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SAMRIDHI FIBRE LIMITED

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Samridhi Fibre Limited

Annual Report2014-2015


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BOARD OF DIRECTORS : SHRI J K KANKARIA

SHRI B S BAID

SHRI U K BOTHRA

SHRI P BOTHRA

SMT. A MEHTA

AUDITORS : CHETAN & CO.

CHARTERED ACCOUNTANTS

KOLKATA

BANKERS : CANARA BANK

HDFC BANK LTD.

REGISTERED OFFICE : 5, MIDDLETON STREET

KOLKATA - 700 071

Samridhi Fibre Limited


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NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the 40th Annual General Meeting of the Members of SAMRIDHI FIBRELTD will be held at the Registered Office of the Company at 5, Middleton Street, Kolkata-700071 onTuesday, the 29th September, 2015 at 12.30 P.M. to transact the following business:-

ORDINARY BUSINESS:-

1) ADOPTION OF ACCOUNTS:

To receive, consider and adopt the Balance Sheet of the Company for the year ended31st March, 2015 and the statement of Profit & Loss Account as at that date and the Report ofthe Directors and Auditors thereon.

2) RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

To appoint a Director in place of Mr. Jai Kumar Kankaria (holding DIN 00409918), who retires byrotation and being eligible, offer himself for re-appointment.

3) APPOINTMENT OF AUDITORS:

To re-appoint Auditors for the current year and to authorise the Board of Directors to fix theirremuneration and in this regard to pass with or without modification(s), the following resolutionas an Ordinary Resolution. Messers Chetan & Co., Chartered Accountants, retiring Auditors iseligible for re-appointment:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicableprovisions, if any, of the Companies Act, 2013, Messers Chetan & Co., (Firm RegistrationNo 321151E), Chartered Accountants, be and are hereby re-appointed as the StatutoryAuditors of the Company to hold office from the conclusion of this Annual General Meetingtill the conclusion of the next Annual General Meeting, at a remuneration to be decided bythe Board of Directors in consultation with the Auditors.”

Registered Office: - By Order of the Board5, Middleton Street, Kolkata- 700071CIN: L67120WB1975PLC030001 U K BothraPh: (033) 22872607; Fax: (033) 22872587 DirectorE mail: [email protected] (DIN-00401414)Dated: 31st July, 2015

mailto:[email protected]


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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINTA PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE AMEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVEDWITH THE COMPANY AT THE REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORETHE MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY ANDHOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARECAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THANTEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTSMAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXYFOR ANY OTHER PERSON OR SHAREHOLDER.

2. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and Share Transferbooks of the Company will remain closed from 23rd September 2015 to 29th September 2015(both days inclusive).

Registered Office: - By Order of the Board5, Middleton Street, Kolkata- 700071CIN: L67120WB1975PLC030001 U K BothraPh: (033) 22872607; Fax: (033) 22872587 DirectorE mail: [email protected] (DIN-00401414)



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REPORT OF THE DIRECTORS

TO THE MEMBERS

Your Directors have pleasure in presenting their 40th Annual Report on the business andoperations of the Company and the accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS: 2014-15 2013-14 (Rs.) (Rs.)

Profit/(Loss) before Taxation 2780048 3080440

Less : Provision For Taxation 900000 725000

Income Tax For Earlier years - 900000 671382 1396382

Profit after Taxation 1880048 1684058

Add: Surplus brought forward from previous year 22,763,962 2,30,79,252

Deferred Tax 8,308 22,772,270 652 23079904

Profit available for appropriation 24,652,318 24763962

Less: Transfer to General Reserve 20,00,000 20,00,000

Surplus Carried to Balance Sheet 22,652,318 22763962

DIVIDEND:

In view of the planned business growth, your Directors deem it proper to preserve theresources of the Company for its activ ities and therefore, do not propose any dividend forthe financial year ended March 31, 2015.

RESERVES:

The Board at its meeting held on 31st July, 2015 approved the transfer of Rs. 20,00,000 toReserves.

RESUME OF PERFORMANCE:Your Company’s performance during the year under report has remained marginal in terms ofits turnover. There has been no change in the business of the Company during the financialyear ended 31st March, 2015. During the year under review, the net revenue from operations ofyour Company increased from Rs. 68,59,456 to Rs.78,68,610. For the Financial Year 2014-15, your Company’s profit after tax stood at Rs. 18,88,356 vis-à-vis Rs. 16,84,710 in theprevious year.


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In view of the slowdown and the downtrend being witnessed in the Indian Economy, the aforesaidResults and the Performance of the Company is considered to be quite satisfactory.

DEVELOPMENTS:Your Directors continue their sincere efforts to improve the quality of the Company’s servicesto augment the Company’s realisation pattern.

CAPITAL EXPENDITURE:No Capital Expenditure has been incurred during the year.

