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नीलाचल रिफ्रैक्ट्ररीज निदेशकों की रिपोर्ट, नीलाचल रिफ्रैक्ट्ररीज निर्देशकों द्वारा रिपोर्ट

नीलाचल रिफ्रैक्ट्ररीज

बीएसई: 502294  |  NSE: N.A  |  ISIN: INE416N01013  |  Cement - Products & Building Materials

खोजें नीलाचल रिफ्रैक्ट्ररीज कनेक्शन Mar 15
निदेशकों की रिपोर्ट वर्षांत : Mar '18

DIRECTOR REPORT

Dear Members

Your Directors are pleased to present the Forty first (41st) Annual Report together with the Audited accounts of your Company for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

(Rupees in crores)

Particulars

Year ended 31st March 2018

Year ended 31st March 2017

Turnover

3.31

3.88

Profit/ (Loss) before depreciation and taxation

(0.50)

(1.15)

Less: Depreciation

(0.71)

(0.72)

Profit/ (Loss) before Taxation

(1.21)

(1.87)

Less: Tax Expense (Deferred Tax)

0.44

(2.49)

Profit/ (Loss) after tax

(1.65)

0.62

Add: Balance B/F from the previous year

(22.66)

(22.63)

Less: Adjustment for Prior Period Depreciation

0

(0.65)

Balance Profit/ (Loss) C/F to the next year

(24.31)

(22.66)

FINANCIAL REVIEW

The impact of labour problem during F.Y. 2013-14 and 2014-15 has haunted your company''s op eration during the year under review. Your Company is poised to do well and prospects and o utlook of your Company for the future therefore appear to be encouraging.

The Directors are quite hopeful that the operations of your Company will improve henceforth compared to past un-foreseen difficult period.

During the year, there has been no change in the nature of business of the Company.

DIVIDEND:

In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March, 2018.

TRANSFER TO RESERVES

No amount was transferred to Reserves during the F.Y. 2017-18.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

The Company has no holding, subsidiary or associate Company therefore disclosures in this regard have not been provided in this Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

The Company adopted the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 during the year for preparation and presentation of these Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinary course of business and were on arm''s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

The policy on related party transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company i.e. www.nilachal.in. Since all related party transactions entered into by the Company were in the ordinary course of business and were on arm''s length basis, therefore the requirement of furnishing the details in Form AOC-2 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review the Company has not provided any loan, given any guarantee or made any investment governed under Section 186 of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, regulators, tribunals impacting the going concern status of the Company''s operation in future.

RISK MANAGEMENT

The Company has laid down a comprehensive Risk Assessment and Minimization procedure which is reviewed by the Board from time to time.

The Company has also set up a Risk Management Committee (Composition of the Committee is hosted on its website i.e. www.nilachal.in ) for monitoring and reviewing the risk management plan as framed by the Board with an aim to mitigate risks.

DIRECTORS

During the year under Review Mr. Tej Bahadur Singh (Non-Executive; Independent Director) ceased to be a Director of the Company w.e.f. 28.11.2017, owing to his personal resaons. The Board of directors had on the recommendation of the Nomination and Remuneration Committee appointed Mr. Pradip Kumar Mohaptra as the additional director (Non-exceutive, Independent) w.e.f. 14.02.2018 pursuant to the provisions of Companies Act, 2013 and SEBI Regulations. In terms of section 161(1) of the Act, Mr. Pradip Kumar Mohapatra shall hold office upto ensuing Annual General Meeting of the Company. The Company has received a requisite notice in writing from a member proposing his appointment for the office of director in the ensuing AGM.

In accordance with the provisions of the Companies Act, 2013, and Article 115 of the Article of Association of the Company, Mr. Niraj Jalan, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

The independent directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Mr. Sarvanan Asokan, Chief Executive Officer & Wholetime Director and Mr. Krishna Sharma, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Mr. Avik Chakraborty resigned from the post of Company Secretary of the Organisation w.e.f. 17/07/2017 and Mr. Tapas Tirtha, an Associate Member of the ICSI (Membership No: A51479) was appointed as the Company Secretary with effect from the same date. On the 1st day of November, 2017, Mr. Tapas Tirtha resigned from the post of Company Secretary of the Company owing to serious illness of his mother and Mr. Krishna Sharma, an Associate Member of the ICSI (Membership No: A50762) was appointed in his place with effect from the same date.

