You are here » Home » Companies » Company Overview » KG Petrochem Ltd

KG Petrochem Ltd.

BSE: 531609 Sector: Industrials
NSE: N.A. ISIN Code: INE902G01016
BSE LIVE 15:19 | 21 Sep 126.75 6.00
(4.97%)
OPEN

121.00

HIGH

126.75

LOW

117.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 121.00
PREVIOUS CLOSE 120.75
VOLUME 2073
52-Week high 151.00
52-Week low 83.50
P/E 8.00
Mkt Cap.(Rs cr) 66
Buy Price 126.75
Buy Qty 243.00
Sell Price 0.00
Sell Qty 0.00
OPEN 121.00
CLOSE 120.75
VOLUME 2073
52-Week high 151.00
52-Week low 83.50
P/E 8.00
Mkt Cap.(Rs cr) 66
Buy Price 126.75
Buy Qty 243.00
Sell Price 0.00
Sell Qty 0.00

KG Petrochem Ltd. (KGPETROCHEM) - Director Report

Company director report

To

The Members of

K G Petrochem Limited

Your Directors have pleasure in presenting this 36 Board's Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2016

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

2015-2016 2014-2015
Gross Income 21801.88 19080.52
Profit Before Interest and Depreciation 3052.82 2570.87
Interest Charges 707.09 858.37
Profit Before Depreciation 2343.73 1712.50
Depreciation 1360.95 1189.26
Net Profit Before Tax 982.78 523.34
Provision for Tax 55.90 314.53
Net Profit After Tax 926.88 208.71

REVIEW OF OPERATIONS

During the Financial Year the company was able to improve its performance in revenuefrom operation. The revenue from operation of the company for the year ended 31 March 2016was Rs. 21432.63 lacs as against Rs. 18589.93 Lacs in F.Y 2014-15 an increase of 15.29%on a year to year basic.

Further Segment wise result of operation is as under:-

Textile Division

During the year its revenue from operation was Rs. 21366.44 lacs including exportsales of Rs 16574.67 lacs (fob) as against Rs. 18501.44 lacs including export of Rs.14810.95 lacs in previous year growth of 15.49 %. The division has performed well duringthe year under review.

Agency Division

During the year the agency division has sold HDPE/LLDPE Granules 16146.45 Mt. amountingto Rs. 16798.67 lacs in comparison of 21846 Mt. amounting of Rs. 25581 lacs and earnedcommission of Rs. 66.19 lacs as compared to last year Rs. 88.43 Lacs only due to plant ofGail was under maintenance about 2 months.

Garment Division

Garment division is doing 100% Job work for Textile Division.

CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the business of the Company during the financial year 2015-16.

DIVIDEND

In order to conserve the resources of company the directors are not recommending anydividend.

AMOUNTS TRANSFERRED TO RESERVES

During the Financial year 2015-16 company has received capital subsidy under TUFFScheme Rs. 446.44 lacs (Net of withdrawal) which added in capital reserve and Rs. 926.90lacs transfer to surplus account.

INVESTOR EDUCATION AND PROTECTION FUND

There was no unclaimed / unpaid dividend hence the company is not required to transferany amount to Investor Education and Protection Fund (IEPF) pursuant to sections 124 and125 of the Companies Act 2013 and other applicable provisions.

SHARE CAPITAL

There was no any change in share capital of the company during the financial year2015-16.

MATERIAL CHANGE AND COMMIETMENTS

No material changes have occurred and commitments made affecting the financialposition of the company between the end of the financial year of the company and the dateof this report.

There is no order passed by any regulator or court or tribunal against the companyimpacting the going concern concept or future operations of the company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The company's internal control system is commensurate with the size scale andcomplexity of its operations. The main thrust of internal audit is to test and reviewcontrols appraisal of risks with best practices in the industry. The internal audit isentrusted to M/s. Arpit Vijay & Co Chartered Accountants. The Internal Auditor of thecompany conduct the audit on regular basis and Audit Committee actively review theInternal Audit Report. The Management with Audit Committee periodically reviews theInternal Control System and procedure for the efficient conduct of the business.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of Nomination and Remuneration Committee the Board appointed Mr.Radhey Shyam Gemini as an Additional Director of the company with effect from November09 2015 who shall hold office up to the Annual General Meeting and is eligible forappointment as Director as provided under the Articles of Association of the Company. TheCompany has received notice under Section 160 of the Companies Act 2013 from a membersignifying his intention to propose the candidature of Mr. Radhey Shyam Gemini for theoffice of Independent Director.

