TO THE MEMBERS
Your Directors have pleasure in presenting the 11th Annual Report of the Company and
the Annual Accounts for the year ended 31st March, 2015.
| WORKING RESULTS |
|
(Rs in Lacs) |
| Financial Results |
2015 |
2014 |
| Income from operation |
56,074.10 |
47,327.85 |
| Other Operating Income |
272.13 |
53.63 |
| Profit before Interest, Depreciation and Tax |
5,481.09 |
4,981.91 |
| Less: Finance Cost |
960.51 |
1,541.16 |
| Profit before Depreciation & Tax |
4,520.58 |
3,440.75 |
| Less: Depreciation (including amortization) |
1,459.90 |
1,694.07 |
| Less: Exceptional and Extraordinary Items |
25.21 |
27.86 |
| Less: Prior Period Expenses |
(17.76) |
0.02 |
| Profit Before Tax |
3,017.71 |
1,718.84 |
| Tax Expenses |
306.78 |
220.85 |
| Profit After Tax |
2,710.93 |
1,497.99 |
PERFORMANCE REVIEW
During the year your Company has achieved revenue from operations of Rs
56,074.10 Lacs, Net Profit of Rs 2,710.93 Lacs and Earnings per Share (EPS) of Rs
9.60 for the Financial Year ended March 31, 2015. This is a reflection of the quality of
our assets and growing demand for our products across the region. The increase in turnover
for the Financial Year 2014-15 by over 18% to Rs 56,074.10 Lacs from Rs
47,327.85 Lacs in the previous year essentially due to exploring the new market and wide
acceptance of product of the Company. This spectacular achievement is the result of goal
oriented workings, cost effective production, increase in operational efficiency and
better working capital management.
Yours Directors are pleased to report a good performance of the Company in terms of
both financial and operational performance.
DIVIDEND
The management is pleased to recommend final dividend at the rate of Rs 1.00/-
(One Rupee only) per Equity Share on 2,82,36,072 Equity Shares of Rs 10 /- each
i.e. 10% on each Equity Share of the company, total outgo on account of dividend shall be Rs
2,82,36,072 subject to tax.
DIRECTORS’ RESPOSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed.
b. The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for the year under review.
c. The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f. The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
CORPORATE GOVERNANCE
The Company has always strived to maintain applicable standards of good corporate
governance and the commitment to good corporate governance is embodied in its vision,
mission and corporate values. In compliance with the requirements of Clause 49 of the
Listing Agreement, a separate Report on Corporate Governance along with the Auditors
Certificate on its compliance forms an integral part of this Report. Further, as required
under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is
appended to the Annual Report.
LISTING INFORMATION
The Equity Shares in the Company are in dematerialized form and is listed with Bombay
Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has
been paid to the Stock Exchanges for the year 2015-16. The ISIN No. of the Company is
INE528K01011
CREDIT RATING
India Ratings and Research, a Fitch Group Company (hereinafter referred to as
"India Ratings") has assigned BB- as credit rating. Rating has been upgraded by
India Ratings from "BB-" to "BB+".
FIXED DEPOSITS
The Company has not accepted any fixed deposits during the year to which the provisions
of Section 58A of Companies Act, 1956 and Section 73 of the Companies Act, 2013 are
applicable.
AUDITORS & AUDITORS’ REPORT
M/s. Anoop Agarwal & Co., Chartered Accountants, statutory auditors of the Company
was reappointed as the Auditors of the Company at the previous Annual General Meeting. As
per the provisions of Section 139 of the Companies Act, 2013, Statutory Auditors of the
Company hold office until the conclusion of the 5 years. Necessary certificate has been
obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.
The notes on accounts referred to the Auditors’ Report are self-explanatory and
therefore, do not call for any further explanation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under section 134(3) (m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-A to this
Directors’ report.
AMALGAMATION OF GALLANTT UDYOG LIMITED WITH THE COMPANY CHANGE IN THE NATURE OF
BUSINESS
By an order dated May 14, 2015, the Honorable High Court at Calcutta has approved the
Scheme of Amalgamation of Gallantt Udyog Limited with the Company. Pursuant to the Scheme
of Amalgamation as approved, inter company holding of 1,02,45,592 Equity Shares held by
Gallantt Udyog Limited (Transferor Company) in the Company has been cancelled and Board of
Directors of the Company, at their meeting held on June 26, 2015, allotted 92,15,159
Equity Shares of Rs 10/- fully paid up to the Equity Shareholders of Gallantt
Udyog Limited, Transferor Company, in the ratio of 5:6 (five equity shares for every six
equity shares held in Gallantt Udyog Limited). After giving effect to the above
cancellation and allotment of shares, the issued, subscribed and paid up share capital is
2,82,36,072 Equity Shares of Rs 10/- each.
Pursuant to the said Scheme, assets and liabilities and entire business of Gallantt
Udyog Limited transferred to the Company which includes Real Estate Business also. Annual
Accounts have been prepared taking into account the effect of amalgamation as above and
necessary consolidation has been done so as to include the financial figures of the
Transferor Company in accordance with the applicable provisions.
COST AUDIT
The Company has submitted the Cost Audit Report and Cost Compliance Report for the year
2013-14 duly certified by a Cost Accountant to the Central Government within the due date.
M/s. U. Tiwari & Associates, Cost Accountants were appointed to carry out the cost
audit in respect of the Company for the financial year 2014-15. Based on the
recommendation of the Audit Committee, M/s. U. Tiwari & Associates, Cost Accountants
being eligible have also been appointed by the Board as the Cost Auditors for the
financial year 2015-16.
FINANCE AND ACCOUNTS DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL
STATEMENTS
Your Company has put in place adequate internal financial controls with reference to
the financial statements, some of which are outlined below: Company has adopted accounting
policies which are in line with the Accounting Standards prescribed in the Companies
(Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to
the extent applicable. These are in accordance with generally accepted accounting
principles in India. Company has a robust financial closure self-certification
mechanismwhereinthelinemanagerscertifyadherence to various accounting policies, accounting
hygiene and accuracy of provisions and other estimates.
Company has reported a healthy turnover with remarkable profit. Company continued to
drive the virtuous circle of growth as evidenced in its performance during this year.
Profitable volume growth is driven by investment in innovation and brands to deliver
better products. Company leverages its scale to spread fixed costs and improve
profitability while further investing in the business. Company aims to translate this
profitable growth to superior cash generation through efficient capital management. The
cash balances are managed prudently by deploying cash surplus in a balanced portfolio that
is designed to offer safety, liquidity and returns. The Company’s low debt equity
ratio provides ample scope for gearing the Balance Sheet, should the need arise. Company
has repaid in full Term Loan amount availed from the Bankers of the Company. Consequently,
the interest cost has decreased significantly which in turn fetched a remarkable profit.
The ratios of Debt/Equity and the Interest covers are healthy. The internal accruals are
being utilized for in the business for meeting working capital requirements and in funding
other capital expenditure.
OUTLOOK AND EXPANSION
Despite stiff competition from other steel manufactures our buyers show preference to
your company’s products for its quality and timely delivery and hence your Directors
are confident of achieving better working results in the coming years. The Real Estate
sector is showing more strength and hence business improvement is on the upswing. Your
company plans to take the performance to the next level by modernization, installing high
tech and time saving machinery and supportive systems, improving quality of work by
employee training.
Expansion Project:
The expansion plan by further investment in installation of new capacities and
technology upgradation and modern machinery for increasing the capacity of the existing
Units are being implemented.
AWARD AND RECOGNITIONS
During the previous years, Company had received following awards and reconciliation:
1. Uttar Pradesh "Udyami Samman – 2011" has been awarded by Zee Media
House which was presented by Shriprakash Jaiswal, Hon’ble Coal Minister, Central
Government.
2. Awarded "Best Performing Company -2013 in Uttar Pradesh" by Sahara Samay
Media House presented by Shri Akhilesh Yadav, Hon’ble Chief Minister of U.P.
INSURANCE
All the insurable interests of your Company including inventories, buildings, plant and
machinery and liabilities under legislative enactments are adequately insured.
PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING
People are our most valuable asset and your Company places the engagement, development
and retention of talent as its highest priority, to enable achievement of organisational
vision. Structure, Process and Culture are the cornerstones of our Human Resources
strategy and we have made strides in each area during the last year. Your Company’s
Human Resource agenda remained focused on reinforcing the key thrust areas. Industrial
relations have remained harmonious throughout the year.
BOARD OF DIRECTORS AND SENIOR EXECUTIVE
In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of
the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors)
Rules, 2014, the Independent Directors can hold office for a term of up to five (5)
consecutive years on the Board of Directors of your Company and are not liable to retire
by rotation. Accordingly, Mr. Jyotirindra Nath Dey, Mr. Rajesh Kumar Jain, Mr. Piyush
Kankrania and Mrs. Sangeeta Upadhyay were appointed as Independent Directors of your
Company up to 5 (five) consecutive years.
In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of
the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors)
Rules, 2014, Mrs. Sangeeta Upadhyay has been appointed as Independent Woman Director. She
can hold office for a term of upto five consecutive years on the Board of Directors of
your Company and is not liable to retire by rotation.
The Board of Directors comprises of Eight Directors of which four are Independent
Directors. In terms Section 152 of the Companies Act, 2013, Mr. Prem Prakash Agrawal,
liable to retire by rotation at the ensuing Annual General Meeting and eligible for
re-election.
UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY
Following amount of Unpaid Share Application Money and Unpaid Dividend has not been
claimed and paid till 31.03.2015:
| Nature of Money |
Relevant Financial Year |
Bank Account Details |
Amount lying (In Rs) |
| Share Application Money |
2010-11 |
HDFC Bank Account No. 00142300001609 |
71,900.00 |
| Final Dividend for 2011 |
2010-11 |
HDFC Bank Account No. 00142300001876 |
9,929.00 |
| Final Dividend for 2012 |
2011-12 |
HDFC Bank Account No. 00142300002332 |
5419.00 |
| Final Dividend for 2013 |
2012-13 |
IDBI Bank Account No. 0135103000007344 |
17307.00 |
| Final Dividend for 2014 |
2013-14 |
IDBI Bank Account No. 0135103000007900 |
3026.50 |
Unpaid dividend amounts and share application money are not available for use by the
Company. There is no amount due and outstanding to be credited to Investors’
Education and Protection Fund as on 31.03.2015.
TRANSFER TO RESERVES
Your Directors propose to transfer Rs 2371.08 Lacs to the General Reserve.
INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT
There were no cases of sexual harassment of woman at work place. Also, there are no
instances of child labour/ forced labour/ involuntary labour and discriminatory employment
during the year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments u/s 186 of the Companies Act, 2013
is annexed herewith as Annexure-B.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report are annexed herewith as Annexure–C.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED
DURING THE YEAR
In the last Annual General Meeting held on September 09, 2014, appointment of Mr.
Jyotirindra Nath Dey, Mr. Rajesh Kumar Jain, Mr. Piyush Kankrania and Mrs. Sangeeta
Upadhyay as Independent Directors were aligned as per the Companies Act, 2013. All the
Independent Directors have given declarations that they meet the criteria required under
section 149(6) of the Companies Act, 2013.
At their meeting held on July 10, 2014, Mr. Santosh Kumar Agrawal was appointed as
Whole-time Director of the Company designated as Director (Sales and Marketing) and Mr.
Nitin M Kandoi was appointed as Whole-time Director designated as Director (Plant
Operation). Both the appointments were approved by the shareholders in the last Annual
General Meeting held on September 09, 2014. Mr. Amit Jalan was appointed as a Chief
Financial Officer of the Company effective from August 20, 2014.
NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2014-2015
The details of the number of Board and Audit Committee meetings of your Company are set
out in the Corporate Governance Report which forms part of this Report.
DETAILS OF POLICIES
(i) Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Company’s Remuneration Policy is available on the Company’s
website www.gallantt.com and the same is attached herewith as Annexure - D.
