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Deccan Bearings Ltd.

BSE: 505703 Sector: Engineering
NSE: N.A. ISIN Code: INE498D01012
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VOLUME 1
52-Week high 13.67
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P/E
Mkt Cap.(Rs cr) 2.98
Buy Price 13.67
Buy Qty 1049.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.67
CLOSE 13.02
VOLUME 1
52-Week high 13.67
52-Week low 6.65
P/E
Mkt Cap.(Rs cr) 2.98
Buy Price 13.67
Buy Qty 1049.00
Sell Price 0.00
Sell Qty 0.00

Deccan Bearings Ltd. (DECCANBEARINGS) - Director Report

Company director report

To

The Members

DECCAN BEARINGS LIMITED

Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312015.

FINANCIAL RESULTS

Particulars March 31 2015 March 31 2014
Net Profit/ Net Loss Before Providing for Depreciation (514547) 451765
Less: Depreciation 1513466 848948
Profit after Providing for Depreciation (2028013) (397183)
Add / (Less) Provision for:
A) Differed Tax 65742 136807
B) Income Tax
Profit/(Loss) after Taxation (1962271) (260376)
Add: Balance brought forward from previous year (3492019) (3412888)
Add: Excess Provision for Tax for Earlier NIL 181245
Balance Carried to Balance Sheet (5454290) (3492019)

OPERATIONAL REVIEW:

Gross revenues has decreased to Rs. 35283068 against Rs. 43837513 in theprevious year. The Company has for the year ended 31st March 2015 made a netloss of Rs 1962271 (Previous year Rs. 79131) after providing for taxation.

DIVIDEND

With a view to strengthen the financial position of the Company your Directors did notrecommend any dividend for its equity shareholders.

FIXED 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.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has not taken / given any loans or guarantees covered under the provisionsof section 186 of the Companies Act 2013. The details of the investments made by companyare given in the notes to the financial statements.

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 & Managing 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.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION.

A. Conservation Of Energy: Not applicable

B. Research & Development (R & D):

1. Special areas in which R & D carried out by the company:

R & D activity covers application development of new sizes specifically developedfor customer requirements.

2. Benefits Derived As A Result Of The Above R & D:

Enlargement of product range and contribution to import substitution program ofcustomers.

3. Future plan of action:

To cover more users/industries under the fold of application developed program.

4. Expenses on R & D:

The expenses on development activity being a part of the overall operation are notseparately accounted for.

C. Technology absorption adaptation and innovation:

During the year on-going product up gradation in terms of quality and productivity wasmaintained using in-house technology. No imported technology was absorbed and theCompany's products continue to enjoy international acceptance.

EMPLOYEES RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels. DIRECTORS:

A. Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.

B. Appointment:

During the year 2014-2015 Ms. Kavita Sandeep Pawar (DIN: 02717275) was appointed as anAdditional Director on the Board of the Company.

{Ms. Kavita S. Pawar resigned from the Directorship of the Company w.e.f 05/06/2015}

C. Cessation:

None of the Directors have ceased from their office during the year 2014 -15.

D. Retirement by rotation:

In terms of the provisions of the Companies Act 2013 Abhay Vipin Kothari (DIN:00110960) retires by rotation at this Annual General Meeting and being eligible offerhimself for re-appointment.

None of the Directors are disqualified from being appointed as specified in Section 164of the Companies Act 2013.

Brief details of Directors proposed to be appointed/re-appointed as required underclause 49 of the Listing Agreement are provided in the Notice of Annual General Meetingforming part of this Annual Report.

FORMAL ANNUAL EVALUATION:

In terms of the provisions of the Act the Board has carried out annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee (NRC) andStakeholders Relationship Committee (SRC).

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

1. Foreign Exchange Earnings : [Export of Goods(F.O.B.)] (Nil) (Nil)
2. Foreign Exchange Outgo:
Traveling (Nil) (2 26859)
Imports
Raw - Materials on C.I.F. (Nil) (Nil)
Trading Goods on C.I.F. 7007637 (11120644)

MEETINGS OF THE BOARD:

Seven Meetings of the Board of Directors of the Company were held during the year.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

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.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

SHARE CAPITAL:

During the year 2014-2015 the Company has not made any issue of equity shares withdifferential voting Rights Sweat Equity Shares and Employee Stock Option.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in “Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as “code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code. All Management Staff were given appropriate training in this regard.

