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Purohit Construction Ltd.

BSE: 538993 Sector: Infrastructure
NSE: N.A. ISIN Code: INE147J01012
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OPEN 5.34
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VOLUME 250
52-Week high 8.67
52-Week low 4.75
P/E
Mkt Cap.(Rs cr) 2
Buy Price 5.36
Buy Qty 384.00
Sell Price 0.00
Sell Qty 0.00

Purohit Construction Ltd. (PUROHITCONST) - Director Report

Company director report

To

The Members

PUROHIT CONSTRUCTION LIMITED

Your Directors have pleasure in presenting 25th

Annual Report together with the Audited Financial Statements and Auditors’Report thereon for the year ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Standalone
PARTICULARS For the year ended March 312016 For the year ended March 312015
Total Income (incl. Other Income) 255.52 400.32
Financial Expenses 11.84 16.18
Depreciation 25.86 19.07
Profit/(Loss) Before Taxation

7.35

8.73

Less: Provision for Income Tax 5.00 5.50
Less: Provision for Deferred Tax (4.81) (2.78)
Less: Provision for Wealth Tax NIL 0.45
Profit After Taxation

7.15

5.55

Less: Prior Period adjustment NIL NIL
Transfer to General Reserve NIL NIL
Surplus Brought Forward 93.36 90.79
Less: Depreciation Adjustment NIL (2.98)
Net Balance carried to balance Sheet

100.51

93.36

2. OPERATIONS/STATE OF AFFAIRS :

The total income of the Company during the year under review was Rs. 255.52 lac(2015-16) as compared to previous year Rs.400.32 lac (2014-15). During the year underreview the Company has earned net profit of Rs. 7.15 Lac as compare to profit of Rs. 5.55lac during previous year.

3. DIVIDEND :

Since the Company needs to plough back the profits for the future development andexpansion dividend payment cannot be considered. Therefore your Directors have notrecommended any dividend for the financial year 2015-16.

4. AMOUNT TRANSFERRED TO RESERVES:

During the year Company has not transferred any amount to Reserves.

5. DEPOSITS :

The Company has not accepted any deposit from public during financial year 2015-16.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31st March 2016 and the date of the Board’s Report.

7. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there was no change in the nature of the business.

8. CHANGES IN SHARE CAPITAL:

During the year under review there was no change in the Company’s issuedsubscribed and paid – up equity share capital. On March 31 2016 it stood at Rs.44056000/- consisting of 4405600 equity shares of Rs.10/- each.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

9.1 Mr. Saumil Purohit Joint Managing Director of the Company will retire by rotationat the ensuing

Annual General Meeting and being eligible has offered himself for reappointment. TheBoard recommends the reappointment of above Director of the Company.

9.2 During the year due to death of Late. Ishwarchand Soni Chief Financial Officer ofthe Company.

Mr.Sanny R. Parante been appointed as Chief Financial Officer (Designated as KMP) ofthe Company w.e.f. 10th February 2016.

9.3 Declaration by Independent Directors and Evaluation Process

The Independent Directors of the Company viz. Mr. Mahendra Sanghani Mr. NishitkumarGohil and Mrs. Jagrutiben Shah have given declaration to the Company that they qualifythe criteria of independence as prescribed under Section 149 (6) of the Companies Act2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.

9.4 Policy on Appointment and Remuneration of Directors KMP and Senior ManagementPersonnel.

The Policy of the Company on Directors’ Appointment and remuneration ofDirectors’ Remuneration of Key Managerial Personnel and other employees of thecompany pursuant to sub

– Section(3) of Section 178 is appended as Annexure - C to this Report. ThePolicy has been posted on the website of the Company http:// w w w . purohitconstruction .c o m / InvestorRelations.aspx

9.5 Formal Annual Evaluation Process by Board:

The Company has in place a formal mechanism for evaluating its performance as well asthat of its Committees and individual Directors including the Chairman of the Board. Theevaluation of the

Independent Directors was carried out by the entire Board excluding the director beingevaluated and that of the Chairman and the Non-Independent Directors was carried out bythe Independent Directors in their separate meeting held.

The Board of Directors was satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.

10 DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of section 134 (5) of the Companies Act 2013 in relation to financialstatements for the year 2015-16 the Board of Directors state that: (a) In the preparationof Annual Accounts for the period ended March 31 2016 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.

(b) The Directors have 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 of the Company for the year ended March 31 2016.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities; (d)The Directors have prepared the annual accounts on a going concern basis.

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

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

11. NUMBER OF MEETINGS OF BOARD:

During the year under review nine meetings of the Board of Directors were held detailsof which are given in the ‘Corporate Governance Report’ forming part of thisAnnual Report. This intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.

12. DISCLOSURE UNDER RULE 5 OF THE

COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Details pertaining to remuneration and other details as required under Section 197 (12)of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure E to this report.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY :

All Transaction entered into with the Related Parties during the financial year underthe review were on an arm’s length basis and were in the ordinary course of business.There was no materially significant transaction with the Company’s PromotersDirectors Management or their relatives that could have had a potential conflict with theinterests of the Company.