(ii) Corporate Social Responsibility Policy (CSR)
The Board has, on the recommendation of the CSR Committee, approved the CSR Policy. The
Company’s CSR Policy is available on the Company’s website www.gallantt.com and
the same is attached herewith as Annexure-E.
Annual Report on CSR as required under Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is also attached herewith as
Annexure-F.
(iii) Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within the Organization.
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk
Management Policy for the Company. The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business objectives. Major risks
identified by the business and functions are systematically addressed through mitigating
actions on a continuing basis. At present the company has not identified any element of
risk which may threaten the business (or) existence of the company.
(iv) Whistle Blower Policy – Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism
for employees and directors of the Company to approach the Chairman of the Audit Committee
to ensure adequate safeguards against victimisation. This policy would help to create an
environment wherein individuals feel free and secure to raise an alarm, whenever any
fraudulent activity takes place or is likely to take place. It will also ensure that
complainant(s) are protected from retribution, whether within or outside the organization.
The Board has elected Mr. Nitesh Kumar, Company Secretary as the Whistle Officer under the
vigil mechanism policy.
The details of establishment of the Vigil Mechanism Policy is displayed on the website
of the Company www.gallantt.com under the following weblink : http://goo.gl/p2FWPY
BOARD COMMITTEES
DetailsofAuditCommittee,Nomination&Remuneration Committee, Stakeholders’
Relationship Committee and Corporate Social Responsibility Committee have been disclosed
under Corporate Governance Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD
ALONG WITH REASONS
The same is not applicable as the Audit Committee’s recommendations were accepted
and implemented by the Board.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR –
Company does not have Subsidiary Company.
SECRETARIAL AUDITORS
Mr. Anurag Fatehpuria Practising Company Secretary, having office address at 23/1, Sita
Nath Bose Lane, Salkia Howrah has been appointed as Secretarial Auditors of the Company
for the FY ended 31.03.2015. The Secretarial audit report received from the Secretarial
Auditors is annexed to this report marked as Annexure-G and forms part of this
report.
RELATED PARTY TRANSACTIONS
The details of Related Party Transactions during the Financial Year ending 31.03.2015,
being arm’s length transactions have been reported in the financial statements and
forms part of this report. The Audit Committee and the Board of Directors of the Company
have formulated the Policy on dealing with RPTs and a Policy on materiality of RPTs which
is uploaded on the website of the Company and can be accessed through the website of the
Company www.gallantt.com under the weblink : http://goo.gl/9TdDJp
PARTICULARS OF EMPLOYEES
Particulars of Employees and Related disclosures No employee of the Company is covered
under the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are as under: (a) ratio of the
remuneration of each director to the median remuneration of the employees of the Company
for the financial year;
| Name |
Designation |
Ratio to median remuneration of employees |
| Chandra Prakash Agrawal |
Chairman & Managing Director |
12.87 : 1 |
| Prem Prakash Agrawal |
Whole-time Director |
12.87 : 1 |
| Santosh Kumar Agrawal |
Director (Sales & Marketing) |
13.63 : 1 |
| Nitin M Kandoi |
Director (Plant-Operation) |
11.45 : 1 |
| Jyotirindra Nath Dey |
Independent Director |
N.A.* |
| Rajesh Kumar Jain |
Independent Director |
N.A.* |
| Piyush Kankrania |
Independent Director |
N.A.* |
| Sangeeta Upadhyay |
Independent Director |
N.A.* |
(b) percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
| Name |
Designation |
% increase |
| Chandra Prakash Agrawal |
Chairman & Managing Director |
53.85 |
| Prem Prakash Agrawal |
Whole-time Director |
53.85 |
| Santosh Kumar Agrawal |
Director (Sales & Marketing) |
N.A. |
| Nitin M Kandoi |
Director (Plant-Operation) |
36.92 |
| Jyotirindra Nath Dey |
Independent Director |
N.A.* |
| Rajesh Kumar Jain |
Independent Director |
N.A.* |
| Piyush Kankrania |
Independent Director |
N.A.* |
| Sangeeta Upadhyay |
Independent Director |
N.A.* |
| Mayank Agrawal |
Chief Executive Officer |
10.00 |
| Amit Jalan |
Chief Financial Officer |
14.33 |
| Nitesh Kumar |
Company Secretary |
11.11 |
* Except Sitting Fees, no remuneration is paid to the Non-executive Independent
Directors.
(c) percentage increase in the median remuneration of employees in the financial year
16.52%
(d) number of permanent employees on the rolls of company : 477
(e) explanation on the relationship between average increase in remuneration and
company performance: The profit before tax for the financial year ended March 31, 2015
increased by 75.57% (on post-amalgamation basis) and the profit after tax for the
financial year ended March 31, 2015 increased by 80.97% (on post-amalgamation basis),
whereas the increase in median remuneration is 16.52%. The average increase in median
remuneration is in line with the performance of the company.
(f) comparison of the remuneration of the Key Managerial Personnel against the
performance of the company; The total remuneration of KMP increased by 34.01%, whereas the
profit before tax increased by 75.57% (on post-amalgamation basis) and the profit after
tax increased by 80.97% (on post-amalgamation basis).
(g) average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: 16.14%
(non-Managerial personnel) 6.18% (Managerial Personnel)
(h) comparison of remuneration of each of the Key Managerial Personnel against the
performance of the company;
| Name |
Designation |
% increase |
Comparison |
| Chandra Prakash Agrawal |
Chairman & Managing Director |
53.85 |
The Profit before Tax for the Financial Year ended March 31, 2015
increased by 75.57% (on post amalgamation basis) and the Profit after Tax for the
Financial Year ended March 31, 2015 increased by 80.97% (on post amalgamation basis) |
| Prem Prakash Agrawal |
Whole-time Director |
53.85 |
| Santosh Kumar Agrawal |
Director (Sales & Marketing) |
N.A. |
| Nitin M Kandoi |
Director (Plant-Operation) |
36.92 |
| Mayank Agrawal |
Chief Executive Officer |
10.00 |
| Amit Jalan |
Chief Financial Officer |
14.33 |
| Nitesh Kumar |
Company Secretary |
11.11 |
(i) the key parameters for any variable component of remuneration availed by the
directors; Company’s financial results, the performance of the business unit,
individual performance, skills and competence, fulfillment of various improvement targets
or the attainment of certain financial objectives.
(j) the ratio of the remuneration of the highest paid director to that of the employees
who are not directors but receive remuneration in excess of the highest paid director
during the year; NIL
(k) We hereby affirm that the remuneration paid to the managerial and non-managerial
personnel is as per the Remuneration Policy of the Company approved at the board meeting
dated 30.05.2014. The Remuneration policy of the Company comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior Executives of the
Company including criteria for determining qualifications, positive attributes,
independence of a Director and other related matters has been provided in the Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is attached
as Annexure-H.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the equity
listing Agreement, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board and of the
Committees of the Board, by way of individual and collective feedback from Directors.
Pursuant to Para VII of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6)
of the Equity Listing Agreement, a meeting of the Independent Directors of the Company was
convened to perform the following: Review the performance of non-independent directors and
the Board as a whole; Review the performance of the Chairperson of the Company, taking
into account the views of executive directors and nonexecutive directors; Assess the
quality, quantity and timeliness of flow of information between the Company management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties.
Further, the Nomination and Remuneration Committee also evaluated the performance of
all the directors of the Company.
The criteria for evaluation are briefly provided below:
Role & Accountability
- Understanding the nature and role of Independent Directors’ position.
- Understanding of risks associated with the business.
- Application of knowledge for rendering advice to management for resolution of
business issues.
- Offer constructive challenge to management strategies and proposals.
- Active engagement with the management and attentiveness to progress of decisions
taken.
Objectivity
- Non-partisan appraisal of issues.
- Own recommendations given professionally without tending to majority or popular
views.
Leadership & Initiative
- Heading Board Sub-committees.
- Driving any function or identified initiative based on domain knowledge and
experience.
Personal Attributes
- Commitment to role & fiduciary responsibilities as a Board member.
- Attendance and active participation.
- Proactive, strategic and lateral thinking.
FAMILIARISATION PROGRAMME
Your Company follows a structured orientation and familiarization programme through
various reports/ codes/internal policies for all the Directors with a view to update them
on the Company’s policies and procedures on a regular basis.
Periodic presentations are made at the Board Meetings on business and performance, long
term strategy, initiatives and risks involved.
The details of familiarisation programme have been posted in the website of the Company
www.gallantt. com under the weblink : http://goo.gl/GyAOqd
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for members of the Board (incorporating
duties of Independent Directors) and the Senior Management. The Code aims at ensuring
consistent standards of conduct and ethical business practices across the Company. Your
Company has received confirmations from all concerned regarding their adherence to the
said Code. Pursuant to Clause 49(II)(E) of the Listing Agreement, the Managing Director of
the Company confirmed compliance with the Code by all members of the Board and the Senior
Management.
The full text of the Code is hosted on the Company’s website www.gallantt.com
under the weblink : http://goo.gl/8Tdjfh
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has adopted a Code of Conduct as per Securities and Exchange Board of
India (SEBI) (Prohibition of Insider Trading) Regulations, 1992. All Directors, Designated
Employees who could have access to the Unpublished Price Sensitive Information of the
Company are governed by the Code. During the year under review, there has been due
compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992. Gallantt Ispat
Limited - Code for Fair Disclosure’ are available on the Company’s website
www.gallantt.com under the weblink : http://goo.gl/CjgTCR
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of
the Company since the close of financial year i.e. since 31st March, 2015 till the date of
this Report. Further, it is hereby confirmed that there has been no change in the nature
of business of the Company.
Significant and material orders passed by the regulators / courts / tribunals impacting
the going concern status and the Company’s operations in future
As such there is no significant and material order by the regulator/court/tribunals
impacting the going concern status and the Company’s operation in future.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause
49 of the Listing Agreement.
GENERAL a) Your Company has not issued equity shares with differential rights as to
dividend, voting or otherwise; and b) Your Company does not have any ESOP scheme for its
employees/Directors.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the whole hearted and
sincere co-operation the Company has received from its customers, shareholders, vendors,
bankers, business associates, regulatory and government authorities for their continued
support.
|
On behalf of the Board |
| Place: Kolkata |
C. P. Agrawal |
| Date: August 28, 2015 |
Chairman |
Annexure-A
TO DIRECTORS’ REPORT
A. CONSERVATION OF ENERGY
(a) Energy Conservation Measures Taken
All manufacturing units continued their efforts to reduce specific energy consumption.
Specific and Total energy consumption indicators are tracked on monthly basis at the
individual factory level and also at the consolidated manufacturing level. Your
Company’s technical team monitors closely and vigorously various plants and
equipments and suggests adoption of new and latest technology etc. and discuss to identify
areas of improvement. In addition to the existing Energy Conservation measures, the
Engineering and Production departments in each manufacturing unit work closely towards
improving the efficiency of generation and also in the reduction in energy consumption.
The measures taken in all the Company’s manufacturing units can be briefly enumerated
as below: (b) Additional investments and proposals, if any, being implemented for
reduction of consumption of energy - It is a on-going process to explore the avenues for
energy conservation. The Company is continue to consider the proposal for investment.
(c) Impact of measures taken - This has resulted in cost savings and ease in
operations.
