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Shri Krishna Devcon Ltd.

BSE: 531080 Sector: Infrastructure
NSE: N.A. ISIN Code: INE997I01012
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VOLUME 50
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P/E 14.49
Mkt Cap.(Rs cr) 55
Buy Price 0.00
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Sell Price 19.70
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OPEN 19.70
CLOSE 18.81
VOLUME 50
52-Week high 19.70
52-Week low 11.74
P/E 14.49
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 19.70
Sell Qty 51.00

Shri Krishna Devcon Ltd. (SHRIKRISHNA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty First Annual Report of theCompany on the business and operations of the Company together with the Audited Statementof Accounts for the year ended 31st March 2015.

Financial results:

The summarized financial results of the Company for the year ended 31st March 2015 areas follows:

(Rs In Lacs)

Particulars For the Year ended 31.03.2015 For the Year ended 31.03.2014
Total Revenue 898.41 3050.41
Total Expenses 758.47 2888.40
Profit before exceptional items & tax 139.94 162.00
Exceptional items 0.00 0.00
Profit before Tax 139.94 162.00
Profit after Tax 91.98 108.06

Operational Performance:

During the year under review the Company recorded total revenue of Rs 898.41/- Lac ascompared to

Rs 3050.41/- Lac recorded during the previous year. The Company recorded a net profitof Rs 91.98/- Lac as compared to net profit of Rs 108.06/- Lac during the previous year.The Basic Earnings per Share for the year ended 31 March 2015 is Rs 0.33/- as against Rs0.39/- for the corresponding previous year ended March 31 2014.

Dividend:

To strengthen the long-term prospects and ensuring sustainable growth in assets andrevenue it is important for your Company to evaluate various opportunities in thedifferent business verticals in which your Company operates. Your Company currently hasseveral projects under implementation and continues to explore newer opportunities. YourBoard of Directors considers this be in the strategic interest of the Company and believethat this will greatly enhance the long-term shareholders’ value. In order to fundthese projects in its development expansion and implementation stages conservation offunds is of vital importance. Therefore your Directors have not recommended any dividendfor the financial year 2014 - 15.

Transfer to Reserves:

During the year under review no amount was transferred to General Reserve.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement a structured questionnaire was prepared after taking into consideration of thevarious aspects of the Board’s functioning composition of the Board and itsCommittees culture execution and performance of specific duties obligations andgovernance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

Audit Committee:

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules 2013 is applicable to the Company.

The Company had 4 Audit Committee Meetings during the Financial Year under review.

Stakeholders Relationship Committee:

The provision of section 178 of the Companies Act 2013 is applicable to the Company

The Company had 4 Meetings during the Financial Year under review.

Company’s Policy Relating to Directors Appointment Payment of Remuneration andDischarge of their Duties:

The Company’s Policy relating to appointment of Directors payment of Managerialremuneration Directors’ qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 have formed by Nomination & Remuneration Committee.

Change in Registered Office:

During the financial year your Company has changed its registered office within thelocal limit of Mumbai from Umerji House 202 2nd floor Teli Gully Andheri (E) Mumbai(MH)-400069 to ‘SRI KRISHNA’ Unit No. 805 & 806 8th Floor New Link RoadAndheri (W) Mumbai (MH)-400053 with effect from 1st May 2014.

Segment Performance:

At present Company is engaged in the business of real estate development and there isno separate reportable segment.

Listing:

As on date all the 28000000 Equity Shares of the Company are listed on the BombayStock Exchange Limited (BSE). The Listing fees have been paid to the Bombay Stock ExchangeLimited (BSE) for the year 2015-16.

Depository:

Equity shares of the Company are traded in D’mate form as well as in physicalform. For dematerialization of shares the Company has connectivity with the NationalSecurities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Fixed Deposits:

Your Company has not accepted any deposits from public during the year under review andas such no amount of principle or interest was outstanding as on the balance sheet date.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the stock exchange is presented in aseparate section forming part of this annual report.

Report on Corporate Governance:

The Company has put in place the compliances pertaining to Corporate Governance. Areport on Corporate Governance as stipulated under Clause 49 of the Listing Agreement withthe stock exchange form part of the Annual Report.

Your Company has complied with the requirements of the Listing Agreement and necessarydisclosures have been made in this regard in the Corporate Governance Report.

Certificate from the Auditors of the Company M/s Khandelwal & KhandelwalAssociates confirming compliance of conditions of Corporate Governance as stipulated underthe aforesaid Clause 49 is annexed to this Report.