The Policy on materiality of related Party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s websitehttp:// www.purohitconstruction.com/InvestorRelations.aspx

The summery of related party transaction is given in AOC-2 is annexed herewith as Annexure-H.14. AUDITORS AND AUDITORS’ REPORT:

M/s. Gattani & Associates Chartered Accountants (FRN:103097W) Statutory Auditorsof the Company has carried out the Statutory Audit and submitted its report for thefinancial year ended on March 31 2016. There are no qualifications or adverse remarks inthe Auditor’s Report which require any clarification / explanation.

M/s. Gattani & Associates Chartered Accountants (FRN:103097W) Statutory Auditorsof the Company will retire at the conclusion of the ensuing Annual General Meeting of theCompany and are eligible for reappointment . The Company has received the eligibilitycertificate from them pursuant to Section 139 and 141 of the Companies Act 2013.

The Board on the recommendation of Audit Committee recommends the appointment of M/s.Gattani & Associates Chartered Accountants (FRN: 103097W) as Auditors of theCompany from the conclusion of this Annual General Meeting until the conclusion of thenext Annual General Meeting.

15. INTERNAL AUDITOR:

The Board on the recommendation of Audit Committee had appointed D.M.J & Associatesas Internal Auditors for the financial year 2015-16.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal control in all spheres of itsactivities to ensure that all its assets are safeguarded and protected against loss fromunauthorized use or disposition and that the transactions are authorized recorded andreported diligently.

The Company ensures adherence to all internal control policies and procedures as wellas compliances with all regulatory guidelines.

The Audit Committee of the Company periodically reviews the adequacy of internalfinancial controls .

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act 2013 the Board hasappointed M/s. Parikh & Dave Associates Company Secretaries to undertake SecretarialAudit of the Company. A report from Secretarial Auditor is annexed to this Report in FormMR - 3 (Annexure-A). The same does not contain any qualification reservation oradverse remark or disclaimer.

INDUSTRIAL RELATIONS:

The Company has maintained cordial relations with the employees of the Companythroughout the year. The Directors wishes to place on record sincere appreciation for theservices rendered by the employees of the Company during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

17. RISK MANAGEMENT:

The Company has formulated the Risk Management Policy in order to safeguard theorganization from various risks through timely actions and to mitigate the effect of riskbearing impact on the Business. In the opinion of the Board there has been noidentification of element of Risk that may threaten the existence of the Company.

18. PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS:

Details of Loans Guarantees Investment and Advances made if any are described by innotes to the Financial Statement.

19. EXTRACT OF ANNUAL RETURN:

As required by the provisions of Section 134(3)(a) of the Companies Act 2013 andrelevant rules made there under the extract of the annual return as provided undersub-section (3) of section 92 is attached herewith Annexure – D.

20. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013.

A separate report on Corporate Governance Compliance and a Management Discussion andAnalysis Report as stipulated in Regulation 34 (3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") forms part ofthe Director’s Report as Annexure-G and F respectively along with therequired Certificate from the auditor's regarding compliance of the conditions ofCorporate Governance.

21. AUDIT COMMITTEE:

The particulars of an Audit Committee of the Company constituted as per provisions ofthe Act read with rules framed thereunder and Listing Regulations are given in theCorporate Governance Report forming part of this report.

The recommendations of Audit Committee were duly accepted by the Board of Directors.

22. SUBSIDIARIES COMPANIES ASSOCIATES

AND JOINT VENTURE COMPANIES:

The Company doesn’t have any Subsidiaries Associates or Joint Venture Companies.

23. SAFETY HEALTH AND ENVIRONMENT:

(a) Safety: The Company encourages a high level of awareness of safety issuesamong its employees and strives for continuous improvement. All incidents are analysed inthe safety committee meetings and corrective actions are taken immediately. Employees aretrained in safe practices to be followed at work place. (b) Health: Your Companyattaches utmost importance to the health of its employees. Periodic checkup of employeesis done to monitor their health. Health related issues if any are discussed with visitingMedical Officer.

(c) Environment: Company always strives hard to give importance to environmentalissues in normal course of operations. Adherence to Environmental and pollution controlNorms as per Gujarat Pollution Control guidelines is of high concern to the Company.

24. VIGIL MECHANISM/WHISTLE BLOWER

POLICY:

Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct. The Details of the Vigil policy is explained in the Corporate GovernanceReport and posted on the website of the Company http://www.purohitconstruction.com/InvestorRelations.aspx

25. DISCLOSURES UNDER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE:

Considering gender equality the Company has zero tolerance for sexual harassment atworkplace. The Company has an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

No complaints were received during the year 2015-16:

This policy posted on the website of the http://www.purohitconstruction.com/InvestorRelations.aspx

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Statement of particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earning and Outgo pursuant to provisions of 134 of theCompanies Act 2013 is given in Annexure-B to this Report.

27. CODE OF CONDUCT:

The Company has laid down a Code of Conduct applicable to the Board of Directors andSenior management which is available on Company’s website. All Board members andsenior management personnel have affirmed compliance with the Code of Conduct.

28. CODE OF FAIR DISCLOSURE:

As required under the new Insider Trading Policy Regulations of SEBI your Directorshave framed new Insider Trading Regulations and Code of Internal Procedures and Conductsfor Regulating Monitoring and Reporting of Trading by Insider. For details please referto the company’s website on following link http:/ / w w w . p u r o h i t c o n s t ru c t i o n . c o m / InvestorRelations.aspx.

29. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company’s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

30. INSURANCE:

The Company has taken adequate insurance to cover its assets.

31. LISTING:

Your company’s shares are listed with The BSE Limited Mumbai. (Stock Code: -538993) and Ahmedabad Stock Exchange Limited (scrip code: -PCL). The Company has alreadypaid Annual Listing fees of the both Stock Exchange for the ensuing financial year.

32. CAUTIONARY STATEMENT:

Statements in the Board’s Report and the Management Discussion & Analysisdescribing the Company’s objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

33. ACKNOWLEDGMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers vendors andother business partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD

FOR PUROHIT CONSTRUCTION LIMITED

Sd/-

Narendra Purohit

Chairman & Managing Director

(DIN: 00755195)

Date : 12th August 2016

Place : Ahmedabad

ANNEXURE-A FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 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

PUROHIT CONSTRUCTION LIMITED

CIN- L45200GJ1991PLC015878

401 Purohit House

Opp. Sardar Patel Stadium

Navrangpura Ahmedabad-380009.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Purohit ConstructionLimited (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit; we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on March 31 2016 generallycomplied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter: We have examined the books papers minutebooks forms and returns filed and other records maintained by the Company for thefinancial year ended on March 31 2016 according to the provisions of:

1) The Companies Act 2013 (the Act) and the Rules made there under;

2) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

3) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

4) Foreign Exchange Management Act 1999 and the Rules and Regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’): (a) The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011; (b)The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations1992 (upto May 14 2015) The Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 ( Effective from May 15 2015); (c) The Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 -Not applicable as the Company has not issued any shares during the year under review;

(d) The Securities and Exchange Board of India (Share Based Employees Benefits)Regulations 2014 - Not Applicable as the Company has not issued any Shares / options tothe Directors /Employees under the said Regulations during the year under review;

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

Not Applicable as the Company has not issued any debt securities during the year underreview;

(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 - Not Applicable as the Company has not delisted its Equity Shares fromany Stock Exchanges during the year under review;

(h) Securities and Exchange Board of India (Buy Back of Securities) Regulations 1998 -Not Applicable as the Company has not bought – back any of its securities during theyear under review;

(i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. (Effective from December 1 2015)

We have also examined compliance with the applicable Standards / Clauses / Regulationsof the following:

(i) Secretarial Standards with respect to the Meetings of the Board of Directors andCommittee Meetings of the Board (SS-1) and General Meetings (SS-2) issued by The Instituteof Company Secretaries of India. (Effective from July 1 2015.)

(ii) The Listing Agreements entered into by the Company with BSE Limited (BSE) andAhmedabad Stock Exchange Limited (ASE).

(iii) The Uniform Listing Agreement entered into by the Company with BSE Limited (BSE).

As per the circular ref. no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 andas per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to comply with the provisions of Clause 49of Listing Agreement and Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2)of Regulation 46 and para C D and E of Schedule V respectively. However the Company hascomplied with certain clauses voluntarily.

During the period under review the Company has generally complied with all the materialprovisions of the applicable Act Rules Regulations Guidelines Standards etc.mentioned above.

We further report that

Having regard to the Compliance system prevailing in the Company and on examination ofthe relevant documents and records in pursuance thereof on test check basis the Companyhas generally complied with the material aspects of the following laws specificallyapplicable as company being Construction company :

1. Town Planning and Urban Development Act 1976

2. Transfer of Property Act 1882

3. Gujarat Land Revenue Rules 1972

4. The Building & other Construction Workers (Regulation of Employment &Conditions of Service) Act 1996

5. The Land Acquisition Act 1894

6. Registration Act 1908

7. The Gujarat Ownership Flats Act 1973

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. There were nochanges which took place in the composition of the Board during the year under review.

Adequate notice is given to all the Directors to schedule the Board meetings at leastseven days in advance. Agenda and detailed notes on agenda were sent well in advance and asystem exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

Decisions at the meetings of Board of Directors/ Committees of the Company were carriedunanimously. We were informed that there were no dissenting views of the members’ onany of the matters during the year that were required to be captured and recorded as partof the minutes.

We further report that

Based on the review of compliance mechanism established by the Company the informationprovided by the Company its officers and authorized representatives during the conduct ofthe audit there are adequate systems and processes in the Company commensurate with thesize and operations of the Company to monitor and ensure compliance with applicablegeneral laws rules regulations and guidelines such as Labour Laws Environmental Laws The Trade Marks Act 1999 The Indian Copyright Act 1957 The Patents Act 1970.

We further report that

The Compliance by the Company of the applicable financial laws like Direct and IndirectTax laws has not been reviewed in this Audit since the same have been subject to thereview by the Statutory Auditors and other designated professionals.

We further report that

There were no other instances of: a) Public/Right issue of shares/ debentures/sweatequity etc. b) Redemption / buy-back of securities c) Major decisions taken by themembers in pursuance of section 180 of the Companies Act 2013. d) Merger / amalgamation /reconstruction etc. e) Foreign technical collaborations

For FOR PARIKH DAVE & ASSOCIATES
COMPANY SECRETARIES
Date : 12th August 2016 UDAY G. DAVE
Place : Ahmedabad PARTNER
FCS No. 6545 C P No. 7518

Note: This report is to be read with our letter of even date which is annexed as Annexure-A-1and forms an integral part of this report.