As per the provisions of the Companies Act 2013 Mrs. Savitri Kandoi will retire byrotation at the ensuing AGM and being eligible offered herself for re-appointment. TheBoard recommends her re-appointment.

Mr. Nitin Jaipuria who was appointed as the Independent Director of the company onJuly 13 2009 has resigned from the Board on November 06 2015. The Board of Directorsrecords their appreciation for the services rendered by Mr. Nitin Jaipuria during histenure.

Ms. Navita Khunteta who was the Company Secretory of the company on July 10 2014 hasresigned from the Company on February 04 2016. The Board of Directors records theirappreciation for the services rendered by Ms. Navita Khunteta during his tenure.

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.

MEETINGS OF THE BOARD OF DIRECTORS

During the year 2015-16 the Eight Board meetings were conveyed and held on 16/04/201518/04/2015 26/05/2015 30/05/2015 14/08/2015 23/09/2015 09/11/2015 & 13/02/2016.Other details pertaining to attendance at the meeting and sitting fee/ commission/remuneration paid to them at the meeting are given in Corporate Governance Report attachedwith this Report. The provisions of Companies Act 2013 and listing agreement were adheredto while considering the time gap between two meetings.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.

The Company has prepared an annual performance evaluation policy for performanceevaluation of Independent Directors Board and the Committees.

Separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. More details on the same are given in the Corporate Governance Report.

CREDIT RATING

ICRA has assigned a long-term rating of ICRA BBB (pronounced ICRA Triple B) andshort-term rating of ICRA A3+ (ICRA A three Plus) vide letter dated 30.5.2016.ICRA BBBthis rating are considered to have moderate degree of safety regarding timely servicing offinancial obligations. Such instruments carry moderate credit risk. ICRA] A3+Instruments with this rating are considered to have moderate degree of safety regardingtimely payment of financial obligations.

LISTING STATUS

Shares of the Company are listed on the Bombay Stock Exchange.

SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

The company does not have any subsidiary/associate/joint venture.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee constituted under section 178 of companiesAct 2013 comprises of Mrs. Savitri Kandoi as Chairman and Mr. Gauri Shanker Kandoiand Mr. Manish Singhal as members. The details of term of reference of the Committeemember dates of meeting held and attendance of the Directors are given separately in theCorporate Governance Report.

AUDIT COMMITTEE

The Audit Committee constituted under section 177 of companies Act 2013 comprises ofMr. Kamlesh Sharma as Chairman and Mr. Rameshwar Pareekand Mr. Raj Kumar Agarwal asmembers. The details of term of reference of the Audit Committee member dates of meetingheld and attendance of the Directors are given separately in the Corporate GovernanceReport.

VIGIL MECHANISM

The Company has formulated a vigil mechanism (whistle blower policy) for its directorsand employees of the Company for reporting genuine concerns about unethical practices andsuspected or actual fraud or violation of the code of conduct of the Company as prescribedunder the Companies Act 2013 and Regulation 22(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015. This vigil mechanism shall provide a channel tothe employees and Directors to report to the management concerns about unethical behaviorand also provide for adequate safeguards against victimization of persons who use themechanism and also make provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases.

The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.kgpetro.in.

CODE OF CONDUCT

Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the CEO & Whole Time Director isattached as Annexure 'I' which forms a part of this Report. The Code of Conduct isavailable on the Company's website www.kgpetro.in

HUMAN RESOURCE MANAGEMENT HEALTH AND SAFETY

During the year the Company had cordial relations with workers staff and officers. Theshop floor management is done through personal touch using various motivational tools andmeeting their training needs requirements. The company has taken initiative for safety ofemployees and implemented regular safety audit imparted machine safety training wearingprotective equipment's etc.

The Company believes in empowering its employees through greater knowledge team spiritand developing greater sense of responsibility. There were 842 regular employees as atMarch 31 2016.