MEETINGS OF BAORD OF DIRECTORS

During the financial year under review, the board met seven times i.e. 30/05/17; 17/07/17; 14/09/17; 01/11/17; 14/11/17; 28/11/17; 14/02/18. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The details with respect to Committee Meetings and attendance thereat have been provided in the Corporate Governance Report forming part of the Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT -9, for the Financial Year 2017-18 has been enclosed with this report. INDUSTRIAL RELATIONS

Industrial relations at Dhenkanal Plant of the Company remained harmonious and cordial during the year under review. The Directors wish to convey their sincere appreciation for the cooperation and support provided by the employees of the Company.

DIRECTORS'' RESPOSIBILITY STATEMENT

In terms of the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirm

a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018, and of the profit /loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

PARTICULARS OF EMPLOYEES

The Whole Time Director of the Company is only in the receipt of remuneration from the Company as approved by Nomination and remuneration committee. Further the same was approved by Shareholders in the Annual General Meeting held on 30-06-2015. Your Company comes under the provisions of the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thereby the Wholetime Director of the Company is paid Rs. 90,467/- and the Company Secretary is paid Rs 2,04,024/-.

FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

The Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates the performance evaluation of the Directors including Chairman, Board and its committees considering the said provisions the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination Committee and approved by the Board.

The Criteria for performance evaluation are as under:-for CEO, WTD and Non-executive Directors:-

Attendance at meeting; Participation and Contribution; Responsibility towards stakeholders; Contribution in Strategic Planning; Compliance and Governance; Participation, Updation of Knowledge; Leadership; Relationships and Communications; resources; Conduct of Meetings.

Performance Evaluation of Board:-

Composition and Diversity of Board; Committees of the Board; Board & Committee Meetings; Understanding of the Business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in Company''s Operation; deliberation/decisions on the Company''s Strategies; Monitoring and implementation of the strategies and the executive management performance and quality of decision making and Board''s Communication with all stakeholders.

Performance Evaluation of the Board Level Committees:-

The Performance and effectiveness of the Committee, Frequency and duration, spread of talent and diversity in the Committee; Understanding of regulatory environment and development; interaction with the board.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No case of fraud has been reported to the Audit Committee or Board during the year.

AUDIT AND AUDITOR''S REPORT

In the last AGM held on 21.09.2017 M/s. T. More & Co., Chartered Accountants (Firm Registration No. 327844E) was appointed as the Statutory Auditor of the Company for the F.Y. 2017-18 and his term of office expires at the ensuing AGM. The Board proposes the reappointment of M/s. T. More & Company as statutory auditors of the company based on the recommendation of the Audit Committee to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. The appointing auditors have given their consent for appointment. The Company has received a certificate under Rule 4(1) of the Companies (Audit & Auditors) Rule, 2014 from the Auditors that their reappointment, if made, will be in accordance with the limits as specified in section 141(3) (g) of the Companies Act, 2013.

Secretarial Audit Report

The Company has appointed Mr. Biswanath Khandelwal, Company Secretary in Practice and his report is annexed herewith.

BOARD''S COMMENTS ON AUDITOR''S REPORT

The Auditor''s observations and remarks are self-explanatory and hence does not require any clarifications.

COMPOSITION OF AUDIT COMMITTEE

The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for FY''17-18 forming a part of this Annual Report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC

Information pursuant to section 134(3) (m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology Absorption and Foreign Exchange Earning and Outgo is given in Annexure - I, forming part of this Report.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. During the year under review there were no cases of sexual harassment reported to the Company.

VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company (http://nilachal.in/investor_relation.html). During the year under review, the Company has not received any complaint(s) under this policy.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. A Report on Corporate Governance & Shareholders Information together with an Auditors'' Certificate regarding Compliance of the same are annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report is presented in a separate section, forms a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company''s assets from loss or damage , to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

The Board has appointed a Chartered Accountant firm who are conducting the Internal Audit of the Company. The report thereof is placed before the Audit Committee.

INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

DEPOSITS

Your company has not accepted any public deposit during the year under review.

CAPITAL STRUCTURE

During the year under review, your Company has neither increased its authorized capital nor issued any shares.

LISTING

The equity shares of your Company continued to be listed on Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange Limited (CSE).

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of the people in the neighborhood of all its plants. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account in guidelines and statements issued by stakeholders and other regulatory bodies. Corporate Social Responsibility and Sustainable development will continue to be the leading priorities at the Company which it shall consistently strive to touch lives and make a difference.

APPRECIATION

Your Directors record their sincere appreciation for the assistance, support and guidance provided by Company''s Customers, Suppliers, Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company''s growth. The Directors look forward for their continuing support in future.

For and on behalf of the Board

Bhagwati Prasad Jalan

Chairman

Place: Kolkata

Date:14/08/2018

Chairman

ANNEXURES TO DIRECTORS '' REPORT

ANNEXURE-I

Information under section 134 3(m) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2018

A. CONSERVATION OF ENERGY :-

(a) Energy conservation measures taken:

The Company is committed to conserve energy and making best use of its resources. A considerable amount of time and effort will be earmarked for conserving power across all our plants.

(i) Idle running of Machines has been controlled (ii) Operating efficiency of Shaft Kiln has been improved. (iii) Successful simultaneous operation of two Gas producers to fire increased green production and bring down the specific consumption of coal.

(b) Additional investments and proposals, if any, being implemented for the reduction of consumption of energy:

No additional investment is proposed but all efforts are on to conserve energy by improving operation.

Constant reviews of operations and process is being done to identify energy saving areas.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods.

With the implementation of the above measures, there will be considerable reduction in energy consumption.

(d) Total energy consumption and energy consumption Impact of the measures at (a) and (b) above for reduction of energy consumption and energy consumption per unit of production as per Form A of the Annexure is annexed.

B. TECHNOLOGY ABSORPTION :

The details of the efforts made towards absorption of technology are given separately in the Report in Form B

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earning: Rs. NIL Foreign Exchange Out Go: Rs. NIL

Form-A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption:

Paticulars

2017-18

2016-17

2015-16

1 ) Electricity

(a) Purchased Units( Kwh)

208092

212664

198144

Total Amount (Rs)

1872278

1899274

1838445

Rate per unit (in Rs./Kwh)

9.00

8.93

9.28

(b) Own Generation

Through Diesel Generator

-

-

Unit (Kwh)

-

-

Unit per Ltr. of Diesel oil Cost/Unit (Rs.)

Through Steam Turbine Generator

-

-

-

2) Steam Coal Grade ''B'' and E used in Gas Producer

Quantity (Tonnes)

-

Total Cost (RS)

-

-

Average Rate (Rs/ MT)

-

3) Furnace Oil & L.D.Oil

Quantity (KL)

Total Amount (Rs.)

Average Rate

-

-

N.A.

N.A.

N.A.

LSHS Other Internal Generation

6. Consumption per unit of production

Particulars

2017-18

2016-17

2015-16

1) Refractories Produced (MT)

2) Electricity (KWH/Ton)

3) Furnace oil & L.D Oil (Litres/Ton)

4) LSHS (Kg/Ton)

5) Steam Coal (Gross) Grade B & E(KG/Ton)

6) Net Coal after dust (Kg/Ton)

Form B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

Research and Development (R&D)

1. Specific areas in which R&D was carried out by the Company:

No R&D was carried out within the meaning of applicable standard.

2. Benefits derived as a results of the above R&D

Not Applicable

3. Future plan of action:

Your Company recognizes the need for cleaner and greener environment by taking various conservation measures, reduction of emission of harmful substances in the environment, reduction in wastages and various other useful measures. It further plans to improve its productivity and quality.