ANNEXURE - A - 1

To

The Members

PUROHIT CONSTRUCTION LIMITED

CIN- L45200GJ1991PLC015878

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

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

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices followed by us provide areasonable basis for our opinion.

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

4. Wherever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedure on test basis.

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

For FOR PARIKH DAVE & ASSOCIATES
COMPANY SECRETARIES
UDAY G. DAVE
Date : 12th August 2016 PARTNER
Place : Ahmedabad FCS No. 6545 C P No. 7158

ANNEXURE - B

Additional information as per Section 134 of The Companies Act 2013 and forming partof the Director's Report for the year ended on 31st March 2016.

(A) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy; Necessary precautions have been taken while designing process and equipment to ensure conservation of energy through the use of fuel efficient devices and advanced instrumentation systems.
(ii) the steps taken by the company for utilizing alternate sources of energy; Not Applicable.
(iii) the capital investment on energy conservation equipments; There is no specific investment plan for energy conservation.

(B) TECHNOLOGY ABSORPTION- NIL

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

(Rs. In Lac)

For the year Ended on 31st March 2016 31st March 2015
Foreign Exchange earnings NIL NIL
Foreign Exchange outgo NIL 3.37

 

Date : 12th August 2016 FOR AND ON BEHALF OF THE BOARD
Place : Ahmedabad FOR PUROHIT CONSTRUCTION LIMITED
Sd/-
Narendra Purohit
Chairman & Managing Director
(DIN: 00755195)

ANNEXURE – C

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In terms of Section 178 of the Companies Act 2013 the policy on nomination andremuneration of Directors Key Managerial Personnel Senior Management and other employeesof the Company has been formulated by the Nomination and Remuneration Committee of theCompany and approved by the Board of Directors.

I. The following matters of provisions of the Companies Act 2013 have been includedand considered while formulating the Remuneration Policy for the Company.

(a) Criteria determining the qualifications positive attributes and independence of aDirector.

(b) Appointment and removal of Directors Key Managerial Personnel Senior Management.

(c) Remuneration for the Directors Key Managerial Personnel Senior Management andother employees.

(d) Evaluation of performance of the Directors of the Company.

(e) Scope and Role of the Nomination and Remuneration Committee

(f) Disclosures in the Directors’ Report

II. OBJECTIVE:

(1) The key objective of this Policy is to enable a framework that allows attractingand retaining competitive and skilled human resource in the Company and for competitiveand fair rewards for the achievement of key deliverables and also aligns with practice inthe industry and shareholders’ expectations. The policy reviews the compensationpackage payable to the Executive and Non-Executive Directors Key Management Personnelthe Senior Management and other employees of the Company.

(2) When deciding remuneration the Committee will consider the market scenariobusiness performance of the Company and the remuneration practices in Industry.

III. REMUNERATION TO NON-EXECUTIVE DIRECTORS:

The general policy of the Board is to provide fees in line with market practice forsimilar Non-Executive Director roles in the comparable corporate and institutions inIndia. Fees paid to the Non-Executive Directors also takes account of the Company’scomplexity the significant travel and time commitments required for attending Board andother meetings in India and the risk profile of the Company. The Remuneration to thenon-executive Directors is as per the provisions of the Companies Act 2013 and relatedrules framed there under.

IV. REMUNERATION TO EXECUTIVE DIRECTORS:

Components:

Base Salary

Short-term incentive

Long-term incentive

Retrial Benefits

V. REMUNERATION TO KEY MANAGERIAL PERSONNEL SENIOR MANAGEMENT AND OTHER

EMPLOYEES:

Components:

Fixed Remuneration

Annual Allowances

Retrial benefits

VI. CRITERIA FOR IDENTIFICATION OF PERSONS FOR APPOINTMENT AS DIRECTOR AND IN SENIOR

MANAGEMENT:

In accordance with the provisions of Section 178 of the Companies Act 2013 and Clause49 of listing agreement the Nomination and Remuneration Committee is required toformulate the criteria for determining the qualification positive attribute andindependence of a Director.

The criteria adopted by the Nomination and Remuneration Committee are as under:

Qualification:

A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

Positive Attributes:

A person should be the person of high integrity ethical standards devote thesufficient time to the Company and have the required skills expertise and experience andshall perform duties in a bona-fide manner.

VII. CRITERIA FOR IDENTIFICATION OF PERSONS FOR APPOINTMENT AS INDEPENDENT DIRECTOR:

The criteria adopted by the Nomination and Remuneration Committee are as under:

Qualification:

An Independent director shall possess appropriate skills experience and knowledge inone or more fields of finance law management sales marketing administrationresearch corporate governance operations or other disciplines related to the company'sbusiness.

Positive attributes:

An independent director shall be a person of integrity who possesses relevantexpertise and experience and who shall uphold ethical standards of integrity and probity;act objectively and constructively; exercise his responsibilities in a bona-fide manner inthe interest of the company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the company inimplementing the best corporate governance practices.

Independence of Independent Director:

An Independent director should meet the requirements of Section 149 Schedule IV of theCompanies Act 2013 and Clause 49(II) (B) of the Listing Agreement.

