2. Foriegn
a. NRI Indivi- dials NIL NIL NIL NIL NIL NIL NIL NIL NIL
b. Other Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
c. Bodies Corporate NIL NIL NIL NIL NIL NIL NIL NIL NIL
d. Any other NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub Total (A) 2 NIL NIL NIL NIL NIL NIL NIL NIL NIL
TOTAL (A) NIL NIL NIL NIL NIL NIL NIL NIL NIL
B. Public
Shareholding
1. Institutions NIL NIL NIL NIL NIL NIL NIL NIL NIL
a. Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
b. Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
c. Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL
d. State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
e. Venture
Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
f. Insurance Companies NIL NIL NIL NIL NIL NIL NIL NIL NIL
g. FIIS NIL NIL NIL NIL NIL NIL NIL NIL NIL
h. Foriegn
Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
i. Other (Specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub Total (B)(1) NIL NIL NIL NIL NIL NIL NIL NIL NIL
2. Non-
Institutions
a. Bodies Corp
i. Indian 1242 NIL 1242 0.03 21727 NIL 21727 0.54 0.51
ii. Overseas NIL NIL NIL NIL NIL NIL NIL NIL NIL
b. Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
i. Individual shareholders holding nominal share capital upto Rs.1 lakh 102743 21000 123743 3.10 139103 20000 159103 3.98 0.88
ii. Individual shareholders holding nominal share capital excess Rs.1 lakh 1129900 65000 1194900 29.90 1088055 50000 1138055 28.48 -1.42
c. Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL
Non Resident Indians 15 NIL 15 0.00 15 NIL 15 0.00 NIL
Overseas Corporate Bodies NIL NIL NIL NIL NIL NIL NIL NIL NIL
Foriegn Nationals NIL NIL NIL NIL NIL NIL NIL NIL NIL
Clearing Members NIL NIL NIL NIL NIL NIL NIL NIL NIL
Trusts NIL NIL NIL NIL NIL NIL NIL NIL NIL
Foriegn
Bodies - D R NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub Total
(B) (2) 1233900 86000 1319900 33.03 1248900 70000 1318900 33 -0.03
Total Public Shareholding (B) = (B)(1)+ (B)(2) NIL NIL NIL NIL NIL NIL NIL NIL NIL
C. Shares held by Custodian for GDRs & ADRs NIL NIL NIL NIL NIL NIL NIL NIL NIL
Grand Total (A+B+C) 3152500 843500 3996000 100 3167500 828500 3996000 100 NIL

B. Share holding of Promoter :

Shareholding at the of the year beginning Shareholding at the end of the year
S. No. Shareholder’s Name 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. Suddala Murali Krishna 1650000 41.29 NIL 1650000 41.29 NIL NIL
2. S. Manmohan Rao 300000 7.51 NIL 300000 7.51 NIL NIL
3. G. Surender Reddy 300000 7.51 NIL 300000 7.51 NIL NIL
4. Laxmi Twisters Pvt Ltd. 268600 6.72 NIL 268600 6.72 NIL NIL
5. S. Sarala Devi 120000 3.00 NIL 120000 3.00
6. I. Deepa 30000 0.75 38500 0.96 0.21
7. Sadashiv Sawarikar 7500 0.19 NIL NIL (0.19)

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

Shareholding at the beginning of the year Cumulative Shareholding during the year
S. No. Particulars No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1. I. DEEPA
At the beginning of the year 30000 0.75 38500 0.96
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/ transfer/bonus/sweat equity etc.) - 6/7/13-Transfer 8500 0.21
At the end of the year 38500 0.96 38500 0.96
2. SADASHIV SAWARIKAR
At the beginning of the year 7500 0.19 NIL NIL
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/ seat equity etc.) - 30/6/14-Transfer (7500) (0.19)
At the end of the year NIL NIL NIL NIL