(d) Total energy consumption and energy consumption per unit of production as per Form
"A" of the Annexure in respect of industries specified in the Schedule thereto:
FORM –A
Disclosure of Particulars with respect to conservation of energy
| Particulars |
2014-15 |
2013-14 |
| A. Power & Fuel Consump on |
|
|
| 1 Electricity |
|
|
| (a) Purchased |
|
|
| Total Unit in Lacs KWH |
399.49 |
213.38 |
| Amount Rs in Lacs |
3,055.22 |
1,290.21 |
| Rate Per Unit (Rs) |
7.65 |
6.05 |
| (b) Own Generation |
|
|
| Total Units in Lacs KWH |
699.28 |
820.05 |
| Amount Rs In Lacs |
4,804.86 |
4,803.30 |
| Rate per Unit |
6.87 |
5.86 |
| 2. Coal |
|
|
| Quantity- M.T. |
1,19,212.58 |
1,32,871.27 |
| Total Cost- Rs in Lacs |
8,752.02 |
9,067.47 |
| Average rate-Rs per M.T. |
7,341.52 |
6,824.25 |
| 3. Furnace Oil |
|
|
| Quantity (K. Ltrs.) |
36.23 |
28.68 |
| Total Cost (Rs Lacs) |
10.42 |
12.27 |
| Average Rate (Rs / K. Ltrs.) |
28,761.49 |
42,788.39 |
| Average Rate (Rs / K. Ltrs.) |
|
|
| B. Consumption per unit of production |
|
|
| 1. Electricity (Unit/M.T.) |
|
|
| Agro |
113.30 |
113.90 |
| Sponge Iron |
77.15 |
87.04 |
| SMS (Furnace and Concast) |
862.85 |
855.72 |
| Rolling Mills |
173.18 |
147.40 |
| 2. Coal (Kg/M.T.) |
|
|
| Power Plant (per 1000 KWH) |
244.80 |
348.06 |
| Rolling Mills (Kg/M.T.) |
59.05 |
69.93 |
| Sponge Iron (Kg/M.T.) |
903.32 |
963.43 |
FORM –B
Disclosure of Particulars with respect to technology absorption RESEARCH &
DEVELOPMENT (R&D) Specific areas in which R & D carried out by the Company
No Research & Development work has been carried out by the Company.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation etc.
• Absorbing and adapting latest technology in maintenance system.
• Technical Interaction with expert.
• Continuous efforts are being made towards improvements in existing production
process.
2. Benefits derived as a result of the above efforts
• Improvement in quality of products. Cost reduction
• Improvement in the existing process and productivity. Knowledge of updated
technology.
FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Activities relating to export, initiative taken to increase exports,
development of new export markets for products and export plans.-Nil
2. Total foreign exchange used and earned
|
2014-2015 |
2013-2014 |
|
(Rs in Lacs) |
(Rs in Lacs) |
| Raw Materials |
3,379.77 |
3,681.11 |
| Stores, Chemical and Packaging Materials |
7.16 |
9.94 |
| Capital Goods |
9.01 |
23.55 |
| Earning in foreign currency |
NIL |
NIL |
|
On behalf of the Board |
| Place: Kolkata |
C. P. Agrawal |
| Date: August 28, 2015 |
Chairman |
Annexure-B
TO DIRECTORS’ REPORT
LOANS, INVESTMENT & GUARANTEE U/S. 186 OF THE COMPANIES ACT, 2013
|
|
|
|
Rs In Lacs |
| Sl. No. |
Particulars |
Loans |
Investments |
Guarantee |
| 1. |
Gallantt Metal Limited |
- |
1,765.08* |
1,465.00** |
*11767179 Equity Shares in Gallantt Metal Limited were acquired by the Company thorugh
Inter-se Tranfer mode in accordance with SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 2011. Apart from this consequent upon amalgamation of Gallantt
Udyog Limited with the Company, holding of 2,41,13,127 shares of Gallantt Udyog Limited
with Gallantt Metal Limited have been transferred to the Company. Investment as above has
been done by the Company as a long term business strategic planning and the your Company
forming part of the Promoter Group of Gallantt Metal Limited.
** Gallantt Udyog Limited had extended Corporate Guarantee for securing loan given by
the bankers to Gallantt Metal Limited. Upon amalgamation, this being part of the Company.
Annexure - C
TO DIRECTORS’ REPORT
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Forming part of the Report of the Directors for the year ended 31st March, 2015
1. Economy
The global economy is still under stress for gaining momentum as many high-income
countries continue to grapple with the past impacts of the global financial crisis. In
2014, the global economy grew by 2.6% (United Nations WESP report 2015). Growth was driven
by developing economies, sustained growth in the United States (US) and a moderate revival
in European Union. Emerging economies continue to remain as less vibrant than in the past.
After rising slightly in 2014, to 2.6 percent, world GDP will grow by an estimated 3.0
percent in 2015 and 3.3 percent in 2016, supported by gradual recovery in high-income
countries, low oil prices, and receding domestic headwinds in developing countries.
Developing economies are projected to see a raise in growth from 4.4 percent in 2014 to
4.8 percent and 5.3 percent in 2015 and 2016 respectively.
The Indian economy posted 7.4% growth in the financial year 2014-15 (Central Statistics
Office 2011-12 base years, Advance Estimates) as against 6.9% in the financial year
2013-14. Industrial sector gained momentum with Manufacturing, Construction and
Electricity & Utilities growing by 6.8%, 4.5% and 9.6% respectively as against 5.3%,
2.5% and 4.8% in the previous year. However, mining slowed down to 2.3% from 5.4% and the
Agricultural sector slowed down to 1.1% from 3.7% in the previous year. Overall, improved
business sentiment, lower oil prices and policy measures helped the economy to build
momentum.
After years of diminutive growth the reform momentum has picked up in India. Inflation
has declined by over 6 percentage points since late 2013, and the current account deficit
has shrunken from a peak of 6.7 percent of GDP (in Q3, 2012-13) to an estimated 1.0
percent in the coming fiscal year. Going ahead it is widely expected that a further
momentum to growth will be provided by declining oil prices and increasing monetary easing
facilitated by ongoing moderation in inflation. Simulating the effects of tax cuts,
declining oil prices will add spending power to households, thereby boosting consumption
and growth. Oil is also a significant input in production and declining prices will shore
up profit margins and hence balance sheets of the corporate sector.
BUSINESS ENVIRONMENT
Emerging markets were characterised by a sharp fall in growth rates, especially in
China. Europe and Japan continued to be under pressure all through the year, while US
showed tepid signs of improvement. In the domestic market, better macroeconomic
conditions, coupled with improved sentiment post the general elections, helped India to be
among the better performing emerging market economies. There was a slight increase in the
GDP growth, while inflation moderated and the Rupee remained relatively stable during the
year. Given the backdrop of a market slowdown coupled with a volatile input cost
environment and heightened competitive intensity, the operating environment for the year
continued to be challenging. Your Company’s performance for the year 2014-15 has to
be viewed in the context of aforesaid economic and market environment.
INDUSTRY OVERVIEW
Steel industry
In 2014, global steel demand expanded by a mere 0.6% to 1.537 billion tonnes, primarily
due to contraction of demand in emerging economies like China, Brazil, Russia and Turkey.
Chinese demand fell by 3.3% in the year to 710.8 million tonnes, with the outlook for 2015
and 2016 showing signs of reducing further by 0-5% year-on-year (yoy). Developed nations
like USA, Germany, South Korea and Japan continued to show growth support during the year.
The global steel demand for 2015 and 2016 is forecast to grow by 0.5% and 1.6%
respectively to a level of 1.544 and 1.565 billion tonnes. Overall global crude steel
production expanded by 1.2%, to 1.66 billion tonnes, from 1.64 billion tonnes in 2013. In
2014, India retained its position as the 4th largest steel producing country in the world,
behind China, Japan and the USA. The crude steel production grew by 2.3% to 83.2 million
tonnes, while steel demand grew by 2.2% to 75.3 million tonnes.
The Indian GDP growth expanded to 7.2% in 2014 due to improving economic sentiments
post the election of a new government. However, demand at the grass root level remained
stagnant and is only expected to pick up from 2015. Consequently, steel demand grew at
2.2% in the year, though the domestic steel industry suffered due to the influx of cheap
imported products, especially from China. This led to India becoming a net importer of
steel in the year, a trend which had been successfully reversed in 2013. During the year,
steel exports from India were at 5.3 million tonnes while imports registered at 7.8
million tonnes. Indian GDP is likely to grow at a rate higher than 7.5% in 2015, while
steel demand is expected to grow by 6.2% in the year. The automobile sector is on the path
to recovery and likely to grow from 3.8% in 2014 to 11.4% in 2015. Meanwhile, the
construction sector is expected to grow by 6.9%, compared to a growth rate of 4.1% in
2014. Financial Year 2014-15 has been a year of achievements for your Company despite the
severe impact of externalities. The Company was severely impacted by the raw material (RM)
crisis. However, the Company was able to tide over the same through strategic and
proactive cross-functional planning.
Agro industry (wheat products)
Increase in urbanization, income level of population and other related factors has led
to the steady growth of the food industry. Our company produces wheat products such as
atta, suji, bran etc. which are sold in markets of Uttar Pradesh, Bihar, West Bengal etc.
In the Agro segment, Company is forecasting a superb growth on account of strategic
market capturing in this segment through channel and network of dealers and distributors.
Our wheat products, i.e, Atta, Maida, & Suji, are presently being packed in only above
50 Kg each under the brand name of "Gallantt". The brand name,
"Gallantt" has been widely accepted with a huge demand even directly from the
consumers due to its superior quality. We are enriching our product portfolio by adding
small packing of 2, 5, 10 & 20 Kgs so as to cater the needs of direct consumers.
OPPURTUNITIES AND THREATS
Opportunities for our steel division
The Steel industry is the foundation industry of any economy, especially in developing
countries whose material intensity is likely to increase significantly in the future, for
infrastructure development and growth in manufacturing sector. India certainly is one such
economy that is poised to grow significantly over the next decade with its per capita
consumption nearly at one-fourth of the global average. A competitive and efficient
domestic steel industry is a pre-requisite for India to succeed in its industrial vision
for ‘Make in India’. The Government of India aims to triple the steel capacity
to 300 million tonnes by 2025. The positive attitude of the new government has promised to
focus on infrastructure development while de-bottlenecking the administrative and
clearance climate in the country.
Opportunities for our agro division
As there is a gap between production and consumption in the agro sector, Gallantt has
made efforts to bridge this gap by supplying the required quantity of wheat products
manufactured. The company has also been successful in grabbing an increasing market share
in domestic market.
THREATS AND RISKS
GallanttIspatisexposedtovariousrisksanduncertainties and also has access to
opportunities across its regional presence. The Company’s performance, future
prospects and cash flow generation could be materially impacted by any of these risks or
opportunities. Risk and concern has been elaborated in the Corporate Governance Report.
The year ahead appears to be challenging due to increase in competition, increasing
interest rates, inflation, fluctuating markets and foreign exchange as well due to
occurrence of natural calamities. The company has to overcome these issues by upgrading
the current technologies used and serving to demands made by the customers. Rising fuel
prices and shrinkage of the margins, Availability of finance at reasonable interest costs,
Stiff competition owing to surplus capacities, volatile foreign exchange rates, Slowdown
in the demand, etc. are major threats.
OUTLOOK
The company is taking all efforts to improve the quality and productivity to get more
orders at competitive rates. The expansion program will push volume growth. The
company’s business is committed to achieve benchmark quality besides expanding on new
capacity. Further, the business will continue to focus on improving its cost competitive
position. These measures will ensure the company maintaining its leadership position in
the regional market. Due to the own captive power plant, the company is able to quote
better rates with high quality & productivity in the finished goods manufactured.
Barring unforeseen circumstances the company is confident of achieving better results in
the current year. The rate at which there is increase in urbanization, income and consumer
demand in India, the demand for steel will increase at a constant pace.
INTERNAL CONTROL AND SYSTEMS
Your Company has adequate systems and processes of internal controls which are
commensurate with its size and nature of operations. They have been designed to provide
reasonable assurance with regard to recording and providing reliable financial
information, complying with applicable statutes, safeguarding of assets, authorization of
transactions and adherence to the Company’s policies and practices. The internal
controls and governance process are duly reviewed for their adequacy and effectiveness
through periodic audits by independent internal audit function. The internal audits are
carried out as per risk-based internal audit plan, which is reviewed and approved by the
Audit Committee. Your Company’s Audit Committee periodically reviews the findings and
suggestions for improvement and is periodically apprised on the implementation status in
respect of the actionable items. Effective steps are taken by the Management to enable
continuous monitoring of lead control indicators and action taken towards correcting
identified gaps. Respective functions have been trained and equipped to enable continuous
monitoring of exceptions by themselves to reduce surprises and enable corrective action on
timely and regular basis.