MATERIAL CHANGES AND COMMITMENTS:-There have been no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statement relates and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:Details of loans and investments by the Company to other Body Corporates or persons aregiven in notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:The Internal control system aims to provide reasonable assurance with regard to safeguardingof assets from unauthorized use or losses, preventing revenue leakage, recording and providingreliable financial and operational information, complying with various statutory provisions andpromoting operational efficiency by cost control.

The Company has in place adequate systems of internal control procedures commensuratewith the Company’s size and nature of its operations. The Internal Audit Reports of the Companyare discussed and reviewed by a qualified and independent Audit Committee of the Board ofDirectors and the recommendations of the Audit Committee are duly implemented in suchreports.

DEPOSITS:Your Company has not invited any deposits from public/shareholders in accordance with Section73 and 74 of the Companies Act, 2013 for the financial year ended on March 31, 2015.

TRANSACTIONS WITH RELATED PARTIES:All related party transactions that were entered during the financial year were in theordinary course of business and on an arm’s length basis. There are no materiallysignificant related party transactions made by the company with Promoters, Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large. Thus, disclosure in Form AOC – 2 is not required.


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AUDIT COMMITTEE:

The Company at its Board meeting held on 14th November, 2014 has constituted an AuditCommittee as per the provisions of Section 177 of the Companies Act, 2013. The members ofthe Audit Committee, its terms of reference, the meetings of the Audit Committee and attendancethereat of the members of the Committee is in compliance with the said provisions of the Act.

NOMINATION AND REMUNERATION COMMITTEE:

In compliance with the provisions of Section 178 of the Companies Act, 2013 together, theBoard at its meeting held on 14th November, 2014 constituted the Nomination and RemunerationCommittee with the requisite composition of members. The terms of reference are in compliancewith the said provisions of the Act.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

The Company has not developed and implemented any Corporate Social Responsibility initiativesas the provisions under Section 135 of the Companies Act, 2013 read with Rules thereunderare not applicable to the Company for the year under review. Thus, the Company has not madeany contribution towards Corporate Social Responsibility activities.

RISK MANAGEMENT POLICY:

As the elements of risk threatening the Company’s existence is very minimal. The Companydoes not have any Risk Management Policy.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES:

The Company does not have any subsidiary/associate/joint venture company for the yearended 31st March, 2015.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2015 was Rs. 24 lacs. Therewas no change in the Authorised or Paid-up Capital/Subscribed Capital during FY 2014-15.

a) Issue of equity shares with differential rights:

The Company did not issue equity shares with differential rights during the financial year2014-15.

b) Issue of sweat equity shares:

The Company did not issue sweat equity shares during the financial year 2014-15.

c) Issue of employee stock options:

The Company did not issue stock options during the financial year 2014-15.


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d) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:The Company does not have a scheme for purchase of its own shares by employees or bytrustees for the benefit of employees.

FINANCE:Cash and cash equivalents as at March 31, 2015 was Rs. 632,240. The Company continuesto focus on judicious management of its working capital, receivables, inventories and otherworking capital parameters were kept under strict check through continuous monitoring.DETAILS OF BOARD MEETINGS:During the year under review, 8 Board meetings were held, details of which are given below.The intervening gap between the Meetings was within the period prescribed under the CompaniesAct, 2013.

Date of the meeting No. of Directors attended the meeting5th May, 2014 429th May,2014 410th June, 2014 423rd July, 2014 415th September, 2014 414th November, 2014 414th February, 2015 431st March, 2015 5

EXTRACT OF ANNUAL RETURN:Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act’) and Rule 12 (1) of theCompanies (Management and Administration) Rules, 2014, extract of annual return is given inAnnexure ‘A’ in the prescribed Form MGT-9, which forms part of this report.DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of theCompany confirms that-1) in the preparation of the Annual Accounts for the year ended 31st March, 2015,

applicable accounting standards have been followed and there have been no materialdepartures requiring further explanation;


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2) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the period as also certif ied by the Statutory Auditors of theCompany;

3) they have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013. They confirmthat there are adequate systems and controls for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

4) the annual accounts of the Company for the year ended 31st March, 2015 have beenprepared on a going concern basis;

5) they have laid down internal f inancial controls which are followed by the Company andsuch internal f inancial controls are adequate and are operating effectively;

6) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.

DIRECTORS:Section 149(4) of the Companies Act, 2013 requires every listed public Company to haveat least one-third of the total number of directors as Independent Directors. The independentdirectors have given their declarations that they meet the criteria of independence as laiddown under Section 149(6) of the Companies Act, 2013.

Shri Pankaj Bothra (holding DIN 00329988) and Shri U K Bothra (holding DIN 00401414),Independent Directors are not liable to retire by rotation. Accordingly Shri J K Kankaria(holding DIN 00409918), Non-Executive Director retires by rotation and being eligible hasoffered himself for re-appointment.

During the financial year 2014-15, Shri B S Baid (holding DIN 01517268), Director of theCompany has relinquished the Directorship of the Company on 31st March, 2015.

