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Machino Plastics Ltd.

BSE: 523248 Sector: Industrials
NSE: N.A. ISIN Code: INE082B01018
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VOLUME 578
52-Week high 341.75
52-Week low 131.00
P/E 60.26
Mkt Cap.(Rs cr) 142
Buy Price 221.00
Buy Qty 3.00
Sell Price 232.80
Sell Qty 25.00
OPEN 234.40
CLOSE 233.30
VOLUME 578
52-Week high 341.75
52-Week low 131.00
P/E 60.26
Mkt Cap.(Rs cr) 142
Buy Price 221.00
Buy Qty 3.00
Sell Price 232.80
Sell Qty 25.00

Machino Plastics Ltd. (MACHINOPLASTICS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 31st Annual Report and Audited FinancialStatements for the Financial Year ended 31st March 2016.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lacs)

Financial Performance 2014-15 2015-16
Income from operation (net of excise) 19646.40 20642.46
Other Income 36.24 8.18
Profit(before financial charges depreciation and tax) 1856.13 2179.51
Financial Charges 535.33 401.00
Depreciation & Impairment expenses 1134.83 1258.60
Profit before tax 185.97 519.91
Provision for tax(after adjustment of deferred tax) (45.63) 372.08
Profit after tax 231.60 147.83

The turnover of your Company has increased by 5.07% from 19646.40 lacs in 2014-15 to20642.46 lacs in current year. Your Company has earned a pretax profit of Rs 519.91 lacsas compared to profit of Rs.185.97 lacs in the last year.

RESULTS OF OPERATIONS OPERATIONS:

During the year under review the following are the highlights of your Company:

• Achieved a turnover during 2015-16 is Rs. 20642.46 lacs as compared to Rs.19646.40 lacs during 2014-15 reflecting an increase of 5.07%.

• Profit before tax during 2015-16 is Rs.519.91 lacs against pretax profit duringthe year 2014-15 of Rs. 185.97 lacs.

• Profit after tax during 2015-16 is Rs. 147.83 lacs against post tax profitduring the year 2014-15 of Rs. 231.60 lacs.

• Pre-tax Cash Profit during 2015-16 is Rs 1778.51 lacs against pre-tax cashprofit during the year 2014-15 of Rs. 1320.80 lacs.

INTERNAL FINANCIAL CONTROL

Your company has in place adequate internal financial controls in accordance to thesize of the company and with reference to financial statement. The internal financialcontrols have been regularly reviewed by the auditors of your company and no reportablematerial weakness in the design or operation was observed.

DIVIDEND

Your Directors recommend a dividend of 10% (i.e. Rs. 1 per equity shares of Rs. 10each) of the financial year 2015-16 amounting to Rs.6136800/-. The dividend payout issubject to the approval of the members at the ensuing Annual General Meeting.

The dividend shall be paid to members whose names appear in the Registrar of Members ason 29th July 2016 and in respect of shares held in dematerialized form it will be paidto members whose names are furnished by National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial owner as on that date. The dividendincome is tax free in the hands of the shareholders.

AMOUNT TRANSFERRED TO RESERVE

Your company proposed to transfer an amount of Rs. 3000000 to general reserve out ofthe profits of the company.

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in Form No. MGT - 9 inaccordance with the provisions of Section 92(3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 are set out herewith as‘Annexure -I' to this Report

NUMBER OF BOARD MEETINGS

The details of the number of Board and Audit Committee meetings of your Company are setout in the Corporate Governance Report which forms part of this Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 sub section 5 of the Companies Act 2013 the directors of yourcompany state-

• That in preparation of the annual accounts for the financial year ended 31StMarch 2016 the applicable accounting standards have been followed and there are nomaterial departures form the same.

• That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the company at the end of the financialyear as at 31st march 2016 and of the profit of the Company for the year ended 31stMarch 2016.

• That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities.

• That the annual accounts have been prepared on a going concern basis.

• That proper internal financial controls laid down by the directors to befollowed by the Company and that such internal financial controls are adequate and isoperating effectively; and

• That proper system to ensure compliance with the provisions of all applicablelaws is adequate and is operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declarations from all the Independent Directors that theymeet the criteria of independence as laid down under the Companies Act 2013 read withSchedule and Rules issued thereunder and also in accordance to Securities and ExchangeBoard of India (Listing Obligations and Disclosures Requirements) Regulations 2015.

REMUNERATION POLICY

Your company has adopted the remuneration policy in accordance with Section 178 readwith rules made thereunder for director's appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directoretc. in the meeting of Board of Directors of the Company held on 9th Feb 2015 in linewith the recommendation of Nomination and Remuneration Committee; whose meeting also heldon the same date. The remuneration policy of your Company is annexed in Annexure-II.

The policy has been disclosed on the website of the company.

AUDIT AND AUDITOR’S REPORT:

STATUTORY AUDITORS:

M/s. Goel Garg & Company Chartered Accountants were appointed as StatutoryAuditors of the Company to hold till the conclusion of ensuing Annual General Meeting.

STATUTORY AUDITOR’S REPORT

There are no such observations in the statutory audit report which needs to beexplained by your Company. The observation of the auditors is self- explanatory and/or issuitably explained in the notes to the accounts.

SECRETARIAL AUDITOR:

M/s A.K Associates Practicing Company Secretary were appointed as Secretarial Auditorfor the financial year 2015-16 for secretarial audit of your company.

