HIND INDUSTRIES LIMITED

HIL Annual Report 2014_15MRS. KIRAN QURESHI - DIRECTOR
DR. NASEEM QURESHI - DIRECTOR
MAIN BANKERS: - INDIAN BANK
- STATE BANK OF HYDERABAD
- J & K BANK LIMITED
REGISTERED OFFICE : A-1, PHASE-1,
PHONE NO.-011-26372786-92
FAX NO.-011-26817941-42
WORKS B-42, SITE IV, INDUSTRIAL AREA, SAHIBABAD, DISTT. GHAZIABAD (U.P.) PHONE: 0120-4156753 FAX: 0120-4101493
CONTENTS Page No.
Directors’ Report 05
Auditor’s Report 36
Disclosure as per Clause 32 of Listing Agreement 59
Consolidated Account Statement 60
1
NOTICE
NOTICE is hereby given that the Forty Second Annual General Meeting of the Members of Hind Industries Limited will be held on Wednesday the 30th day of September, 2015, at 12:00 Noon at the Registered Office of the Company at A-1, Phase-1, Okhla Industrial Area, New Delhi – 110020 (*Route Map attached) to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2015, the Audited Statement of Profit & Loss Account of the Company for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mrs. Kiran Qureshi (holding DIN 00005718), who retires by rotation and being eligible, offers herself for re-appointment.
3. To re-appoint Auditors and to fix their remuneration. In this regard to consider, and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution;.
“RESOLVED that the Re-appointment of M/s. M. K. Aggarwal & Co. (Firm Registration No.01411N), Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM be ratified by the Shareholders/ Members of the Company, at such remuneration plus service tax, out-of-pocket, travelling and other expenses, etc. as may be mutually agreed between the Chairman & Managing Director of the Company and the Auditors.”
By Order of the Board
Registered Office: A-1, Phase-I, Okhla Industrial Area, Sirajuddin Qureshi New Delhi – 110020 Managing Director
Place: New Delhi Date: 4th September, 2015
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a
proxy for any other person or shareholder.
3. The instrument appointing a proxy shall be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the meeting.
4. Pursuant to the provisions of Section 91 of the Companies Act, 2013 (corresponding to Section 154 of the Companies Act, 1956) the Register of Members and Share Transfer Book of the Company shall remain closed from Thursday, 24th September, 2015 to Wednesday, 30th September, 2015 (both days inclusive);:
a. As beneficial owners as at the end of business on Wednesday, 23rd September, 2015 as per list to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in respect of shares held in electronic form, and
b. As members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company’s Registrar and Share Transfer Agents M/s. Skyline Financial Services Pvt. Ltd., D-153/A, First Floor, Okhla Industrial Area, Phase – I, New Delhi - 110020 on or before Friday, 23rd September, 2015. The instruments of share transfers complete in all respects should reach the said Registrar and Transfer Agent well before the above date.
5. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their addressor bank mandates immediately to the Company/Registrar and Transfer Agent.
nd6. Electronic copies of the 42 Annual Report for the FY 2014-15 are being sent to all the members whose e- mail IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2015 are being sent in the permitted mode.
nd7. Electronic copy of the Notice of the 42 Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with attendance slip and proxy form is being sent to all the members whose e-mail IDs are registered with the Company /Depos i t o r y Pa r t i c i pan t s ( s ) f o r communication purposes unless any member has
HIND INDUSTRIES LIMITED
BOARD OF DIRECTORS:
MRS. KIRAN QURESHI - DIRECTOR
DR. NASEEM QURESHI - DIRECTOR
MAIN BANKERS: - INDIAN BANK
- STATE BANK OF HYDERABAD
- J & K BANK LIMITED
REGISTERED OFFICE : A-1, PHASE-1,
PHONE NO.-011-26372786-92
FAX NO.-011-26817941-42
WORKS B-42, SITE IV, INDUSTRIAL AREA, SAHIBABAD, DISTT. GHAZIABAD (U.P.) PHONE: 0120-4156753 FAX: 0120-4101493
CONTENTS Page No.
Directors’ Report 05
Auditor’s Report 36
Disclosure as per Clause 32 of Listing Agreement 59
Consolidated Account Statement 60
1
NOTICE
NOTICE is hereby given that the Forty Second Annual General Meeting of the Members of Hind Industries Limited will be held on Wednesday the 30th day of September, 2015, at 12:00 Noon at the Registered Office of the Company at A-1, Phase-1, Okhla Industrial Area, New Delhi – 110020 (*Route Map attached) to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2015, the Audited Statement of Profit & Loss Account of the Company for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mrs. Kiran Qureshi (holding DIN 00005718), who retires by rotation and being eligible, offers herself for re-appointment.
3. To re-appoint Auditors and to fix their remuneration. In this regard to consider, and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution;.
“RESOLVED that the Re-appointment of M/s. M. K. Aggarwal & Co. (Firm Registration No.01411N), Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM be ratified by the Shareholders/ Members of the Company, at such remuneration plus service tax, out-of-pocket, travelling and other expenses, etc. as may be mutually agreed between the Chairman & Managing Director of the Company and the Auditors.”
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a
proxy for any other person or shareholder.
3. The instrument appointing a proxy shall be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the meeting.
4. Pursuant to the provisions of Section 91 of the Companies Act, 2013 (corresponding to Section 154 of the Companies Act, 1956) the Register of Members and Share Transfer Book of the Company shall remain closed from Thursday, 24th September, 2015 to Wednesday, 30th September, 2015 (both days inclusive);:
a. As beneficial owners as at the end of business on Wednesday, 23rd September, 2015 as per list to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in respect of shares held in electronic form, and
b. As members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company’s Registrar and Share Transfer Agents M/s. Skyline Financial Services Pvt. Ltd., D-153/A, First Floor, Okhla Industrial Area, Phase – I, New Delhi - 110020 on or before Friday, 23rd September, 2015. The instruments of share transfers complete in all respects should reach the said Registrar and Transfer Agent well before the above date.
5. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their addressor bank mandates immediately to the Company/Registrar and Transfer Agent.
nd6. Electronic copies of the 42 Annual Report for the FY 2014-15 are being sent to all the members whose e- mail IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2015 are being sent in the permitted mode.
nd7. Electronic copy of the Notice of the 42 Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with attendance slip and proxy form is being sent to all the members whose e-mail IDs are registered with the Company /Depos i t o r y Pa r t i c i pan t s ( s ) f o r communication purposes unless any member has
2
requested for a hard copy of the same. For members who have not registered their e-mail address, physical copies of the Notice of the 42nd Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. Members may also note that Notice of 42nd Annual General Meeting and Annual Report for 2014-15 will be available on Company’s website www.hindindustries.net for their download.
8. Pursuant to Section 125 of the Companies Act, 2013 the amount of dividend remaining unclaimed/unpaid for seven years shall be transferred to the Investors’ Education and Protection Fund when the same becomes due. Members who have not yet encashed dividend warrants/ cheques are requested to claim the same with the Company.
9. As an austerity measure, copies of Annual Report will not be distributed at the Annual General Meeting; members are requested to bring their copies at the meeting.
10. Members/proxies should bring their attendance slips sent herewith, duly filled in, for attending the Meeting.
11. A statement containing details of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting as required under Clause 49 of the Listing Agreement is annexed.
12. All documents referred to in the accompanying Notice shall be open for inspection at the Registered Office of the Company between 11.00 am to 1.00 pm on all working days except Saturdays, till the date of the Annual General Meeting of the Company.