DISCLOSURE UNDER SEXUAL HARSSEMET OF WOMEN AT WORK PLACE (PREVENTATION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has setup an internal complaints committee to redress complaints regardingsexual harassment. During the year under review there were no cases filed pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given in Annexure'II'.

There was no employee in the company drawing remuneration in excess of the limits setout in the Rule 5(2) and 5(3) of the Companies (Appointment and remuneration of ManagerialPersonnel) Rules 2014.

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act2013 read with Companies(Management and Administration) Rules 2014 as prescribed in FormNo. MGT-9 is given in Annexure 'III'.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. During the Year thecompany has not entered into any contracts / arrangements / transactions with relatedparties which could be considered material in accordance with the policy of the company onmateriality of related party transaction hence Form no. AOC-2 is not applicable to thecompany.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135(5) of the Companies Act 2013 and Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 and schedule VII of the Companies Act 2013Corporate Social Responsibility Committee comprises of Mr. Gauri Shanker Kandoi as theChairman and Mr. Manish Singhal and Mr. Raj Kumar Agarwal as the members.

The committee has decided the activities to be undertaken by the company and theexpenditures to be incurred on the same and recommended the same to the board thereafterthe board approved the CSR policy. The other detail related to CSR is given in Annexure-IV.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information on conversation of energy technology absorption foreign exchangeearnings and out go pursuant to sec. 134 of the Companies Act 2013 read with Rule of theCompanies (Accounts)Rules 2014 is given in "Annexure V" of the report.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance isincluded in the Annual Report as Annexure 'VI' and the Certificate from M/s SandeepKumar Jain and Associates Practicing Company Secretaries confirming compliance with therequirements of Corporate Governance as stipulated in Schedule V of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 is annexed as Annexure 'VII'.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required by Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is given in Annexure'VIII'.

STATUTORY AUDITORS AND REPORT THEREON

Pursuant to the provisions of Section 139 of the Act and the rules framed there underR Sogani & Associates Chartered Accountants (FRN 018755C) was appointed as statutoryauditors of the Company from the conclusion of the thirty forth annual general meeting(AGM) of the Company held on September 27 2014 till the conclusion of the thirty-ninthannual general meeting to be held in the year 2019 subject to ratification of theirappointment at every AGM. In terms of the first proviso to Section 139 of the CompaniesAct 2013 the appointment of R Sogani& Associates Chartered Accountants asstatutory auditor of the Company is placed for ratification by the shareholders.

Pursuant to Section 141 of the Companies Act 2013 and relevant Rules prescribed thereunder the Company has received certificate from the Auditors to the effect inter-aliathat their re-appointment would be within the limits laid down by the Act and that theyare not disqualified for such re-appointment under the provisions of applicable laws

The observation of the Auditors in their report read with relevant notes on theaccounts as annexed are self-explanatory and need no elaboration.

SECRETARIAL AUDIT AND REPORT

According to provision of the section 204 of the Companies Act 2013 read with rule 9 ofthe companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report Submitted by M/s Arms & Associates LLP Practicing CompanySecretaries for the financial year ended 31st March 2016 is annexed herewith foryour kind perusal and information. (Annexure -IX)

COST AUDIT

As per Sub Rule (3) of Rule 4 of Companies (Cost Records & Audit) Rules 2014Cost Audit for the FY 2015-16 is not applicable on the company as the export turnover ofthe company is more than 75% of its total turnover.

LOANS GUARANTEES AND INVESTMENTS U/s 186.

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable for the F.Y. 2015-16.

DEPOSITS

Your company has not accepted any deposit and accordingly no amount was outstanding asat the Balance Sheet date.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2016 92.45% of the share capital stands dematerialized.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives expectations and/oranticipations may be forward looking within the meaning of applicable Securities Law andRegulations. Important factors that could influence the Company's operations includeglobal and domestic supply and demand conditions affecting selling prices of finishedgoods availability of inputs and their prices changes in the Government policiesregulations tax laws economic developments within the country and outside and otherfactors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-Booking statementswhich may undergo changes in future on the basis of subsequent developments informationor events.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

APPRECIATION

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

For and on behalf of the Board of Directors
KG Petrochem Limited
Date: 13.08.2016 Manish Singhal Gauri Shanker Kandoi
Place: JAIPUR Director CMD
DIN NO. : 00120232 DIN NO. : 00120330

ANNEXURE - I

Annual Compliance with the Code of Conduct for the Financial Year 2015-2016

Pursuant to the Schedule V (Part D) of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 I hereby confirm that the Company has received affirmationson compliance with the Code of Conduct for the financial year ended March 31 2016 fromall the Board Members and Senior Management Personnel.