SECRETARIAL AUDIT REPORT

There are no such observations in the secretarial audit report which needs to beexplained by your Company. The report of secretarial auditor is annexed to this report asAnnexure VIII.

PARTICULARS OF LOAN GUARANTEES OR INVESTMENT BY THE COMPANY

Your Company has not given any loan guarantee or made any investment in any other bodycorporate as per the provision of section 186 of the Companies Act 2013.

RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year 2015-16were in the ordinary course of business and on an arm's length basis or with requiredapprovals. Your company has also adopted a policy on materiality of related partiestransaction and also dealing with related parties' transaction as approved by the Board.The policy has been disclosed on the website of your company at www.machino.com.

The details of related parties transaction whether requiring approvals or otherwise asper the provision of Section 188 of the Companies Act 2013 form AOC-II is annexed inAnnexure-III.

STATE OF COMPANY’S AFFAIR

Your company is a joint venture Company of Maruti Suzuki India Limited Suzuki MotorCorporation and Jindal's. Your company was incorporated in 1986. The shares of yourcompany are listed on Bombay Stock Exchange Limited. Your company is engaged in theproduction of plastics moulded automotive components. Your company has two operativeplants in Gurgaon and Manesar. The plants in Pithampur is yet to commence production. Yourcompany is a going concern.

During the year under review your company has not made any default in repayment of anyof its term loans have met generally all its obligation in time including its taxliabilities.

DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant or material orders have been passed by any regulators or court ortribunals impacting the going concern status and future operations of your company.

MATERIAL CHANGES AND COMMITMENTS

No significant changes and commitments affecting the financial position of your companyfrom the financial year ending on 31st March 2016 till the date of this report.

CONSERVATION OF ENERGY

Continuous overhauling of equipments and awareness amongst employees has helped toavoid wastage of energy.

Series of steps have been taken to identify areas of excess consumption of power andchecks have been strengthened at these points and various alternative sources of energiesare utilized.

Data regarding energy consumed is given hereunder:

Power & Fuel Consumption 2014-15 2015-16
1. Electricity
(a) Purchase units/ co-generated 12085223 13114418
Total Cost (Rs. In lacs) 1072.22 1163.35
Rate per units 8.87 8.87
(b) Own Generation - D.G. Set
Units generated 257654 219427
Fuel Cost (Rs. In Lacs) 41.42 32.24
Fuel cost per unit

16.08

14.69

2. Coal

NIL

NIL

3. Furnace Oil

NIL

NIL

4. Other / Internal generation NIL NIL

TECHNOLOGY ABSORPTION

A statement giving details of technology absorption in accordance with the above Rulesis annexed hereto as Annexure IX and forms part of the Report.

FOREIGN EXCHANGE EARNING & OUTGO

Rs. In Lacs
Total foreign exchange earning 85.36
Total foreign exchange outgo 195.70

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your company already has"Risk Management Policy" in writing which is also uploaded on the website of thecompany. The policy is regularly reviewed. Your company manages monitors and reports onthe principal risks and uncertainties that can impact its ability to achieve its strategicobjectives.

Your company has also constituted a risk management committee during the year underreview the details of which is given in the Corporate Governance section of the AnnualReport.

ANNUAL EVALUATION OF PERFORMANCE

The performance evaluation of all:

• independent directors were made by Board (excluding the director who performanceis being evaluated)

• non independent directors were made by the independent directors in its meeting

• the board committees and of the board as whole was made by Nomination andRemuneration Committee

Your company has also adopted a policy for evaluation of performance of the board andindividual director in the meeting of the board of directors in line with therecommendation of Nomination and Remuneration Committee. The policy of annual evaluationis annexed in Annexure - IV.

The policy has also been disclosed on the website of the company.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly your Company has established the Whistle Blower Policy which is incompliance with the provisions of Section 177(10) of Companies Act 2013 and Regulation 22of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 fordirectors and employees of the Company to report genuine concerns or grievances. The VigilMechanism provides the safeguard against the victimization of person who uses suchmechanism.

During the financial year 2015-16 all the directors and employees had full access toapproach the Vigil Mechanism Officer. No complaint was received during the year 2015-16 ofany sort from any directors and employee of your company.

The detail of establishment of such mechanism is also disclosed on the website of theCompany and also enclosed as per Annexure -V.

DIRECTORS

Appointments:

During the Financial Year 2015-16 Mr. Aditya Jindal was appointed as an AdditionalDirector/Executive Director of your Company at the meeting of the Board of Directors heldon 13th February 2016 and subsequently he will be appointed as an Executive Director bythe shareholders at the AGM held on 29th July 2016.

Cessations:

Mr. G.C. Dwivedi an Independent Director of your Company demised on 5th March 2016.Therefore he ceases to be the Director of your Company w.e.f. 5th March2016.

Resignation:

In accordance with the provisions of Section 168(1) of Companiex Act 2013 MrM.D.Jindal the Executive Chairman of your company has resigned w.e.f. 01st June 2016.

AUDIT COMMITTEE

The details of the Audit Committee Including its composition and terms of referencementioned in the Corporate Governance Report forms part of Director's Report.

FAMILIRISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR

Your Company has organized a familiarisation programme for the independent directors asper the requirement of the Companies Act 2013 along with the requirement of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

The details of such familiarisation programme are also uploaded on the website of thecompany at www.machino. com.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange. The company haspaid listing fees to the Stock Exchange for the year 2016-17.