Necessary resolution for the appointment/re-appointment of the aforesaid director hasbeen incorporated in the Notice convening the Annual General Meeting for your approval.

BOARD EVALUATION:In terms of Section 134(3)(p) of the Companies Act, 2013, the Board has carried out anannual performance evaluation of its own performance, the directors individually as wellas the evaluation of the working of its Audit and Nomination & Remuneration Committees.

The Board evaluated its own performance on the basis of inputs obtained from all thedirectors depending on criteria such as the Board composition, effectiveness of boardprocesses, information and functioning, etc.


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The Board evaluated the performance of the committees based on inputs obtained fromthe committee members depending on criteria such as the composition of committees,effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) evaluated theperformance of the individual directors depending on criteria such as the contribution ofthe individual director to the Board and committee meetings like preparedness on theissues to be discussed and other inputs in meetings, etc.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company has a well drafted Remuneration policy in place as is required under theprovisions of Section 178(3) of the Companies Act, 2013. The brief particulars of thepolicy are produced hereunder:i . Terms of reference:

The terms of reference of the Remuneration Committee, inter alia, consists of reviewingthe overall compensation policy, service agreements, performance incentive and otheremployment conditions of Board Member(s). The recommendations of the RemunerationCommittee are considered and approved by the Board of Directors, subject to theapproval of the shareholders, wherever necessary.

ii. Remuneration payable to Non-Executive Directors:The Non-Executive Directors have decided to forgo their sitting fees for attending themeetings of the Company at the meeting of Board held on 30th April, 2012.None of the Non-Executive Directors are entitled to any remuneration. The Non-ExecutiveIndependent Directors of the Company do not have any other material pecuniaryrelationships or transactions with the Company or its directors, senior management,subsidiary or associate, other than in normal course of business.

DECLARATION BY INDEPENDENT DIRECTOR(S):Shri Pankaj Bothra (holding DIN 00329988) and Shri U K Bothra (holding DIN 00401414)are independent Directors on the Board of your Company. In the opinion of the Board andas confirmed by them, they fulfil the conditions specified in section 149 of the Act and therules made thereunder about their status as Independent Directors of the Company.

DISCLOSURES:The Company has no manufacturing activ ity and therefore, information in accordancewith the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies(Appointment & Remuneration) Rules 2014 regarding Conservation of Energy, Researchand Development, Technology Absorption, Adaptation and Innovation and Foreign Exchangeearnings and outgo is not applicable to the Company.


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PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is givenin Annexure ‘B’, which forms part of this report.

AUDITORS:

i . STATUTORY AUDITORS:

M/s. Chetan & Co. (Firm Registration No. 321151E), Chartered Accountants, StatutoryAuditors of the Company retire at the ensuing Annual General Meeting and beingeligible, offer themselves for re-appointment. They have furnished a Certif icate tothe ef fect that their appointment wil l be in accordance with the limits specif ied inSection 139 read with Section 141 of the Companies Act, 2013. You are requestedto consider their appointment.

ii. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Company has appointed Shri P K Jain (FCS No. 4031) of M/s. P K Jain & Co.,Company Secretary in Practice to undertake the Secretarial Audit of the Companyfor the financial year 2014-15. The Secretarial Audit Report is annexed herewith asAnnexure ‘C’, which forms part of this report.

AUDITOR’S REPORT:

M/s. Chetan & Co. (Firm Registration No. 321151E), Chartered Accountants and StatutoryAuditors of the Company, have submitted their Report under Section 143 of the CompaniesAct, 2013 read with rules thereunder and the comments made by them in their Reporthave been adequately dealt with in the relative Notes to the Financial Statements whichare self explanatory.

SECRETARIAL AUDIT REPORT:

Shri P.K Jain (FCS No. 4031) of M/s. P K Jain & Co., Company Secretary in practice hassubmitted the Secretarial Audit Report under Section 204 of the Companies Act, 2013read with rules thereunder and the comments made by him in the said report is selfexplanatory. The report does not contain any qualif ications, reservations or adverseremarks. Report of the secretarial auditor is given as Annexure ‘C’, which forms part ofthis report.


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LISTING:

The Equity shares of the Company are listed on The Calcutta Stock Exchange Ltd., 7,Lyons Range, Kolkata-700001. The Annual Listing Fees for the year 2014-15 has beenduly paid.

SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):

SEBI has initiated SCORES for processing the investor complaints in a centralized webbased redress system and online redressal of all the shareholders complaints. Thecompany is in compliance with the SCORES and redresses the shareholders complaints,if any, well within the stipulated time.

CORPORATE GOVERNANCE:

Pursuant to SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014,compliance with Clause 49 of the listing agreement entered into with the Stock Exchangeis not mandatory for the Company, given the fact that the paid up share capital does notexceed Rs. 10 crores and the net worth of the Company as on 31st March, 2015 does notexceed the stipulated limit of Rs. 25 crores. But as a good corporate governance practice,the Company has attached Report on Corporate Governance in Annexure ‘D’ formingpart of this report.