FOR AND ON BEHALF OF THE BOARD
Date : 12th August 2016 FOR PUROHIT CONSTRUCTION LIMITED
Place : Ahmedabad Sd/-
Narendra Purohit
Chairman & Managing Director
(DIN: 00755195)

ANNEXURE-D

FORM 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

Companies (Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L45200GJ1991PLC015878
2 Registration Date 2nd July 1991
3 Name of the Company PUROHIT CONSTRUCTION LIMITED
4 Category/Sub-category of the Company Company Limited by Shares
Indian Non Government Company
5 Address of the Registered office & contact details 401 PUROHIT House Opp. Sardarpatel Stadium
Navrangpura Ahmedabad - 380009
Email ID: cs@purohitconstruction.com
6 Whether listed company Yes
7 Name Address & contact details of the Bigshare Services Pvt. Ltd
Registrar & Transfer Agent if any. A/802 Samudra Complex Near Klassic Gold Hotel
Girish Cold Drink Off C. G. Road Ahmedabad – 380009
Phone - 079-40024135
Email : bssahd@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 General construction (including alteration addition repair and maintenance) of non-residential buildings carried- out on own-account basis or on a fee or contract basis 45202 57.10%
2 Retail Sales of construction material 52341 40.06%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the Company CIN/GLN Holding/ Subsidiary / Associate % of shares held Applicable Section
1 THE COMPANY DOES NOT HAVE ANY HOLDING SUBSIDIARY OR ASSOCIATE COMPANIES

IV. SHAREHOLDING PATERN

(Equity Share Capital Breakup as percentage of Total Equity)

(A) CATEGORY – WISE SHAREHOLDING

Cate- gory Category of Share Holders No. of Shares Held at the beginning of the year 01.04.2015 No. of Shares held at the ending of the year 31.03.2016
Code

Demat

Phys- ical

Total % of Total Shares Demat Phy- sical Total % of Total Shares % change during the year
(I) (II) (III)

(IV)

(V)

(VI)

(VII)

(VIII)

(IX)

(X) (XI)
(A) Promoters
(1) Indian
(a) Individual /HUF 1360700 0.00 1360700 30.88% 1345698 0.00 1345698 30.55% 0.33%
(b) Central Government 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(c) State Government 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(d) Bodies Corporate 108700 0.00 108700 2.47% 108700 0.00 108700 2.47% 0.00%
(e) Banks/FI 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(f) Any other 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
Sub total (A) (1) 1469400 0.00 1469400 33.35% 1454398 0.00 1454398 33.01% 0.34%
(2) Foreign
(a) Individuals (NRIs) 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(b) Other Individuals 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(c) Bodies Corp. 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(d) Any other 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
Sub total (A) (2) 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
Total A=A(1) +(2) 1469400 0.00 1469400 33.35% 1454398 0.00 1454398 33.01% 0.34%
(B) Public Shareholding
(1) Institutions 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(a) Mutual Funds 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(b) Banks / FI 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(c) Central Govt 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(d) State Govt(s) 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(e) Venture Capital Funds 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(f) Insurance Companies 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(g) FIIs 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(h) Foreign Venture
Capital Funds 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
(i) Others (specify) 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
Sub total (B) (1) 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%

 

Cate- gory Category of Share Holders

No. of Shares Held at the beginning of the year 01.04.2015

No. of Shares held at the ending of the year 31.03.2016

Code

Demat

Phys- ical

Total % of Total Shares Demat Phy- sical Total % of Total Shares % change during the year
(I) (II) (III)

(IV)

(V)

(VI)

(VII)

(VIII)

(IX)

(X)

(XI)

(2) Non-Institutions
(a) Bodies Corp. 10333 28700 39033 0.89% 14531 28700 43231 0.98% (0.09%)
(b) Individuals
i) Individual Share holders holding nominal share capital upto Rs. 1 lakh 270401 1501600 1772001 40.22% 336496 1421400 1757896 39.90% 0.32%
ii) Individual Share holders holding nominal share capital in excess Rs. 1 lakh 1053415 62400 1115815 25.33% 879975 62400 942375 21.39% 3.94%
(c) Others
Non resident Indians 7700 0.00 7700 0.174% 7700 0.00 7700 0.17% (0.174%)
Corporate overseas Bodies 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
Foreign National 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
Clearing Members 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
Trust 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
HUF 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
Others 1651 0.00 1651 0.037% 200000 0.00 200000

4.54%(4.503%)

Sub Total (B) (2) 1343500 1592700 2936200 66.65% 1438702 1512500 2951202 66.99% (0.34%)
Total (B)=B(1) +(2) 1343500 1592700 2936200 66.65% 1438702 1512500 2951202 66.99% (0.34%)
(C) Shares held by Custo- dian for GDR & ADR 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00% 0.00%
GRAND TOTAL
(A+B+C) 2812900 1592700 4405600 100.00% 2893100 1512500 4405600 100.00% 0.00%

(B) SHAREHOLDING OF PROMOTER & PROMOTER GROUP:

Sr. No. Name of Share Holders Shareholding at the beginning of the year Shareholding at the end of the year
No. of Shares % Total Sahres of the Company No. of Shares Pledged/ encumberd to total shares No. of Shares % Total Shares of the Company No. of Shares Pledged/en- cumberd to total shares %change in share holding during the year
1 Narendra Maganlal Purohit