AUDIT COMMITTEE

The Committee met 4 times during the year under review.

Composition and attendance during the financial year ended 31st March 2015is as under:

Name of Directors Designation Category No. of Meetings attended
Mr. Rajeev D. Shenvi Chairman Independent / Non-Executive 04
Mr. Abhay V. Kothari Member Non-Executive 04
Mr. Mahesh Parab Member Independent / Non-Executive 04

NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act 2013 (the Act)the 'Remuneration Committee' has been re-designated as the 'Nomination and RemunerationCommittee' with amended scope of powers as mandated by the Act.

Composition of Nomination and Remuneration Committee is as under:

Name of Director Designation Category
Mr. Mahesh S. Parab Chairman Independent / Non- Executive
Mr. Rajeev Damodar Shenvi Member Independent / Non- Executive
Mr. Abhay Vipin Kothari Member Non Executive Director

The Nomination and Remuneration Committee met 4 times

The Nomination and Remuneration Committee has formulated a policy relating to theappointment remuneration and removal of Executive Directors Key Managerial Personnel andOther Senior Management Personnel of the Company in accordance with the provisions ofSection 178 of the Act.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act 2013 (the Act)the 'Shareholders Grievance Committee' has been re-designated as the 'StakeholdersRelationship Committee' with amended scope of powers as mandated by the Act.

Composition of Stakeholders Relationship Committee is as under:

Name of Director Designation Category
Mr. Mahesh S. Parab Chairman Independent / Non- Executive
Mr. Rajeev Damodar Shenvi Member Independent / Non- Executive
Mr. Abhay Vipin Kothari Member Non Executive Director

Managerial Remuneration:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:

Name of the Director Amount of remuneration to Directors Percentage increase in the remuneration Ratio of remuneration of each Director/ to median remuneration of employees
Mr. Abhay Kothari 0 0.00 0
Mr. Rajeev Shenvi 0 0.00 0
Mr. Kiran N. Vora 1173360 0.00 109.66
Mr. Barukhbhai W. Christian 397966 0.00 37.19
Ms. Kavita Pawar 0 0.00 0

A) None of the employee of the Company was in receipt of the remuneration (throughoutthe financial year or part thereof) as per Rule 5(2) of the Companies (Appointment ofManagerial Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directorsof the Company are the Managing Director or Whole Time Director in the Associate Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. In staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility. The Company has a Whistle Blower Policy to deal with instancesof fraud and mismanagement if any. The Whistle Blower Policy

ensures that strict confidentiality is maintained whilst dealing with concerns and alsothat no discrimination will be meted out to any person for a genuinely raised concern. Ahigh level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

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 preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonis self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. As required under section 204 (1) of the Companies Act 2013 theCompany has obtained a secretarial audit report. Certain observations made in the reportwith regard to non filing of some forms were mainly due to ambiguity and uncertainty ofthe applicability of the same for the relevant period. However the company would ensurein future that all the provisions are complied with the fullest extent.

AUDITORS:

At the Annual General Meeting the Member will be requested to ratify theRe-Appointment of M/s.

D.V.Vora & CO. (Firm Registration No.lll624W) Chartered Accountants Auditors ofthe Company and authorize the Board of Directors to fix their Remuneration.

The Report of the statutory Auditors along with the notes to schedule is enclosed tothis report and does not contain any qualification reservation or adverse remark ordisclaimer.

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 S.G. and Associates a firm of company Secretaries in practice (Mumbai) toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

The company has framed a risk management policy and the same is available on thewebsite of the Company. The Company believes that risk should be managed and monitored ona continuous basis. As a result the Company has designed a dynamic risk managementframework to allow to manage risks effectively and efficiently enabling both short termand long term strategic and business objectives to be met.

COST AUDIT:

As per the Rules made by central government for the maintenance of cost record undersection 148 (1) of the Companies act 2013 does not apply in respect of company'sbusiness.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion Analysis Report forms an integral part of this Annual ReportACKNOWLEDGEMENTS:

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 cooperation and assistance.