CORPORATE GOVERNANCE

Your Company always places major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organization's corporate governance philosophy is directly linked to highperformance.

Pursuant to Regulation 27(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 with the Stock Exchanges Reports on Corporate Governancehas been included in this annual report as a separate section (forming a part ofDirector's Report)along with the Auditor's Certificate.

DEPOSITS

Your Company has not accepted any deposits under Section 73 of the Companies Act 2013& rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report ispresented in a separate section forming part of the annual report.

DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES

None of the company has become or ceased to become the subsidiary joint venture orassociate of your Company during the financial year 2015-16.

PARTICULAR OF EMPLOYEES

Details of employee of the Company as specified under Section 197 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are annexed hereto as Annovnro \/I onrl fr\rmp tho ror\Ar+

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment and doesnot discharge any trade effluents (solid liquid or gaseous) causing pollutions. As anenvironment conscious responsible corporate citizen your Company has implemented GSCM(Green Supply Chain Management) standards and is ISO14001 certified holder. The Companyhas also achieved ISO 18001-OHSAS certification for occupational health and safety.

CORPORATE SOCIAL RESPONSIBILITY

The provision of section 135(1) of Comapnies Act 2013 i.e. Corporate socialresponsibility is not applicable on your company. Therefore your company has notconstituted CSR committee for this.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the valuable co-operationand assistance extended by Maruti Suzuki India Limited. Suzuki Motors Corporation JapanGovernment of India Government of Haryana and the Company's bankers for their continuedsupport and guidance. The Directors also commend the continuing commitment and dedicationof the employees at all levels and are thankful to the shareholders for their continuedpatronage trust and confidence in the Company.

For and on behalf of the Board
Machino Plastics Limited
Sd/- Sd/-
Place : Gurgaon Aditya Jindal Sanjiivv Jindall
Date : 27th May 2016 Executive Director Chairman

ANNEXURE- I

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:- L25209HR2003PLC035034

ii) Registration Date : 2nd April 1986

iii) Name of the Company : Machino Plastics Limited

iv) Category / Sub-Category of the Company : Manufacturing concern

v) Address of the registered office and contact details: Plot No.3 Maruti JointVenture Complex Delhi- Gurgaon Road Gurgaon-122015 Ph: 0124-2340806 Fax: 0124-2340692

vi) Whether listed company Yes / No : Yes

vii) Name Address and Contact details of Registrar and Transfer Agent if any :Alankit Assignments Limited 2E/21 Jhandewalan Extension New Delhi-110055 Ph:011-42541234

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SL No Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Plastic moulded parts of motor vehicles and accessories 45300 98.46%

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

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

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

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
A. Promoters
(1) Indian
a) Individual/HUF 1209788 5 1209793 19.72 1211888 5 1211893 19.75 0.03
b) Central Govt.or State Govt.
c) Bodies Corporates 2358493 20 2358513 38.43 2358493 20 2358513 38.43
d) Bank/FI
e) Any other
SUB TOTAL:(A) (1) 3568281 25 3568306 58.15 3570381 25 3570406 58.18 0.03
(2) Foreign
a) NRI- Individuals
b) Other Individuals
c) Bodies Corp. 941700 - 941700 15.35 941700 - 941700 15.35 -
d) Banks/FI
e) Any other...
SUB TOTAL (A) (2) 941700 - 941700 15.35 941700 - 941700 15.35 -
Total Shareholding of Promoter 4509981 25 4510006 73.50 4512081 25 4512106 73.53 0.03
(A)= (A)(1)+(A)(2)
B. PUBLIC
SHAREHOLDING
(1) Institutions
a) Mutual Funds 850 450 1300 0.02 850 450 1300 0.02 -
b) Banks/FI
C) Cenntral govt
d) State Govt.
e) Venture Capital Fund
f) Insurance Companies
g) FIIS - - - - 435 - 435 0.01 0.01
h) Foreign Venture Capital Funds
i) Others (specify)

 

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
SUB TOTAL (B)(1): 850 450 1300 0.02 1285 450 1735 0.03 0.01
(2) Non Institutions
a) Bodies corporates
i) Indian 204402 4161 208563 3.39 318461 4161 322622 5.26 1.87
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs at the beginning of the year and Rs. 2 Lakhs at the end of the year respectively 790237 237707 1027944 16.75 714018 225587 939605 15.31 1.44
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs at the beginning of the year and Rs. 2 lakhs at the end of the year respectively 361141 18200 379341 6.18 355299 - 355299 5.79 0.39
c) Others (NRI) 9246 300 9546 0.15 5033 300 5333 0.09 0.06
d) Others (Trust) 100 - 100 0.002 100 - 100 0.002 -
SUB TOTAL (B)(2): 1365126 260368 1625494 26.49 1392911 230048 1622959 26.45 0.04
Total Public Shareholding (B)= (B)(1)+(B)(2) 1365976 260818 1626794 26.51 1394196 230498 1624694 26.47 0.04
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 5875957 260843 6136800 100.00 5906277 230523 6136800 100.00 --