13. Members who have not registered their email addresses so far are requested to register their e-mail address for receiving all communications including annual report, notices, circulars etc. from the company electronically.
14. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / R&T agent.
15. Voting through electronic means;
In terms of Sections 107 and 108 of the Companies Act, 2013, read with Companies (Management and Administration Rules, 2014 and Clause 35B of the
Listing Agreement with BSE Ltd., the Company is pleased to provide members holding shares in physical or dematerialized form as on the cut-off date
rd(Record Date), being 23 Day of September, 2015 to ndexercise their right to vote at the 42 Annual General
Meeting (AGM) by electronic means for any or all the businesses in the accompanying Notice. Necessary arrangements have been made by the Company with National Securities Depository Limited (NSDL) to facilitate e-voting. E-Voting is optional and members shall have the option to provide either through e-voting or in person at the Annual General Meeting.
The procedure and instructions for voting through electronic means are as follows:
A. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the Company/Depository Participants):
i. Open the e-mail and also open PDF ûle; “with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password.
ii. Open the internet browser and type the following URL: https://www.evoting.nsdl.com.
iii. Click on Shareholder – Login.
iv. If you are already registered with NSDL for e- voting then you can use your existing user ID and password.
v. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the e-mail as initial password.
vi. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential.
vii. Once the e-voting home page opens, click on e- voting:Active Voting Cycles.
viii. Select the relevant “EVEN” (E-Voting Event Number) of HIND INDUSTRIES LIMITED on which you chose to vote. Now you are ready for e-voting as Cast Vote page opens.
ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.
3
x. Upon confirmation, the message “Vote cast successfully” will be displayed.
xi. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.
xii. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to agrawal.kundan@gmail.com , with a copy marked to evoting@nsdl.co.in.
xiii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) - Shareholders and e-voting user manual - Shareholders, available at the downloads section of www.evoting.nsdl.com
xiv. You can also update your mobile number and e- mail id in the user profile detail of the folio which may be used for sending future communication(s).
xv. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as on 5th September, 2015, may obtain user/login ID and password by sending a r e q u e s t a t e v o t i n g @ n s d l . c o . i n o r admin@skylinerta.com.
However, if you are already registered with NSDL for e-voting then you can use your existing user/login ID and password for casting your vote. If you forgot your password, you can reset your password, by using “Forgot User Details/ Password” option available on the website www.evoting.nsdl at the following toll free no. 1800-222-990.
B. In case a Member receives physical copy of the Notice of AGM (for Members whose email addresses are not registered with the Company/Depositories):
i. Initial password is provided in the enclosed ballot form: EVEN (E-Voting Event Number), user ID and password.
ii. Please follow all steps from Sl. No. (ii) to Sl. No. (xiii) above, to cast vote.
C. Other Instructions:
i. The remote e-voting period commences on
Saturday, 26th September, 2015 (10:00 A.M. IST) and ends on Tuesday, 29th September, 2015 (5:00 P.M. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on
rd23 September, 2015, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.
ii. The voting rights of Members shall be in proportion to their shares of the paid up equity
rdshare capital of the Company as 23 September, 2015.
iii. Mr. Kundan Agrawal, Practicing Company Secretary (Membership No. FCS 7631), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
iv. Facility for voting through polling paper shall be made available at the 42nd Annual General Meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their rights at the concerned meeting.
v. Members who have cast their vote by remote e- voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
vi. Members of the Company holding shares either in physical form or in dematerialized form , as on
rd23 September, 2015, may opt for remote e- voting or voting at the AGM through polling paper.
vii. The Scrutinizer, after scrutinizing the votes cast at the meeting (polling) and through remote e- voting, will not later than three days of conclusion of the meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman of the meeting. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the company www.hindindustries.net and on the website of evot ing@nsdl .co. in. The resul t shal l simultaneously be communicated to the Stock Exchange.
viii. Subject to receipt of requisite number of votes, the resolution shall be deemed to be passed on
ththe date of meeting i.e. 30 September, 2015.
2
requested for a hard copy of the same. For members who have not registered their e-mail address, physical copies of the Notice of the 42nd Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. Members may also note that Notice of 42nd Annual General Meeting and Annual Report for 2014-15 will be available on Company’s website www.hindindustries.net for their download.
8. Pursuant to Section 125 of the Companies Act, 2013 the amount of dividend remaining unclaimed/unpaid for seven years shall be transferred to the Investors’ Education and Protection Fund when the same becomes due. Members who have not yet encashed dividend warrants/ cheques are requested to claim the same with the Company.
9. As an austerity measure, copies of Annual Report will not be distributed at the Annual General Meeting; members are requested to bring their copies at the meeting.
10. Members/proxies should bring their attendance slips sent herewith, duly filled in, for attending the Meeting.
11. A statement containing details of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting as required under Clause 49 of the Listing Agreement is annexed.
12. All documents referred to in the accompanying Notice shall be open for inspection at the Registered Office of the Company between 11.00 am to 1.00 pm on all working days except Saturdays, till the date of the Annual General Meeting of the Company.
13. Members who have not registered their email addresses so far are requested to register their e-mail address for receiving all communications including annual report, notices, circulars etc. from the company electronically.
14. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / R&T agent.
15. Voting through electronic means;
In terms of Sections 107 and 108 of the Companies Act, 2013, read with Companies (Management and Administration Rules, 2014 and Clause 35B of the
Listing Agreement with BSE Ltd., the Company is pleased to provide members holding shares in physical or dematerialized form as on the cut-off date
rd(Record Date), being 23 Day of September, 2015 to ndexercise their right to vote at the 42 Annual General
Meeting (AGM) by electronic means for any or all the businesses in the accompanying Notice. Necessary arrangements have been made by the Company with National Securities Depository Limited (NSDL) to facilitate e-voting. E-Voting is optional and members shall have the option to provide either through e-voting or in person at the Annual General Meeting.
The procedure and instructions for voting through electronic means are as follows:
A. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the Company/Depository Participants):
i. Open the e-mail and also open PDF ûle; “with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password.
ii. Open the internet browser and type the following URL: https://www.evoting.nsdl.com.
iii. Click on Shareholder – Login.
iv. If you are already registered with NSDL for e- voting then you can use your existing user ID and password.
v. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the e-mail as initial password.
vi. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential.
vii. Once the e-voting home page opens, click on e- voting:Active Voting Cycles.
viii. Select the relevant “EVEN” (E-Voting Event Number) of HIND INDUSTRIES LIMITED on which you chose to vote. Now you are ready for e-voting as Cast Vote page opens.
ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.
3
x. Upon confirmation, the message “Vote cast successfully” will be displayed.
xi. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.
xii. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to agrawal.kundan@gmail.com , with a copy marked to evoting@nsdl.co.in.
xiii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) - Shareholders and e-voting user manual - Shareholders, available at the downloads section of www.evoting.nsdl.com
xiv. You can also update your mobile number and e- mail id in the user profile detail of the folio which may be used for sending future communication(s).
xv. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as on 5th September, 2015, may obtain user/login ID and password by sending a r e q u e s t a t e v o t i n g @ n s d l . c o . i n o r admin@skylinerta.com.
However, if you are already registered with NSDL for e-voting then you can use your existing user/login ID and password for casting your vote. If you forgot your password, you can reset your password, by using “Forgot User Details/ Password” option available on the website www.evoting.nsdl at the following toll free no. 1800-222-990.