648700

14.72%

0.00%

648700

14.72%

0.00%

0.00%

2 Saumil Narendra Purohit

245910

5.58%

0.00%

245910

5.58%

0.00%

0.00%

3 Hemlata Narendra Purohit 209990 4.77% 0.00% 209990 4.77% 0.00% 0.00%
4 Status Finstocks Pvt. Ltd.

108700

2.47%

0.00%

108700

2.47%

0.00%

0.00%

5 Kumudchandra Ishvarlal
Sheravia

101000

2.29%

0.00%

85998

1.95%

0.00%

0.34%

6 Ami Narendra Purohit

78000

1.77%

0.00%

78000

1.77%

0.00%

0.00%

7 Urvi Narendra Purohit 58400 1.33% 0.00% 58400 1.33% 0.00% 0.00%
8 Deepkiran Saumil Purohit 18700 0.42% 0.00% 18700 0.42% 0.00% 0.00%
Total 1469400 33.35% 0.00% 1469400 33.35% 0.00% 0.00%

(C) CHANGE IN PROMOTERS’ SHAREHOLDING (PLEASE SPECIFY IF THERE IS NO CHANGE):

Sr. No. Particulars Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
1 Narendra Maganlal Purohit
At the beginning of the year 01/04/2015 648700 14.72% 648700 14.72%
Changes during the year - 0.00% - 0.00%
At the end of the year

31/03/2016

648700

14.72%

648700

14.72%

2 Saumil Narendra Purohit
At the beginning of the year 01/04/2015 245910 5.18% 245910 5.18%
Changes during the year - 0.00% - 0.00%
At the end of the year

31/03/2016

245910

5.18%

245910

5.18%

3 Hemlata Narendra Purohit
At the beginning of the year 01/04/2015 209990 4.77% 209990 4.77%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 209990 4.77% 209990 4.77%
4 Status finstocks pvt.ltd.
At the beginning of the year 01/04/2015 108700 2.47% 108700 2.47%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 108700 2.47% 108700 2.47%
5 Kumudchandra Ishvarlal Sheravia
At the beginning of the year 01/04/2015 101000 2.29% 101000 2.29%
Changes during the year 22/06/2015 Sale- off market (2) 0.00% 100998 0.00%
23/06/2015 Sale- off market (15000) (0.34) 85998 1.95%
At the end of the year

31/03/2016

85998

1.95%

85998

1.95%

6 Ami Narendra Purohit
At the beginning of the year 01/04/2015 78000 1.77% 78000 1.77%
Changes during the year - 0.00% - 0.00%
At the end of the year

31/03/2016

78000

1.77%

78000

1.77%

7 Urvi Narendra Purohit
At the beginning of the year 01/04/2015 58400 1.33% 58400 1.33%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 58400 1.33% 58400 1.33%
8 Deepkiran Saumil Purohit
At the beginning of the year 01/04/2015 18700 0.42% 18700 0.42%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 18700 0.42% 18700 0.42%

(D) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS :

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

Sr. No. For each of the Top 10 shareholders Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
1 PRANAV HARESHBHAI PATEL
At the beginning of the year 01/04/2015 488300 11.08% 488300 11.08%
Changes during the year - - 0.00% - 0.00%
At the end of the year 31/03/2016 488300 11.08% 488300 11.08%
2 VICKY R JHAVERI
At the beginning of the year 01/04/2015 200000 4.54% 200000 4.54%
Changes during the year - - 0.00% - 0.00%
At the end of the year

31/03/2016

200000

4.54%

200000

4.54%

3 RASIKLAL LALJIBHAI PATEL
At the beginning of the year 01/04/2015 66000 1.50% 66000 1.50%
Changes during the year - - 0.00% - 0.00%
At the end of the year

31/03/2016

66000

1.50%

66000

1.50%

4 PATEL AVANTIKA RASIKLAL
At the beginning of the year 01/04/2015 66000 1.50% 66000 1.50%
Changes during the year - - 0.00% - 0.00%
At the end of the year 31/03/2016 66000 1.50% 66000 1.50%
5 HITEN NARENDRABHAI SHAH
At the beginning of the year 01/04/2015 33115 0.751% 33115 0.751%
Changes during the year 28/04/2015 Purchase 9 0.000% 33124 0.751%
28/04/2015 -Purchase 10000 0.227% 43124 0.978%
30/04/2015 Sale

(260)

-0.005%

42864

0.973%

06/05/2015

Sale

(161)

-0.004%

42703

0.969%

08/05/2015

Sale

(21)

-0.000%

42682

0.969%

11/05/2015

Sale

(200)

-0.005%

42482

0.964%

12/05/2015

Sale

(5)

-0.000%

42477

0.964%

15/05/2015

Sale

(1)