Accordingly, the Management Discussion and analysis report for the year under review isalso not required to be annexed to the Director’s report.

VIGIL MECHANISM FRAMEWORK / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism framework / Whistle Blower Policy interms of Section 177 (9) of the Companies Act, 2013 read with rules thereunder andrevised Clause 49 of the Listing agreement for the directors and employees of the Companywho should report genuine concerns as stipulated in the Policy in such manner as maybe prescribed in the Policy.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).


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For & on behalf of the Board of DirectorsRegistered Office: -5, Middleton Street U K Bothra J K KankariaKolkata- 700071 (DIN 00401414) (DIN 00409918)Dated: 31st July, 2015 Director Director

ACCOUNTING POLICIES AND PROCEDURES:

The Significant accounting policies as narrated in the Notes to the Financial Statementsis in conformity with the Accounting Standards issued by the Institute of CharteredAccountants of India and referred to under Section 129 of the Companies Act, 2013, asapplicable to the Company have been followed as usual in the course of preparing andpresenting these Accounts.APPRECIATION:Your Directors place on record their earnest appreciation for the unstinted commitment,dedication, hard work and significant services rendered by employees, Governmentagencies and other stakeholders of the Company.

The Board would also like to record its specific appreciation for the confidence andunderstanding shown by the Members in the Company.


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ANNEXURES TO THE DIRECTORS’ REPORTAnnexure ‘A’ to the Director’s Report

Form No. MGT-9EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015

of SAMRIDHI FIBRE LTD[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS:

S.NO. PARTICULARS REMARKS1. CIN L67120WB1975PLC0300012. Registration Date 05/05/1975

3. Name of the Company SAMRIDHI FIBRE LTD

4. Category / Sub-Category of the Company Category- Company limited by shares Sub-category-Indian Non-Government Company

5. Address of the Registered office and 5, Middleton Street, KOLKATA-700071contact details Phone No.-033-22872607

E-mail Id: [email protected]

6. Whether listed company Yes

7. Name, Address and Contact details of NoneRegistrar and Transfer Agent, if any

II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S.No. Name and Description of main NIC Code of the Product % to total turnoverproducts / services / service of the company

1. Raw Jute 131 & 139*# 31.15

2. Rental or leasing services of factories,office buildings, ware houses 681*# 62.59

* As per National Industrial Classification Code 2008 – Ministry of Statistics and ProgrammeImplementation

# On the basis of Gross Turnover

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. Name And Address CIN/GLN Holding/Subsidiary/ % of shares ApplicableNo. Of The Company Associate held Section1. NONE N.A. N.A. N.A. N.A.



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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(i) Category-wise Share Holding

Category of No. of Shares held No. of Shares held % ChangeShareholders at the beginning of the year at the end of the year During

i.e. 01.04.2014 i.e. 31.03.2015 the yearDemat Physical Total % of Total Demat Physical Total % of Total

Shares SharesA. Promoters

(1) Indian(a) Individual/HUF - 152036 152036 63.35 - 152036 152036 63.35 -(b) Central Govt - - - - - - - - -(c) State Govt (s) - - - - - - - - -(d) Bodies Corp. - 75356 75356 31.40 - 75356 75356 31.40 -(e) Banks / FI - - - - - - - - -(f) Any Other…. - - - - - - - - -

Sub-total (A) (1):- - 227392 227392 94.75 - 227392 227392 94.75 -

(2) Foreigna) NRIs– Individuals - - - - - - - - -b) Other–Individuals - - - - - - - - -c) Bodies Corp. - - - - - - - - -d) Banks / FI - - - - - - - - -e) Any Other…. - - - - - - - - -

Sub-total (A) (2):- - - - - - - - - -Total shareholding of Promoter(A) =(A)(1)+(A)(2) - 227392 227392 94.75 - 227392 227392 94.75 -

B. PublicShareholding1. Institutions

a) Mutual Funds - - - - - - - - -b) Banks / FI - - - - - - - - -c) Central Govt - - - - - - - - -d) State Govt(s) - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies - - - - - - - - -g) FIIs - - - - - - - - -h) Foreign Venture CapitalFunds - - - - - - - - -i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutionsa) Bodies Corp.i) Indian - - - - - - - - -ii) Overseas - - - - - - - - -


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b) Individuals - 12608 12608 5.25 - 12608 12608 5.25 -i) Individual shareholdersholding nominal sharecapital upto Rs. 1 lakh - - - - - - - - -ii) Individual shareholdersholding nominal share capitalin excess of Rs 1 lakh - - - - - - - - -c) Others(specify) - - - - - - - - -

Sub-Total (B)(2):- - 12608 12608 5.25 - 12608 12608 5.25 -

Total Public Shareholding(B)=(B)(1)+(B)(2) - 12608 12608 5.25 - 12608 12608 5.25 -