For and on behalf of the Board of Directors
KG Petrochem Limited
Date: 13.08.2016 Gauri Shanker Kandoi
Place: JAIPUR CMD
DIN NO. : 00120330

ANNEXURE II

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

S. N O. Requirement of Rule 5(1) Details
1. The ratio of the remuneration of each Director to the median employees of the company for the financial year. 1.Shree Gauri Shanker Kandoi : 43.96
2. Shree Manish Singhal: 43.96
3. Shree Ramesh Chand Maheswari: 3.89
None of the other directors received any remuneration during the
Financial Year 2015-16.
2. The percentage increase in remuneration of each Director Chief Financial Officer Company Secretary Chief Exe cutive Officer or Manager if any in the Director:
1.Shree GauriShanker Kandoi: 9.09 %
2. Shree Manish Singhal:9.09%
Financial Year 3. Shree Ramesh Chand Maheswari:8.38%
Key Managerial Personnel :
1. Shree Shiv Ratan Sharma.: 9.52%
2. Miss Navita Khunteta : 30.90%
3. The percentage increase in the median remuneration of the employees in the Financial Y ear 13.75
4. The number of the permanent employee on the roll of the company 842 Employees as on 31.03.2016.
5. The explanation on the relationshi p between average increase in the remun eration and company performance; The Company's Profit after tax has increase more then 3 times
6. Comparison of the remuneration of the KMP against the performance of the company ; Aggregate remuneration of Key Mana gerial 106.69
Personnel (KMP) in FY 2015-16 (Rs. Lacs) Revenue (Rs. Lacs) 21432.63
Remuneration of KMP’s (as % of Income) 0.50.%
Profit before Tax (PBT) (Rs. Lacs) 982.78
Remuneration of KMP’s (as % of PBT) 10.86%

 

7. V ariation in the marke t capitalisation of the company price earnings ratio as on 31.03.2016
Date

Market Price in Rs.(BS E)

EPS in Rs.

P/E Ratio

Market Capital isation (In crore)

% Change

31 March 2015

20.60

4.00

5.15

10.76

(36.12%)

31 March 2016

55.60.

17.75

3.12

29.02

169.90%

 

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 % increase in the managerial remuneration and justification thereof and point out if t here are any exceptional circumstances for increase in the managerial remuneration; Average salary increase of non- managerial employees is: 10%
Average salary increase of managerial employees is : 14%
The average increase in remuneration of all employees are decided
based on the company’s policy individual’s performance inflation and prevailing industry trend.

 

9. Comparison of the each remuneration of the company of the KMP against the performance of the company. Particulars Shree Gauri Shanker Kandoi Shree Manish Singhal Shree Ramesh chand Maheswari Shri Shiv Ratan Sharma Miss Navita Khunte ta
(CMD) (Director) (Director) (CFO)
Remuneration of Key Managerial Personnel (KMP) in FY 2015-16 (Rs. Lacs)

48.00

48.00

4.25

5.34

1.10

Revenue (Rs. Lacs) 21432.63
Remuneration of KMP's (as % of Income) 0.22 0.22 0.02. 0.02 0.01
Profit before Tax (PBT) (Rs. Lacs) 982.78
Remuneration of KMP’s (as % of PBT) 4.88 4.88 0.43 0.54 0.11

*Resigned On 04.02.2016

10 The key parameters for a ny variable component of remuneration availed by the directors The key parameters for any variable component of remuneration availed by the directors are considered by the Board of directors based on the recommendations of the Nomination and Remuneration Committee of the company.
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; No employee received remuneration higher than the Chairman cum Managing Director.
12 Affirmation that the remuneration is as per the remuneration policy of the Company Yes

 