D. Shareholding Pattern of top ten Shareholders :

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

Shareholding Date Increase/ decrease in share holding Reason Cumulative Shareholding during the year (01-04-2014 to 31-03-2015)
S. No. Name No.of shares at the beginning 1-4-2014/ end of the year 31-3-2015 % of total shares of the company No. of shares % of total shares of the company
1. Raj Kumar 273900 NIL 12/8/2014 -7297 Transfer 266603 6.67
Raj Kumar 22/8/2014 -2328 Transfer 264275 6.61
Raj Kumar 29/8/2014 -65 Transfer 264210 6.61
Raj Kumar 12/9/2014 -2 Transfer 264208 6.61
Raj Kumar 19/9/2014 -11 Transfer 264197 6.61
Raj Kumar 23/9/2014 -15 Transfer 264182 6.61
Raj Kumar 19/12/2014 -10 Transfer 264172 6.61
Raj Kumar 16/1/2015 -40 Transfer 264132 6.61
Raj Kumar 23/1/2015 -45 Transfer 264087 6.61
Raj Kumar 30/1/2015 -35 Transfer 264052 6.61
Raj Kumar 27/3/2015 -19200 Transfer 244852 6.13
Raj Kumar 31/3/2015 3 Transfer 244855 6.13
2. Suresh Kumar
Agarwal 81000 2.03 5/9/2014 -18800 Transfer 62200 1.56
3. Vinod Saraf 100000 2.50 12/8/2014 -100000 Transfer NIL NIL
4. Kavita Saraf 100000 2.50 12/8/2014 -100000 Transfer NIL NIL
5. Arun Gulab Bomble NIL NIL 28/11/2015 262200 Bought 262200 6.56
Arun Gulab Bomble NIL NIL 27/3/2015 7000 Bought 269200 6.74
6. Sarla Argal 81600 2.04 18/7/2014 -81600 Transfer NIL NIL

E. Shareholding of Directors and Key Managerial Personnel :

Shareholding at the beginning of the year Shareholding at the during of the year
S. No 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. S. Man Mohan Rao
At the beginning of the year 300000 7.51 300000 7.51
Date wise Increase / Decrease in
Shareholding during the year NIL NIL
At the end of the year 300000 7.51 300000 7.51
2. Mr Anand Deshmukh
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Shareholding during the year NIL NIL NIL NIL
At the end of the year NIL NIL NIL NIL
3. Mr K.V. Srinivasa Rao
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Shareholding during the year NIL NIL NIL NIL
At the end of the year NIL NIL NIL NIL
4. Mr. G. Ramesh Babu
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Shareholding during the year NIL NIL NIL NIL
At the end of the year NIL NIL NIL NIL
5. Mrs. Gurram Lakshmi
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Shareholding during the year NIL NIL NIL NIL
At the end of the year NIL NIL NIL NIL

V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding /accrued but not due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebted- ness
Indebtedness at the beginning of the Financial Year
i) Principal Amount 10000000 NIL NIL 10000000
ii) Interest due but not paid 222676 NIL NIl 222676
iii) Interest accrued but not due NIL NIL NIL NIL
Total ( i+ ii + iii ) 10222676 NIL NIL 10222676
Change in Indebtedness during the Financial Year
* Addition
* Reduction 107616 NIL NIL 107616
Indebtedness at the end of the Financial Year
i) Principal Amount 10000000 NIL NIL 10000000
ii) Interest due but not paid 115060 NIL NIL 115060
iii) Interest accrued but not due
Total ( i + ii + iii ) 10115060 NIL NIL 10115060

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL -

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

S. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
1. SUDDALA MAN MOHAN RAO Managing Director
Gross Salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act 1961 Rs.50000 per month Rs.600000 pa.
(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.50000 per month Rs.600000 p.a.
Ceiling as per the Act

B. Remuneration to other Directors : NIL

S.No. Particulars of Remuneration Total Amount
1 Independent Directors
Fee for attending board committee meetings
Commission
Others please specify
Total (1)
2 Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others please specify
Total (2)
Total (B) = (1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act

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

S.No. Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
1. Gross Salary
a) Salary as per provisions contained in secion 17(1) of the Income-tax Act 1961
b) Value of perquisites u/s 17(2) Income-tax 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

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

There were no Penalties / Punishment / Compounding of offences for the year ending 31stMarch 2015

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