4. Expenditure on R & D Nil

5. Technology absorption, adaption and innovation N.A.

For and on behalf of the Board

Place: Kolkata

Bhagwati Prasad Jalan

Date: 14/08/2018

Chairman

ANNEXURE-II

B.N. Khandelwal

Company Secretary Saha Court

5th Floor, Room No. 33 8, Ganesh Chandra Avenue Kolkata - 700 013 Phone No.: 22364634

Secretarial Audit Report

For The Financial Year Ended 31st March, 2018

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

To

The Members

Nilachal Refractories Limited

P-598/599, Lewis Road Mahabir Nagar,

Kedarnath Apartment, Bhubaneswar -751002

Odisha

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by Nilachal Refractories Limited (hereinafter called the company). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the financial year ended 31st March 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the secretarial compliance based on the books, papers, minute books, forms and returns filed and other records maintained by Nilachal Refractories Limited (the Company), for the financial year ended on 31st March, 2018, according to the provisions of:

1) The Companies Act, 2013 (the Act) and the rules made thereunder

2) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4) The Foreign Exchange Management Act, 1999 & the rules made thereunder

5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') to the extent applicable to the Company:-

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

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993/ regarding the Companies Act and dealing with client;

d) The Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations,

e) The Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015.

During the period under review the company has complied with the provisions of Acts, Rules, Regulations, Guidelines and Standards etc. as mentioned above.

I have relied on the representation made by the Company and its officers for system and mechanism formed by the Company for compliances under the other act, laws and regulations applicable to the Company

I further report that the Board of Directors of the Company is duly constituted with proper balance of, Non-Executive Directors and Executive Directors, Independent Directors with one Woman Director. No changes in the composition of Board of Directors took place during the financial year under report.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and related notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'' views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

B.N. Khandelwal

Company Secretary in Practice

Place : Kolkata

ACS: 1614

Date: 14/08/18

CP: 1148

ANNEXURE-III

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATIONS OTHER DETAILS:

1

CIN

L269390R1977PLC000735

2

Registration Date

30-06-1977

3

Name of the Company

Nilachal Refractories Limited

4

Category/Sub-category of the Company

Public Company

5

Address of the Registered office & contact details

P598/ 599, Kedamath Apartment, Mahabir Nagar.Lewis Road,Bhubaneswar,Orissa,751002

6

Whether listed company

Listed on Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited

7

Name, Address & contact details of the Registrar & Transfer Agent, if any.

M/s. S K Involutions Private Limited . Mr. Dilip Bhattacharya Cell No. 9830070123 34/1 A Sudhir Chatterjee Street , Kolkata : 700 006. Telephone No. 033 2219 6797. Fax No. 03322194815.

III. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 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

Manufacture of refractory mortars, concretes etc

23911

-

2

Manufacture of refractory bricks, blocks tiles and similar refractory ceramic constructional goods [including traded goods]

23912

26.89

3

Manufacture of refractory ceramic products

23913

-

4

Manufacture of other refractory articles n.e.c.

23919

28.65

5

Coal Tar

23999

0.19

6

Wholesale of waste and scrap and other products n.e.c.

4669

44.27

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN

Name and address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

NOT APPLICABLE

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity) (I) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 1st April 2018]

No. of Shares held at the end of the year [As on 31st March 2018]

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

37,72,657

37,72,657

18.53%

37,72,657

37,72,657

18.53%

0.00%

b) Central Govt

-

0.00%

-

0.00%

0.00%

c) State Govt(s)

-

0.00%

-

0.00%

0.00%

d) Bodies Corp.

1,06,04,959

1,06,04,959

52.08%

1,06,04,959

1,06,04,959

52.08%

0.00%

e) Banks /Fl

-

0.00%

-

0.00%

0.00%

f) Any other

-

0.00%

-

0.00%

0.00%

Sub Total (A) (1)

1,43,77,616

-

1,43,77,616

70.61%

1,43,77,616

-

1,43,77,616

70.61%

0.00%

(2) Foreign

a) NRI Individuals

-

-

0.00%

-

-

0.00%

0.00%

b) Other Individuals

-

-

0.00%

-

-

0.00%

0.00%

c) Bodies Corp.