B. In case a Member receives physical copy of the Notice of AGM (for Members whose email addresses are not registered with the Company/Depositories):
i. Initial password is provided in the enclosed ballot form: EVEN (E-Voting Event Number), user ID and password.
ii. Please follow all steps from Sl. No. (ii) to Sl. No. (xiii) above, to cast vote.
C. Other Instructions:
i. The remote e-voting period commences on
Saturday, 26th September, 2015 (10:00 A.M. IST) and ends on Tuesday, 29th September, 2015 (5:00 P.M. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on
rd23 September, 2015, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.
ii. The voting rights of Members shall be in proportion to their shares of the paid up equity
rdshare capital of the Company as 23 September, 2015.
iii. Mr. Kundan Agrawal, Practicing Company Secretary (Membership No. FCS 7631), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
iv. Facility for voting through polling paper shall be made available at the 42nd Annual General Meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their rights at the concerned meeting.
v. Members who have cast their vote by remote e- voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
vi. Members of the Company holding shares either in physical form or in dematerialized form , as on
rd23 September, 2015, may opt for remote e- voting or voting at the AGM through polling paper.
vii. The Scrutinizer, after scrutinizing the votes cast at the meeting (polling) and through remote e- voting, will not later than three days of conclusion of the meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman of the meeting. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the company www.hindindustries.net and on the website of evot ing@nsdl .co. in. The resul t shal l simultaneously be communicated to the Stock Exchange.
viii. Subject to receipt of requisite number of votes, the resolution shall be deemed to be passed on
ththe date of meeting i.e. 30 September, 2015.
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INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT AND SCHEDULE V OF THE COMPANIES ACT, 2013.
As required under the Listing Agreement and Schedule V of the Companies Act, 2013, the particulars of Directors who are proposed to be appointed/re-appointed, are given below:
Name of Director : Mrs. Kiran Qureshi
Date of Appointment : 06/08/1988
Date of Birth : 01/03/1950
Expertise in specific She is a widely travelled person functional area : and has got vide exposure of
the different aspects of the Exports Business.
Qualifications : Bachelor of Arts and LLB from University of Delhi
Directorship as on Hind Industries Ltd., March 31, 2015 : Hind Agro Industries Ltd.,
Hind Infra Engineers Ltd. and Hind Bio-pharmaceuticals Ltd.
Committee : Hind Agro Industries Ltd. Chairmanship/ Finance Committee (M) Membership as on
st31 March, 2015
T A
R A
A P
A R
T M
E N
T S
Crown Plaza Hotel
* Directorships in Private Limited Companies, Foreign Companies, Section 25 Companies and their Committee memberships are excluded. Membership and Chairmanship of Audit Committees, Investors’/ Shareholders’ Grievances Committees and Remuneration Committees of Public Companies have been included in the aforesaid table.
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Directors' Report
Dear Members,
Your Directors have pleasure in presenting the Forty Second Annual Report on the business and operations of your Company and the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2015.
Financial Results:
The Financial Highlights of the Company for the financial year ended on March 31, 2015 are as under:
(Amount in Lac Rs.)
Other Income 84.58 153.61
Profit before Depreciation, (652.92) 462.75 Extra Ordinary Items and Taxes {PBDEIT}
Extra Ordinary Items Written Off 0 0
Profit/(Loss) before Depreciation and Taxes {PBDT} (652.92) 462.75
Depreciation and Amortisation 640.18 271.66 Expense
Profit/(Loss) before Tax (1293.10) 191.09
Less: Tax for current year 0.00 111.95
Add: Deferred tax Written Back 190.69 57.64
Profit/(Loss) after Taxes {PAT} (1102.41) 136.78
Surplus/(Loss) Carried to 4346.95 5494.8 Balance Sheet
Performance:
During the year the Company’s production has reduced to 3377.884 MT of Frozen Buffalo Meat in comparison to 8289.486 MT during the year 2013-14. During the financial year 2014-15, your Company achieved the turnover of Rs. 5977.12Lacs as against Rs.15607.24 Lacs in the previous year 2013-14, thereby showing a decrease of 61.70%. The Profit/(Loss) before Depreciation, Extra Ordinary Items and Taxes (PBDEIT) of the Company during the financial year 2014-15 stood at Rs.(592.92) Lacs as against Rs.462.75 Lacs in the previous financial year 2013-14, mainly due to the decrease in Production and Turnover. The company suffered a Net Loss after Tax of Rs.1102.41 Lacs during the financial year 2014-15 against the Net Profit after Tax (PAT) of Rs.136.78 Lacs in the previous year.
Profitability:
During the year under review the company had suffered Loss amounting to Rs.1102.41 Lacs due to decrease in Production and Turnover.
Financial Conditions and Results of Operation:
‘Management Discussion and Analysis of Financial
Condition and Results of Operation of the Company for the year under review’, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, are given as separate Statement in this Annual Report.
Subsidiary Company: HIND AGRO INDUSTRIES LIMITED
The Subsidiary Company, i.e. M/s Hind Agro Industries Limited, which has a modern, integrated abattoir-cum-meat processing plant at Aligarh (U.P.), achieved Total Sales Turnover Rs.72332.67 Lacs and Profit before taxes (PBT) of
stRs.64.42 Lacs for the year ended 31 March, 2015, as compared to the Total Sales Turnover of Rs.73653.66 Lacs and the Profit before taxes (PBT] of Rs.957.02 Lacs in the
stprevious year ended on 31 March, 2014.
Pursuant to the provisions under Section 129(3) of the Companies Act, 2013 read with the Notification No.51/12/2007-CL-III, the Central Government has granted general exemption for not attaching the annual accounts of Subsidiary Company, hence the Board of Directors of the company has by resolution given consent for not attaching the balance sheet of the subsidiary company.
The company undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary company. The holding company shall furnish a hard copy of details of accounts of subsidiary company to any shareholder on demand.
Dividend:
In view of the loss during the year, the Board has not recommended any Dividend for the financial year (2014- 15). The Amount of Dividend Payment due for the year 2013-14 could not be transferred to Dividend/Unpaid Dividend Account in absence of the Financial Resources.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Further, the company has uploaded the details of unclaimed and unpaid dividend pertaining to the financial years 2008- 09 to 2011-12 on the website of the Ministry of Corporate Affairs for the necessary compliance.
Current year’s outlook:
Your Company is expected to improve and consolidate its operations in the ongoing financial year i.e. 2015-16, by making increase in volumes, reduce financial and other costs, monitoring and controlling a better mix of its products and markets towards achieving the better top and bottom lines in the years to come.
The Company has set-up a Plant to manufacture High Security Registration Number Plates (HSRNP). The said project at Baddi, in the State of Himachal Pradesh is now
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INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT AND SCHEDULE V OF THE COMPANIES ACT, 2013.
As required under the Listing Agreement and Schedule V of the Companies Act, 2013, the particulars of Directors who are proposed to be appointed/re-appointed, are given below:
Name of Director : Mrs. Kiran Qureshi
Date of Appointment : 06/08/1988
Date of Birth : 01/03/1950
Expertise in specific She is a widely travelled person functional area : and has got vide exposure of
the different aspects of the Exports Business.
Qualifications : Bachelor of Arts and LLB from University of Delhi
Directorship as on Hind Industries Ltd., March 31, 2015 : Hind Agro Industries Ltd.,
Hind Infra Engineers Ltd. and Hind Bio-pharmaceuticals Ltd.