13 Top 10 Employees of the company (In terms of remune- ration) Name of Employee Annual Remuneration in Rs.
1. Mr. Gauri Shanker Kandoi Chairman cum Managing Director 4800000
2. Mr. Manish Singhal Whole Time Director 4800000
3. Mrs.Prity Singhal Senior Executive 2400000
4. Mr. Prashant Girdhar General Manager Marketing 1215000
5. Mr. Mithilesh Kumar Shukla General Manager Engg. 1134500
6. Mr. Bhaskar Gaurav Manager Printing 1068501
7. Mr. Harsh Khanna C.E.O. Admin. 715000
8. Mr. Vivek Singhal Agency Head 700000
9. Arvind Kumar Mishra D.G.M. Process 695562
10. Mr. L.K. Jha Manager Process 676936

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act 2013 and

Rule 12(1) of the Company (Management & Administration) Rules 2014.

I. REGISTRATION AND OTHER DETAILS:
I. CIN : L 24117RJ1980PLC001999
ii. Registration Date : 29th February 1980
iii. Name of the Company : K G PETROCHEM LIMITED
iv. Category / Sub-Category of the Company : Public Company/ Limited with Shares
v. Address of the Registered office and contact details : C-171 Road No. 9J VK I Area Jaipur-302013 Phone no. :
: 0141-2331231
vi. Whether listed company : Listed
vii. Name Address and Contact details of Registrar and Transfer : Niche Technologies Pvt. Ltd.
D-511 Bagri Market 5th Floor 71 B.R.B Basu
Agent if any Road Kolkata -700001 Phone No.: 033-22357270/7271

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sl. No. Name and Description of main products services NIC Code of the Product/ service % to total turnover of the company
1. Cotton Terry Towel 131 99.69

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD

APPLICABLE SECTION

1 N.A.

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

Category of Shareholders No. of Shares held at the beginning of the year (01.04.2015) No. of Shares held at the end of the year (31.03.2016) % change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares Increased/(Decrease d)
A. Promoters
(1) Indian 69.65
a) Individual/HUF 3636332 - 3636332 3897332 - 3897332 74.65 5.00
b) Central Govt.or State Govt. - - - - - - - - -
c) Bodies Corporates - - - - - - - - -
d) Bank/FI - - - - - - - - -
e) Any other - - - - - - - - -
SUB TOTAL:(A) (1) 3636332 - 3636332 69.65 3897332 - 3897332 74.65 5.00
(2) Foreign
a) NRI- Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any other… - - - - - - - - -
SUB TOTAL (A) (2) - - - - - - - - -
Total Shareholding of Promoter
(A)= (A)(1)+(A)(2) 3636332 - 3636332 69.65 3897332 - 3897332 74.65 5.00
B. PUBLIC SHAREHOLDING
(1)Institutions
a) Mutual Funds - - - - - - - - -
b) Banks/FI - - - - - - - - -
C) Cenntral govt - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital Fund - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIS - - - - - - - - -
h) Foreign Venture
Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
SUB TOTAL (B)(1): - - - - - - - - -
(2) Non Institutions
a) Bodies corporates
i) Indian 349 262600 262949 5.036 213315 52600 265915 5.093 0.057
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 59019 122250 181269 3.472 117825 108750 226575 4.340 0.868
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 553375 570300 1123675 21.522 574481 253900 828381 15.866 (5.656)
c) Others (specify) - - - - - - - - -
i) Non Resident Indian 400 - 400 0.008 862 - 862 0.017 0.009
ii) Clearing Members 16375 - 16375 0.314 1935 - 1935 0.037 (0.277)
SUB TOTAL (B)(2): 629518 955150 1584668 30.352 908418 415250 1323668 25.353 (4.999)
Total Public Shareholding (B)= (B)(1)+(B)(2) 629518 955150 1584668 30.352 908418 415250 1323668 25.353 (4.999) 0.000
C. Shares held by
Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 4265850 955150 5221000 100.00 4805750 415250 5221000 100 0 0

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name

Shareholding at the begginning of the year

Shareholding at the end of the year

NO of shares % of total shares of the company % of shares pledged NO of shares % of total shares of the company % of shares pledged encumbered to total shares % change in share holding during the year
1 BAL DEV DAS GAURI SHANKER KANDOI HUF 330400 6.328 330400 6.328
2 BHAVIK SINGHAL 218700 4.189 - - - - -4.189
3 GAURI SHANKER KANDOI 1089107 20.860 - 1428807 27.367 - 6.506
4 MANISH SINGHAL 1237625 23.705 - 1377625 26.386 - 2.681
5 MANISH SINGHAL HUF 340000 6.512 - 340000 6.512 - -
6 SAVITRI KANDOI 420500 8.054 - 420500 8.054 - -
Total 3636332 69.65 3897332 74.65 0 5.00