STATUTORY COMPLIANCE
The Company Secretary acting as a compliance officer ensures that the company has
adhered to the SEBI rules and regulations, provisions of the listing agreement with Stock
Exchanges, Companies Act and other applicable laws and regulations.
CAUTIONARY STATEMENT
In this Annual Report, we have disclosed forward-looking information to enable
investors to fully appreciate our prospects and take informed investment decisions. This
report and other statement - written and oral - that we periodically make, contain
forward-looking statements that set our anticipated results based on management plans and
assumptions. Nothing in this Annual Report should be construed as a profit forecast.
| For and on behalf of the Board |
| C. P. Agrawal |
| Chairman |
Annexure - D
TO DIRECTORS’ REPORT
Nomination and Remuneration Policy BACKGROUND
The objective of Gallantt Ispat’s remuneration policy is to attract, motivate and
retain qualified and expert individuals that the company needs in order to achieve its
strategic and operational objectives, whilst acknowledging the societal context around
remuneration and recognizing the interests of Gallantt Ispat’s stakeholders.
BRIEF OVERVIEW UNDER COMPANIES ACT 2013
{Section 178 & Companies [Meetings of Board and its Powers] Rules 2014}
• Constitution of the Nomination and Remuneration Committee consisting of three or
more non-executive directors out of which not less than one-half shall be independent
directors.
• The Nomination and Remuneration Committee shall identify persons who are
qualified to become directors and who may be appointed in senior management in accordance
with the criteria laid down, recommend to the Board their appointment and removal and
shall carry out evaluation of every director’s performance.
• The Nomination and Remuneration Committee shall formulate the criteria for
determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for the directors, key
managerial personnel and senior management personnel i.e. employees at one level below the
Board including functional heads.
• The Nomination and Remuneration Committee shall, while formulating the policy
ensure that:— — the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the
company successfully; — relationship of remuneration to performance is clear and
meets appropriate performance benchmarks; and — remuneration to directors, key
managerial personnel and senior management involves a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of
the company and its goals.
• Such policy shall be disclosed in the Board’s report.
BRIEF OVERVIEW OF THE REVISED CLAUSE 49 OF LISTING AGREEMENT
Nomination and Remuneration Committee
A. The company shall set up a Nomination and Remuneration committee which shall
comprise at least three directors, all of whom shall be non-executive directors and at
least half shall be independent. Chairman of the committee shall be an independent
director.
B. The role of the committee shall, inter-alia, include the following:
- Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;
- Formulation of criteria for evaluation of Independent Directors and the Board;
- Devising a policy on Board diversity;
- Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal. The company shall disclose the remuneration policy and the
evaluation criteria in its Annual Report.
PRESENT POSITION OF DIRECTORS & KMP OF THE COMPANY
• The Company has constituted a Nomination and Remuneration Committee of the Board
of Directors (Board).
• At present half of the Board is consisted of Non-Executive Independent Directors
The Executive Chairman & Managing Director (CMD) draws remuneration from the Company
and he also occupies the same position on the Board of Gallantt Metal Limited and is
remunerated by Gallantt Metal Limited also.
• Key Managerial Personnel (KMP) consists of Chief Executive Officer (CEO), all
executive directors and Chief Financial Officer and Company Secretary who are employees.
TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE
• Formulatethecriteriafordeterminingqualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees.
• Act as Selection and Compensation Committee to evaluate suitability of
candidates for various senior positions and determine appropriate compensation package for
them. Selection of related persons whether or not holding place of profit in the Company
to be carried out strictly on merit and where applicable, be subjected to review by the
Audit Committee of and/or the Board with approval at each stage being obtained by
disinterested Independent Directors only.
• Identify persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal.
• Removal should be strictly in terms of the applicable law/s and in compliance of
principles of natural justice.
• Formulation of criteria for evaluation of Independent Directors and the Board.
• Devising a policy on the Board diversity.
• Recommend to the Board, remuneration including salary, perquisite and commission
to be paid to the Company’s Executive Directors on an annual basis or as may be
permissible by laws applicable.
• Recommend to the Board, the Sitting Fees payable for attending the meetings of
the Board/ Committee thereof, and, any other benefits such as Commission, if any, payable
to the Non- Executive Directors.
• Setting the overall Remuneration Policy and other terms of employment of
Directors, wherever required.
CRITERIA FOR DETERMINING THE FOLLOWING:-Qualifications for appointment of Directors
(including Independent Directors):
• Persons of eminence, standing and knowledge with significant achievements in
business, professions and/or public service.
• Their financial or business literacy/skills.
• Their steel/ power/ infrastructure/ engineering/ agro industry experience.
• Appropriate other qualification/experience to meet the objectives of the
Company.
• As per the applicable provisions of Companies Act 2013, Rules made thereunder
and Clause 49 of Listing Agreement.
The Nomination and Remuneration Committee shall have discretion to consider and fix any
other criteria or norms for selection of the most suitable candidate/s.
Positive attributes of Directors (including Independent Directors):
• Directors are to demonstrate integrity, credibility, trustworthiness, ability to
handle conflict constructively, and the willingness to address issues proactively.
• Actively update their knowledge and skills with the latest developments in the
steel/ power/ infrastructure/ engineering/ agro industry, market conditions and applicable
legal provisions.
• Willingness to devote sufficient time and attention to the Company’s
business and discharge their responsibilities
• To assist in bringing independent judgment to bear on the Board’s
deliberations especially on issues of strategy, performance, risk management, resources,
key appointments and standards of conduct.
• Ability to develop a good working relationship with other Board members and
contribute to the Board’s working relationship with the senior management of the
Company.
• To act within their authority, assist in protecting the legitimate interests of
the Company, its shareholders and employees.
• Independent Directors to meet the requirements of the Companies Act, 2013 read
with the Rules made thereunder and Clause 49 of the Listing Agreement as amended from time
to time.
Criteria for appointment of KMP/Senior Management:
• To possess the required qualifications, experience, skills & expertise to
effectively discharge their duties and responsibilities.
• To practice and encourage professionalism and transparent working environment.
• To build teams and carry the team members along for achieving the
goals/objectives and corporate mission.
• To adhere strictly to code of conduct.
POLICY RELATING TO REMUNERATION OF DIRECTORS, KMP & SENIOR MANAGEMENT PERSONNEL:
• To ensure that the level and components of remuneration is reasonable and
sufficient to attract, retain and motivate Directors, KMP and other employees of the
quality required to run the Company successfully.
• No director/KMP/ other employee is involved in deciding his or her own
remuneration.
• The trend prevalent in the similar industry, nature and size of business is kept
in view and given due weight age to arrive at a competitive quantum of remuneration.
• It is to be ensured that relationship of remuneration to the performance is
clear & meets appropriate performance benchmarks which are unambiguously laid down and
communicated.
• Improved performance should be rewarded by increase in remuneration and suitable
authority for value addition in future.
• Remuneration packages should strike a balance between fixed and incentive pay,
where applicable, reflecting short and long term performance objectives appropriate to the
Company’s working and goals.
• Following criteria are also to be considered:-
- Responsibilities and duties;
- Time & efforts devoted;
- Value addition;
- Profitability of the Company & growth of its business;
- Analyzing each and every position and skills for fixing the remuneration yardstick ;
- Standards for certain functions where there is a scarcity of qualified resources.
- Ensuring tax efficient remuneration structures.
- Ensuring that remuneration structure is simple and that the cost to the Company (CTC)
is not shown inflated and the effective take home remuneration is not low.
- Other criteria as may be applicable.
• Consistent application of remuneration parameters across the organisation.
• Provisions of law with regard making payment of remuneration, as may be
applicable, are complied.
• Whenever, there is any deviation from the Policy, the justification /reasons
should also be indicated / disclosed adequately.
REVIEW
The policy shall be reviewed by the Nomination & Remuneration Committee and the
Board, from time to time as may be necessary.
Annexure-E
TO DIRECTORS’ REPORT
CORPORATE SOCIAL RESPONSIBILITY POLICY
[PURSUANT TO SECTION 135 OF THE COMPANIES ACT, 2013]
1. CONCEPT & CONTEXT
The purpose of this policy is to ensure Gallantt Ispat Limited ("GIL" or the
"Company"), affiliates and associated companies; consistently operate in a
manner that minimises detrimental impacts to society and the environment. Corporate Social
Responsibility (CSR) has always been on the agenda of the Company. Pursuant to Section 135
of the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules,
2014 every Company having New Worth of Rs. 500 Crores or more or Turnover of Rs. 1,000
Crore or more or Net Profit of Rs. 5 Crore or more shall constitute Corporate Social
Responsibility Committee (‘CSR Committee’) and CSR Committee shall formulate and
recommend Policy.
The CSR Committee so constituted formulated Policy on Corporate Social Responsibility
(CSR Policy) and recommended the same to the Board of Directors of the Company
(‘Board’) for its approval. The Board of Directors (the "Board") of
Gallantt Ispat Limited acting upon the recommendation of its Directors and CSR Committee,
has adopted the following policy and procedures with regard to the Company’s Social
Responsibility:
CORPORATE SOCIAL RESPONSIBILITY PHILOSOPHY
GIL’s continual aspirations to achieve and surpass the highest standards of
conduct and corporate social responsibility are essential components of how we measure our
success. GIL strives to be a socially responsible company and strongly believes in
development which is beneficial for the society at large. This policy clearly sets forth
GIL’s social responsibility objectives and provides guidance on the social
responsibilities of all individuals associated with the GIL. GIL’s primary
responsibility is to ensure the long-term success of the Gallantt Group through the
adoption and management of good corporate social behaviour.
OBJECTIVES OF THE POLICY
The objective of this Policy is to set guiding principles for carrying out CSR
activities by the Company and also to set up process of execution, implementation and
monitoring of the CSR activities to be undertaken by the Company. The Policy shall be read
in line with Section 135 of the Companies Act, 2013, Companies (Corporate Social
Responsibility Policy) Rules, 2014 and such other rules, regulations, circulars and
notifications (collectively referred hereinafter as ‘Regulations’) as may be
applicable and as amended from time to time and will, inter-alia provide the following:
• Establishing a guideline for compliance with the provisions of Regulations to
dedicate a percentage of Company’s profits for social projects.
• Ensuring the implementation of CSR initiatives in letter and spirit through
appropriate procedures and reporting.
• Creating opportunities for employees to participate in socially responsible
initiatives.
DEFINITIONS
"Act" means the Companies Act, 2013;
"Corporate Social Responsibility" means Corporate Social Responsibility (CSR)
as defined in Section 135 of the Companies Act, 2013 and Companies Corporate Social
Responsibility Policy) Rules, 2014; "Ministry" means the Ministry of Corporate
Affairs; "Net Profit" means net profit as defined in Section 135 of the
Companies Act, 2013 and Companies Corporate Social Responsibility Policy) Rules, 2014 as
set out below: Net Profit as per its financial statement prepared in accordance with the
applicable provisions of the Act, but shall not include the following, namely :-
(i) any profit arising from any overseas branch or branches of the company, whether
operated as a separate company or otherwise; and
(ii) any dividend received from other companies in India, which are covered under and
complying with the provisions of section 135 of the Act: Words and expressions used in
this CSR Policy and not defined herein but defined in the Act shall have the meaning
respectively assigned to them in the Act.