Committee : Hind Agro Industries Ltd. Chairmanship/ Finance Committee (M) Membership as on
st31 March, 2015
T A
R A
A P
A R
T M
E N
T S
Crown Plaza Hotel
* Directorships in Private Limited Companies, Foreign Companies, Section 25 Companies and their Committee memberships are excluded. Membership and Chairmanship of Audit Committees, Investors’/ Shareholders’ Grievances Committees and Remuneration Committees of Public Companies have been included in the aforesaid table.
5
Directors' Report
Dear Members,
Your Directors have pleasure in presenting the Forty Second Annual Report on the business and operations of your Company and the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2015.
Financial Results:
The Financial Highlights of the Company for the financial year ended on March 31, 2015 are as under:
(Amount in Lac Rs.)
Other Income 84.58 153.61
Profit before Depreciation, (652.92) 462.75 Extra Ordinary Items and Taxes {PBDEIT}
Extra Ordinary Items Written Off 0 0
Profit/(Loss) before Depreciation and Taxes {PBDT} (652.92) 462.75
Depreciation and Amortisation 640.18 271.66 Expense
Profit/(Loss) before Tax (1293.10) 191.09
Less: Tax for current year 0.00 111.95
Add: Deferred tax Written Back 190.69 57.64
Profit/(Loss) after Taxes {PAT} (1102.41) 136.78
Surplus/(Loss) Carried to 4346.95 5494.8 Balance Sheet
Performance:
During the year the Company’s production has reduced to 3377.884 MT of Frozen Buffalo Meat in comparison to 8289.486 MT during the year 2013-14. During the financial year 2014-15, your Company achieved the turnover of Rs. 5977.12Lacs as against Rs.15607.24 Lacs in the previous year 2013-14, thereby showing a decrease of 61.70%. The Profit/(Loss) before Depreciation, Extra Ordinary Items and Taxes (PBDEIT) of the Company during the financial year 2014-15 stood at Rs.(592.92) Lacs as against Rs.462.75 Lacs in the previous financial year 2013-14, mainly due to the decrease in Production and Turnover. The company suffered a Net Loss after Tax of Rs.1102.41 Lacs during the financial year 2014-15 against the Net Profit after Tax (PAT) of Rs.136.78 Lacs in the previous year.
Profitability:
During the year under review the company had suffered Loss amounting to Rs.1102.41 Lacs due to decrease in Production and Turnover.
Financial Conditions and Results of Operation:
‘Management Discussion and Analysis of Financial
Condition and Results of Operation of the Company for the year under review’, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, are given as separate Statement in this Annual Report.
Subsidiary Company: HIND AGRO INDUSTRIES LIMITED
The Subsidiary Company, i.e. M/s Hind Agro Industries Limited, which has a modern, integrated abattoir-cum-meat processing plant at Aligarh (U.P.), achieved Total Sales Turnover Rs.72332.67 Lacs and Profit before taxes (PBT) of
stRs.64.42 Lacs for the year ended 31 March, 2015, as compared to the Total Sales Turnover of Rs.73653.66 Lacs and the Profit before taxes (PBT] of Rs.957.02 Lacs in the
stprevious year ended on 31 March, 2014.
Pursuant to the provisions under Section 129(3) of the Companies Act, 2013 read with the Notification No.51/12/2007-CL-III, the Central Government has granted general exemption for not attaching the annual accounts of Subsidiary Company, hence the Board of Directors of the company has by resolution given consent for not attaching the balance sheet of the subsidiary company.
The company undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary company. The holding company shall furnish a hard copy of details of accounts of subsidiary company to any shareholder on demand.
Dividend:
In view of the loss during the year, the Board has not recommended any Dividend for the financial year (2014- 15). The Amount of Dividend Payment due for the year 2013-14 could not be transferred to Dividend/Unpaid Dividend Account in absence of the Financial Resources.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Further, the company has uploaded the details of unclaimed and unpaid dividend pertaining to the financial years 2008- 09 to 2011-12 on the website of the Ministry of Corporate Affairs for the necessary compliance.
Current year’s outlook:
Your Company is expected to improve and consolidate its operations in the ongoing financial year i.e. 2015-16, by making increase in volumes, reduce financial and other costs, monitoring and controlling a better mix of its products and markets towards achieving the better top and bottom lines in the years to come.
The Company has set-up a Plant to manufacture High Security Registration Number Plates (HSRNP). The said project at Baddi, in the State of Himachal Pradesh is now
6
commissioned and the company is applying for tenders in various states. Since the issue of contempt notices to the transport secretaries of Delhi, Punjab and Uttar Pradesh by the Honble’ Supreme Court for not implementing the HSRNP system, tenders have been floated by certain States. In view of this development the company is hopeful of getting the tenders from various State Governments where the company has submitted its bids.
The Company has initiated its activities into the power generation sector. The company is applying for tenders. In view of the increasing demand of the power the company is hopeful of getting the tenders from State Government.
Material changes and commitment if any affecting the Financial position of the Company occurred between the end of the Financial Year to which this Financial Statement relates and to date of the Report:
As the Company is facing funds constraints and feeling difficult to run the business due to paucity of funds on account of delayed realisation of export bills, the bankers were requested to restructure the outstanding export bills and grant additional post-shipment/bills discounting facility of Rs.20.00 Crores to enable the Company to continue with the export business. The Bankers have agreed in principal to accede to company’s requests for restructuring for our below mentioned reasons:
a) Some non realised export bills led to additional liability due to delinking at comparatively much higher currency rate than that of lodged initially which were addressed out of regular export proceeds.
b) At present the production delivered is almost nil due to working capital crunch despite the Company having all required facilities in its plant.
c) Overseas buyers are also delaying payment due to late execution of their orders.
Consolidated Financial Statements:
As stipulated in the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors’ Report thereon forms part of this Annual Report.
Internal Control Policies:
As an intrinsic part of the overall Governance process, the Company has in place a well established Internal Audit which covers all aspects of financial and operational controls.
The Company adheres to and abides by the strict Internal Control and Management Information System. The Company has maintained an inbuilt Internal Audit System looked after by a highly experienced and qualified professional. It is also pertinent to note that a summary of audit observations and action taken by the management are
placed before and discussed at the Audit Committee Meetings. The suggestions and directions of Audit Committee are recorded and action taken accordingly.
S t a t e m e n t c o n c e r n i n g d e v e l o p m e n t a n d implementation of Risk management Policy of the Company:
The Company has adopted the following measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.
a. Timely review of Foreign Exchange Fluctuations.
b. Timely review of export markets and customer profiles.
c. Expand the market base by visiting countries where presently there is no export.
Deposits:
Your Company has not invited/accepted any deposits from Public during the year pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Rules made there under.
Capital Structure:
During the year under review, there is no change in the capital structure of the company.
Listing Agreement Compliance:
The Equity Shares of the Company are listed with the BSE Ltd. (Bombay Stock Exchange), Mumbai. The Company has been complying with the provisions of Listing Agreement and has already made the payment of listing fees upto the Financial Year 2014-15, to the BSE Ltd., Mumbai. Listing Fees for the year 2015-16 is due for Payment.
Corporate Governance:
Your Company is committed to maintain the highest standards of Corporate Governance. Your directors are also committed to adhere to the requirements set out by the Securities and Exchange Board of India’s (SEBI) Corporate Governance practices and have implemented all the major stipulations prescribed. A separate section on Corporate Governance and the Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of this Annual Report.
Insurance:
The Company has made necessary arrangements for adequate insurance of its insurable interests.