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

Sl. No. Name of the Promotor Share holding at the beginning of the Year Cumulative Share holding during the year
1 Shri Manish Singhal No. of Shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 1237625 23.70 1237625 23.70
Changes during the year Date 140000 2.68 1377625 26.38
Reason 01.04.2015 Purchase
At the end of the year 1377625 26.38 1377625 26.38
2 Shri Gauri Shanker Kandoi No. of Shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 1089107 20.85 1089107 20.85
Changes during the year Reason 02.04.2015 Date Purchase 121000 2.32 1210107 23.17
12.02.2016 Gifted 218700 4.19 1428807 27.36
At the end of the year 1428807 27.36
3 Shri Manish Singhal (HUF) No. of Shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 340000 6.51 340000 6.51
Changes during the year No any change in shareholding during the year.
At the end of the year 340000 6.51 340000 6.51

 

No. of Shares % of total shares of the company No of shares % of total shares of the
4 Shri Baldev das Gauri Shanker Kandoi (HUF)
At the beginning of the year 330400 6.33 330400 6.33
Changes during the year
No any change in shareholding during the year.
At the end of the year 330400 6.33 330400 6.33

 

No. of Shares % of total shares of the company No of shares % of total shares of the
5 Savitri Kandoi
At the beginning of the year 420500 8.05 420500 8.05
Changes during the year
No any change in shareholding during the year.
At the end of the year 420500 8.05 420500 8.05

 

No. of Shares % of total shares of the company No of shares % of total shares of the
6 Bhavik Singhal
At the beginning of the year 218700 4.19 218700 4.19
Changes during the year
Date 12.01.2016
Reason Gift 218700 4.19 0 0
At the end of the year 0 0.00 0 0.00

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

Shareholding at the end of the year Cumulative Shareholding during the year
Sl. No For Each of the Top 10 Shareholders No.of shares % of total shares of the company No of shares % of total shares of the company
1 SANJAY BANSAL
a) At the Begining of the Year 260800 4.995
b) Changes during the year
Date Reason
26/06/2015 Sale -100 0.002 260700 4.993
03/07/2015 Sale -20 0.000 260680 4.993
09/10/2015 Sale -505 0.010 260175 4.983
c) At the End of the Year

260175

4.983

2 M T FINANCIAL SERVICES PRIVATE LIMITED
a) At the Begining of the Year 210000 4.022
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 210000 4.022
3 ASHISH JAIN
a) At the Begining of the Year 200000 3.831
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 200000 3.831
4 VIDIT JAIN
a) At the Begining of the Year 257600 4.934
b) Changes during the year
Date Reason
03/04/2015 Sale -80000 1.532 177600 3.402
10/04/2015 Sale -794 0.015 176806 3.386
c) At the End of the Year 176806 3.386
5 SIDDHARTH KEDIA
a) At the Begining of the Year 0 0.000
b) Changes during the year
Date Reason
11/03/2016 Purchases 102300 1.959 102300 1.959
c) At the End of the Year 102300 1.959
6 DHARAM CHAND JAIN
a) At the Begining of the Year 53900 1.032
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 53900 1.032
7 PRUDENTIAL CAPITAL MARKETS LTD.
a) At the Begining of the Year 52600 1.007
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 52600 1.007
8 MANIK CHAND FOGLA
a) At the Begining of the Year 50000 0.958
b) Changes during the year
Date Reason
31/07/2015 Sale -14800 0.283 35200 0.674
c) At the End of the Year 35200 0.674
9 KHUSHALBHAI AMRUTLAL PATEL
a) At the Begining of the Year 0 0.000
b) Changes during the year
Date Reason
15/01/2016 Purchases 90 0.002 90 0.002
22/01/2016 Purchases 800 0.015 890 0.017
29/01/2016 Purchases 669 0.013 1559 0.030
19/02/2016 Purchases 700 0.013 2259 0.043
26/02/2016 Purchases 7150 0.137 9409 0.180
11/03/2016 Purchases 6039 0.116 15448 0.296
18/03/2016 Purchases 670 0.013 16118 0.309
25/03/2016 Purchases 459 0.009 16577 0.318
c) At the End of the Year 16577 0.318
10ASHA GARG
a) At the Begining of the Year 0 0.000
b) Changes during the year
Date Reason
25/12/2015 Purchases 14790 0.283 14790 0.283
c) At the End of the Year