By Order of the Board of Directors

Sd/-

Kiran Vora

Managing Director

DIN: 00108607

Place: Mumbai

Date: 31st July 2015

Annexure A to Boards Report

SECRETARIAL AUDIT REPORT

For The Financial Year Ended On 31st March 2015

(Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014)

To

The Members

Deccan Bearings Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Deccan Bearings 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 forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Deccan Bearings Limited for the financial year ended on 31stMarch 2015 according to the provisions of:

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

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA) and the rules madethereunder;

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

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 ('SEBI Act') viz.:

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

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

> The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

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

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

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

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

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

(vi) OTHER APPLICABLE ACTS

> Factories Act 1948

> Payment Of Wages Act 1936 and rules made thereunder

> The Minimum Wages Act 1948 and rules made thereunder

> Employees' State Insurance Act 1948 and rules made thereunder

> The Employees' Provident Fund and Miscellaneous Provisions Act 1952 and rulesmade thereunder

> The Payment of Bonus Act 1965 and rules made thereunder

> Payment of Gratuity Act 1972 and rules made thereunder

> The Water (Prevention & Control of Pollution) Act 1974 Read with Water(Prevention & Control of Pollution) Rules 1975

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

> Secretarial Standards issued by The Institute of Company Secretaries of India.

> The Listing Agreements entered into by the Company with Bombay Stock Exchange

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above except to the extent asmentioned below:

The Company has not appointed Chief Financial Officer and Company Secretary as requiredunder Section 203 of the Companies Act 2013.

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.

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.

S.G.And Associates Sd/-

Suhas Ganpule

Practising Company Secretary

COP No.: 5722

Place: Mumbai

Date: 31/07/2015

'ANNEXURE A'

To

The Members

DECCAN BEARINGS LIMITED

315/321 Prospect Chambers

Dr D N Road Fort

Mumbai - 400 001

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

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes 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 processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

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

6. 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.

S.G.And Associates

Sd/-

Suhas Ganpule

Practising Company Secretary

COP No.: 5722

Place: Mumbai

Date: 31/07/2015

Annexure B to Board's Report

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2015 of DECCAN BEARINGS LIMITED

Pursuant to section 92(3) of the Companies Ad 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014

I. REGISTRATION AND OTHER DETAILS:

CIN: L29130MH1985PLC035747
i) Registration Date [DDMMYY] 26/03/1985
ii) Category of the Company Public Company - Yes
Private Company
iii) Sub Category of the Company Company Having Share Capital and Limited by Shares
iv) Whether shares listed on recognized Stock Exchange(s) Stock Exchange Name- Bombay Stock Exchange
If yes details of stock exchanges where Code - 505703
v) AGM details- 11th September 2015
Whether extension of AGM was granted - Yes / No. ( If yes provide reference number date of approval letter and the period up to which extension granted) NO
If Annual General Meeting was not held specify the reasons for not holding the same N.A.

VI) NAME AND REGISTERED OFFICE ADDRESS OF COMPANY:

Company Name DECCAN BEARINGS LTD
Address 315/321 Prospect Chambers Dr D N Road Fort
Town / City Mumbai
State Maharashtra
Pin Code: 400001
Country Name : India
Country Code IN
Telephone (With STD Area Code) 022-22044159 22852552
Fax Number : 022-22875841
Email Address grievances@deccanbearings.com
Website www.deccanbearings.com
Name of the Police Station having jurisdiction where the registered office is situated Commissioner of Police Office Dr. D N Road Fort.
Address for correspondence if different from address of registered office: Same As Mentioned Above.

VII) Name and Address of Registrar & Transfer Agents ( RTA ):- Full address andcontact details to be given.

Registrar & Transfer Agents ( RTA ):- Purva Share Registry (India) Pvt. Ltd
Address: Unit no. 9 Shiv Shakti Ind. Estt. J .R. Boricha marg Opp. Kasturba Hospital Lane Lower Parel (East)
Town / City Mumbai
State Maharashtra
Pin Code: 400 Oil
Telephone (With STD Area Code) 022-2301 6761 / 8261
Fax Number : 022-2301 2517
Email Address busicomp@vsnl.com
Website www.purvashare.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 Bearings 2913 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies forwhich information is being filled]]

Name and address of the Company CIN/GLN Holding /Subsidiary/ Associate
NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE

IV. SHARE CAPITAL DEBENTURES AND OTHER SECURITIES OF THE COMPANY

i) Share Capital

a) Authorised Capital-

Class of Shares No. of shares Nominal Value per share (Rs.) Total Nominal value of shares [Rs.]
Equity Share
At the beginning of the year 3250000 10 32500000
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
At the end of the year 3250000 10 32500000
Preference Share
At the beginning of the year N.A. N.A. N.A.
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
At the end of the year N.A. N.A. N.A.
Unclassified Shares
At the beginning of the year N.A. N.A. N.A.
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
At the end of the year N.A. N.A. N.A.
Total Authorized Capital at the beginning of the year 3250000 10 32500000
Total Authorised Capital at the end of the year 3250000 10 32500000

b) Issued Share Capital

Class of Shares No. of shares Nominal Value per share (Rs.) Total Nominal value of shares [Rs.]
Equity Share
At the beginning of the year 2183334 10 21833340
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
At the end of the year 2183334 10 21833340
Preference Share
At the beginning of the year N.A. N.A. N.A.
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
At the end of the year N.A. N.A. N.A.
Total Issued Share Capital at the beginning of the year 2183334 10 21833340
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
Total Issued Share Capital at the end of the year 2183334 10 21833340

C) Subscribed Share Capital

Class of Shares No. of shares Nominal Value per share (Rs.) Total Nominal value of shares [Rs.]
Equity Share
At the beginning of the year 2183334 10 21833340
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
At the end of the year 2183334 10 21833340
Preference Share
At the beginning of the year N.A. N.A. N.A.
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
At the end of the year N.A. N.A. N.A.
Total Subscribed Share Capital at the beginning of the year 2183334 10 21833340
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
Total Subscribed Share Capital at the end of the year 2183334 10 21833340

d) (i) Paid Up Share Capital-

Class of Shares No. of shares Nominal Value per share (Rs.) Total Nominal value of shares [Rs.]
Equity Share
At the beginning of the year 2183334 10 21833340
Changes during the year N.A. N.A. N.A.
1.Increase N.A. N.A. N.A.
i. Public Issue N.A. N.A. N.A.
ii. Private Placement / Preferential Allotment N.A. N.A. N.A.
iii. ESOS N.A. N.A. N.A.
iv. Sweat Equity N.A. N.A. N.A.
v. Conversion - Pref. shares / Debentures N.A. N.A. N.A.
vi. Conversion into equity N.A. N.A. N.A.
vii. GDR / ADR N.A. N.A. N.A.
viii. Others please specify N.A. N.A. N.A.
2. Decrease N.A. N.A. N.A.
i. Buy-back N.A. N.A. N.A.
ii. Forfeiture N.A. N.A. N.A.
iii. Re-issue of forfeited shares N.A. N.A. N.A.
iv. Reduction N.A. N.A. N.A.
v. Others please specify N.A. N.A. N.A.
At the end of the year 2183334 10 21833340
Total Paid Up Share Capital at the beginning of the year 2183334 10 21833340
Changes during the year (Increase) N.A. N.A. N.A.
Changes during the year (Decrease) N.A. N.A. N.A.
Total Paid Up Share Capital at the end of the year 2183334 10 21833340

d) (ii) Details of stock split / consolidation during the year (for each class ofshares):-

Class of shares Before split /consolidation After split / Consolidation
Number of shares Not Applicable Not Applicable
Face value per share Not Applicable Not Applicable

ii) Debentures

Type of Debentures No. of Debentures Nominal Value per Debentures (Rs.) Total Nominal value of Debentures [Rs.]
Non-convertible (for each type):- " " "
At the beginning of the year " " "
Changes during the year (Increase/ Redemption) " " "
At the end of the year " " "
Partly-convertible (for each type) " " "
At the beginning of the year " " "
Changes during the year (Increase/ Redemption) Not Applicable Not Applicable Not Applicable
At the end of the year " " "
Fully-convertible (for each type) " " "
At the beginning of the year " " "
Changes during the year (Increase/ Converted) " " "
At the end of the year " " "
Total Amount of Debentures " " "
At the beginning of the year " " "
Changes during the year (Increase/ Redemption/ Converted) " " "
At the end of the year " " "
" " "

iii) Other Securities-

Type of Securities No. of Securities Nominal Value of each Unit (Rs.) Total Nominal Value (Rs.) Paid up Value of each Unit (Rs.) Total Paid up Value (Rs.)