LIST OF CSR PROJECTS/PROGRAMS/ACTIVITIES
The policy recognizes that corporate social responsibility is not merely compliance; it
is a commitment to support initiatives that measurably improve the lives of
underprivileged by one or more of the following focus areas as notified under Section 135
of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules,
2014: The activities involve the following :
• Eradicating hunger, poverty and malnutrition, promoting preventive health care
and sanitation and making available safe drinking water;
• Promoting education, including special education and employment enhancing
vocation skills especially among children, women, elderly, and the differently abled and
livelihood enhancement projects;
• Promoting gender equality, empowering women, setting up homes and hostels for
women and orphans; setting up old age homes, day care centres and such other facilities
for senior citizens and measures for reducing inequalities faced by socially and
economically backward groups;
• Ensuring environmental sustainability, ecological balance, protection of flora
and fauna, animal welfare, agro forestry, conservation of natural resources and
maintaining quality of soil, air and water;
• Protection of national heritage, art and culture including restoration of
buildings and sites of historical importance and works of art, setting up public
libraries, promotion and development of traditional arts and handicrafts;
• Measures for the benefit of armed forces veterans, war widows and their
dependents;
• Training to promote rural sports, nationally recognized sports, paralympic
sports and Olympic sports;
• Contribution to the Prime Ministers’ National Relief Fund or any other fund
set up by the Central Government for socio-economic development and relief and welfare of
the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
• Contributions or funds provided to technology incubators located within academic
institution which are approved by the Central Government;
• Rural development projects.
• Any other activities in relation of the above and all other activities which
forms part of CSR as per Schedule VII of the Act as amended from time to time.
AREA OF ACTIVITY
The Act provides that the Company shall give preference to the local area and areas
around it where it operates, for spending the amount earmarked for CSR. The
Company will thus give preference to conducting CSR activities in the State of Uttar
Pradesh, Bihar, West Bengal and such other state(s) in India wherein the Company has/will
have its operations. However, the Committee may identify such areas other than stated
above, as it may deem fit, and recommend it to the Board for undertaking CSR activities.
FUNDING AND QUANTUM OF AMOUNT FOR CSR
The Company would spend not less than 2% of the average Net Profits of the Company made
during the three immediately preceding financial years. The surplus arising out of the CSR
activity will not be part of business profits of the Company. The corpus would thus
include 2% of average net profits, as aforesaid, any income arising therefrom and surplus
arising out of CSR activities. The Company may build CSR capacities of its personnel
and/or those of its implementing agencies through Institutions with established track
records of at least three financial years but such expenditure shall not exceed five
percent of total CSR expenditure of the Company in one financial year.
However, if the Company ceases to be covered under sub-section (1) of Section 135 of
the Act for three financial years, then it shall not be required to, comply with the
provisions laid down under sub-section (2) to (5) of the said section, till such time it
meets the criteria specified in sub-section (1) of the Act.
THE PROCESS TO MONITOR SUCH PROJECTS OR PROGRAMS
The CSR Committee of the Board of Directors of the Company shall approve to the Board
of Directors the projects and activities to be undertaken by the Company out of the
activities stated hereinabove as per Schedule VII of the Companies Act, 2013. The CSR
Committee shall recommend from time to time the amount of expenditure to be incurred on
the activities referred to hereinabove and to monitor the Corporate Social Responsibility
Policy of the company from time to time.
The CSR Committee, shall prepare a transparent monitoring mechanism for ensuring
implementation of the projects / programmes / activities to be undertaken by the Company.
The CSR Committee shall have the authority to obtain professional advice from external
sources and have full access to information contained in the records of the Company as
well as the powers to call any employee / external consultant or such other person(s) and
for such purpose as may be deemed expedient for the purpose of accomplishments of overall
CSR objectives laid down under the Act.
Appropriate documentation and amendments of the
CSR Policy, annual CSR activities, reports on execution by CSR Partner(s) and
expenditures will be undertaken on a regular basis and the same will be available to the
Board of Directors of the Company.
Initiatives undertaken on the CSR front will be reported in the Annual Report of the
Company.
The CSR Committee and persons / entities authorised by it will conduct the due
diligence checks on the current projects/partners on a quarterly basis and report
anomalies, if any, immediately.
THE PROCEDURES
1. As per the Regulations the Company will set aside, for annual CSR activities, an
amount equal to 2% of the average Net Profits of the Company made during the three
immediately preceding financial years. Any unutilised CSR allocation of a particular year
will be carried forward to the following year, i.e. the CSR budget will be non-lapsable in
nature.
Provided that all reasonable efforts will be made to ensure that the annual CSR
allocation is fully utilized in the respective year. However, if the Company fails to
spend such amount, the Board of Directors shall, in its report under clause (o) of
subsection (3) of section 134 of the Act, shall specify the reasons for not spending the
amount.
2. Annexure III contains the details of the proposed expenditure for respective
Financial Year, towards CSR activities. The same shall be amended annually according to
the Financial Year after the review by the Committee or at such time, as the Committee may
deem fit.
3. Tax treatment of CSR spend will be in accordance with the Income Tax Act, 1961 as
may be notified by Central Board of Direct Taxes (CBDT).
PLANNING AND IMPLEMENTATION
• For the purpose of focusing its efforts in a continued and effectives, Education
and Literacy Enhancement is identified as a main thrust area, besides other activities
permitted under the Regulations.
• A list of CSR projects / programmes which the Company plans to undertake during
the implementation year will be laid down before the Committee at the beginning of each
year, specifying modalities of execution in the areas/ sectors chosen and implementation
schedules for the same.
• Identification of projects and the executing agency/NGO will be made, inter
alia, by assessing the following:
1. Project Objectives
2. Baseline Survey – As-is and To-be state basis, accordingly the outcome of the
project will be measured.
3. Implementation Schedules – Timelines for milestones of the project will need to
be prescribed and agreed upon.
4. Responsibilities and authorities.
5. Major results expected and measurable outcome including the expenses/charges ratio
as against the actual CSR spend.
• If the Company decides to set up a Trust or Section 8 Company, or Society or
Foundation or any other form of entity operating within India to facilitate implementation
of its CSR activities in accordance with its stated CSR Policy, the following shall apply:
a. The Company would need to specify the projects/programmes to be undertaken by such
an organization, for utilizing funds provided to it;
b. The Company shall establish a monitoring mechanism to ensure that the allocation is
spent for the intended purpose only.
• The Company may also conduct/implement its CSR programmes through Trusts,
Societies, or Section 8 Companies operating in India, which are not set up by the Company
itself, herein collectively referred to as ‘CSR Partner(s)’.
• Such spends may be included as part of its prescribed CSR spend only if such
organizations have an established track record of at least three years in carrying on
activities in related areas.
• Company may collaborate or pool resources with other companies to undertake CSR
activities within India. Only activities which are not for the benefit of employees of the
company or their family members shall be considered as CSR activity.
• CSR Committee in consultation with the Board of Directors of the Company will
identify suitable projects for implementation in line with the objectives of the Company
and requirements laid down under the Regulations. These projects would be executed either
directly by the Company and /or through CSR Partner(s).
• While identifying projects, CSR Committee will assess CSR Partner(s)
organizations who would execute the projects at the grass root level. At a minimum they
need to meet the following criteria:
i. The CSR Partner(s) has a permanent office/address in India;
ii. The CSR Partner(s) is a Trusts, Societies, or Section 8 Company having an
established track record of three years in undertaking similar CSR programmes or projects
in pursuance with the relevant regulations;
iii. Possesses a valid income-tax Exemption Certificate
iv. The antecedents of the CSR Partner are verifiable
v. Have requisite framework to report progress/status of the projects on a quarterly
basis on agreed parameters.
vi. Maintain a required level of auditable records on the CSR initiatives conducted in
conjunction with GIL as agreed mutually.
REVIEW AND REPORTING
The CSR Committee will review the philanthropic activities of the Company and will
provide progress update to the Board of Directors every six months / such other intervals
as deemed fit.
The Company will report in the prescribed format, the details of CSR initiatives and
activities of the Company in the Directors’ Report and on the website of the Company,
as required under the Regulations. Such reporting will be done, pertaining to financial
year(s) commencing on or after the 1st day of April, 2014.
AMENDMENTS TO THE POLICY
The Board of Directors on its own and / or as per the recommendations of CSR Committee
can amend this policy, as and when required as deemed fit. Any or all provisions of the
CSR Policy would be subject to revision/ amendment in accordance with the Regulations on
the subject as may be issued from relevant statutory authorities, from time to time.
Annexure-F
TO DIRECTORS’ REPORT
ANNUAL REPORT ON CSR ACTIVITIES
1. Brief outline of the Company’s CSR Policy, including overview of projects or
programs proposed to be undertaken and a reference to the web-link to the CSR Policy and
projects or programs. : CSR Policy is available at website www.gallantt.com and also
attached herewith.
2. Composition of the CSR Committee : Mr. Jyotirindra Nath Dey, Chairman, Mr. Chandra
Prakash Agrawal and Mr. Prem Prakash Agrawal
3. Average net profit of the Company for the last three financial years: Rs
1,972.94 Lacs.
4. Prescribed CSR expenditure (2% of the average net profit of the company for the last
3 financial years): Rs 39.46 lacs.
5. Details of CSR spent during the financial year. a) Total amount to be spent for the
financial year : Rs 40 Lacs. b) Amount unspent, if any,: NIL c) Manner in which the
amount spent during the financial year is detailed below:
| Sl. No |
CSR Project or activity identified |
Sector in which the project is covered |
Project or programs 1. Local area or other 2.Specify the State and District where
projects or programs were undertaken |
Amount outlay (Budget project or programs wise) |
Amount spent on the projects or programs Sub-heads: 1. Direct Expenditure on projects
or programs 2. Overheads |
Cumulative expenditure up to the reporting period |
Amount spent: Direct or through implementing agency (give details of implementing
agency) |
| 1. |
The company is promoting Rural Education for economically weaker sections through
MAITRI NGO |
Promoting Education, Health, Rural Safe Drinking Water, Orphanage, Rural Self
Employment etc. |
Programme is undertaken in the backward area of state of Jharkhand, through local NGO. |
An amount of Rs 40.00 Lacs has been paid for the programme and the CSR
Committee of the Company is monitoring the actual expenditure and surplus, if any. |
Rs 40.00 Lacs |
|
Amount has been contributed to the following implementing agency: MAITRI (NGO) for the
Financial Year 2014-15 Brindavan Hospital Campusranchi Road, P.O.- Marar, District –
Ramgarh, Pin – 829117. Jharkhand. |
6. In case the company has failed to spend the two percent of the average net profit of
the last three financial years or any part thereof, the reasons for not spending the
amount. : Company has contributed the amount for the project but the amount was not spent
by the NGO. However, the CSR Committee is monitoring the entire process.
7. The CSR Committee of the Company hereby confirms that the implementation and
monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.
|
For CSR Committee, GALLANTT ISPAT LIMITED |
|
Jyotirindra Nath Dey |
| Place: Kolkata |
Chairman of CSR Committee & Director |
| Date: 28.08.2015 |
(DIN: 00180925) |
Annexure - G
TO DIRECTORS’ REPORT
FORM NO. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2015
[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, GALLANTT ISPAT
LIMITED, 1, Crooked Lane, Second Floor, Room Nos. 222 & 223, Kolkata – 700069
1. We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by M/s. Gallantt Ispat Limited,
(hereinafter called the company). Secretarial Audit was conducted based on records made
available to us, in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing our opinion/understanding thereon.
2. Based on our verification of the Company’s books, papers, minute books, forms
and returns filed and other records maintained by the Company and made available to us and
also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we, on strength of those records,
and information so provided, hereby report that in our opinion and understandings, the
Company has, during the audit period covering the financial year ended on March 31, 2015,
appears to have complied with the statutory provisions listed hereunder and also in our
limited review, that the Company has proper and required Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter.