14790

0.283

T O T A L 1084900 20.779 1122348 21.495

(v) Shareholding of Directors & KMP

Sl. No For Each of the Directors & KMP Shareholding at the end of the year Cumulative Shareholding during the year
1 Shri Manish Singhal No.of shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 1237625 23.70 1237625 23.70
Changes during the year
Date Reason
01.04.2015 Purchase 140000 2.68 1377625 26.38
At the end of the year 1377625 26.38 1377625 26.38

 

2 Shri Gauri Shanker Kandoi No. of Shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 1089107 20.85 1089107 20.85
Changes during the year
Date Reason
02.04.2015 Purchase 121000 2.32 1210107 23.17
12.02.2016 Gifted 218700 4.19 1428807 27.36
At the end of the year 1428807 27.36
3 Savitri Kandoi
At the beginning of the year 420500 8.05 420500 8.05
Changes during the year No any change in shareholding during the year.
At the end of the year 420500 8.05 420500 8.05
4 Ramesh Chand Maheswari
At the beginning of the year 0 0.00 0 0.00
Changes during the year No any change in shareholding during the year.
At the end of the year 0 0.00 0 0
5 Shiv Ratan Sharma
At the beginning of the year 0 0.00 0 0.00
Changes during the year No any change in shareholding during the year.
At the end of the year 0 0.00 0 0
6 Mrs. Navita Khunteta
At the beginning of the year 0 0.00 0 0.00
Changes during the year No any change in shareholding during the year.
At the end of the year 0 0.00 0 0

B. INDEBTEDNESS

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebt ness at the beginning of the financial year
i) Principal Amount 10839.37 - - 10839.37
ii) Interest due but not paid - - -
iii) Interest accrued but not due - - -
Total (i+ii+iii) 10839.37 - - 10839.37
Change in Indebtedness during the financial year
Additions 1451.48 - - 1451.48
Reduction 1551.73 - - 1551.73
Net Change 100.25 - - 100.25
Indebtedness at the end of the financial year
i) Principal Amount 10739.12 - - 10739.12
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -

C REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl.No Particulars of Remuneration Name of the MD/WTD/Manager Amount in Lacs Total Amount
1 Gross salary G.S. Kandoi Manish Singhal R.C. Maheshwari
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 48 48 4.25 100.25
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961

Nil

Nil

Nil

Nil
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961

Nil

Nil

Nil

Nil
2 Stock option

Nil

Nil

Nil

Nil
3 Sweat Equity

Nil

Nil

Nil

Nil
4 Commission as % of profit others (specify)

Nil

Nil

Nil

Nil
5 Others please specify

Nil

Nil

Nil

Nil
Total (A) 48 48 4.25 100.25

 

Ceiling as per the Act Rs. 104.04 Lacs (being 10% of net profit of the company calculated as per section 198 of the companies Act 2013)

b. Remuneration to other directors:

Sl.No Name of the Directors Total Amount
Particulars of Remuneration RAMESHWAR PAREEK KAMLESH SHARMA RADHEY SHYAM GEMINI RAJ KUMAR AGARWAL
1 Independent Directors
(a) Fee for attending board committee meetings

Nil

Nil

Nil

Nil

Nil

(b) Commission

Nil

Nil

Nil

Nil Nil
(c ) Others please specify

Nil

Nil

Nil

Nil

Nil

Total (1)

Nil

Nil

Nil

Nil Nil
Other Non Executive Savitri
2 Directors Kandoi
(a) Fee for attending board committee meetings

Nil

(b) Commission

Nil

(c ) Others please specify.