-0.000%

42476

0.964%

19/05/2015

Sale

(5) -0.000% 42471 0.964%
09/06/2015 Sale (21) -0.000% 42450 0.964%
10/06/2015 Sale (5) -0.000% 42445 0.963%
24/06/2015 Purchase 100 0.002% 42545 0.966%
25/08/2015 Purchase 105 0.002% 42650 0.968%
02/09/2015 Purchase 25 0.000% 42675 0.969%
At the end of the year 31/03/2016 42675 0.969% 42675 0.969%
6 RELIANCE CAPITAL TRUSTEE CO.LIMITED
At the beginning of the year 01/04/2015 20800 0.47% 20800 0.47%
Changes during the year - - 0.00% - 0.00%
At the end of the year

31/03/2016

20800

0.47%

20800

0.47%

7 KUMAR J KAPSI
At the beginning of the year 01/04/2015 32000 0.72% 32000 0.72%
Changes during the year - 0.00% - 0.00%
At the end of the year

31/03/2016

32000

0.72%

32000

0.72%

8 DEVENDRA SINGH BAGGA
At the beginning of the year 01/04/2015 19800 0.45% 0.45%
Changes during the year - 0.00% - 0.00%
At the end of the year

31/03/2016

19800

0.45%

19800

0.45%

9 NIHARIKA SUBHASHCHANDRA
PARIKH
At the beginning of the year 01/04/2015 - 0.00% - 0.00%
Changes during the year 23/06/2015 Off- 15000 0.34% 15000 0.34%
Purchase
Purchase 2000 0.04% 17000 0.39%
At the end of the year 31/03/2016 17000 0.39% 17000 0.39%
10 GEETA DEVI
At the beginning of the year 01/04/2015 10600 0.24% - 0.24%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 10600 0.24% 10600 0.24%

(E) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sr. No. Shareholding of each Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
Directors and each Key Managerial Personnel No. of shares % of total shares No. of shares % of total shares
1 NARENDRA MAGANLAL PUROHIT
At the beginning of the year 01/04/2015 648700 14.72% 648700 14.72%
Changes during the year 0.00% - 0.00%
At the end of the year

31/03/2016

648700

14.72%

648700

14.72%

2 SAUMIL NARENDRA PUROHIT
At the beginning of the year 01/04/2015 245910 5.58% 245910 5.58%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 245910 5.58% 245910 5.58%
3 KUMUDCHANDRA ISHVARLAL SHERAVIA
At the beginning of the year 01/04/2015 101000 2.29% 101000 2.29%
Changes during the year 22/06/2015 Sale- off market (2) 0.00% 100998 0.00%
23/06/2015 Sale- off market (15000) (0.34) 85998 1.95%
At the end of the year 31/03/2016 85998 1.95% 85998 1.95%
4 NISHITKUMAR BHIKHABHAI GOHIL
At the beginning of the year 01/04/2015 - 0.00% - 0.00%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 - 0.00% - 0.00%
5 JAGRUTIBEN HITENBHAI SHAH
At the beginning of the year 01/04/2015 - 0.00% - 0.00%
Changes during the year - 0.00% 0.00%
At the end of the year 31/03/2016 - 0.00% - 0.00%
6 MAHENDRA HARKISHANDAS SANGHANI
At the beginning of the year 01/04/2015 8500 0.19% 8500 0.19%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 8500 0.19% 8500 0.19%
7 SANNY R.PARANTE(Appointed as CFO w.e.f 10/02/2016)
At the beginning of the year 01/04/2015 - 0.00% - 0.00%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 - 0.00% - 0.00%
8 ISHWARBHAI CHUNILAL SONI(Ceased to be CFO w.e.f. 18/12/2015)
At the beginning of the year 01/04/2015 - 0.00% - 0.00%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 - 0.00% - 0.00%
9 NISHITKUMAR CHINUBHAI SANDHANI
At the beginning of the year 01/04/2015 - 0.00% - 0.00%
Changes during the year - 0.00% - 0.00%
At the end of the year 31/03/2016 - 0.00% - 0.00%

V. INDEBTNESS:

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

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 90.59 85.02 - 175.61
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 90.59 85.02 - 175.61
Change in Indebtedness during the financial year
* Addition 220.73 137.68 - 358.41
* Reduction (298.17) (222.20) - (520.37)
Net Change (77.44) (84.52) - (161.96)
Indebtedness at the end of the financial year
i) Principal Amount 13.15 0.00 - 13.15
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 13.15 0.00 - 13.15

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORSAND/OR MANAGER:

Sr. Particulars of Remuneration Name of MD / WTD/Manager Total
No. Shri Narendra M. Purohit Shri Saumil N. Purohit Amount
1. Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act1961 1140000 1080000 2220000
(b) Value of perquisites u/s 17(2) Income Tax Act 1961. - - -
(c ) Profit in lieu of Salary under section 17(3)
Income Tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- As % of Profit
- Others specify - - -
5. Others Please specify - - -
Total (A) 1140000 1080000 2220000

 

Ceiling as per the Act It is within the limite prescribed under section-197 read with schedule-V of the of the Companies Act 2013.