(ii) Share holding of promoters

Sl No. Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

NO of shares % of total shares of the company % of shares pledged encumbered to total shares NO of shares % of total shares of the company % of shares pledged encumbered to total shares % change in share holding during the year
1 Murli Dhar Jindal 2687 0.04 -- 2687 0.04 -- 0.00
2 Sanjiivv Jindall 559202 9.11 -- 559202 9.11 -- 0.00
3 Sarita Jindal 600 0.01 -- 600 0.01 -- 0.00
4 Aditya Jindal 647301 10.55 -- 649401 10.58 -- 0.03
5 Kamla Jindal 1 0.00 -- 1 0.00 -- 0.00
6 Rajiv Jindal 2 0.00 -- 2 0.00 -- 0.00
7 Machino Transport Private Limited 1416813 23.09 -- 1416813 23.09 -- 0.00
8 Maruti Suzuki India Limited 941700 15.35 -- 941700 15.35 -- 0.00
9 Suzuki Motor Corporation 941700 15.35 -- 941700 15.35 -- 0.00

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

SI. No. Shareholding at the Beginning of the year
Name of Promoter No. of shares % of total shares of the company
Aditya Jindal 647301 10.55
Total cumulative shareholding 647301 10.55

 

SI. No. Shareholding at the end of the year
Name of Promoter No. of shares % of total shares of the company
Aditya Jindal 649401 10.58
Total cumulative shareholding 649401 10.58

* Date wise Increase/ Decrease in Promoters Share holding during the year specifyingthe reasons for increase/ decrease ( e.g. allotment/ transfer/ bonus/ sweat - As per TableNo. 1

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

S. No. Name of Shareholder Shareholding as on 01.04.2015 Percentage Change During the year Shareholding as on 31.03.2016 Reason
1 Rajesh Jain 10184 0.160 - 10184 N.A.
2 Kanta Chhajer 123756 2.017 - 123756 N.A.
3 Anita Jain 51775 0.844 - 51775 N.A.
4 Ramakant & Co. Pvt Ltd 28830 0.470 - 28830 N.A.
5 Sikha Jain

15500

0.253

-

15500

N.A.

6 M Vimala

18200

0.297

2300

20500

Market Transaction

7 Chetana Amin 16289 0.265 - 16289 N.A.
8 Oswal Shares And Securities Limited

35793

0.583

-

35793

N.A.

9 Sunil Rameshchandra Amin

77106

1.256

6704

83810

Market Transaction

10 Sanchay Fincom Ltd

46133

0.752

(35783)

10350

Market Transaction

11 Trupati Uday Merchant

25025

0.408

15000

40025

Market Transaction

12 Ravi Kumar P

20000

0.326

-

20000

N.A.

13 Mentor Capital Limited

2000

0.03

138000

140000

Market Transaction

14 Mul Chand Malu

0

0

87208

87208

Market Transaction

15 Surendra Hanumanmal Chhajer

15723

0.256

-

15723

Market Transaction

16 Kalpeshkumar Javerilal Oswal - HUF

19990

0.32

(4466)

15524

Market Transaction

17 Master Capital Services Ltd.

1419

0.02

13736

15155

Market Transaction

18 Gaurav Confin P Ltd. 700 0.01 13134 13834 Market Transaction

(v) Shareholding of Directors & Key Managerial Personnel:

SI. No. Shareholding at the beginning of the year
Name of Director and KMP No. of shares % of total shares of the company
Sanjiivv Jindall 559202 9.11
Murli Dhar Jindal

2687

0.04

Ratan Lal Gaggar

120

0.00

Aditya Jindal

647301

10.55

Sarita Jindal 600 0.00
Total cumulative shareholding 1209910 19.72

 

SI. No. Shareholding at the beginning of the year
Name of Director and KMP No. of shares % of total shares of the company
Shareholding at the end of the year
Sanjiivv Jindall 559202 9.11
Murli Dhar Jindal

2687

0.04

Ratan Lal Gaggar

120

-

Aditya Jindal

649401

10.58

Sarita Jindal 600 0.00
Total cumulative shareholding 1212010 19.73

V. INDEBTEDNESS

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

Secured Loans excluding deposits Unsecured

Loans

Deposits Total

Indebtedness

Indebtness at the beginning of the financial year
i) Principal Amount 452083737 452083737
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 452083737 452083737
Change in Indebtedness during the financial year
Additions NIL NIL
Reduction (114019164) (114019164)
Net Change (114019164) (114019164)
Indebtedness at the end of the financial year
i) Principal Amount 338064573 338064573
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 338064573 338064573

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl.No Particulars of Remuneration Name of the MD/WTD/ Manager Total Amount
Mr. Sanjiivv Jindall
Managing Director
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 480000 per month 5760000
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 (HRA) 20000 per month 240000
2 Stock option --
3 Sweat Equity --
4 Commission as % of profit others (specify)
5 Others please specify --
Total (A) 500000 per month 6000000
Ceiling as per the Act 500000 per month 6000000

B. Remuneration to other directors:

Sl.No Particulars of Remuneration

Name of the Directors

Total Amount in rupees
R.L. Gaggar G. C. Dwivedi R. Krishnan S.