C. Shares held byCustodian forGDRs & ADRs - - - - - - - - -

Grand Total(A+B+C) - 240000 240000 100.00 - 240000 240000 100.00 -

Category of No. of Shares held No. of Shares held % ChangeShareholders at the beginning of the year at the end of the year During

i.e. 01.04.2014 i.e. 31.03.2015 the year

Demat Physical Total % of Total Demat Physical Total % of TotalShares Shares


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(iii) Change in Promoters’ Shareholding (please specify, if there is no change):Sl. Shareholding at the beginning Cumulative Shareholding duringNo. of the year i.e. 01.04.2014 the year

No. of % of total shares No. of % of total sharesshares of the company shares of the company

1. At the beginning of the year 227392 94.75 # #

2. Date wise Increase/Decreasein Promoters Share holdingduring the Year specifying thereasons for increase/decrease(e.g. allotment/transfer/bonus/sweat equity etc):

3. At the end of the year 227392 94.75 # #

#S.No. Name of Promoter Date Increase(+)/Decrease(-) Reason

1 POONAM DUGAR 10/06/2014 -41765 Transfer

2 ANURADHA MEHTA 10/06/2014 +114765 Transfer

3 DIVYA DUGAR 10/06/2014 -36000 Transfer

4 MEGHNA SANGHVI 10/06/2014 -37000 Transfer

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders ofGDRs and ADRs):

Sl. For each of the Top 10 Shareholding at the beginning Cumulative Shareholding No. Shareholders of the year i.e. 01.04.2014 during the year i.e. 31.03.2015


1. At the beginning of the year 3690 1.54 - -

2. Date wise Increase/Decreasein Share holding during the yearspecifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):

3. At the End of the year (or on thedate of separation, if Separated 3690 1.54 - -during the year)

There is no change in Top 10 shareholder’sshareholding between 01.04.2014 to 31.03.2015

There is no change in Top 10 shareholder’sshareholding between 01.04.2014 to 31.03.2015


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(v). Shareholding of Directors and Key Managerial Personnel:

Sl. For each of the Directors Shareholding at the beginning Cumulative ShareholdingNo. and KMP of the year i.e. 01.04.2014 during the year


1. At the beginning of the year 37371 15.57 # #

2. Date wise Increase/Decreasein Share holding during the year # # # #specifying the reasons for increase/ decrease (e.g. allotment/transfer/bonus/sweat equity etc):

3. At the end of the year 152136 63.39 # ##

Date of Transfer Ledger Name of Transferor & No. of ShareFolio Transferee

10/06/2014 From : P/031 POONAM DUGAR 41,765To : A/030 ANURADHA MEHTA

10/06/2014 From : J/019 DIVYA DUGAR 36,000To : A/030 ANURADHA MEHTA

10/06/2014 From : M/030 MEGHNA SANGHVI 37,000To : A/030 ANURADHA MEHTA

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment:

Secured Loans Excluding deposits Unsecured Loans Deposits Total IndebtednessIndebtedness at the beginningof the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due - - - -Total (i+ii+iii) - - - -Change in Indebtedness duringthe financial year• Addition• Reduction - - - -Net Change - - - -Indebtedness at the end of thefinancial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due - - - -Total (i+ii+iii) - - - -


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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.No. Particulars of Remuneration Name of MD/ WTD/Manager Total Amount (Rs.)1. Gross salary

(a) Salary as per provisions containedin Section 17(1) of the Income-taxAct,1961 - -

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 - -

(c) Profits in lieu of salary underSection 17(3) Income Tax Act, 1961 - -

2. Stock Option - -3. Sweat Equity - -4. Commission

- as % of profit- others, specify… - -

5. Others, please specify - -Total (A) - -Ceiling as per the Act - -

B. Remuneration to other directors:Sl. No. Particulars of Remuneration Name of Directors Total Amount

1. Independent Directors• Fee for attending board/committee meetings• Commission• Others, please specify - - - - -Total (1) - - - - -

2. Other Non-Executive Directors• Fee for attending board/committee meetings• Commission• Others, please specify - - - - -Total (2) - - - - -Total (B)=(1+2) - - - - -Total Managerial Remuneration - - - - -Overall Ceiling as per the Act - - - - -


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C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD:

S.No. Particulars of Remuneration Key Managerial PersonnelCEO Company Secretary CFO Total

1 Gross salary(a) Salary as per provisions contained

in Section 17(1) of the Income-taxAct, 1961 - - - -

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961 - - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission- as % of profit- others, specify… - - - -

5 Others, please specify - - - -Total - - - -

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority Appeal made, Companies Description Penalty / [RD/NCLT if any

Act Punishment/ /COURT] (give Details)Compoundingfees imposed

A. COMPANYPenaltyPunishmentCompounding

B. DIRECTORSPenaltyPunishmentCompounding

C. OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding


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Annexure ‘B’ to the Director’s Report

Information required under Section 197 of the Act read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each director to the median* remuneration of the employees ofthe Company for the financial year 2014-15:

Name of Director Designation Ratio to median remuneration

Shri U K Bothra Non-Executive Independent Director -

Shri Pankaj Bothra Non-Executive Independent Director -

Shri J K Kankaria Non-Executive Director -

Smt. Anuradha Mehta Non-Executive Director -

Shri B S Baid Non-Executive Director -

b ) The percentage increase in remuneration of each director, Chief Financial Officer, ChiefExecutive Officer, Company Secretary or Manager, in the financial year 2014-15;

Name of Director Designation % increase in remunerationin the financial year

Shri U K Bothra Non-Executive Independent Director -

Shri Pankaj Bothra Non-Executive Independent Director -

Shri J K Kankaria Non-Executive Director -

Smt. Anuradha Mehta Non-Executive Director -

Shri B S Baid Non-Executive Director -

a) The percentage increase in the median remuneration of employees in the financial year2014-15: Nil

b ) The number of permanent employees on the rolls of Company: None

c) The explanation on the relationship between average increase in remuneration and Companyperformance: N/A


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d) Comparison of the remuneration of the key managerial personnel against the performance ofthe Company:

Aggregate remuneration of key managerial personnel (KMP) in FY15 (Rs. In lacs) -

Total Revenue (Rs. In Lacs) -

Remuneration of KMP (as % of revenue) -

Profit before Tax (PBT) (Rs. In lacs) -

Remuneration of KMP (as % of PBT) -

e) (i) Variations in the market capitalisation of the Company, price earnings ratio as at the closing dateof the current financial year (31.03.2015) and previous financial year (31.03.2014):

Particulars 2014-15 2013-14 % change

Market Capitalisation (Rs. in lacs)

Price Earnings Ratio

(ii) Percentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer: N/A

f) Average percentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration: Nil

g) Comparison of each remuneration of the key managerial personnel against the performance of theCompany:

Particulars CEO CFO CS

Remuneration (Rs. In lacs) - - -

Revenue (Rs. In Lacs) - - -

Remuneration as % of revenue - - -

Profit before Tax (PBT) (Rs. In lacs) - - -

Remuneration as % of PBT - - -

h) The key parameters for any variable component of remuneration availed by the directors :None

The shares of the Company are very thinly traded hencethe Market Capitalization and Price earnings Ratio couldnot be ascertained.


22

i) The ratio of the remuneration of the highest paid director to that of the employees who arenot directors but receive remuneration in excess of the highest paid director during theyear 2014-15: None

j) Affirmation that the remunerat ion is as per the remuneration policy of the company :Not required

k) Requirements under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of theCompany (Appointment and remuneration of Managerial Personnel) Rules, 2014:

The provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of theCompany (Appointment and remuneration of Managerial Personnel) Rules, 2014 was notapplicable to the Company for the Financial Year 2014-15.


23

Annexure ‘C’ to the Director’s Report

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

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

To,The Members,Samridhi Fibre Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by M/s. Samridhi Fibre Limited (hereinafter called thecompany). Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filedand other records maintained by the company and also the information provided by the Company,its officers, agents and authorized representatives during the conduct of secretarial audit, I herebyreport that in my opinion, the company has, during the audit period covering the financial yearended on 31st March, 2015 complied with the statutory provisions listed hereunder and also thatthe Company has proper Board-processes and compliance-mechanism in place to the extent, inthe manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by M/s. Samridhi Fibre Limited for the financial year ended on 31st March, 2015 accordingto the provisions of:

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

(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) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder tothe extent of Foreign Direct Investment, Overseas Direct Investment and External CommercialBorrowings.(Not Applicable to the Company during the Period under Audit);


24

(v) The following Regulations and Guidelines (as amended from time to time) prescribed underthe Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

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

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

(c) The Secur it ies and Exchange Board o f Ind ia ( Issue o f Capital and DisclosureRequirements) Regulations, 2009 (Not Applicable to the Company during the Periodunder Audit);

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

(Not Applicable to the Company during the Period under Audit);

(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 TransferAgents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009.

(Not Applicable to the Company during the Period under Audit); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.


(i) The Company has complied with the requirements under the Equity Listing Agreementsentered into with “The Calcutta Stock Exchange Limited”; and

(j ) The Memorandum and Articles of Association.

(vi) The company operates in the Real Estate and compliances are made with the applicableregulatory authorities and the guidelines laid down by them.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(Not Applicable to the Company during the Period under Audit).


25

(ii) The Listing Agreement entered into by the Company with “The Calcutta Stock ExchangeLimited”.

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

I further report that-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,Non-Executive Directors, Independent Directors and a Woman Director. The changes in thecomposition of the Board of Directors that took place during the period under review were carriedout in compliance with the provisions of the Act and the Listing Agreement with The Calcutta StockExchange Limited.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least seven days in advance, and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recordedas part of the minutes.

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

I further report that for the purpose of examining the adequacy of compliances, reliance has beenplaced on the confirmation made at the Board meeting based on the reports received by theCompany.