(B) REMUNERATION TO OTHER DIRECTORS:

Particulars of Remuneration Name of Director Total
Sr. No. Independent Directors

Kumudchandra Sheravia

Mahendra Sanghani

Nishit Kumar Gohil Jagrutiben Hitenbhai Shah
1. Fee for attending board committe meetings
Commission
Others please specity
Total (1)
2. Other Non-Executive Directors
Fee for attending board committe meetings None None
Commission
Others please specity
Total (2)
Total (B) = (1+2)
Total Managerial Remuneration
Overall Celling as per the Act

Not Applicable

(C) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Sr. No. Particulars of Remuneration Company Secretary Shri Nishit Sandhani CFO CFO Total
Shri Ishwarbhai Soni (up to 18.12.2015) Shri Sanny Parante w.e.f 10.02.2016
1. Gross Salary
(a) Salary as per provisions contained in
Section 17(1) of the Income Tax Act1961 252000 280000 33000 565000
(b) Value of perquisites u/s 17(2) Income
Tax Act 1961. - - - -
(c ) Profit in lieu of Salary under section
17(3) Income Tax Act 1961 - - - -
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission
- As % of Profit - - - -
- Others specify - - - -
5. Others Please specify - - - -
Total 252000 280000 33000 565000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

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

NIL

Punishment

NIL

Compounding NIL
B. DIRECTORS
Penalty NIL
Punishment NIL
Compounding NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL
Punishment NIL
Compounding NIL

 

Date : 12th August 2016 FOR AND ON BEHALF OF THE BOARD
Place : Ahmedabad FOR PUROHIT CONSTRUCTION LIMITED
Sd/-
Narendra Purohit
Chairman & Managing Director
(DIN: 00755195)

ANNEXURE – E

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

I. Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year ended 31st March 2016;

Sr. No Name of Director & Remuneration Remuneration Ratio
KMP Median
1. Mr. Narendra Purohit 120000 1140000 9.5:1
2. Mr. Saumil Purohit 120000 1080000 9:1

II. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Sr. No. Director /Key Managerial Personnel % Increase
1. Mr. Narendra Purohit 5.55%
2. Mr. Saumil Purohit 4.35%
3. Late Mr. Ishwarbhai Soni – CFO *
4. Mr. Nishit Sandhani – Company Secretary 10.53%
5. Mr. Sanny Parante – CFO **

* Percentage not given as Late Mr. Ishwarbhai Soni was ceased as CFO on December 182015. ** Percentage not given as Mr. Sanny Parante was appointed as CFO on February 102016.

III. The percentage decreased in the median remuneration of employees in the financialyear: NIL IV. The number of permanent employees on the rolls of company; 12

V. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

There was no average increase in salaries of employees other than managerial personnelin 2015-16.

VI. The key parameters for any variable component of remuneration availed by thedirectors;

The Directors have not availed any variable remuneration components.

VII. Affirmation that the remuneration is as per the remuneration policy of thecompany:

We hereby affirm that the remuneration given to all the employees Directors and KMP isas per the Remuneration policy of the Company.

DisclosureunderRule5(2)and5(3)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

Name of top ten employees in terms of remuneration drawn:

Name And Age Designation & Nature of employment

Remun- eration

Qualifi- cations

Experi ence (in yrs) Date of commencement of employment and nature of employment/ duties Last Employ- ment and Position held Equity Shares held with spouse and Children with (%)
(Rs. in Lacs)
*Mr. Narendra Purohit – Managing Director 11.4 B.com 30 02/07/1991- Overall NIL 1241000-
61 Years – Pay Roll Management Admin & Finance 28.17%
**Mr. Saumil Purohit – Joint Managing 10.8 B.com 10 01/04/2010- Overall all NIL 264610-
33 Years Director- Pay Roll Management and 6%
Marketing
Mr. Nishit Sandhani – Company Secretary 2.52 ACS 2 01/07/2014- Act as an NIL NIL
26 Years – Pay Roll M.com Compliance officer of the Company
Mr. Sanny Parante – Chief Financial 1.98 B.com 13 12/12/2014- As an Fino Paytech NIL
31 Years Officer- Pay Roll Accountant. As CFO Limited-
10/02/2016 Finance Auditor
Mr. Mrunal Mehta – 24 years Marketing Executive - On retainership 1.44 B.com 2 04/05/2014- Marketing and solved clients issue NIL 10
Mr. Baldev Desai – Admin Staff – Pay 1.38 12th 22 05/04/1995- All admin NIL NIL
38 Years Roll Passed Work
Mr. Mahesh Darji – Receptionist – 1.20 B.A.

1.5

02/06/2014- Admin

NIL

NIL

45 Years retainership Work
Mr. Karan Shah – Admin Staff – 1.20 B.com 2 01/04/2014- Admin NIL 20
25 Years retainership Work
Mr. Bharat Desai – Peon – On Pay Roll 1.07 10th 5 01/04/2004 NIL NIL
35 Years Passed
Mr. Jigar Desai – Driver – On Pa y 0.96 12th 5 10/02/2012- Drive NIL NIL
28 Years Roll Passed

• *Mr.SaumilPurohit Joint Managing Director of Company is son ofMr.NarendraPurohitwhois promoter cum Managing Director of Company.

• ** Mr. Narendra Purohit Managing Director of Company is father of Mr.Saumil Purohit Joint Managing Director of Company.

There are no employees in the Company who is in receipt of remuneration exceeding thelimits prescribed under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Date : 12th August 2016 FOR AND ON BEHALF OF THE BOARD
Place : Ahmedabad FOR PUROHIT CONSTRUCTION LIMITED
Sd/-
Narendra Purohit
Chairman & Managing Director
(DIN: 00755195)