Balasubramanian

Anupam

Gupta

1 Independent Directors
(a) Fee for attending board committee meetings 15000/- per meeting 15000/- per meeting 15000/- per meeting 15000/- per meeting 15000/-per

meeting

(b) Commission
(c ) Others please specify
Total(1) 135000/- 255000/- 240000/- 150000/- 30000/- 810000/-
2 Other Executive Directors
(a) Fee for attending board committee meetings Mr. Murli Dhar Jindal
(b) Commission Rs. 15000/- per meeting
(c ) Others please specify.
Total (2) 105000/- 105000/-
Total (B)=(1+2) 915000/-
Total Managerial Remuneration 500000/- per month 6000000/-

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

Sl. No. Particulars of Remuneration CS CFO Total
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 2950460 2763888 5714348
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 (HRA)
2 Stock Option
3 Sweat Equity
4 Commission as % of profit others specify
5 Others please specify
Total 2950460 2763888 5714348

VII. PENALTIES/PUNISHMENT/COMPPOUNDING 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
Penalty Section 450 Women

Director

50000 BSE No
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

TABLE I

CHANGE IN PROMOTER SHAREHOLDING DURING THE YEAR

S. NO NAME OF SHAREHOLDER Date of Change SHAREHOLDING BEFORE CHANGE/ AT THE BEGINNING OF THE YEAR INCREASE/ DECREASE IN SHAREHOLDING SHAREHOLDING AFTER CHANGE/ AT THE END OF THE YEAR REASON
1 Aditya Jindal 22.7.2015 647301 2100 649401 Market Transaction

ANNEXURE-II

REMUNERATION POLICY

1. Executive Remuneration Policy

The remuneration policy of the Directors has been designed to keep pace with thebusiness environment and market linked positioning. The Remuneration & NominationCommittee determines and recommends to the Board the compensation payable to Directors.Remuneration for the Executive Directors consists of a fixed component and a variablecomponent linked to the long term vision medium term goals and annual business plans.

The scope of the nomination and remuneration committee shall include the formulation ofcriteria for determining qualifications positive attributes and independence of adirector and recommend to the board a policy relating to the remuneration of thedirectors key managerial personnel and other employees.

The company had set-up a Nomination and Remuneration Committee on 17th November 2012to review and recommend the quantum and payment of annual salary and commission andfinalize service agreements and other employment conditions of the Executive Directors.The Committee takes into consideration the best remuneration practices being followed inthe industry while fixing appropriate remuneration packages for Directors.

As on March 31 2016 the committee has four Non-Executive and Independent Directors asits members in accordance with the prescribed guidelines. Mr. G. C. Dwivedi is theChairman of the Committee and Mr. R. Krishnan Mr. S. Balasubramanian and Mr. A. K. Tomerare the other members.

2. Key Definitions

"Board of Directors" or "Board" in relation to a company meansthe collective body of the Directors of the company;

The expression ‘‘senior management" means personnel of the company whoare members of its core management team other than the Board of Directors. It comprises ofall members of the management who are one level below the Executive Directors and includethe Functional Heads.

"Key managerial personnel" in relation to a company means -

i. the Chief Executive Officer or the Managing Director or the Manager;

ii. the Company Secretary;

iii. the Whole-time Director;

iv. the Chief Financial Officer; and

v. such other officers as may be prescribed;

Machino Plastics Limited has the following individuals assuming key positions in thecompany:

A. Board of Directors

1. M.D. Jindal Chairman cum Executive Director (Resigned w.e.f. 1.6.2016)
2. Sanjiivv Jindall Chairman cum Managing Director
3. Aditya Jindal Executive Director cum Chief Financial Officer
4. Masami Nishio Non-Executive Director {Nominee of Suzuki Motor Corporation Japan}
5. A.K. Tomer Non-Executive Director {Nominee of Maruti Suzuki India Limited}
6. R. Krishnan Independent Director
7. R.L. Gaggar Independent Director
8. S. Balasubramanian Independent Director
9. Anupam Gupta Independent Director

B. Independent Directors

Pursuant to Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 an Independent Director means a Non-Executive Director other than a nominee director of the listed entity who:

- In the opinion of the board of directors is a person of integrity and possessesrelevant expertise and experience;

- Apart from receiving Director's remuneration does not have any material pecuniaryrelationships or transactions with the company its promoters its Directors its SeniorManagement its holding company its subsidiaries or associates which may affectindependence of the Director;

- Is not related to promoters or persons occupying management positions at the Boardlevel or at one level below the Board;

- Has not been an executive of the company in the immediately preceding 3 (three)financial years;

- Is not a partner or an executive of the statutory audit firm or the internal auditfirm that is associated with the company and has not been a partner or an executive of anysuch firm for the last 3 (three) years and the legal firm(s) and consulting firm(s) thathave a material association with the entity;

- Is not a material supplier service provider or customer or a lesser or lessee of thecompany which may affect independence of the Director;

- Is not a substantial shareholder of the company i.e. owning 2 (two) % or more of theblock of voting shares; and

- Is not less than 21 (twenty one) years of age

As on March 312016 the company's Board comprised of 8 (eight) Directors. Of the 8(eight) Directors 2 (two) Directors including the Chairman are Executive Directors 2(two) are Non-Executive Directors and 4 (four) are Non-Executive and IndependentDirectors. 50% of the Board consists of Independent Directors with at least one womandirector in consonance with Regulation 17 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015.

C. The senior management team consists of

i. Chief Financial Officer

ii. Company Secretary

iii. Chief Operating Officer

iv. General Manager - Operations {Gurgaon}

v. General Manager - Marketing

vi. General Manager - Human Resources

vii. Deputy General Manager - Operation {Manesar}

D. Key Managerial Personnel

i. Managing Director

ii. Chief Financial Officer

iii. Company Secretary

3. The Nomination & Remuneration Committee

The Nomination & Remuneration Committee is responsible for the monitoringimplementation and review of this policy. The Nomination & Remuneration Committee willprovide recommendations to the Board as to how to effectively structure and facilitate aremuneration strategy which will meet the needs of the Company.