We have examined the books, papers, minutes’ book, forms and returns filed and
other records maintained by the Company and made available to us, for the financial year
ended on March 31, 2015 according to the applicable provisions of: i) The
Companies Act, 2013 (the Act) and the rules made thereunder and the Companies Act, 1956
and the rules made thereunder as applicable;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules
made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv) The following Regulations and Guidelines prescribed under the Securities and
exchange Board of India Act, 1992(‘SEBI ACT’):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
1998;
v) Related Laws governing manufacturing and sale of Steel, Power and Agro and the rules
made thereunder and we have examined the systems and processes in place to ensure
compliance with general laws like labour laws, competition law, environmental laws etc.,
considering and relying upon representations made by the Company and its Officers for
systems and mechanism formed by the Company for compliances under these laws and other
applicable sector specific Acts, Laws and Regulations applicable to the Company and its
observance by them.
We have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.
ii) The Listing Agreements entered into by the Company with National Stock Exchange
Limited and BSE Limited.
During the year under review, the Company has generally complied with the applicable
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that the related documents that we have come across depict, that the
Board of Directors of the Company is constituted as applicable with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors and the changes in
the composition of the Board of Directors that took place during the year under review
were carried out in compliance with the provisions of the Act and adequate notice is given
to all directors to schedule the Board Meetings, agenda and detailed 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 and majority decision is carried through while the dissenting
members’ views are captured and recorded as part of the minutes.
We further report that there appear to be 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.
We further report that during the audit year the Company has sought the approval of its
members for:
• Borrowing money, where the money to be borrowed together with the money already
borrowed may exceed the paid up capital and free reserves of the company but shall not
exceed Rs. 250 Crores under Section 180(1)(c) of the Companies Act, 2013;
• Creating / modifying any mortgage, hypothecation or other charge or encumbrance
over the whole or substantially the whole of the Company’s undertaking and properties
and assets of the Company which borrowings and facilities together with the existing ones
shall not exceed an aggregate limit of Rs 250 Crores under Section 180(1)(a) of the
Companies Act, 2013.
• Alteration of Articles of Association of the Company.
• Appointment fo Mrs. Madhu Agrawal under Section 188 of the Companies Act, 2013.
• Approval of the Scheme of Amalgamation of Gallantt Udyog Limited with the
Company.
We further report that our Audit is subjected only to verifying adequacy of systems and
procedures that are in place for ensuring proper compliance by the Company and we are not
responsible for any lapses in those compliances on the part of the Company.
|
Anurag Fatehpuria |
| Place: Kolkata |
Company Secretary |
| Date: 28.08.2015 |
ACS 34471; CP No. 12855 |
This Report is to be read with our testimony of even date which is annexed as Annexure
A and forms an integral part of this report.
Annexure A
To
The Members,
GALLANTT ISPAT LIMITED
Our report of even date it to be read along with this supplementary testimony.
a. Maintenance of secretarial record is the responsibility of the Management of the
Company. Our responsibility is to express an opinion on these secretarial records based on
our audit.
b. We have followed the audit practices and processed we were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial records. The
verification was done on a test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices we followed provide a
reasonable basis for our opinion.
c. We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the Company. d. Whereever required, we have obtained Management
representation about the compliance of laws, rules and regulations and happenings of
events etc.
e. The Compliance of the provisions of Corporate and other applicable laws, rules and
regulations, standards is the responsibility of management. Our examination was limited to
the verification of procedures on test basis.
f. The Secretarial Audit is neither an assurance as to the future viability of the
company nor of the efficacy or effectiveness with which the management conducted the
affairs of the Company.
|
Anurag Fatehpuria |
| Place: Kolkata |
Company Secretary |
| Date: 28.08.2015 |
ACS 34471; CP No. 12855 |
ANNEXURE-H
TO DIRECTORS’ REPORT
FORM NO. MGT-9
Extract of Annual Return as on the financial period ended on 31st March 2015.
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
| CIN |
L27109WB2005PLC101650 |
| Registration Date |
11/02/2015 |
| Name of the Company |
GALLANTT ISPAT LIMITED |
| Category /Sub-Category of the Company |
Public Company limited by Shares/Indian Non-Government |
|
Company |
| Address |
1, Crooked Lane, Second Floor, Room Nos. 222 & 223, Kolkata – 700069. |
|
Telefax: 033-40642189 |
| Whether listed Company |
Yes |
| Name, Address and Contact details of |
Registrars & Share Transfer Agents |
| Registrar and Transfer Agent, if any |
Niche Technologies Pvt. Ltd. D-511, Bagree Market, 71, B.R.B. Basu Road Kolkata- 700
001 |
|
Ph.: 033-22357270/7271/3070/2234 |
|
Fax: 033-22156823 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the
company shall be stated:
| Sr. No. |
Name and Description of Main Product /Services |
NIC Code of the Product |
% to total turnover of the company |
| 1 |
Steel |
2410 |
57.4 |
| 2 |
Agro |
1061 |
37.3 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
| S.N. |
Name and Address of the Company |
CIN/GIN |
Holding Subsidiary/ |
% of Shares |
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 31-March-2014] |
No. of Shares held at the beginning of the year [As
on 31-March- 2015] |
|
|
Demat |
Physical |
Total |
% of |
Demat |
Physical |
Total |
% of Total Shares |
% Change during the year |
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
| A. PROMOTERS |
|
|
|
|
|
|
|
|
|
| (1) Indian |
|
|
|
|
|
|
|
|
|
| a) Individual / HUF |
4612547 |
- |
4612547 |
15.760 |
5283694 |
- |
5283694 |
18.054 |
2.294 |
| b) Centran Government |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| c) State Government |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| d) Bodies Corporate |
15747584 |
- |
15747584 |
53.808 |
15747584 |
- |
15747584 |
53.808 |
0.000 |
| e) Banks / Financial Institutions |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| f) Any Other |
|
|
|
|
|
|
|
|
|
| Sub-total (A)(1) |
20360131 |
- |
20360131 |
69.568 |
21031278 |
- |
21031278 |
71.861 |
2.293 |
| Category of Shareholders |
No. of Shares held at the beginning of the year [As
on 31-March-2014] |
No. of Shares held at the beginning of the year [As
on 31-March- 2015] |
|
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
% Change during the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (2) Foreign |
|
|
|
|
|
|
|
|
|
| a) NRIs - Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| b) Other - Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| c) Bodies Corporate |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| d) Banks / Financial Institutions |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| e) Any Other |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Sub-total (A)(2) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Total Shareholding of Promoter (A) =(A)(1)+(A)(2) |
20360131 |
- |
20360131 |
69.568 |
21031278 |
- |
21031278 |
71.861 |
2.293 |
| B. PUBLIC SHAREHOLDING |
|
|
|
|
|
|
|
|
|
| (1) Institutions |
|
|
|
|
|
|
|
|
|
| a) Mutual Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| b) Banks / Financial Institutions |
- |
- |
- |
- |
100 |
- |
100 |
- |
- |
| c) Central Governments |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| d) State Governments |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| e) Venture Capital Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| f) Insurance Companies |
|
|
|
|
|
|
|
|
|
| g) Foreign Institutional Investors (FII) |
1325145 |
- |
1325145 |
4.528 |
1274645 |
- |
1274645 |
4.355 |
-0.173 |
| h) Foreign Venture Capital Funds |
|
|
|
|
|
|
|
|
|
| i) Others (Specify) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Sub-total (B)(1) |
1325145 |
- |
1325145 |
4.528 |
1274745 |
- |
1274745 |
4.356 |
-0.172 |
| (2) Non-Institutions |
|
|
|
|
|
|
|
|
|
| a) Bodies Corporate |
|
|
|
|
|
|
|
|
|
| i) Indian |
4242850 |
- |
4242850 |
14.497 |
5715722 |
- |
5715722 |
19.530 |
5.033 |
| ii) Overseas |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| b) Individuals |
|
|
|
|
|
|
|
|
|
| i) Individual shareholders hold- ing nominal share capital upto Rs 1 lakh |
131495 |
6 |
131501 |
0.449 |
99584 |
7 |
99591 |
0.340 |
-0.109 |
| ii) Individual shareholders hold- ing nominal share capital in excess of Rs 1
lakh |
1719525 |
- |
1719525 |
5.875 |
140296 |
- |
140296 |
0.479 |
-5.396 |
| c) Others Specify |
|
|
|
|
|
|
|
|
|
| 1. NRI |
1310511 |
- |
1310511 |
4.478 |
972036 |
- |
972036 |
3.321 |
-1.157 |
| 2. Overseas Corporate Bodies |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| 3. Foreign Nationals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| 4. Clearing Members |
176842 |
- |
176842 |
0.604 |
32837 |
- |
32837 |
0.112 |
-0.492 |
| 5. Trusts |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| 6. Foreign Bodies - D.R. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Sub-total (B)(2) |