Cash Flow Statement:

In conformity with the provisions of the Companies Act 2013 and Clause 32 of theListing Agreement with the Stock Exchanges the cash flow statement for the year ended31st March 2015 is annexed hereto.

Directors and Key Managerial Person:

Retire by Rotation:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation Mr. Naveen Kumar Jain (DIN 00117876) Non-Executive Director retiring byrotation at this Annual General Meeting and being eligible offers himself forre-appointment.

Woman Director:

Ms. Prakshali Jain (DIN 06977691) has been appointed as additional Director under theprovisions of Listing Agreement and she also meets the criterion of woman Director asprovided under Section 149(1) of the Companies Act 2013. It is proposed to appoint her inthe ensuing Annual General Meeting as Non Executive Directors in terms of provisions ofsection 149 152 and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 and also Clause 49 ofthe Listing Agreement. Resolution to this effect is incorporated in the Notice of theensuing Annual General Meeting.

Independent Director:

Mr. Shailesh Kumar Jain (DIN 02390457) has been appointed as Additional Director underthe provisions of Listing Agreement and he also meets the criterion of independence asprovided under Section 149(6) of the Companies Act 2013. It is proposed to appoint him inthe ensuing Annual General Meeting as Independent Directors in terms of provisions ofsection 149150 152 read with Schedule IV and all other applicable provisions of theCompanies Act 2013 and the Companies (Appointment and Qualification of Directors) Rules2014 and also Clause 49 of the Listing Agreement for a term of five consecutive years asstated in Section 149(10) of the Companies Act 2013 and resolutions to this effect isincorporated in the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 160 of the Companies Act 2013 the Company hasreceived a Notice in writing signifying his intention to propose the candidatures of thesaid two Directors Ms. Prakshali Jain and Mr. Shailesh Kumar Jain for the offices of thedirectors of the Company. In terms of

Section 149 (13) of the Companies Act 2013 the provisions of Section 152(6) and (7)of the said Act in respect of retirement of Director by rotation shall not be applicableto appointment of Independent Directors.

In compliance with the provision of the Companies Act 2013 and Clause 49 of theListing Agreement brief resume expertise and other details of Directors proposed to beappointed/re-appointed are attached along with the Notice to the ensuing Annual GeneralMeeting.

Declarations by Independent Director

Pursuant to the provision of section 149(7) of the Companies Act 2013 the Company hasreceived individual declarations from all the Independent Directors confirming that theyfulfill the criteria of independence as specified in section 149(6) of the Companies Act2013.

Key Managerial Person:

Ms. Priyanka Saraf has been resigned from the post of Company Secretary w.e.f.25.01.2015 and Mr. Mayank Lashkari has appointed as Company Secretary of the Companyw.e.f. 14.02.2015.

Statutory Auditors:

M/s. Khandelwal & Khandelwal Associates Chartered Accountants (Firm Regn No:008389C) has appointed as a Statutory Auditors of the Company in the 20th AGM until 23rdAGM to be held in the year 2017 subject to ratification of their appointment at thesubsequent AGMs.

The said Auditors have furnished the Certificate of their eligibility forre-appointment. Pursuant to the provision of section 139 of the Companies Act 2013 andrules framed thereunder it is proposed to ratify appointment of M/s. Khandelwal &Khandelwal Associates Statutory Auditor of the Company from the conclusion of theforthcoming AGM till the subsequent AGM.

Auditors’ Reports

The Auditors’ Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.

Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under M/s B. K. Pradhan &Associates Company

Secretaries Mumbai have been appointed as Secretarial auditors of the Company. Thereport of the Secretarial auditors is enclosed as Annexure ‘A’ to this report.The report is self-explanatory and do not call for any further comments.

Internal Audit & Controls:

Pursuant to Section 138 of the Companies Act 2013 and Rules made thereunder the Boardof Directors of Company has appointed M/s M A K & Associates Chartered AccountsIndore as its Internal Auditor. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.

Cost Compliance Report:

In order to comply with the notifications and circulars issued by Ministry of CorporateAffairs (MCA) the Company has filled the Cost Compliance Report for the year 2013-14.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

As the Company is not a manufacturing Company the Board of Directors has nothing toreport on conservation of Energy and Technology absorption Information required undersection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014.

During the year under review the Company did not have earning and outgo of any foreigncurrency.

Corporate Social Responsibility (CSR):

The provisions of section 135 and Schedule VII of the Companies Act 2013 in respect toCSR is not applicable on your Company.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.shrikrishnadevconlimited.com/under Investors Relation/Code of Conduct/VigilMechanism Policy link.