-

-

0.00%

-

-

0.00%

0.00%

d) Any other

-

-

0.00%

-

-

0.00%

0.00%

Sub Total (A) (2)

-

-

-

0.00%

-

-

-

0.00%

0.00%

TOTAL (A)

1,43,77,616

-

1,43,77,616

70.61%

1,43,77,616

-

1,43,77,616

70.61%

0.00%

B. Public Shareholding

1. Institutions

a) Mutual Funds

-

0.00%

-

-

0.00%

0.00%

b) Banks /Fl

50,000

50,000

0.25%

50,000

50,000

0.25%

0.00%

c) Central Govt

-

0.00%

-

-

0.00%

0.00%

d) State Govt(s)

-

0.00%

-

-

0.00%

0.00%

e) Venture Capital Funds

0.00%

0.00%

0.00%

f) Insurance Companies

-

0.00%

-

-

0.00%

0.00%

g)Flls

-

0.00%

-

-

0.00%

0.00%

h) Foreign Venture Capital Funds

0.00%

0.00%

0.00%

i) Others (specify)

-

0.00%

-

-

0.00%

0.00%

Sub-total (B)(1):-

50,000

-

50,000

0.25%

50,000

-

50,000

0.25%

0.00%

2. Non-Institutions

a) Bodies Corp.

I) Indian

1700140

1900

17,02,040

8.36%

1700150

1900

1702050

8.36%

0.00%

ii) Overseas

-

0.00%

0

0

-

0.00%

0.00%

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 2 lakh

31147

383650

4,14,797

2.04%

34657

3,83,100

4,17,757

2.05%

0.00%

ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh

38,16,608

0

38,16,608

18.74%

3813638

0

38,13,638

18.73%

-0.08%

c) Others (specify)

389

0

389

0.00%

389

0

389

0.00%

0.00%

Sub-total (B)(2):-

55,48,284

3,85,550

59,33,834

29.14%

55,48,834

3,85,000

59,33,834

29.14%

0.00%

Total Public Shareholding (B)=(B)(1) (B)(2)

55,98,284

3,85,550

59,83,834

29.39%

55,98,834

3,85,000

59,83,834

29.39%

0.00%

C. Shares held by Custodian for GDRs & ADRs

0.00%

0.00%

0.00%

Grand Total (A B C)

1,99,75,900

3,85,550

2,03,61,450

100.00%

1,99,76,450

3,85,000

2,03,61,450

100.00%

0.00%

(ii) Shareholding of Promoter

SN

Shareholder''s Name

Shareholding at the beginning of the year 01-04-2017

Shareholding at the end of the year 31 03-2018

% change in shareholding during 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/ encumber ed to total shares

1

AARAV JALAN

44,000

0.22%

0

44,000

0.22%

0

0.00%

2

ADITI JALAN

2,40,000

1.18%

0

2,40,000

1.18%

0

0.00%

3

ALOK PRAKASH HUF

62,500

0.31%

0

62,500

0.31%

0

0.00%

4

ANUBHUTI PRAKASH

19,250

0.09%

0

19,250

0.09%

0

0.00%

5

ANUPAMA PRAKASH

19,250

0.09%

0

19,250

0.09%

0

0.00%

6

BELA JALAN

1,65,000

0.81%

0

1,65,000

0.81%

0

0.00%

7

BHAGWATI PRASAD JALAN

5,50,584

2.70%

0

5,50,584

2.70%

0

0.00%

8

BHAGWATI PRASAD & SONS

75,000

0.37%

0

75,000

0.37%

0

0.00%

9

DP JALAN & OTHERS (HUF)