Nil

Total (2)
Total (B)=(1+2)

Nil

Nil

Nil

Nil

Nil

Total Managerial

Nil

Nil

Nil

Nil

Nil

Remuneration

 

Overall Cieling as per the Act. Rs. 10.40 Lacs (being 1%of net profit of the company calculated as per secrtion
198 of the Companies Act 2013

c REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Amount in Lacs)
Sl. No. Particulars of Remuneration

Key Managerial Personnel

1 Gross Salary CEO Company CFO Total
Secretary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 48 1.1 5.34 54.44
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961

Nil

Nil

Nil

Nil
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961

Nil

Nil

Nil

Nil
2 Stock Option

Nil

Nil

Nil

Nil
3 Sweat Equity

Nil

Nil

Nil

Nil
4 Commission as % of profit others specify

Nil

Nil

Nil

Nil
5 Others please specify

Nil

Nil

Nil

Nil
Total 48 1.1 5.34 54.44

D PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Brief Description Details of Penalty/Punishment /Compounding fees imposed Authority (RD/NCLT/Court) Appeal made if any (give details)
Act
A. COMPANY
Penalty Nil Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding Nil Nil

Nil

Nil

Nil

B. DIRECTORS
Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding Nil Nil

Nil

Nil

Nil

ANNEXURE-IV

BRIEF OUTLINE OF THE COMPANY'S CSR POLICY

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014]

1. A brief outline of the company's CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs: Refer Corporate Social Responsibility Policy in this Report.

2. The composition of the CSR Committee: 1. Mr. Gauri Shanker Kandoi
2. Mr. Manish Singhal
3. Mr. Raj Kumar Agarwal

3. Average net profit of the company for last three financial years: Rs.671.83 Lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs.13.44 Lacs

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year:: Rs.13.44 lacs

(b) Total amount spent: Rs.2.74 lacs

(c) Amount unspent if any: Rs.10.70 lacs

Reason for Non spending the money a) The Company has initiated long term CSRactivities for the welfare of community members at Keshwana (Kotputli) which would becontinued during the financial year 2016-17. During the FY 2015-16Trust has been createdand the formalities of registration of trust with income tax department yet not completedwhich will likely to be complete during F.Y 2016-17.

Further company also plans to develop rain water harvesting system so that we couldcontribute for society specially increases ground water level in rural area. We also planto work on Swachh Bharat Mission in the village nearby our plant area.

b) The CSR Committee confirms that the implementation and monitoring of the CSR policyis in compliance with the CSR objectives and policy of the company.

Gauri Shanker Kandoi

CEO & Chairperson of CSR Committee

Annexure-V

CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGOETC.

Information on conservation of Energy Technological absorption Foreign Exchangeearnings and out go required to be disclosed under Section 134 of the Companies Act 2013read with Companies (Accounts) Rules 2014 are provided here under:

A. Conservation of Energy The Company continues to give major emphasis for conservation of energy and the measures taken in the previous year were continued. The efficiency of the
(i.) The step taken or impact on conservation of energy Energy Utilization at each plant is monitored at the Corporate level every quarter in order to achieve effective conservation of energy. The significant energy conservation measures bring the year were as follows:
a. Switching of machine/equipment immediately after use and fixing of timer to avoid over usages of water pumps.
b. Use of power capacitors to improve the power factor.
c. Creating awareness among employees about the necessity of energy consumption. d. Providing transparent sheets on the roof where there is no false celling to switch off lights during the day time.
e. Using agro waste to generate steam in the Boiler which improves the environment.
f. Using Variable Frequency Driver (VFD) on compressor to reduce power consumption.
(ii) the steps taken by the company for utilizing alternate source of the energy. NIL
(iii) the capital investment in energy conservation equipment. NIL
(B.) Technology Absorption Efforts are being made towards improvements in the
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution The benefits derived are:-
a. Improved quality and productivity.
b. Conservation of fuel & reduced emissions.
(iii) in case of imported technology(imported during the last three years reckoned from the beginning of the financial year)
a. The details of the technology imported. NIL
b. The year of import.
c. Whether the technology been fully absorbed.
d. If not fully absorbed areas whether absorption has not taken place and reasons thereof
(C ) Foreign exchange earning & outgo Foreign exchange earnings: Rs.16574.67 lacs
Foreign exchange used :Rs.366.18 lacs