4. Key Principles of the Remuneration Policy

While designing compensation for Directors Key managerial personnel senior managementand other

employees the following set of principles act as guiding factors:

1. Aligning key executive and board remuneration with the longer term interests of thecompany and its shareholders.

2. Minimize complexity and ensure transparency.

3. Link to long term strategy as well as annual business performance of the company

4. Promotes a culture of meritocracy and is linked to key performance and businessdrivers.

5. Reflective of line expertise market competitiveness so as to attract the besttalent.

6. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

7. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks;

8. Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

9. That the Managing Director's remuneration be reviewed on expiry of current period ofthree years of appointment and the remuneration be divided into fixed and flexibleportion.

10. In future employment as well as for existing a part of remuneration be kept asperformance linked pay

11. Remuneration being paid to employees currently be protected.

12. Targets for the Company for the Managing Director for HOD's be given by board andHOD's should fix targets for their respective team members. Accordingly the performanceremuneration will be decided by board latest by the end of the month of May each year inaccordance with recommendation of Nomination and Remuneration Committee.

5. Remuneration paid to Executive Directors

• The remuneration paid to Executive Directors is recommended by the Nominationand Remuneration Committee and approved by the Board in the Board meeting subject to thesubsequent approval by the shareholders at the general meeting and such other authoritiesas the case may be.

• At the Board meeting only the Non-Executive and Independent Directorsparticipate in approving the remuneration paid to the Executive Directors. Theremuneration is arrived by considering various factors such as qualification experienceexpertise prevailing remuneration in the industry and the financial position of thecompany. The elements of the remuneration and limits are pursuant to the section 178 197and schedule V of the Companies Act 2013 and also Clause 49 of the Listing Agreemententered into with the Stock Exchange(s).

5.1.1 Remuneration Policy Structure

The remuneration structure for the Executive Directors would include the followingcomponents:

5.1.2 Basic Salary

- Provides for a fixed per month base level remuneration to reflect the scale anddynamics of business to be competitive in the external market

- Are normally set in the home currency of the Executive Director and reviewed annually

- Will be subject to an annual increase as per recommendations of the Nomination andRemuneration committee and approval of the Board of Directors and such other approvals asmay be necessary.

5.1.3 Perquisites and Allowances

A basket of Perquisites and Allowances would also form a part of the remunerationstructure.

5.1.4 Contribution to Provident and Other funds

In addition to the above the remuneration would also include:

- Contribution to Provident and Superannuation Funds

- Gratuity

5.1.5 Minimum Remuneration

If in any financial year during the tenure of the Executive Directors the company hasno profits or its profits are inadequate they shall be entitled to by way of BasicSalary Perquisites allowances and in addition hereto they shall also be eligible forperquisites not exceeding the limits specified under Part IV of Schedule V of theCompanies Act 2013 or other such limits as prescribes by the Government from time to timeas Minimum Remuneration whichever is higher.

6. Remuneration payable to Non-Executive & Independent Directors

The Non-Executive Directors and Independent Directors of the company would be paidsitting fees {not exceeding INR 100000} for each meeting of the Committees and Boardmeeting as may be decided by the board from time to time.

7. Remuneration payable to Non-Executive Directors

The Remuneration to the Non-Executive Directors would be as per recommendations of theNomination and Remuneration committee and approval of the Board of Directors. It would bepursuant to the provisions of sections 197198 of the Companies Act 2013.

8. Remuneration Philosophy for Key managerial personnel senior management & staff

The compensation for the Key managerial personnel senior management and staff atMachino Plastics Limited would be guided by the external competitiveness.

Internally performance ratings of all employees would be spread across a normaldistribution curve. The rating obtained by an employee will be used as an input todetermine Variable and Merit Pay increases. Variable and Merit pay increases will becalculated using a combination of individual performance and organizational performance.Grade wise differentiation in the ratio of variable and fixed pay as well as in incrementpercentage must be made.

Compensation can also be determined based on identified skill sets critical to successof the company. It is determined as per management's review of market demand and supply.

9. DISCLOSURES

The remuneration policy shall also form part of Annual Report of the Company and shallalso be posted on the website of the company.

ANNEXURE III

RELATED PARTIES TRANSACTION DETAILS FORM 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 and arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm length transactions under third proviso thereto

1. DETAILS OF CONTRACT OR ARRANGEMENT OR TRANSACTION NOT ON ARM LENGTH’S 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 of 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 of section 188

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS AT ARM’S LENGTHBASIS

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

b. Nature of contracts / arrangements / transactions

c. Duration of the contracts / arrangements / transaction

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

e. Date(s) of approval by the Board if any

f. Amount paid as advances if any

* The details of related parties' transaction forms part of the Corporate GovernanceSection in Page No.46. ANNEXURE IV

PERFORMANCE EVALUATION POLICY

1. In accordance with the requirement Regulation 17(10)of SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015 and section 178 along with schedule IV of theCompanies Act 2013 and other provisions as may be applicable on the company from time totime; the company shall evaluate the performance of its Independent Directors its boardand other committee on annual basis.