Directors & Key Managerial Personnel:
As per Section 149(4) of the Companies Act, 2013, Mr. B. B. Gupta, Mr. B. B. Huria and Dr. S. K. Ranjhan, the independent directors of the Company were appointed to
7
hold office as independent directors for a period of five years with effect from 26th September, 2014. Brief particulars and expertise of these directors and their other directorships and committee memberships have been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of listing agreement with Stock Exchange.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article No.147 of the Articles of Association of the Company, Mrs. Kiran Qureshi, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers herself for the re-appointment.
In addition to this Mr. Sirajuddin Qureshi – Managing Director of the Company, was re-appointed in the last
thAnnual General Meeting held on 26 September, 2014 for a th thperiod of three years i.e. from 06 August, 2014 to 05
August, 2017 along with payment of remuneration as approved by the Shareholders in the Meeting.
During the year there is no change in the Key Managerial Personnel of the Company.
Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
Compliances of Clause 49 of the Listing Agreement:
A certificate received from the Statutory Auditors of the Company confirming the compliance of Clause 49 of the Listing Agreement, has been obtained and has been attached to the Corporate Governance Report forming part of Annual Report.
Formal Annual Evaluation
The Board of directors had carried out an annual evaluation of its own performance, board committees and individual directors as required under the Companies Act, 2013. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as board composition, structure, board processes and their effectiveness, information given to the board etc. The performance of the board committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as committee composition, structure, effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.
Auditors:
The Statutory Auditors M/s M. K. Aggarwal & Co., Chartered Accountants, were appointed as Statutory Auditors of the
thCompany by the approval of Shareholders on 26 September, 2014, for a period of three years that is upto the conclusion of the Forty fourth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM). The Statutory Auditors M/s M. K. Aggarwal & Co., hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of section 141 of the said Act.
The Board recommends their re-appointment at the ensuing Annual General Meeting by ratification from the Members of the company.
Auditor’s Report:
The Auditor’s Report is self explanatory hence required no clarification by the Board.
Disclosure of Composition of Audit Committee and providing vigil mechanism- whistle blower:
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e- mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.
The Audit Committee consists of the following members:
1. Dr. S. K. Ranjhan
2. Mr. B. B. Huria and
3. Mr. B. B. Gupta, being Chairman of the Committee
The above composition of the Audit Committee consists of 3 Independent Directors who form the majority.
During the year the Audit Committee had four Meetings held th th thon 30 May, 2014, 14 August, 2014, 14 November, 2014
thand 14 February, 2015. The attendance details are as follows:
Name No. of Meetings during the year (2014-15)
Held Attended
6
commissioned and the company is applying for tenders in various states. Since the issue of contempt notices to the transport secretaries of Delhi, Punjab and Uttar Pradesh by the Honble’ Supreme Court for not implementing the HSRNP system, tenders have been floated by certain States. In view of this development the company is hopeful of getting the tenders from various State Governments where the company has submitted its bids.
The Company has initiated its activities into the power generation sector. The company is applying for tenders. In view of the increasing demand of the power the company is hopeful of getting the tenders from State Government.
Material changes and commitment if any affecting the Financial position of the Company occurred between the end of the Financial Year to which this Financial Statement relates and to date of the Report:
As the Company is facing funds constraints and feeling difficult to run the business due to paucity of funds on account of delayed realisation of export bills, the bankers were requested to restructure the outstanding export bills and grant additional post-shipment/bills discounting facility of Rs.20.00 Crores to enable the Company to continue with the export business. The Bankers have agreed in principal to accede to company’s requests for restructuring for our below mentioned reasons:
a) Some non realised export bills led to additional liability due to delinking at comparatively much higher currency rate than that of lodged initially which were addressed out of regular export proceeds.
b) At present the production delivered is almost nil due to working capital crunch despite the Company having all required facilities in its plant.
c) Overseas buyers are also delaying payment due to late execution of their orders.
Consolidated Financial Statements:
As stipulated in the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors’ Report thereon forms part of this Annual Report.
Internal Control Policies:
As an intrinsic part of the overall Governance process, the Company has in place a well established Internal Audit which covers all aspects of financial and operational controls.
The Company adheres to and abides by the strict Internal Control and Management Information System. The Company has maintained an inbuilt Internal Audit System looked after by a highly experienced and qualified professional. It is also pertinent to note that a summary of audit observations and action taken by the management are
placed before and discussed at the Audit Committee Meetings. The suggestions and directions of Audit Committee are recorded and action taken accordingly.
S t a t e m e n t c o n c e r n i n g d e v e l o p m e n t a n d implementation of Risk management Policy of the Company:
The Company has adopted the following measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.
a. Timely review of Foreign Exchange Fluctuations.
b. Timely review of export markets and customer profiles.
c. Expand the market base by visiting countries where presently there is no export.
Deposits:
Your Company has not invited/accepted any deposits from Public during the year pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Rules made there under.
Capital Structure:
During the year under review, there is no change in the capital structure of the company.
Listing Agreement Compliance:
The Equity Shares of the Company are listed with the BSE Ltd. (Bombay Stock Exchange), Mumbai. The Company has been complying with the provisions of Listing Agreement and has already made the payment of listing fees upto the Financial Year 2014-15, to the BSE Ltd., Mumbai. Listing Fees for the year 2015-16 is due for Payment.
Corporate Governance:
Your Company is committed to maintain the highest standards of Corporate Governance. Your directors are also committed to adhere to the requirements set out by the Securities and Exchange Board of India’s (SEBI) Corporate Governance practices and have implemented all the major stipulations prescribed. A separate section on Corporate Governance and the Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of this Annual Report.
Insurance:
The Company has made necessary arrangements for adequate insurance of its insurable interests.
Directors & Key Managerial Personnel:
As per Section 149(4) of the Companies Act, 2013, Mr. B. B. Gupta, Mr. B. B. Huria and Dr. S. K. Ranjhan, the independent directors of the Company were appointed to
7
hold office as independent directors for a period of five years with effect from 26th September, 2014. Brief particulars and expertise of these directors and their other directorships and committee memberships have been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of listing agreement with Stock Exchange.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article No.147 of the Articles of Association of the Company, Mrs. Kiran Qureshi, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers herself for the re-appointment.
In addition to this Mr. Sirajuddin Qureshi – Managing Director of the Company, was re-appointed in the last
thAnnual General Meeting held on 26 September, 2014 for a th thperiod of three years i.e. from 06 August, 2014 to 05
August, 2017 along with payment of remuneration as approved by the Shareholders in the Meeting.
During the year there is no change in the Key Managerial Personnel of the Company.
Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
Compliances of Clause 49 of the Listing Agreement:
A certificate received from the Statutory Auditors of the Company confirming the compliance of Clause 49 of the Listing Agreement, has been obtained and has been attached to the Corporate Governance Report forming part of Annual Report.
Formal Annual Evaluation
The Board of directors had carried out an annual evaluation of its own performance, board committees and individual directors as required under the Companies Act, 2013. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as board composition, structure, board processes and their effectiveness, information given to the board etc. The performance of the board committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as committee composition, structure, effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.
Auditors:
The Statutory Auditors M/s M. K. Aggarwal & Co., Chartered Accountants, were appointed as Statutory Auditors of the
thCompany by the approval of Shareholders on 26 September, 2014, for a period of three years that is upto the conclusion of the Forty fourth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM). The Statutory Auditors M/s M. K. Aggarwal & Co., hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of section 141 of the said Act.