Not Applicable

iv) Securities Premium Account-

Class of Securities on which premium received No. of Securities Premium per unit [Rs.] Total Premium [Rs.]
Premium on Equity [specify for each type 1 " " "
At the beginning of the year " " "
Changes during the year " " "
1.Increase " " "
i. Public Issue " " "
ii. Private Placement / Preferential Allotment " " "
iii. ESOS Not Applicable Not Applicable Not Applicable
iv. Conversion - Pref. shares / Debentures " " "
v. Conversion into equity " " "
vi. GDR / ADR " " "
vii. Others please specify " " "
2. Decrease " " "
i) Utilization for issue of bonus shares " " "
ii) ......................... " " "
iii) ........................ " " "
At the end of the year " " "
Premium on Other Securities " " "
At the beginning of the year " " "
Changes during the year " " "
1) Increase -Fresh issue " " "
2) Decrease-Premium on redemption " " "
At end of the year " " "
Total securities premium at the Beginning of the year " " "
Change during the year " " "
Increase " " "
Decrease " " "
Total securities premium at the end of the year " " "

V. Turnover and net worth of the company (as defined in the Act)

(i) Turnover:
- Turnover at the end of the financial year: Rs. 35283068
(ii) Net worth of the Company:
- Net worth at the end of the financial year: Rs. 29964505

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

i) Category-wise Share Holding

Category of Sharehold ers

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]

% Cha nge duri ng the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual / HUF
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - 341581 341581 15.64 - 341581 341581 15.64 -
e) Banks / FI - - - - - - - - -
f) Any other - 504450 504450 23.10 - 504450 504450 23.10 -
(2). Foreign
Directors / Promoters & there Relatives. 717830 717830 32.88 717830 717830 32.88
Total shareholdi ng of Promoter (A) 1563861 1563861 71.62 1563861 1563861 71.62
B. Public Shareholdi ng
1. Institutions / Body Corporate
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds
f) Insurance Companies
g) FUs - - - - - - - - -
h) Foreign Venture Capital Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- - - - - - - - - -
2. Non- Instituti ons
a) Bodies Corp. 2140 2140 0.10 2218 - 2218 0.10 -
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholde rs holding nominal share capital upto Rs. 1 lakh 43510 350086 393596 18.03 57548 350486 408034 18.69 0.66
ii)Individu al shareholde rs holding nominal share capital in excess of Rs 1 lakh 10749 208019 218768 10.02 207619 207619 9.51 0.51
c) Others (specify)
Non Resident Indians 48 48 0.00 48 48 0.00
Overseas Corporate Bodies
Foreign Nationals - - - - - - - - -
Clearing Members - - - - - - - - -
Trusts - - - - - - - - -
Foreign Bodies - D R
HUF 4921 - 4921 0.23 1554 - 1554 0.07 0.16
Sub-total (B)(2):- - - - - - - - - -
Total Public Shareholdi ng (B)=(B)(1)+

B) Shareholding of Promoter-

Shareholder's Name

Shareholding at the beginning of the year 31st March 2014

Share holding at the end of the year 31st March 2015

% change in share holdin g during the year
No. of Shares % of total Shares of the company % of Shares Pledged / encumbere d to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares
1 NIP Exports Pvt Ltd 341581 15.64 - 341581 15.64 - -
2 Mukesh N Vora 235180 10.77 235180 10.77
3 Nirupa N Vora HUF 155833 7.14 155833 7.14
4 Nirupa N Vora 130350 5.97 130350 5.97
5 Malini M Vora 130350 5.97 - 130350 5.97 - -
6 Gopa M Vora 124050 5.68 - 124050 5.68 - -
7 Kiran N Vora 97475 4.46 - 97475 4.46 - -
8 Mukesh N Vora HUF 90700 4.15 - 90700 4.15 - -
9 Manish N Vora 79750 3.65 79750 3.65
10 Manish N Vora HUF 57800 2.65 57800 2.65
Prerna K Vora 11 51000 2.34 - 51000 2.34 - -
12 Kiran N Vora HUF 45335 2.08 45335 2.08
13 Hasmukh R Gandhi 14173 0.65 14173 0.65
14 Dilip V Vora 5318 0.24 - 5318 0.24 - -
15 Bhagasingh Rajporohit 2836 0.13 2836 0.13
16 Balu K Narang 2130 0.10 2130 0.10
TOTAL 1563861 71.63 1563861 71.63 -

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

There is no change in the promoters Share holding during the year 2014-2015.