Related Party Transactions:

Related party transactions that were entered during the financial year were on anarm’s length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Company’s PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as Annexure ‘B’.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 theRules thereunder and the Listing Agreement. This Policy was considered and approved by theBoard has been uploaded on the website of the Company athttp://www.shrikrishnadevconlimited.com/ under Investors Relation/Code of Conduct/RelatedParty Policy link.

Risk management policy:

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided in Management Discussion and Analysis.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure ‘C’ .

Disclosure of Orders Passed by Regulators or Courts or Tribunal:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company’soperations in future.

Subsidiaries Joint Ventures and Associate Companies:

The Company does not have any Subsidiary Joint venture or Associate Company

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate andwere operating effectively. f) they have devised proper systems to ensure compliance withthe provisions of all applicable laws and these are adequate and are operatingeffectively.

Particulars of Loans Guarantees or Investments:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Number of Board Meetings held:

The Board of Directors duly met 6 times during the financial year from 1st April 2014to 31st March 2015.

The dates on which the meetings were held are as follows : 12th April 2014 30th May2014 14th July 2014 14th August 2014 14th November 2014 and 14th February 2015.

Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

Sr. No. Name Designation Remuneration Remuneration Increase in remuneration from previous year Ratio/Times per Median of employee remuneration
Paid F.Y. Paid F.Y.
2014-15 2013-14
(Rs In Lac) (Rs In Lac) (Rs In Lac)
01. Mr. Sunil Kumar Jain Managing Director 36.00 27.00 9.00 -
02. Mr. Vikas Kumar Jain Chief Financial Officer 03.84 03.84 - -
03. Mr. Mayank Kumar Lashkari Company Secretary 00.45 - - -
04. Ms. Priyanka Saraf Company Secretary 01.02 - - -
05. Ms. Surbhi Goyal Company Secretary 00.69 03.62 - -

Acknowledgment:

The Directors wish to place on record their sincere appreciation and acknowledge withgratitude the support and co-operation extended by the Bankers Shareholders customerssuppliers contractors and other associates for their continued support to the Company.The Directors also place on record their sincere appreciation to the employees at alllevels for their continuing support and efforts in ensuring the heights of success. Welook forward to their continued support in the future.

For and on Behalf of the Board of Directors

Sunil Kumar Jain Mukesh Kumar Jain
Managing Director Director
DIN 00101324 DIN 00392364
Place: Indore
Date : 14.08.2015

ANNEXURE ‘A’

Form No. MR-3

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

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

To

The Members

SHRI KRISHNA DEVCON LIMITED

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Shri Krishna Devcon Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my 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 I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by "the Company" for the financial year ended on 31st March2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder for specifiedsections notified and came into effect from 12th September 2013 and sections and rulesnotified and came into effect from 1st April 2014;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder; iii. The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;

iv. 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 (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

2. Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act 1992 (‘SEBI Act’) were notapplicable to the Company under the financial year under report:-

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

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

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

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

v. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; 3. We have relied on the representation made by the Company and its officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company.

I 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 Limited.

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

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance 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 arecaptured and recorded as part of the minutes.

I 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.

For B. K. Pradhan & Associates

Company Secretaries

Balkrishan Pradhan

Proprietor

Membership No.: 20739

C. P. No.: 10179

Date: 30/05/2015

Place: Mumbai

ANNEXURE I

List of documents verified

1. Memorandum & Articles of Association of the Company.

2. Annual Report for the financial year ended 31st March 2014.

3. Minutes of the meetings of the Board of Directors Audit Committee Nomination AndRemuneration Committee Stakeholder Relationship Committee Finance Committee andIndependent Directors along with Attendance Register held during the financial year underreport.

4. Notices and Minutes of General Body Meetings held during the financial year underreport.

5. Statutory Registers viz.

- Register of Directors and KMPs and their Shareholding.

- Register of loans guarantees and security and acquisitions made by the Company (FormNo. MBP-2)

- Register of Charge (Form No. CHG-7)

- Register of Members (Form No. MGT- 1)

- Register of Transfer

- Register of Duplicate shares Issued

6. Notice and agenda papers submitted to all the directors / members for the BoardMeetings and Committee Meetings.

7. Disclosure of Interest received from the Directors of the Company pursuant to theprovisions of Section 184 of the Companies Act 2013.

8. Declaration received from the Director of the Company pursuant to the provision ofSection 164 of the Companies Act 2013 for disqualification of Directors.