PRAVIN KUMAR JAINProprietor - P K Jain & Co,

Company SecretariesPlace: Kolkata FCS No.: 4031Date: 31st July, 2015 C P No.: 4101


26

Annexure ‘D’ to the Director’s Report

REPORT ON CORPORATE GOVERNANCE

ToThe Shareholders,SAMRIDHI FIBRE LTD

We report that,

To the best of our information & knowledge, reporting on Corporate governance pursuant to clause49 of the listing agreement, is not applicable to us for the reason stated hereinafter:-

The revised Clause 49 pursuant to SEBI Circular No CIR/CFD/POLICY CELL/7/2014 dated September15, 2014 of the Listing Agreement is applicable to all listed companies, however, compliance withthe provisions of Clause 49 shall not be mandatory in respect of Companies having paid up equityshare capital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores, as on the lastday of the previous financial year.

The paid up share capital of your Company as on 31st March, 2015 is Rs. 49,00,000 which does notexceed the stipulated limit of Rs. 10 crores while its Net Worth as on the said date is Rs. 3,13,18,710/- which does not exceed the stipulated limit of Rs. 25 crores.

Thus, compliance with Clause 49 of the Listing Agreement is not mandatory for your Company forthe year 2014-15. However, in good corporate Governance, the Company after seeking legal opinionin the matter aims to comply with Clause 49 of the Listing agreement by way of suitable reporting onCorporate Governance.

Registered Office: - For & on behalf of the Board of Directors5, Middleton Street, U K Bothra J K KankariaKolkata- 700071, (DIN 00401414) (DIN 00409918)Dated: 31st July, 2015 Director Director


27

INDEPENDENT AUDITORS’ REPORT

To

THE MEMBERS OF SAMRIDHI FIBRE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SAMRIDHI FIBRE LIMITED (“theCompany”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit andLoss, the Cash Flow Statement for the year then ended, and a summary of the significant accountingpolicies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statements thatgive a true and fair view of the financial position, financial performance and cash flows of theCompany in accordance with the accounting principles generally accepted in India, including theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent;and design, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevantto the preparation and presentation of the financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act and theRules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.


28

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the Company’s preparation of the financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internalfinancial control system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well as evaluatingthe overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our qualified audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, thefinancial statements give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by theCentral Government of India in terms of sub-section (11) of Section 143 of the Act, we give inthe Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2) As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the company sofar as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt withby this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion Paragraphabove, in our opinion, the aforesaid financial statements comply with the Accounting Standards


29

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

e) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, mayhave adverse effect on the functioning of the company.

f) The qualifications relating to the maintenance of accounts and other matters connectedtherewith are as stated in the Basis for Qualified Opinion paragraph.

g) On the basis of written representations received from the directors as on 31st March, 2015,and taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015 from being appointed as director under sub-section (2) of Section 164 of theCompanies Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition.

ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.

ii i. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.

For CHETAN & CO.Chartered AccountantsFirm Regn. No.321151E

A.SomDate: July 31, 2015 PartnerPlace: Kolkata Mem.No. 6308


30

ANNEXURE I TO THE AUDITORS’ REPORT

(Referred to in Paragraph 1 of “Other Legal and Regulatory requirements”of our Audit Report)

i) The Company has maintained proper records showing full particulars including quantitativedetails and situations of its fixed assets. Fixed assets are physically verified by the managementonce in a period of three years.

ii) As explained to us the company has no inventory during the period under review, hence clause(a), (b) and (c) of paragraph 3(ii) of the Companies (Auditor’s Report) Order, 2015 are notapplicable to the company.

iii) According to the information and explanation given to us, the Company has not granted anyloans, secured or unsecured to companies, firms or other parties covered in the registermaintained under Section 189 of the Companies Act, 2013. Hence provisions to Para 3 (iii) (a)and (b) of the said order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequateinternal control procedures commensurate with the size of the company and nature of itsbusiness with regard to purchases of inventory and fixed assets and sale of goods and services.During the course of our audit, no major weakness has been noticed in the internal controls.

v) According to the information and explanations given to us, the Company has not accepted anydeposits from the public within the meaning of directives issued by the Reserve Bank of Indiaand provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act,2013 and the rules framed there under.

vi) Based on the information available and explanations given to us, the maintenance of Costrecords has not been specified by the Central Government under section 148(1) of theCompanies Act, 2013.

vii) a) According to the information and explanations given to us, the Company has been generallyregular in depositing the undisputed statutory dues in respect of Income tax, Wealth Taxand Service Tax which are outstanding for a period of more than six months as at thebalance sheet date. However, sales tax, duty of customs and duty of excise are notapplicable to the company.

b) According to the information and explanations given to us, there are no statutory dueswhich have not been deposited on account of any dispute and remaining outstanding asat 31st March, 2015.