75,000

0.37%

0

75,000

0.37%

0

0.00%

10

ISHIKA JALAN

44,000

0.22%

0

44,000

0.22%

0

0.00%

11

KAMAL PRAKASH HUF

62,500

0.31%

0

62,500

0.31%

0

0.00%

12

MADHU AGARWAL

19,250

0.09%

0

19,250

0.09%

0

0.00%

13

NIDHI JALAN

1,65,000

0.81%

0

1,65,000

0.81%

0

0.00%

14

NIKITA JALAN

1,50,000

0.74%

0

1,50,000

0.74%

0

0.00%

15

NIRAJ JALAN

6,40,000

3.14%

0

6,40,000

3.14%

0

0.00%

16

NIRAJ JALAN & OTHERS (HUF)

50,000

0.25%

0

50,000

0.25%

0

0.00%

17

PANKAJ JALAN

3,67,000

1.80%

0

3,67,000

1.80%

0

0.00%

18

PANKAJ JALAN & OTHERS (HUF)

75,000

0.37%

0

75,000

0.37%

0

0.00%

19

PARWATI DEVI JALAN

1,40,000

0.69%

0

1,40,000

0.69%

0

0.00%

20

PIYUSH JALAN

6,65,000

3.27%

0

6,65,000

3.27%

0

0.00%

21

RAJ RANI AGARWAL

81,823

0.40%

0

81,823

0.40%

0

0.00%

22

VIMAL PRAKASH HUF

62,500

0.31%

0

62,500

0.31%

0

0.00%

23

P P SUPPLIERS & AGENCIES PVT LTD

6,67,973

3.28%

0

6,67,973

3.28%

0

0.00%

24

JEKAY INTERNATIONAL TRACK LTD

5,00,000

2.46%

0

5,00,000

2.46%

0

0.00%

25

KESHAN POLYMERS PVT LTD

7,50,000

3.68%

0

7,50,000

3.68%

0

0.00%

26

LIKEWISE INVESTMENT & MANAGEMENT PVT L''

2,75,000

1.35%

0

2,75,000

1.35%

0

0.00%

27

MINICARFT ENTERPRISES PVT LTD

15,42,900

7.58%

0

15,42,900

7.58%

0

0.00%

28

PUSHPAK DEALCOM PVT LTD

3,00,000

1.47%

0

3,00,000

1.47%

0

0.00%

29

SEASON TRADING & INVESTMENT PVT LTD

15,00,000

7.37%

0

15,00,000

7.37%

0

0.00%

30

UNIMARK INTERNATIONAL PVT LTD

45,69,086

22.44%

0

45,69,086

22.44%

0

0.00%

31

GANAPATI INDUSTRIAL PVT LTD

5,00,000

2.46%

0

5,00,000

2.46%

0

0.00%

(iii) Change in Promoters'' Shareholding (please specify, if there is no change)

SN

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

At the beginning of the year

01-04-2017

1,43,77,616

70.61%

0.00%

Changes during the year

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

At the end of the year

31-03-2018

1,43,77,616

70.61%

0.00%

(iv) Shareholding Pattern of top ten Shareholders

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

SN

For each of the Top 10 shareholders

Shareholding at the beginning of the year

No. of shares

% of total shares of the Company

1

EYNTHIA TIE UP PRIVATE LIMITED

a) At the beginning of the year

17,00,000

8.35%

b) Changes during the year

(no changes during the year)

2

SUSHIL KUMAR AGARWAL

a)At the beginning of the year

12,18,000

5.98%

b) Changes during the year

(no changes during the year)

c) At the end of the year

3

VIJAY KUMAR AGARWAL

a)At the beginning of the year

12,18,000

5.98%

b)Changes during the year

(no changes during the year)

c) At the end of the year

4

VINAY AGARWAL

a)At the beginning of the year

3,18,000

1.56%

b)Changes during the year

(no changes during the year)

c) At the end of the year

5

KARAN AGARWAL

a)At the beginning of the year

3,18,000

1.56%

b)Changes during the year

(no changes during the year)

c) At the end of the year

6

MANJU AGARWAL

a)At the beginning of the year

3,17,524

1.56%

b)Changes during the year

(no changes during the year)

c) At the end of the year

7

SAKET AGARWAL

a)At the beginning of the year

3,16,000

1.55%

b)Changes during the year

(no changes during the year)

c) At the end of the year

8

RITU AGARWAL

a)At the beginning of the year

1,11,084

0.55%

b)Changes during the year

(no changes during the year)

c) At the end of the year

9

LIFE INSURANCE CORPORATION OF INDIA

a)At the beginning of the year

50,000

0.25%

b)Changes during the year

(no changes during the year)

c) At the end of the year

10

MOOSA HAJI MOHAMED MALKANI

a) At the beginning of the year

3,250

0.02%

c) Changes during the year

(no changes during the year)