The Board recommends their re-appointment at the ensuing Annual General Meeting by ratification from the Members of the company.
Auditor’s Report:
The Auditor’s Report is self explanatory hence required no clarification by the Board.
Disclosure of Composition of Audit Committee and providing vigil mechanism- whistle blower:
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e- mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.
The Audit Committee consists of the following members:
1. Dr. S. K. Ranjhan
2. Mr. B. B. Huria and
3. Mr. B. B. Gupta, being Chairman of the Committee
The above composition of the Audit Committee consists of 3 Independent Directors who form the majority.
During the year the Audit Committee had four Meetings held th th thon 30 May, 2014, 14 August, 2014, 14 November, 2014
thand 14 February, 2015. The attendance details are as follows:
Name No. of Meetings during the year (2014-15)
Held Attended
8
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.
Nomination and Remuneration Committee:
The Remuneration Committee of Directors of the Company is duly constituted with three Non-executive Independent Directors. The following Directors are the present members of the Committee.
1] Mr. B. B. Gupta
2] Mr. B. B. Huria
3] Dr. S. K. Ranjhan
Mr. B. B. Gupta is the Chairman of the committee and Mr. B. B. Huria and Dr. S. K. Ranjhan are the members of the committee.
Meetings and Attendance during the year
thDuring the year 2014-15, the committee met once on 14 August, 2014 to approve and advise/recommend the reappointment of Mr. Sirajuddin Qureshi – Managing Director.
Terms of Reference
alia, include determination of compensation package of Executive Director and Non-Executive Directors of the company.
Remuneration Policy
The remuneration policy of the company is directed towards rewarding performance, based on review of the achievements. The remuneration policy of the company is in consonance with the existing industry practice, which is broadly based on the following criteria:
1] Job responsibilities
a. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus Shares
No Bonus Shares were issued during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
Particulars of Employees:
A statement showing the particulars of employees pursuant to section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is mentioned below:-
Name of the Employee (Amt in Lacs Rs.) employment employment
Mr. Sirajuddin Chairman & BA, LLB 67 57.60 38 years 06.08.1993 Not Qureshi Managing Director years Applicable
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
The statement pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rule 8(3), of the Companies (Account) Rules, 2014 is furnished in the Annexure forming part of the Report.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:
The particulars of Loans, guarantees or investments made under Section 186 is furnished below:
Status of Corporate Guarantees issued by the Company (Rs. In Lacs)
Details/Particulars Current Year Previous Year As at As at
31-03-2015 31-03-2014
1. Hind Agro Industries Limited for Credit facilities from Consortium of Banks Rs.30684.00 Rs.29605.00
2. Integrated Livestock Village Farm Private Limited for Corporate Loan from J & K Bank Rs.1050.00 Rs.1050.00
3. Others Rs.75.25 Rs.75.25
9
PARTICULARS OF RELATED PARTIES:
S. No. Name of the Nature of Nature of Debit Credit Amount as on Related Party Relationship Transaction Rs. in lacs Rs. in lacs 31.03.2015
Rs. in lacs
1 Hind Agro Ind. Ltd. Subsidiary Co. Business 4857.47 5052.46 Credit 950.37 Transactions
2 Islamuddin & Co. Firm in Which KMP Rent Paid 22.69 79.96 Credit 65.62 are Interested
3 Al- Mashriq Firm in Which KMP Business NIL 10.29 NIL Exports Pvt. Ltd. are Interested Transactions
4 Samar Travels & Cargo Firm in Which KMP Business NIL NIL NIL Pvt. Ltd. are Interested Transactions
5 Fast Trax Food (P) Ltd. Firm in Which KMP Business NIL NIL NIL are Interested Transactions
6 Mrs. Kiran Qureshi Relatives of KMP Rent Paid 1.20 12.00 Credit 32.40
7 Hind Air Link (P) Ltd. Firm in Which KMP Business 50.00 47.85 NIL are Interested Transactions
8 Aliffa Agro (India) P. Ltd Firm in Which KMP Business 1818.90 1818.90 NIL are Interested Transactions
9 Eatcco Foods (P) Ltd. Firm in Which KMP Business NIL NIL NIL are Interested Transaction
10 Hind Air Star Pvt Ltd Firm in Which KMP Business NIL NIL NIL are Interested Transaction
10 Hind Air Services (P) Ltd Firm in Which KMP Business NIL NIL NIL are Interested Transactions
11 Integrated Live Stock Firm in Which KMP Raw Material Village Farm Pvt Ltd are Interested Purchase 2593.32 1080.60 Debit 782.97
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
S. No. Name of the Nature of Nature of Duration of Silent Terms Justification Date of Amount Date on which Related Party Relation Ship Transaction Contract of Contract for entering approval paid as the special
into such by the advance resolution was contracts Board passed in
general meeting as required under first proviso to section 188
1 Hind Agro Ind. Ltd. Subsidiary Co. Business Transaction Sale of Product at the
Products prevailing Market Price
2 Islamuddin & Co. Firm in Which KMP Rent Paid 3 Yrs Lease Rent To Transact the 30/05/2013 NIL N.A. are interested Business at the
prevailing Market Price
3 Mrs. Kiran Qureshi Relatives of KMP Rent Paid 3 Yrs Lease Rent To Transact the 30/05/2013 NIL N.A. Business at the prevailing Market Price
4 Integrated Live Firm in Which KMP Raw Material 3 Yrs Purchase & To Transact the 30/05/2013 Rs.782.97 N.A. Stock Village Farm are Interested Purchase Sale of Product at the Lacs Pvt Ltd Products prevailing Market
Price
8
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.
Nomination and Remuneration Committee:
The Remuneration Committee of Directors of the Company is duly constituted with three Non-executive Independent Directors. The following Directors are the present members of the Committee.
1] Mr. B. B. Gupta
2] Mr. B. B. Huria
3] Dr. S. K. Ranjhan
Mr. B. B. Gupta is the Chairman of the committee and Mr. B. B. Huria and Dr. S. K. Ranjhan are the members of the committee.
Meetings and Attendance during the year
thDuring the year 2014-15, the committee met once on 14 August, 2014 to approve and advise/recommend the reappointment of Mr. Sirajuddin Qureshi – Managing Director.
Terms of Reference
alia, include determination of compensation package of Executive Director and Non-Executive Directors of the company.