2. An indicative list of factors that may be evaluated as part of this exercise is:-

a) Participation in the meetings and contribution by a director

b) Commitment (including guidance provided to senior management outside of Board /Committee meetings)

c) Effective deployment of qualification knowledge and expertise

d) Effective management of relationship with stakeholders

e) Integrity and maintenance of confidentiality

f) Independence of behavior and judgment and

g) Impact and influence.

3. The Nomination and Remuneration Committee shall have the authority to include anyother parameters in addition to the above mentioned criterion for evaluation ofperformance of the Board its Committees and Directors. However the actual evaluationprocess shall remain confidential and shall be a constructive mechanism to improve theeffectiveness of the Board / Committee.

4. The Board on the basis of the Performance Evaluation Policy of the company wouldevaluate the performance of Independent Directors (excluding the director beingevaluated). On the basis of the report of performance evaluation it shall be determinedwhether to extend or continue the term of appointment of Independent Director on annualbasis.

5. The board on the basis of recommendation of Nomination and Remuneration Committeeshall adopt Board Evaluation Framework and shall periodically monitor and review the same.The said policy shall also form part of Annual Report of the Company.

6. The Nomination and Remuneration Committee shall also identify the persons who arequalified to become director and who may be appointed in senior management accordance withthe criteria laid down and recommend to the board their appointment and removal. Whilerecommending to the board the appointment of directors the nomination and remunerationcommittee shall select the candidate from Institute of Directors Indian Institute ofCorporate Affairs Institute of Company Secretaries of India and such other sources as itmay deems fit.

ANNEXUREV

VIGIL MECHANISM OF THE COMPANY

The board of directors of the company approves the vigil mechanism policy of thecompany in accordance with section 177 of the Companies Act 2013. The company shall havevigil mechanism for its directors and employees to report the matters of genuine concernto Mr. Rama Krishnan resident of G-14 Saket New Delhi - 110017 as Vigil MechanismOfficer of the Company.

The vigil mechanism shall provide adequate safeguard against victimization of employeesand directors who avail the vigil mechanism and also provides direct access to theChairman of the Audit Committee or director nominated to play the role of Audit Committeeas the case may be in exceptional cases.

In case of repeated frivolous complaints being filed by director or employee the auditcommittee or the director nominated to play the role of audit committee may take suitableactions against the director and employee including reprimand.

ANNEXURE - VI

EMPLOYEES DETAILS

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL)RULES 2014

I) PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR CHIEF FINANCIAL OFFICER ANDCOMPANY SECRETARY DURING FINANCIAL YEAR 2015-16 RATIO OF REMUNERATION OF EACH DIRECTOR TOMEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2015-16 ANDCOMPARISON OF REMUNERATION OF EACH KEY MANAGERIAL PERSONNEL AGAINST THE PERFORMANCE OF THECOMPANY ARE AS UNDER :

(Amount in lacs}

S. NO NAME OF DIRECTOR/KMP AND DESIGNATION REMUNERATION OF DIRECTOR/KMP FOR FINANCIAL YEAR 2015-2016 % INCREASE IN REMUNERATION IN THE FINANCIAL YEAR 2015-16 RATIO OF REMUNERATION OF EACH DIRECTOR TO MEDIAN REMUNERATION OF EMPLOYEES COMPARISON OF REMUNERATION OF KMP AGAINST THE PERFORMANCE OF COMPANY
1 Sanjiivv Jindall- Managing Director 66.91 Nil 66.91:3.15 No increase in remuneration; turnover increased by 5.07% Profit after tax and before tax is Rs. 147.83 lacs and Rs. 519.91 lacs respectively against the profit previous year of Rs. 231.60 lacs and Rs. 185.96 lacs respectively.
2 Aditya Jindal - Executive Director cum Chief Financial Officer 30.00 Nil 30.00:3.15 No increase in remuneration; turnover increased by 5.07% Profit after tax and before tax is Rs. 147.83 lacs and Rs. 519.91 lacs respectively against the profit previous year of Rs. 231.60 lacs and Rs. 185.96 lacs respectively.
3 Sarita Jindal - Executive Director (not a board member) 5.94 Nil 5.94:3.15 No increase in remuneration; turnover increased by 5.07% Profit after tax and before tax is Rs. 147.83 lacs and Rs. 519.91 lacs respectively against the profit previous year of Rs. 231.60 lacs and Rs. 185.96 lacs respectively.
4 Surya Kant Agrawal - General Manager Finance cum Company Secretary 30.14 10% 30.14:3.15 There was 10% increase in remuneration; turnover increased by 5.07% Profit after tax and before tax is Rs. 147.83 lacs and Rs. 519.91 lacs respectively against the profit previous year of Rs. 231.60 lacs and Rs. 185.96 lacs respectively

Note the aforestated remuneration is excluding the contribution toProvident Fund.