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 1563861 71.63
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 1563861 71.63

D) Shareholding Pattern of top ten Shareholders:

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

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year (01-04-14 to 3103-15)

Date Increase/ Decrease in shareholding Reason
No. of shares

% of total shares of the company

No. of shares % of total shares of the company
1. ChetanD. Dedania NIL

NIL

03/05/2014 54517 Transfer 56517 2.5886
2. Rahul N. Mehta NIL

NIL

05/12/2014 54500 Transfer 54500 2.4962
3. Dimple D. Dedania NIL

NIL

03/05/2014 53967 Transfer 53967 2.4718
4. Rima D. Dedania NIL

NIL

03/05/2014 31135 Transfer 31135 1.426
5. Pratap Khakharia 11500

0.5267

- - - 11500 0.5267
6. Mahesh Natvarlal Mehta 41934

1.9206

03/05/2014 25/11/2014 (31135) (1100) Transfer 9699 0.4442
7. Paresh C. Modi 6800

0.3115

- - - 6800 0.3115
8. Raju C. Modi 6800

0.3115

- - - 6800 0.3115
9. Kanta C. Modi

6133

0.2809 - - - 6133 0.2809
10. Chandulal A. Modi

5967

0.2733 - - - 5967 0.2733

E) Shareholding of Directors and Key Managerial Personnel:

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 142810 7.00
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): 0.00 0.00
At the end of the year 142810 7.00

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1415073 2831665 - 4246738
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1415073 2831665 - 4246738
Change in Indebtedness during the financial year
* Addition - - - -
* Reduction 601034 2604563 - 3205597
Net Change -601034 -2604563 - 1041141
Indebtedness at the end of the financial year
i) Principal Amount 814039 227102 - 1041141
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 814039 227102 - 1041141

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Particulars of Remuneration No

Particulars

Total Amount
Kiran Nagindas Vora Barukhbhai Williambhai Christian
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 900000 388210 1288210
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 273360 0 273360
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0 0
2. Stock Option 0 0 0
3. Sweat Equity 0 0 0
4. Commission 0 0 0
- as % of profit
- others specify...
5. Others please specify 0 9756 9756
Total (A) 1173360 397966 1571326
Ceiling as per the Act 3000000 3000000 6000000

B. Remuneration to other Directors: (Amount in Rs.)

Particulars of No Remuneration

Particulars

Total Amount
Rajeev Damodar Shenvi Abhay Vipin Kothari
1. Independent Directors Fee for attending board / committee meetings 0 0 0
Commission 0 0 0
Others please specify 0 0 0
Total (1) 0 0 0
2. Other Non-Executive Directors 0 0 0
Commission 0 0 0
Others please specify 0 0 0
Total (2) 0 0 0
Total (B)=(l+2) 0 0 0
Total Managerial Remuneration 0 0 0

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

Particulars of Remuneration Particulars Total Amount
1. Gross salary Not Applicable Not Applicable
(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 (C) " "

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

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 Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
Penalty " " " " "
Punishment " " " " "
Compounding " " " " "
B. DIRECTORS " " " " "
Penalty " " " " "
Punishment " " " " "
Compounding " " " " "
C. OTHER OFFICERS IN DEFAULT " " " " "
Penalty " " " " "
Punishment " " " " "
Compounding " " " " "

Annexure C to the Board 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 arms length transactions under third proviso thereto

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

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

Deccan Bearings Marketing Pvt. Ltd Associate
Malini M. Vora Relative
Mukesh N. Vora (HUF) Relative
Nirupa M. Vora Relative
Nirupa M. Vora (HUF) Relative

Nature of contracts/arrangements/transactions: Repayment of Loan Duration of thecontracts / arrangements/transactions: N. A.

Salient terms of the contracts or arrangements or transactions including the value ifany:

The Company has repaid unsecured loan during the year amounting to Rs. 2523062.00 whichwas taken from below mentioned related parties.

Loan Repaid In The Year 20142015 (Amount in Rupees) Particular Relation
828062 Deccan Bearings Marketing Pvt. Ltd Associate
1735000 • Malini M. Vora Relatives
• Mukesh N. Vora (HUF)
• Nirupa M. Vora
• Nirupa M. Vora (HUF)

Date(s) of approval by the Board if any: 24th March 2015 Amount paid asadvances if any: N.A.

By Order of the Board of Directors

Sd/-

Kiran Vora

Managing Director

DIN: 00108607

Place: Mumbai

Date: 31st July 2015

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