9. Code of conduct disclosure from director of the Company.

10. Declaration given by Independent Directors as per section 149(7) of the CompaniesAct 2013 about their status as an Independent Director. 11. E-Forms filed by the Companyfrom time to time under applicable provisions of the Companies Act 1956 and CompaniesAct 2013 and attachments thereof during the financial year under report.

12. Intimations / documents / reports / returns filed with the Stock Exchanges pursuantto the provisions of Listing Agreement/SEBI Regulations during the financial year underreport.

13. Intimations received from directors under the SEBI (Prohibition of Insider Trading)Regulations 1992.

14. The following Policies related to:-

- Code of conduct for directors and senior management personnel.

- Whistle blower policy and vigil mechanism.

- Terms and conditions related to appointment of Independent Directors.

- Code of conduct for prevention of insider trading.

- Policy on Related Party Transactions.

ANNEXURE ‘B’

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship NIL
b) Nature of contracts/arrangements/transaction’s NIL
c) Duration of the contracts/arrangements/transaction’s NIL
d) Salient terms of the contracts or arrangements or transactions including the value if any NIL
e) Justification for entering into such contracts or arrangements or transactions’ NIL
f) Date of approval by the Board NIL
g) Amount paid as advances if any NIL
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL
2. Details of contracts or arrangements or transactions at Arm's length basis.
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship NIL
b) Nature of contracts/arrangements/transaction NIL
c) Duration of the contracts/arrangements/transaction NIL
d) Salient terms of the contracts or arrangements or transaction including the value if any NIL
e) Date of approval by the Board NIL
f) Amount paid as advances if any NIL

Related Party Transactions as per Accounting Standard AS-18

Description of Transactions Name of the Related Parties Amount Rs
Remuneration Sunil Kumar Jain 3600000
Mayank Lashkari 45000
Priyanka Saraf 101613
Surbhi Goyal 68787
Vikas Jain 384000

ANNEXURE ‘C’

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Company

(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L67190MH1993PLC075295
2. Registration Date 24/11/1993
3. Name of the Company Shri Krishna Devcon Limited
4. Category/Sub-category of the Company Company Limited by Share/Indian Non Government Company
5. Address of the Registered office & contact details SRI Krishna" 805/806 Opp. Laxmi Industrial Estate New Link Road
Andheri (West) Mumbai 400053 (M.H.)
6. Whether listed Company Yes
7. Name Address & contact details of the Registrar & Transfer Agent if any. Sharex Dynamic (India) Private Limited
Unit No. 1 Luthra Ind. Premises M. Vasanji Marg
Andheri Kurla Road Safed Pool Andheri (East) Mumbai - 400072
Tel.: 022-2851 5606 / 2851 5644
E-mail: sharexindia@vsnl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the Company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product / Service % to total turnover of the Company
1 Real Estate Development and Construction of Properties 4100 100%

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES :

SI. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held

Applicable Section

NIL

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

A) 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 15365070 0 15365070 54.875 15365070 0 15365070 54.875 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 0 0 0 0 0 0 0 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) 15365070 0 15365070 54.875 15365070 0 15365070 54.875 0
B. Public Shareholding
1. Institutions 0 0 0 0 0 0 0 0 0
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 0 0 0 0 0 0 0 0 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital
Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):-

0

0

0

0

0

0

0

0

0

2. Non-Institutions
a) Bodies Corp.
i) Indian 11417702 59400 11477102 40.99 11420702 59400 11480102 41.00 0.01
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs 1 lakh 323297 518250 841547 3.006 334397 502150 836547 2.988 (0.018)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 284281 315781 1.128 286281 31500 317781 1.135 0.007
c) Others (specify) 0 0 0 0 0 0 0 0 0
Non Resident Indians 100 400 500 0.002 100 400 500 0.002 0
Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0
Foreign Nationals 0 0 0 0 0 0 0 0 0
Clearing Members 0 0 0 0 0 0 0 0 0
Trusts 0 0 0 0 0 0 0 0 0
Foreign Bodies - D R 0 0 0 0 0 0 0 0 0
Sub-total (B)(2):- 12025380 609550 12634930 45.125 12041480 593450 12634930 45.125 0
Total Public Shareholding (B)=(B)(1)+ (B)(2) 12025380 609550 12634930 45.125 12041480 593450 12634930 45.125 0
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 27390450 609550 28000000 100 27406550 593450 28000000 100 0

(B) SHAREHOLDING OF PROMOTER :