Note: Following directors were paid only sitting fees during thefinancial year 2015-16 Mr. M. D. Jindal Executive Chairman

Mr. R. L. Gaggar Independent Director Mr. R. Krishnan Independent Director

Mr. G. C. Dwivedi Independent Director

Mr. S. Balasubramanian Independent Director

• Following directors were not paid any remuneration and sitting fees during thefinancial year 2015-16

Mr. A. K. Tomer - Nominee Director of Maruti Suzuki India Limited

Mr. Masami Nishio - Nominee Director of Suzuki Motor Corporation

• The sitting fees paid by the company during the financial year 2015-16 was Rs.15000/- per meeting of the

board or committees there of:

i. Median remuneration of employees during the financial year was Rs.3.15 lacs

ii. In the financial year there was a decrease of 13.68% in the median remuneration ofEmployees.

iii. There were 144 permanent employees on the role of the company as on 31.03.2016.

iv. Relationship between average increase / decrease in remuneration and companyperformance: Average decreased in median remuneration of employees was 13.68% whereasturnover increased by 5.07% Profit after tax and before tax is Rs 147.83 lacs and 519.91lacs respectively against previous year of Rs 231.60 lacs and Rs 185.97 lacs respectively.

v. Comparison of remuneration of the Key Managerial Personnel against the performanceof the Company: The total remuneration of Key Managerial Personnel increased by 6.27%(overall) from Rs. 11955636 in 2014-15 to Rs. 12705592 in 2015-16.

vi a. Variation in market capitalization: the market capitalization as on 31.03.2016was Rs. 87.88 Crs whereas same was Rs. 25.03 Crs in March 2015.

b. Price earning ratio as on 31.03.2016 is 59.42 and 10.82 as on March 2015

vii. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year 2015-16 was 10% whereas the increase inthe managerial personnel for the same financial year was 6.27% (overall). The percentageincrease in managerial remuneration is in line with the percentage increase inremuneration of employees other than the managerial personnel.

viii. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendation of theHuman Resources Nomination and Remuneration Committee as per Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

ix. There was no key parameters of variable remuneration availed by any director of thecompany during the year under review.

x. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year- Not Applicable.

xi. It is hereby affirmed that the remuneration of the highest paid is as per theRemuneration Policy for Directors Key Managerial Personnel and other employees.

Annexure VIII

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED

31st MARCH 2016

[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

Machino Plastics Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Machino PlasticsLimited.(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me/us a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing my opinion thereon.

Based on my/our verification of the Machino Plastics Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st March2016 compliedwith the statutory provisions listed hereunder and also that the company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:-

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Machino Plastics Limited for the financial year ended on 31stMarch2016

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 madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):-

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

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

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

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

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

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) The Apprentices Act 1961

(vii) The Contract Labour (Regulation & Abolition) Act 1970

(viii) The Employees' Provident Fund & Miscellaneous Provisions Act 1959

(ix) The Employees' State Insurance Act 1948

(x) The Employment Exchange (Compulsory Notification of Vacancies Act) 1959

(xi) The Equal Remuneration Act 1976

(xii) The Factories Act 1948

(xiii) The Indian Fatal Accidents Act 1985

(xiv) The Industrial Dispute Act 1947

(xv) The Industrial Employment (Standing Orders Act) 1946

(xvi) The Maternity Benefit Act 1961

(xv) The Minimum Wages Act 1948

(xvi) The Payment of Bonus Act 1965

(xvii) The Payment of Gratuity Act 1972

(xvi) The Payment of Wages Act 1936

(xvii) The Workmen's Compensation Act. 1923

(xviii) The Environment Protection Act 1986

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Stock ExchangeLimited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive 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 and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has not undertaken anyspecific transactions as given under below:-

(i) Public/Right/Preferential issue of shares / debentures/sweat equity etc.

(ii) Redemption / buy-back of securities

(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

It should be noted that Contingent Liabilities not provided for as per theFinancial Statements are as follows:-

a) Demand under Central Excise Act of Rs. 111535494/- (Previous year Rs.111535494/-)

b) Demand under the Income Tax Act of Rs. 1646435/- (Previous year Rs. 1646435)

c) Demand under the Sales Tax Act of Rs. 621691/- (Previous year Rs. 621691).

It should be noted that the details of disputed dues as per the FinancialStatements are as follows:

Name of Statue Nature of the dues Amount Amount deposit under protest Period Forum where Dispute is pending
The Central Excise Act 1944 Excise Duty 74743777 Nil October 99 to September 04 Commissioner of Central Excise Delhi-III
The Central Excise Act 1944 Excise Duty 18706867 Nil October 04 to September 05 Commissioner of Central Excise Delhi-III
The Central Excise Act 1944 Excise Duty 2258355 Nil F.Y. 2003-04 & 2004-05 Central Excise Depart Gurgaon Range
The Central Excise Act 1944 Excise Duty 15826495 Nil F.Y. 2005-06 & 2006-07(up to May 2006) Central Excise (Service) Depart Gurgaon Range
The Income Tax Act 1961 Income Tax 345973 Nil A.Y 2008-09 Commissioner of Income Tax (Appeals) New Delhi
The Income Tax Act 1961 Income Tax 1646435 Nil A.Y 2009-10 Commissioner of Income Tax (Appeals) New Delhi
The Income Tax Act 1961 Income Tax 190000 Nil A.Y 2011-12 Commissioner of Income Tax (Appeals) New Delhi

It should be noted that it is observed from the exchange records that as on April12015 the Company has not appointed a Woman Director on the Board of Directors. So as perthe provision of SEBI the Company has to pay fine amount of Rs.57000(inclusive ofservice tax @14%) as on June 302015.

It should be noted that remittance in foreign exchange towards dividend is:

Particular Current Year(Rs) Previous Year(Rs)
Number of non-resident shareholders 1 1
Shares held- Equity Shares of Rs.10 each 941700 941700
Dividend remitted during the year 941700 NIL

 

Place : New Delhi FOR A.K.& ASSOCIATES
Date : 27th May 2016 ATIMA KHANNA
M.No.-28463
COP - 10296