7581223 |
6 |
7581229 |
25.904 |
6960475 |
7 |
6960482 |
23.783 |
-2.121 |
| Total Public Shareholding (B) = (B) (1)+(B)(2) |
8906368 |
6 |
8906374 |
30.432 |
8235220 |
7 |
8235227 |
28.139 |
-2.293 |
| C. Shares held by Custodian for GDRs & ADRs |
|
|
|
|
|
|
|
|
|
| GRAND TOTAL (A+B+C) |
29266499 |
6 |
29266505 |
100.000 |
29266498 |
7 |
29266505 |
100.000 |
0.000 |
ii. Shareholding of Promoters
| Sl No. |
Shareholder’s Name |
Shareholding at the beginning of the year |
Shareholding at the end of the year |
|
|
|
No. of Shares |
% of total shares of the company |
% of Shares Pledged/en- cumbered to total shares |
No. of Shares |
% of total shares of the company |
% of Shares Pledged/en- cumbered to total shares |
% of change in sharehold- ing during the year |
| 1 |
CHANDRA PRAKASH AGARWAL |
3112000 |
10.633 |
0.000 |
4220249 |
14.420 |
0.000 |
3.787 |
| 2 |
CHANDRA PRAKASH AGRAWAL HUF |
630000 |
2.153 |
0.000 |
630000 |
2.153 |
0.000 |
0.000 |
| 3 |
GALLANTT METAL LIMITED |
5501992 |
18.800 |
0.000 |
5501992 |
18.800 |
0.000 |
0.000 |
| 4 |
GALLANTT UDYOG LIMITED |
10245592 |
35.008 |
0.000 |
10245592 |
35.008 |
0.000 |
0.000 |
| 5 |
MADHU AGARWAL |
33333 |
0.114 |
0.000 |
30000 |
0.103 |
0.000 |
-0.011 |
| 6 |
NITIN MAHAVIR KANDOI |
80000 |
0.273 |
0.000 |
50000 |
0.171 |
0.000 |
-0.102 |
| 7 |
PREM PRAKASH AGARWAL |
33333 |
0.114 |
0.000 |
33333 |
0.114 |
0.000 |
0.000 |
| 8 |
SANTOSH KUMAR AGARWAL |
25000 |
0.085 |
0.000 |
25000 |
0.085 |
0.000 |
0.000 |
| 9 |
SHYAMA AGRAWAL |
247481 |
0.846 |
0.000 |
105314 |
0.360 |
0.000 |
-0.486 |
| 10 |
UMA AGARWAL |
451400 |
1.542 |
0.000 |
189798 |
0.649 |
0.000 |
-0.893 |
|
T O T A L |
20360131 |
69.568 |
0.000 |
21031278 |
71.861 |
0.000 |
2.293 |
iii. Change in Promoter’s Shareholding
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
| 1 CHANDRA PRAKASH AGARWAL |
|
|
|
|
| a) At the Begining of the Year |
3112000 |
10.633 |
|
|
| b) Changes during the year |
|
|
|
|
| Date Reason |
|
|
|
|
| 31/10/2014 Transfer |
1108249 |
3.787 |
4220249 |
14.420 |
| c) At the End of the Year |
|
|
4220249 |
14.420 |
| 2 CHANDRA PRAKASH AGRAWAL HUF |
|
|
|
|
| a) At the Begining of the Year |
630000 |
2.153 |
|
|
| b) Changes during the year |
[NO CHANGES DURING THE YEAR] |
| c) At the End of the Year |
|
|
630000 |
2.153 |
| 3 GALLANTT METAL LIMITED |
|
|
|
|
| a) At the Begining of the Year |
5501992 |
18.800 |
|
|
| b) Changes during the year |
[NO CHANGES DURING THE YEAR] |
| c) At the End of the Year |
|
|
5501992 |
18.800 |
| 4 GALLANTT UDYOG LIMITED |
|
|
|
|
| a) At the Begining of the Year |
10245592 |
35.008 |
|
|
| b) Changes during the year |
[NO CHANGES DURING THE YEAR] |
| c) At the End of the Year |
|
|
10245592 |
35.008 |
| 5 MADHU AGARWAL |
|
|
|
|
| a) At the Begining of the Year |
33333 |
0.114 |
|
|
| b) Changes during the year |
|
|
|
|
| Date Reason |
|
|
|
|
| 06/03/2015 Transfer |
-3333 |
0.011 |
30000 |
0.103 |
| c) At the End of the Year |
|
|
30000 |
0.103 |
| 6 NITIN MAHAVIR KANDOI |
|
|
|
|
| a) At the Begining of the Year |
80000 |
0.273 |
|
|
| b) Changes during the year |
|
|
|
|
| Date Reason |
|
|
|
|
| 16/01/2015 Transfer |
-30000 |
0.103 |
50000 |
0.171 |
| c) At the End of the Year |
|
|
50000 |
0.171 |
| 7 PREM PRAKASH AGARWAL |
|
|
|
|
| a) At the Begining of the Year |
33333 |
0.114 |
|
|
| b) Changes during the year |
[NO CHANGES DURING THE YEAR] |
| c) At the End of the Year |
|
|
33333 |
0.114 |
| 8 SANTOSH KUMAR AGARWAL |
|
|
|
|
| a) At the Begining of the Year |
25000 |
0.085 |
|
|
| b) Changes during the year |
[NO CHANGES DURING THE YEAR] |
| c) At the End of the Year |
|
|
25000 |
0.085 |
| 9 SHYAMA AGRAWAL |
|
|
|
|
| a) At the Begining of the Year |
247481 |
0.846 |
|
|
| b) Changes during the year |
|
|
|
|
| Date Reason |
|
|
|
|
| 01/08/2014 Transfer |
-3000 |
0.010 |
244481 |
0.835 |
| 08/08/2014 Transfer |
-36896 |
0.126 |
207585 |
0.709 |
| 17/10/2014 Transfer |
-15000 |
0.051 |
192585 |
0.658 |
| 24/10/2014 Transfer |
-33614 |
0.115 |
158971 |
0.543 |
| 31/10/2014 Transfer |
-32657 |
0.112 |
126314 |
0.432 |
| 21/11/2014 Transfer |
-21000 |
0.072 |
105314 |
0.360 |
| c) At the End of the Year |
|
|
105314 |
0.360 |
| 10 UMA AGARWAL |
|
|
|
|
| a) At the Begining of the Year |
451400 |
1.542 |
|
|
| b) Changes during the year |
|
|
|
|
| Date Reason |
|
|
|
|
| 08/08/2014 Transfer |
-2393 |
0.008 |
449007 |
1.534 |
| 17/10/2014 Transfer |
-15989 |
0.055 |
433018 |
1.480 |
| 24/10/2014 Transfer |
-30000 |
0.103 |
403018 |
1.377 |
| 31/10/2014 Transfer |
-66004 |
0.226 |
337014 |
1.152 |
| 21/11/2014 Transfer |
-16216 |
0.055 |
320798 |
1.096 |
| 09/01/2015 Transfer |
-3000 |
0.010 |
317798 |
1.086 |
| 13/02/2015 Transfer |
-10000 |
0.034 |
307798 |
1.052 |
| 27/02/2015 Transfer |
-38000 |
0.130 |
269798 |
0.922 |
| 06/03/2015 Transfer |
-55000 |
0.188 |
214798 |
0.734 |
| 13/03/2015 Transfer |
-25000 |
0.085 |
189798 |
0.649 |
| ) At the End of the Year |
|
|
189798 |
0.649 |
| TOTAL |
20360131 |
69.568 |
21031278 |
71.861 |
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and
Holder of GDRs and ADRs):
| Sl No. |
For Each of the Top 10 Shareholders |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
| 1 |
AAR COMMERCIAL COMPANY LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
2752281 |
9.404 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
09/05/2014 Transfer |
3000 |
0.010 |
2755281 |
9.414 |
|
24/10/2014 Transfer |
12000 |
0.041 |
2767281 |
9.455 |
|
31/10/2014 Transfer |
20974 |
0.072 |
2788255 |
9.527 |
|
09/01/2015 Transfer |
-25000 |
0.085 |
2763255 |
9.442 |
|
13/03/2015 Transfer |
-21693 |
0.074 |
2741562 |
9.368 |
|
c) At the End of the Year |
|
|
2741562 |
9.368 |
| 2 |
ASHUTOSH AGARWAL |
|
|
|
|
|
a) At the Begining of the Year |
272284 |
0.930 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
30/05/2014 Transfer |
-36701 |
0.125 |
235583 |
0.805 |
|
06/06/2014 Transfer |
-51675 |
0.177 |
183908 |
0.628 |
|
13/06/2014 Transfer |
-42869 |
0.146 |
141039 |
0.482 |
|
20/06/2014 Transfer |
-62685 |
0.214 |
78354 |
0.268 |
|
30/06/2014 Transfer |
-75852 |
0.259 |
2502 |
0.009 |
|
c) At the End of the Year |
|
|
2502 |
0.009 |
| 3 |
CAMELLIA TRADELINK PVT LTD |
|
|
|
|
|
a) At the Begining of the Year |
0 |
0.000 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
20/03/2015 Transfer |
342700 |
1.171 |
342700 |
1.171 |
|
27/03/2015 Transfer |
4 |
0.000 |
342704 |
1.171 |
|
c) At the End of the Year |
|
|
342704 |
1.171 |
| 4 |
ELARA INDIA OPPORTUNITIES FUND LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
1325145 |
4.528 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
19/09/2014 Transfer |
-25000 |
0.085 |
1300145 |
4.442 |
|
23/01/2015 Transfer |
-25500 |
0.087 |
1274645 |
4.355 |
|
c) At the End of the Year |
|
|
1274645 |
4.355 |
| 5 |
FAIRY DEALCOM PRIVATE LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
125000 |
0.427 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
25/07/2014 Transfer |
-125000 |
0.427 |
0 |
0.000 |
|
13/03/2015 Transfer |
125000 |
0.427 |
125000 |
0.427 |
|
27/03/2015 Transfer |
-125000 |
0.427 |
0 |
0.000 |
|
c) At the End of the Year |
|
|
0 |
0.000 |
| 6 |
KHETAN TRACON PRIVATE LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
134738 |
0.460 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
30/06/2014 Transfer |
-6000 |
0.021 |
128738 |
0.440 |
|
05/09/2014 Transfer |
-3000 |
0.010 |
125738 |
0.430 |
|
12/09/2014 Transfer |
-2000 |
0.007 |
123738 |
0.423 |
|
14/11/2014 Transfer |
-216 |
0.001 |
123522 |
0.422 |
|
21/11/2014 Transfer |
-25000 |
0.085 |
98522 |
0.337 |
|
09/01/2015 Transfer |
-10000 |
0.034 |
88522 |
0.302 |
|
20/03/2015 Transfer |
-3000 |
0.010 |
85522 |
0.292 |
|
27/03/2015 Transfer |
3000 |
0.010 |
88522 |
0.302 |
|
c) At the End of the Year |
|
|
88522 |
0.302 |
| 7 |
LILY RETAILERS PVT. LTD. |
|
|
|
|
|
a) At the Begining of the Year |
0 |
0.000 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
31/03/2015 Transfer |
354913 |
1.213 |
354913 |
1.213 |
|
c) At the End of the Year |
|
|
354913 |
1.213 |
| 8 |
MAGNETIC BARTER PRIVATE LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
199016 |
0.680 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
16/05/2014 Transfer |
42500 |
0.145 |
241516 |
0.825 |
|
30/06/2014 Transfer |
72914 |
0.249 |
314430 |
1.074 |
|
04/07/2014 Transfer |
9948 |
0.034 |
324378 |
1.108 |
|
11/07/2014 Transfer |
2735 |
0.009 |
327113 |
1.118 |
|
18/07/2014 Transfer |
13500 |
0.046 |
340613 |
1.164 |
|
25/07/2014 Transfer |
54000 |
0.185 |
394613 |
1.348 |
|
01/08/2014 Transfer |
16000 |
0.055 |
410613 |
1.403 |
|
15/08/2014 Transfer |
1000 |
0.003 |
411613 |
1.406 |
|
31/10/2014 Transfer |
3300 |
0.011 |
414913 |
1.418 |
|
23/01/2015 Transfer |
2000 |
0.007 |
416913 |
1.425 |
|
13/03/2015 Transfer |
-62000 |
0.212 |
354913 |
1.213 |
|
31/03/2015 Transfer |
-354913 |
1.213 |
0 |
0.000 |
|
c) At the End of the Year |
|
|
0 |
0.000 |
| 9 |
MRIGAYA TRADELINK PVT. LTD. |
|
|
|
|
|
a) At the Begining of the Year |
0 |
0.000 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
20/03/2015 Transfer |
534840 |
1.827 |
534840 |
1.827 |
|
c) At the End of the Year |
|
|
534840 |
1.827 |
| 10 |
NIHON IMPEX PRIVATE LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
0 |
0.000 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
27/03/2015 Transfer |
291540 |
0.996 |
291540 |
0.996 |
|
c) At the End of the Year |
|
|
291540 |
0.996 |
| 11 |
PARAMSHAKTI VINIMAY PRIVATE LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
0 |
0.000 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
11/04/2014 Transfer |
158306 |
0.541 |
158306 |
0.541 |
|
02/05/2014 Transfer |
4000 |
0.014 |
162306 |
0.555 |
|
16/05/2014 Transfer |
2999 |
0.010 |
165305 |
0.565 |
|
30/05/2014 Transfer |
2000 |
0.007 |
167305 |
0.572 |
|
13/06/2014 Transfer |
23500 |
0.080 |
190805 |
0.652 |
|
11/07/2014 Transfer |
101595 |
0.347 |
292400 |
0.999 |
|