S. Shareholder's Shareholding at the beginning of the year Shareholding at the end of the year
No. Name No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 ANJANA JAIN 1920600 6.859 0 1920600 6.859 0 0
2 SUNIL JAIN 1920600 6.859 0 1920600 6.859 0 0
3 MANORAMA JAIN 1920600 6.859 0 1920600 6.859 0 0
4 MUKESH JAIN 1920600 6.859 0 1920600 6.859 0 0
5 SNAGEETA JAIN 1920600 6.859 0 1920600 6.859 0 0
6 NAVIN JAIN 1920600 6.859 0 1920600 6.859 0 0
7 SURBHI JAIN 1920600 6.859 0 1920600 6.859 0 0
8 KESHRIMAL JAIN 1920870 6.860 0 1920870 6.860 0 0
TOTAL 15365070 54.875 0 15365070 54.875 0 0

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

1 At the beginning of the year No changes in Promoters shareholding during the year
2 Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease No changes in Promoters shareholding during the year
(e.g. allotment/transfer/bonus/sweat equity etc.)
3 At the end of the year No changes in Promoters shareholding during the year

D) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS :

Sr No. Top 10 Shareholders Shareholding at the beginning of the year Shareholding at the end of the year Net changes during the year
No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Sayoni Infracon Pvt. Ltd

3500000

12.50

3500000

12.50

Nil

Nil

2 Craftwell Electronics Pvt. Ltd. 3300000 11.786 3300000 11.786 Nil Nil
3 Vishwanath Hospital And Research Centre Pvt. Ltd.

2200000

7.857

2200000

7.857

Nil

Nil

4 Mac Life Sciences Private Ltd

2200000

7.857

2200000

7.857

Nil

Nil

5 STI Finance Limited 57100 .204 57100 .204 Nil Nil
6 Altona Investments Pvt Ltd 55000 .196 55000 .196 Nil Nil
7 J & S Investments Pvt.Ltd

51400

.184

51400

.184

Nil

Nil

8 Narendra Jain

50685

.181

50685

.181

Nil

Nil

9 Anil Jain

45467

.162

45467

.162

Nil

Nil
10 Sandeep Jain 40800 .146 40800 .146 Nil Nil

(E) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

SI No. Shareholding of each Directors and each

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Key Managerial Personnel No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
Sunil Kumar Jain
At the beginning of the year 1920600 6.859 1920600 6.859
At the end of the year 1920600 6.859 1920600 6.859
Mukesh Kumar Jain
At the beginning of the year 1920600 6.859 1920600 6.859
At the end of the year 1920600 6.859 1920600 6.859
Naveen Kumar Jain
At the beginning of the year 1920600 6.859 1920600 6.859
At the end of the year 1920600 6.859 1920600 6.859
Vikas Kumar Jain
At the beginning of the year 4310 0.015 4310 0.015
At the end of the year 4310 0.015 4310 0.015

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1796985 235545483 - 237342468
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1796985 235545483 237342468
Change in Indebtedness during the financial year
* Addition 24344506 68244644 - 92589150
* Reduction 1697452 - - 1697452
Net Change
Indebtedness at the end of the financial year
i) Principal Amount 24444039 303790127 - 328234166
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 24444039 303790127 - 328234166

(VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Remuneration to Managing Director Whole-time Directors and/or Manager:

SI. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Mr. Sunil Kumar Jain - - -
1 Gross salary (P.A.) 3600000 - - - 3600000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - - - -
(b) Value of perquisites u/s 17(2)
Income-tax Act 1961 - - - - -
(c) Profits in lieu of salary under section
17(3) Income- tax Act 1961 - - - - -
2 Stock Option - - - - -
3 Sweat Equity - - - - -
4 Commission
- as % of profit
- others specify… - - - - -
5 Others please specify - - - - -
Total (A) 3600000 - - - 3600000

B. Remuneration to other Directors : Nil

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SI. No. Particulars of Remuneration Name of CS and CFO
Ms. Surbhi Goyal Ms. Priyanka Saraf Mr. Mayank Lashkari Mr. Vikas Kumar Jain Total Amount
1 Gross salary 68787 101613 45000 384000 600000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - - - -
(b) Value of perquisites u/s 17(2)
Income-tax Act 1961 - - - - -
(c) Profits in lieu of salary under section 17(3)
Income-tax Act 1961 - - - - -
2 Stock Option - - - - -
3 Sweat Equity - - - - -
4 Commission - - - - -
- as % of profit - - - - -
others specify… - - - - -
5 Others please specify - - - - -
Total 68787 101613 45000 384000 600000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

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