Remuneration Policy
The remuneration policy of the company is directed towards rewarding performance, based on review of the achievements. The remuneration policy of the company is in consonance with the existing industry practice, which is broadly based on the following criteria:
1] Job responsibilities
a. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus Shares
No Bonus Shares were issued during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
Particulars of Employees:
A statement showing the particulars of employees pursuant to section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is mentioned below:-
Name of the Employee (Amt in Lacs Rs.) employment employment
Mr. Sirajuddin Chairman & BA, LLB 67 57.60 38 years 06.08.1993 Not Qureshi Managing Director years Applicable
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
The statement pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors), Rule 8(3), of the Companies (Account) Rules, 2014 is furnished in the Annexure forming part of the Report.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:
The particulars of Loans, guarantees or investments made under Section 186 is furnished below:
Status of Corporate Guarantees issued by the Company (Rs. In Lacs)
Details/Particulars Current Year Previous Year As at As at
31-03-2015 31-03-2014
1. Hind Agro Industries Limited for Credit facilities from Consortium of Banks Rs.30684.00 Rs.29605.00
2. Integrated Livestock Village Farm Private Limited for Corporate Loan from J & K Bank Rs.1050.00 Rs.1050.00
3. Others Rs.75.25 Rs.75.25
9
PARTICULARS OF RELATED PARTIES:
S. No. Name of the Nature of Nature of Debit Credit Amount as on Related Party Relationship Transaction Rs. in lacs Rs. in lacs 31.03.2015
Rs. in lacs
1 Hind Agro Ind. Ltd. Subsidiary Co. Business 4857.47 5052.46 Credit 950.37 Transactions
2 Islamuddin & Co. Firm in Which KMP Rent Paid 22.69 79.96 Credit 65.62 are Interested
3 Al- Mashriq Firm in Which KMP Business NIL 10.29 NIL Exports Pvt. Ltd. are Interested Transactions
4 Samar Travels & Cargo Firm in Which KMP Business NIL NIL NIL Pvt. Ltd. are Interested Transactions
5 Fast Trax Food (P) Ltd. Firm in Which KMP Business NIL NIL NIL are Interested Transactions
6 Mrs. Kiran Qureshi Relatives of KMP Rent Paid 1.20 12.00 Credit 32.40
7 Hind Air Link (P) Ltd. Firm in Which KMP Business 50.00 47.85 NIL are Interested Transactions
8 Aliffa Agro (India) P. Ltd Firm in Which KMP Business 1818.90 1818.90 NIL are Interested Transactions
9 Eatcco Foods (P) Ltd. Firm in Which KMP Business NIL NIL NIL are Interested Transaction
10 Hind Air Star Pvt Ltd Firm in Which KMP Business NIL NIL NIL are Interested Transaction
10 Hind Air Services (P) Ltd Firm in Which KMP Business NIL NIL NIL are Interested Transactions
11 Integrated Live Stock Firm in Which KMP Raw Material Village Farm Pvt Ltd are Interested Purchase 2593.32 1080.60 Debit 782.97
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
S. No. Name of the Nature of Nature of Duration of Silent Terms Justification Date of Amount Date on which Related Party Relation Ship Transaction Contract of Contract for entering approval paid as the special
into such by the advance resolution was contracts Board passed in
general meeting as required under first proviso to section 188
1 Hind Agro Ind. Ltd. Subsidiary Co. Business Transaction Sale of Product at the
Products prevailing Market Price
2 Islamuddin & Co. Firm in Which KMP Rent Paid 3 Yrs Lease Rent To Transact the 30/05/2013 NIL N.A. are interested Business at the
prevailing Market Price
3 Mrs. Kiran Qureshi Relatives of KMP Rent Paid 3 Yrs Lease Rent To Transact the 30/05/2013 NIL N.A. Business at the prevailing Market Price
4 Integrated Live Firm in Which KMP Raw Material 3 Yrs Purchase & To Transact the 30/05/2013 Rs.782.97 N.A. Stock Village Farm are Interested Purchase Sale of Product at the Lacs Pvt Ltd Products prevailing Market
Price
10
Related Parties and related party relationships are identified by the company and relied upon by the Auditors
B. KEY MANAGERIAL PERSONNEL
S. NAME OF THE No. PERSONS RELATION TRANSACTION (Rs. in Lacs)
1. Shri Sirajuddin Qureshi Director
2. Smt. Kiran Qureshi Director Rent 12.00
3. Dr. Naseem Qureshi Director - -
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.
Explanation or comments on Qualifications, reservations or adverse remarks or disclaimers made by the Auditors and Practicing Company Secretary in their reports:
1. Statutory Auditors
The explanations/comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors are self explanatory.
2. Secretarial Auditor
In the matter of adverse remark by the secretarial auditor in the secretarial Audit Report, we want to inform you that some compliance has been already made and some compliance has been in processes and we are committed to complete all the compliances as soon as possible.
3. Internal Auditors
In compliance to Section138 of the Companies Act, 2013 the Company had appointed a competent employee of the Company as Internal Auditor, who has been taking care of all the financial controls along with working of the company and has been reporting to the Management for the observation/discrepancies noted and suitable steps are immediately taken accordingly.
Company’s Policy relating to Directors Appointment, payment of Remuneration and Discharge of their duties:
Presently the Company has a Nomination and Remuneration committee comprising of 3 Independent Directors of the Company. The Committee had a meeting on
NATURE OF NATURE OF AMOUNT
Managing Remuneration 57.60
th14 August, 2014, during the year to consider re- appointment of Mr. Sirajuddin Qureshi as Chairman and Managing Director of the Company for a period of three
th thyears effective from 6 August, 2014 to 5 August, 2017 and payment of suitable remuneration subject to its approval by the Board of Directors of the Company and subsequently by the Members at the ensuing Annual General Meeting of the Company.
As per requirements of the Companies Act, 2013, the Company has 3 Independent Directors on the Board. They are also the members to the Audit Committee and Shareholders/Investors Grievances Committee of the Company.
Annual Report:
stas on the financial year ended on 31 March 2015
[Pursuant to section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
1. CIN L74899DL1973PLC006667
3. Name of Company HIND INDUSTRIES LIMITED
4. Category/sub category Public Company Limited by of the Company Shares
5. Address of Registered A-1, Phase-1, Okhla Industrial Office & Contact details Area, New Delhi - 110020
Ph: +91-11-26372786-92 Fax: +91-11-26817941-42 E-mail: info@hind.in
6. Whether listed Yes
7. Name, Address & Skyline Financial Services contact details of Private Limited
stRegistrar & Share D-153/A, 1 Floor, Okhla Transfer Agent Industrial Area,
New Delhi – 110020 Tel.: 011-64732681-88
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)
S. Name and Description NIC Code of % to total No. of main products / the Product turnover of
services /service the company
[No. of Companies for which information is being filled]]
S. No. NAME AND ADDRESS OF THE COMPANY SUBSIDIARY / HELD SECTION
ASSOCIATE
1 Hind Agro Industries Limited C.D.F. Complex, Anupshahr Road, Aligarh, U.P. - 202122 U01211UP1994PLC016502 Subsidiary 70.49 129
2 Not Applicable - - - -
VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of No. of Shares held at the beginning of No. of Shares held at the end of the year % Change st stShareholders the year as on 31 March 2014 as on 31 March 2015 during
the year
Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 641600 582150 1223750 14.17 641600 582150 1223750 14.17 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 2228800 396300 2625100 30.40 2228800 396300 2625100 30.40 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) 2870400 978450 3848850 44.57 2870400 978450 3848850 44.57 0
B. Public Shareholding
B1. Institutions
a) Mutual Funds 0 10100 10100 0.12 0 10100 10100 0.12 0
b) Banks / FI 247799 1000 248799 2.88 222685 1000 223685 2.59 -0.29
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 1792 0 1792 0.02 +0.02
h) Foreign Venture Capital
Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 247799 11100 258899 3.00 224477 11100 235577 2.73 -0.27
B2. Non-Institutions
a) Bodies Corp.
i) Indian 689919 105300 795219 9.21 694344 105300 799644 9.26 +0.02
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 930043 478127 1408170 16.31 803285 436276 1266561 14.67 -1.64
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 267258 1823200 2090458 24.21 431634 1823200 2254834 26.11 +1.90
CIN/GLN HOLDING/ % OF SHARES APPLICABLE
10
Related Parties and related party relationships are identified by the company and relied upon by the Auditors
B. KEY MANAGERIAL PERSONNEL
S. NAME OF THE No. PERSONS RELATION TRANSACTION (Rs. in Lacs)
1. Shri Sirajuddin Qureshi Director
2. Smt. Kiran Qureshi Director Rent 12.00
3. Dr. Naseem Qureshi Director - -
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.