(v) Shareholding of Directors and Key Managerial Personnel:

SN

Shareholding of each Directors and each Key Managerial Personnel

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

Name: Bhagwati Prasad Jalan .Director, Din No. 00551459

At the beginning of the year

01-04-2017

5,50,584

2.70%

0.00%

Changes during the year

0.00%

0.00%

At the end of the year

31-03-2018

5,50,584

2.70%

5,50,584

2.70%

2

Name : Mr. Niraj Jalan , Director , Din No. 00551970

At the beginning of the year

01-04-2017

6,40,000

3.14%

0.00%

Changes during the year

0.00%

0.00%

At the end of the year

31-03-2018

6,40,000

3.14%

6,40,000

3.14%

3

Name : Mr. Vijay Kumar Agarwal , Director , Din No. 00121351

At the beginning of the year

01-04-2017

12,18,000

5.98%

0.00%

Changes during the year

0.00%

0.00%

At the end of the year

31-03-2018

12,18,000

5.98%

12,18,000

5.98%

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lacs)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

-

1,357.97

-

1,357.97

II) Interest due but not paid

-

-

-

-

Hi) Interest accrued but not due

-

-

-

Total (i ii iii)

-

1,357.97

-

1,357.97

Change in Indebtedness during the financial year

*Addition

-

4.55

-

4.55

* Reduction

-

-

-

-

Net Change

-

4.55

-

4.55

Indebtedness at the end of the financial year

i) Principal Amount

-

1,362.52

-

1,362.52

ii) Interest due but not paid

-

42.42

-

42.42

iii) Interest accrued but not due

-

-

-

-

Total (i ii iii)

-

1,404.94

-

1,404.94

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

SN.

Particulars of Remuneration

MR. SARAVANAN ASOKAN .
WHOLE TIME DIRECTOR.
Din No. 07019583

Total Amount in Lacs

1

Gross salary

50,611.00

0.51

(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

-

HRA

22,594.00

0.23

EDUCATION ALLOWANCES

151.00

0.00

GRADE ALLLOWANCES

6,401.00

0.06

SOFT FURNISHING ALLOWANCES

1,507.00

0.02

SPECIAL ALLOWANCES

12,803.00

0.13

Total (A)

94,067.00

0.94

Ceiling as per the Act

B. Remuneration to other Directors

NOT APPLICABLE. As Company is not paying except to Wholetime director.

SN.

Particulars of Remuneration

Name of Directors

Total Amount

(Rs/Lac)

1

Independent Directors

-

Fee for attending board committee meetings

-

-

Commission

-

-

Others, please specify

-

-

Total (1)

-

-

-

-

2

Other Non-Executive Directors

-

-

Fee for attending board committee meetings

-

-

Commission

-

-

Others, please specify

-

-

Total (2)

-

-

-

-

Total (B)=(1 2)

-

-

-

-

Total Managerial Remuneration

Overall Ceiling as per the Act

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

SN.

Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount

Name

(Rs/Lac)

Designation

CEO

CFO

cs

1

Gross salary

0.94

-

2.04

2.98

(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

0.94

-

2.04

2.98

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: No PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES UNDER COMPANIES ACT 1956 AND/ OR 2013

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

No PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES UNDER COMPANIES ACT 1956 AND / OR 2013

Punishment

Compounding

B. DIRECTORS

Penalty

No PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES UNDER COMPANIES ACT 1956 AND / OR 2013

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

No PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES UNDER COMPANIES ACT 1956 AND / OR 2013

Punishment

Compounding

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

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