18/07/2014 Transfer |
10853 |
0.037 |
303253 |
1.036 |
|
25/07/2014 Transfer |
61000 |
0.208 |
364253 |
1.245 |
|
15/08/2014 Transfer |
27700 |
0.095 |
391953 |
1.339 |
|
05/09/2014 Transfer |
297 |
0.001 |
392250 |
1.340 |
|
19/09/2014 Transfer |
3 |
0.000 |
392253 |
1.340 |
|
07/11/2014 Transfer |
1500 |
0.005 |
393753 |
1.345 |
|
13/03/2015 Transfer |
-40000 |
0.137 |
353753 |
1.209 |
|
c) At the End of the Year |
|
|
353753 |
1.209 |
| 12 |
SHYAM MANOHAR AGRAWAL |
|
|
|
|
|
a) At the Begining of the Year |
1019180 |
3.482 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
18/04/2014 Transfer |
-9860 |
0.034 |
1009320 |
3.449 |
|
20/06/2014 Transfer |
-9320 |
0.032 |
1000000 |
3.417 |
|
30/06/2014 Transfer |
-1000000 |
3.417 |
0 |
0.000 |
|
17/10/2014 Transfer |
1108249 |
3.787 |
1108249 |
3.787 |
|
31/10/2014 Transfer |
-1108249 |
3.787 |
0 |
0.000 |
|
c) At the End of the Year |
|
|
0 |
0.000 |
| 13 |
SUSHEEL KUMAR SARAFF |
|
|
|
|
|
a) At the Begining of the Year |
741317 |
2.533 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
25/07/2014 Transfer |
-28000 |
0.096 |
713317 |
2.437 |
|
01/08/2014 Transfer |
-83000 |
0.284 |
630317 |
2.154 |
|
08/08/2014 Transfer |
-6000 |
0.021 |
624317 |
2.133 |
|
30/09/2014 Transfer |
-19888 |
0.068 |
604429 |
2.065 |
|
31/10/2014 Transfer |
-18000 |
0.062 |
586429 |
2.004 |
|
21/11/2014 Transfer |
-10000 |
0.034 |
576429 |
1.970 |
|
28/11/2014 Transfer |
-15000 |
0.051 |
561429 |
1.918 |
|
09/01/2015 Transfer |
-5000 |
0.017 |
556429 |
1.901 |
|
16/01/2015 Transfer |
-20155 |
0.069 |
536274 |
1.832 |
|
23/01/2015 Transfer |
-80000 |
0.273 |
456274 |
1.559 |
|
30/01/2015 Transfer |
-48000 |
0.164 |
408274 |
1.395 |
|
27/03/2015 Transfer |
-5000 |
0.017 |
403274 |
1.378 |
|
c) At the End of the Year |
|
|
403274 |
1.378 |
| 14 |
TASSEL VINCOM PRIVATE LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
161500 |
0.552 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
11/04/2014 Transfer |
5000 |
0.017 |
166500 |
0.569 |
|
02/05/2014 Transfer |
3000 |
0.010 |
169500 |
0.579 |
|
16/05/2014 Transfer |
51309 |
0.175 |
220809 |
0.754 |
|
23/05/2014 Transfer |
1900 |
0.006 |
222709 |
0.761 |
|
30/05/2014 Transfer |
2000 |
0.007 |
224709 |
0.768 |
|
06/06/2014 Transfer |
7000 |
0.024 |
231709 |
0.792 |
|
20/06/2014 Transfer |
40550 |
0.139 |
272259 |
0.930 |
|
30/06/2014 Transfer |
13000 |
0.044 |
285259 |
0.975 |
|
04/07/2014 Transfer |
3353 |
0.011 |
288612 |
0.986 |
|
11/07/2014 Transfer |
61121 |
0.209 |
349733 |
1.195 |
|
18/07/2014 Transfer |
22443 |
0.077 |
372176 |
1.272 |
|
25/07/2014 Transfer |
35000 |
0.120 |
407176 |
1.391 |
|
01/08/2014 Transfer |
23728 |
0.081 |
430904 |
1.472 |
|
08/08/2014 Transfer |
6000 |
0.021 |
436904 |
1.493 |
|
31/10/2014 Transfer |
2000 |
0.007 |
438904 |
1.500 |
|
23/01/2015 Transfer |
1800 |
0.006 |
440704 |
1.506 |
|
13/03/2015 Transfer |
-23000 |
0.079 |
417704 |
1.427 |
|
20/03/2015 Transfer |
-417700 |
1.427 |
4 |
0.000 |
|
27/03/2015 Transfer |
-4 |
0.000 |
0 |
0.000 |
|
c) At the End of the Year |
|
|
0 |
0.000 |
| 15 |
VIJAY KUMAR SARAFF |
|
|
|
|
|
a) At the Begining of the Year |
567000 |
1.937 |
|
|
|
b) Changes during the year |
[NO CHANGES DURING THE YEAR] |
|
c) At the End of the Year |
|
|
567000 |
1.937 |
| 16 |
WINDFLOWER SALES LIMITED |
|
|
|
|
|
a) At the Begining of the Year |
125000 |
0.427 |
|
|
|
b) Changes during the year |
|
|
|
|
|
Date Reason |
|
|
|
|
|
12/12/2014 Transfer |
-15000 |
0.051 |
110000 |
0.376 |
|
27/03/2015 Transfer |
139999 |
0.478 |
249999 |
0.854 |
|
c) At the End of the Year |
|
|
249999 |
0.854 |
|
TOTAL |
7422461 |
25.362 |
7205254 |
24.619 |
v. Shareholding of Directors and Key Managerial Personnel:
| Sl No. |
|
Shareholding at the beginning of the year
(01.04.2014) |
Cumulative Shareholding during the year (01.04.2014 -
31.03.2015) |
|
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
| 1 |
Chandra Prakash Agrawal |
|
|
|
|
| At the beginning |
3112000 |
10.633 |
3112000 |
10.633 |
| Date wise Increase/Decrease in |
1108249 |
3.787 |
4220249 |
14.420 |
| Shareholding during the year specifying reason |
Acquisition pursuant to transfer under will on 29-10-2014. |
|
|
|
| At the end of the year |
4220249 |
14.420 |
4220249 |
14.420 |
| 2 |
Prem Prakash Agrawal |
|
|
|
|
| At the beginning of the year |
33333 |
0.114 |
33333 |
0.114 |
| Datewise Increase/ Decrease in |
- |
- |
- |
- |
| Shareholding during the year |
|
|
|
|
| At the end of the year |
33333 |
0.114 |
33333 |
0.114 |
| 3 |
Santosh Kumar Agrawal |
|
|
|
|
| At the beginning of the year |
25000 |
0.085 |
25000 |
0.085 |
| Datewise Increase/ |
- |
- |
- |
- |
| Decrease in Shareholding during the year |
|
|
|
|
| At the end of the year |
25000 |
0.085 |
25000 |
0.085 |
| x |
Nitin M Kandoi |
|
|
|
|
|
At the beginning of the year |
80000 |
0.273 |
80000 |
0.273 |
|
Date wise Increase/Decrease in |
30000 |
0.103 |
50000 |
0.171 |
|
Shareholding during the year specifying reason |
Sale through open Market on 16-01-2015. |
|
|
|
|
At the end of the year |
50000 |
0.171 |
50000 |
0.171 |
| 5 |
Mayank Agrawal |
- |
- |
- |
- |
| 6 |
Amit Jalan |
- |
- |
- |
- |
| 7 |
Nitesh Kumar |
- |
- |
- |
- |
| 8 |
Jyotirindra Nath Dey |
- |
- |
- |
- |
| 9 |
Piyush Kankrania |
- |
- |
- |
- |
| 10 |
Rajesh Kumar Jain |
- |
- |
- |
- |
| 11 |
Sangeeta Upadhyay |
- |
- |
- |
- |
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for
payment Amount in lacs
| Particulars |
Secured Loan excluding Deposit |
Unsecured Loan |
Deposit |
Total Indebted- ness |
| Indebtedness at the beginning of the financial year |
|
|
|
|
| 1 Principal Amount |
9867.38 |
5483.39 |
0.00 |
15350.77 |
| 2 Interest due but not paid |
0.00 |
0.00 |
0.00 |
0.00 |
| 3 Interest accrued but not due |
59.57 |
0.00 |
0.00 |
59.57 |
| Total (1+2+3) |
9926.95 |
5483.39 |
0.00 |
15410.34 |
| Change in Indebtedness during the Financial Year |
|
|
|
|
| • Addition |
1496.25 |
1680.84 |
0.00 |
3177.09 |
| • Reduction |
5369.07 |
0.00 |
0.00 |
5369.07 |
| Net Change |
-3872.82 |
1680.84 |
0.00 |
-2191.98 |
| Indebtedness at the end of the financial year |
|
|
|
|
|
|
|
|
|
| 1 Principal Amount |
6048.74 |
7164.24 |
0.00 |
13212.98 |
| 2 Interest due but not paid |
0.00 |
0.00 |
0.00 |
0.00 |
| 3 Interest accrued but not due |
5.39 |
0.00 |
0.00 |
5.39 |
| Total (1+2+3) |
6054.13 |
7164.24 |
0.00 |
13218.37 |
*Pursuent to scheme of amalagamation Gallant Udyog Ltd has been merged with Gallant
Ispat Limited balance of SBI Term loan of Gallant Udyog Ltd has been shown in Addition
during the year and Balance at end of the Financial year Rs 455.39 Lacs.
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing
Director, Whole-time Directors and/or Manager
| S. |
Particulars of Remuneration |
Name of MD/WTD/Manager |
Total Amount (Rs In Lacs) |
| N. |
|
Chandra Prakash Agrawal |
Prem Prakash Agrawal |
Santosh Kumar Agrawal |
Nitin M M Kandoi |
| 1 |
Gross Salary |
|
|
|
|
|
| (a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 |
12.00 |
12.00 |
12.71 |
10.68 |
47.39 |
| (b) Value of perquisites u/s. 17(2) of the Income Tax Act, 1961 |
NIL |
NIL |
NIL |
NIL |
NIL |
| 2 |
Commission |
NIL |
NIL |
NIL |
NIL |
NIL |
|
Others - Remuneration benefits |
NIL |
NIL |
NIL |
NIL |
NIL |
|
Total (A) |
|
|
|
|
47.39 |
B. Remuneration to Other Directors (All being Independent)
| S.N. |
Particulars of Remuneration |
Name of Directors |
Total Amount (Rs In Lacs) |
|
|
Jyotirindra Nath Dey |
Rajesh Kumar Jain |
Piyush Kankrania |
Sangeeta Upadhyay |
| 1 |
Fees for attending Board/ |
0.29 |
0.27 |
0.27 |
0.06 |
0.89 |
|
Committee Meetings |
|
|
|
|
|
| 2 |
Commission |
NIL |
NIL |
NIL |
NIL |
NIL |
| 3 |
Others |
NIL |
NIL |
NIL |
NIL |
NIL |
C. Remuneration to Key Managerial Personnel
| S. N. |
Particulars of Remuneration |
Name of Key Managerial Personnel |
Total Amount |
|
|
Mayank Agrawal |
Amit Jalan |
Nitesh Kumar |
| 1 |
Gross Salary |
6.60 |
3.67 |
6.00 |
16.27 |
|
(a) Salary as per provisions contained |
NIL |
NIL |
NIL |
NIL |
|
in section 17(1) of the Income Tax |
|
|
|
|
|
Act, 1961 |
|
|
|
|
|
(b) Value of perquisites u/s. 17(2) of |
NIL |
NIL |
NIL |
NIL |
|
the Income Tax Act, 1961 |
|
|
|
|
| 2 |
Others –Remuneration benefits |
NIL |
NIL |
NIL |
NIL |
VII PENALTIES / PUNISHMENT/COMPOUNDING DURING THE FINANCIAL YAER
| 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 |
372A(2) of the Companies Act, 1956 |
Violation under the section has been compounded and order of the same has been filed
with the Registrar of Companies, West Bengal on 08.05.2014 |
Rs 6,000/- compounding amount was imposed by the Company Law Board, which was
paid by the Company. |
Company Law Board |
N.A. |
|
|
198 of the Companies Act, 1956 |
Violation under the section has been compounded and order of the same has been filed
with the Registrar of Companies, West Bengal on 08.05.2014 |
Rs 9,000/- compounding amount was imposed by the Company Law Board, which was
paid by the Company. |
Company Law Board |
N.A. |
| B. |
Directors |
372A(2) of the Companies Act, 1956 |
Violation under the section has been compounded and order of the same has been filed
with the Registrar of Companies, West Bengal on 08.05.2014 |
Rs21,000/- compounding amount was imposed by the Company Law Board, which was
paid by the concerned Directors of the Company. |
Company Law Board |
N.A. |
|
|
198 of the Companies Act, 1956 |
Violation under the section has been compounded and order of the same has been filed
with the Registrar of Companies, West Bengal on 08.05.2014 |
Rs 6,000/- compounding amount was imposed by the Company Law Board, which was
paid by concerned Director of the Company. |
Company Law Board |
N.A. |
| C. |
Other Officers in default |
372A(2) of the Companies Act, 1956 |
Violation under the section has been compounded and order of the same has been filed
with the Registrar of Companies, West Bengal on 08.05.2014 |
No compounding amount was imposed on the Company Secretary. |
Company Law Board |
N.A. |
|