Explanation or comments on Qualifications, reservations or adverse remarks or disclaimers made by the Auditors and Practicing Company Secretary in their reports:
1. Statutory Auditors
The explanations/comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors are self explanatory.
2. Secretarial Auditor
In the matter of adverse remark by the secretarial auditor in the secretarial Audit Report, we want to inform you that some compliance has been already made and some compliance has been in processes and we are committed to complete all the compliances as soon as possible.
3. Internal Auditors
In compliance to Section138 of the Companies Act, 2013 the Company had appointed a competent employee of the Company as Internal Auditor, who has been taking care of all the financial controls along with working of the company and has been reporting to the Management for the observation/discrepancies noted and suitable steps are immediately taken accordingly.
Company’s Policy relating to Directors Appointment, payment of Remuneration and Discharge of their duties:
Presently the Company has a Nomination and Remuneration committee comprising of 3 Independent Directors of the Company. The Committee had a meeting on
NATURE OF NATURE OF AMOUNT
Managing Remuneration 57.60
th14 August, 2014, during the year to consider re- appointment of Mr. Sirajuddin Qureshi as Chairman and Managing Director of the Company for a period of three
th thyears effective from 6 August, 2014 to 5 August, 2017 and payment of suitable remuneration subject to its approval by the Board of Directors of the Company and subsequently by the Members at the ensuing Annual General Meeting of the Company.
As per requirements of the Companies Act, 2013, the Company has 3 Independent Directors on the Board. They are also the members to the Audit Committee and Shareholders/Investors Grievances Committee of the Company.
Annual Report:
stas on the financial year ended on 31 March 2015
[Pursuant to section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
1. CIN L74899DL1973PLC006667
3. Name of Company HIND INDUSTRIES LIMITED
4. Category/sub category Public Company Limited by of the Company Shares
5. Address of Registered A-1, Phase-1, Okhla Industrial Office & Contact details Area, New Delhi - 110020
Ph: +91-11-26372786-92 Fax: +91-11-26817941-42 E-mail: info@hind.in
6. Whether listed Yes
7. Name, Address & Skyline Financial Services contact details of Private Limited
stRegistrar & Share D-153/A, 1 Floor, Okhla Transfer Agent Industrial Area,
New Delhi – 110020 Tel.: 011-64732681-88
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)
S. Name and Description NIC Code of % to total No. of main products / the Product turnover of
services /service the company
[No. of Companies for which information is being filled]]
S. No. NAME AND ADDRESS OF THE COMPANY SUBSIDIARY / HELD SECTION
ASSOCIATE
1 Hind Agro Industries Limited C.D.F. Complex, Anupshahr Road, Aligarh, U.P. - 202122 U01211UP1994PLC016502 Subsidiary 70.49 129
VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of No. of Shares held at the beginning of No. of Shares held at the end of the year % Change st stShareholders the year as on 31 March 2014 as on 31 March 2015 during
the year
Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 641600 582150 1223750 14.17 641600 582150 1223750 14.17 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 2228800 396300 2625100 30.40 2228800 396300 2625100 30.40 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) 2870400 978450 3848850 44.57 2870400 978450 3848850 44.57 0
B. Public Shareholding
B1. Institutions
a) Mutual Funds 0 10100 10100 0.12 0 10100 10100 0.12 0
b) Banks / FI 247799 1000 248799 2.88 222685 1000 223685 2.59 -0.29
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 1792 0 1792 0.02 +0.02
h) Foreign Venture Capital
Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 247799 11100 258899 3.00 224477 11100 235577 2.73 -0.27
B2. Non-Institutions
a) Bodies Corp.
i) Indian 689919 105300 795219 9.21 694344 105300 799644 9.26 +0.02
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 930043 478127 1408170 16.31 803285 436276 1266561 14.67 -1.64
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 267258 1823200 2090458 24.21 431634 1823200 2254834 26.11 +1.90
CIN/GLN HOLDING/ % OF SHARES APPLICABLE
12
c) Others (specify)
Non Resident Indians 64359 50116 114475 1.33 66631 49616 116247 1.35 +0.02
Overseas Corporate
Bodies 0 0 0 0 0 0 0 0 0
Foreign Nationals 0 0 0 0 0 0 0 0 0
Clearing Members 2247 0 2247 0.03 830 0 830 0.01 -0.02
Trusts 500 0 500 0.01 500 0 500 0.01 0
Directors & their relative 0 0 0 0 0 0 0 0 0
HUFs 117422 0 117422 1.36 113197 0 113197 1.31 -0.05
Foreign Bodies - D R 0 0 0 0 0 0 0 0 0
Sub-total (B)(2):- 2071748 2456743 4528491 52.44 2110421 2414392 4551813 52.71 +0.27
Total Public Shareholding (B)=(B)(1)+ (B)(2) 2319547 2457743 4787390 55.43 2334898 2425492 4787390 55.43 0
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 5189947 3446293 8636240 100.00 5205298 3403942 8636240 100.00 0
ii) Shareholding of Promoter-
S. Shareholder’s Name Shareholding at the beginning Share holding at the end % change in No. of the year of the year share holding
during the year
No. of % of %of Shares No. of % of total %of Shares Shares total Pledged / Shares Shares of Pledged /
Shares encumbered the encumbered of the to total company to total
company shares shares
1 SHEHLA QURESHI 150 0.00 0 150 0.00 0 0
2 SAMAR QURESHI 150 0.00 0 150 0.00 0 0
3 MEHBOOB KHAN 1000 0.01 0 1000 0.01 0 0
4 MADHU GUPTA 2000 0.02 0 2000 0.02 0 0
5 BHARAT BHUSHAN GUPTA 2000 0.02 0 2000 0.02 0 0
6 MOHIT GUPTA 5300 0.06 0 5300 0.06 0 0
7 MOHAMMED ABDUL HALEEM 100000 1.16 0 100000 1.16 0 0
8 NASEEM QURESHI 100150 1.16 0 100150 1.16 0 0
9 SIRAJUDDIN QURESHI 418750 4.85 0 418750 4.85 0 0
10 KIRAN QURESHI 594250 6.88 0 594250 6.88 0 0
11 EATCCO FOODS PVT LTD 6800 0.08 0 6800 0.08 0 0
12 BAROQUE INVESTMENT AND
TRADING PVT LTD 50000 0.58 0 50000 0.58 0 0
13 KERB SECURITIES PVT LTD 50100 0.58 0 50100 0.58 0 0
14 BARBECUE INVESTMENT &
FINANCE PVT LTD 50700 0.59 0 50700 0.59 0 0
15 HIND AVIATION PVT. LTD. 75800 0.88 0 75800 0.88 0 0
16 SAMAR TRAVELS & CARGO PVT. LTD. 162900 1.89 0 162900 1.89 0 0
17 AL MASHRIQ EXPORTS PVT LTD 2228800 25.81 1378800 2228800 25.81 1378800 0
13
iii) Change in Promoters’ Shareholding (please specify, if there is no change)
SN Shareholding at the beginning of the year during the year
No. of % of total No. of % of total shares shares of the shares shares of the
company company
At the beginning of the year 3848850 44.57 3848850 44.57
Date wise Increase / Decrease in Promoters No Change No Change No Change No Change
Share holding during the year 3848850 44.57 3848850 44.57
specifying the r

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