31

c) According to the information and explanations given to us, there is no amount required to betransferred to investor education and protection fund in accordance with the relevant provisionsof the Companies Act,1956(1 of 1956) and rules made there under during the year.

viii) The Company is registered for a period of more than five years. However the company has noaccumulated losses as at the end of the year and has also not incurred any cash loss duringthe financial year covered by our audit as well as in immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, the Company didnot have any outstanding dues to any financial institutions or banks or debenture holdersduring the year.

x) In our opinion and according to the information and explanations given to us, the Company hasnot given any guarantee for loans taken by other companies from banks or financial institutions.

xi) The Company did not have any term loan outstanding during the year.

xii) To the best of our knowledge and belief and according to the information and explanationsgiven to us, no frauds on or by the Company has been noticed or reported during the course ofour audit.

For Chetan & Co.Chartered Accountants

Firm Regn. No.321151E

A.SomDate : July 31, 2015 PartnerPlace: Kolkata Mem. No. 6308


32

BALANCE SHEET AS AT 31.03.2015(Amount in Rs.)

Particulars Note No. As at the end of As at the end of31.03.2015 31.03.2014

I. EQUITY AND LIABILITIES(1) Shareholders’ funds

(a) Share capital 02 2,400,000 2,400,000(b) Reserves and surplus 03 36,860,616 34,973,617(c) Money received against share warrants - -

39,260,616 37,373,617(2) Non-current liabilities

(a) Deferred tax liabilities (Net) 17,411 25,719(b) Long Term Liabilities 04 3,366,962 3,299,595

3,384,373 3,325,314(3) Current liabilities

(a) Other current liabilities 05 68,375 2,177,579(b) Short-term provisions 06 4,489,158 3,589,158

4,557,533 5,766,737TOTAL 47,202,522 46,465,668

II. ASSETS(1) Non-current assets

(a) Fixed assets (i) Tangible assets 07 1,616,624 1,629,376(b) Non-current investments 08 33,264,382 33,264,382(c) Long-term loans and advances 09 4,858,206 3,843,746

39,739,212 38,737,504(2) Current assets

(a) Trade receivables 10 280,201 2,261,090(b) Cash and cash equivalents 11 632,240 2,931,404(c) Short-term loans and advances 12 6,550,869 2,535,670

7,463,310 7,728,164TOTAL 47,202,522 46,465,668

Summary of significant accounting policies 01The accompanying notes are an integral part of the financial statements

As per our report of even date

For CHETAN & CO. For and on behalf of the Board of DirectorsChartered Accountants

A. Som, (Partner) (J K Kankaria) (U K Bothra)Kolkata (DIN 00409918) (DIN 00401414)Dated : 31st July, 2015 Director Director


33

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31.03.2015(Amount in Rs.)

Particulars Note No. For the Period For the PeriodEnded 31.03.2015 Ended 31.03.2014

I. Revenue from operations (Gross) 13 7,868,610 6,859,456II. Other income 14 525,517 407,642III. Total Revenue (I + II) 8,394,127 7,267,098IV. Expenses:

Purchases 2,607,291 2,140,083Employee benefits expense 15 360,789 362,805Depreciation and amortization expense 11,395 27,997Provision for Doubtful Advances 1,000,000Other expenses 16 1,634,604 1,655,773Total expenses 5,614,079 4,186,658

V. Profit/Loss before exceptional and 2,780,048 3,080,440extraordinary items and tax (III-IV)

VI. Exceptional itemsVII. Profit/Loss before extraordinary items and tax (V - VI) 2,780,048 3,080,440VIII. Extraordinary ItemsIX. Profit/Loss before tax (VII- VIII) 2,780,048 3,080,440X Tax expense:

(1) Current tax (MAT, if applicable) (900,000) (725,000)(2) Deferred tax 8,308 652(3) Income Tax for Earlier Years - (671,382)

(891,692) (1,395,730)XI 1,888,356 1,684,710XII Earnings per equity share

Basic and Diluted 7.87 7.02

Summary of significant accounting policies 01The accompanying notes are an integral part of the financial statements





34

Cash Flow Statement for the year ended 31st March, 2015 As at As at 31.03.15 31.03.14

(Rs.) (Rs.)A) CASH FLOW FROM OPERATING ACTIVITIES. :

Net Profit/ (Loss) before Income Tax and Extra ordinary Items 2,780,048 3,080,440Adjustment for :Depreciation 11,395 27,997Provision for Doubtful Advances 1,000,000Interest Received (525,085) (407,126)Dividend Received (432) (516)Profit on sale of Investment - -Operating Profit/(Loss) before working capital Changes 3,265,926 2,700,795

Adjustment for :Trade & Other Receivables 966,429 258,000Trade Payables (2,041,837) 1,916,887Cash generated from operations 2,190,518 4,875,682

Direct Taxes Paid (Net) - (3,148,253)Cash flow before extraordinary items 2,190,518 1,727,429Extraordinary items - -Net Cash flow from operating activities 2,190,518 1,727,429

B) CASH FLOW FROM INVESTING ACTIVITIES :Purchase of investment (Net) - -Loan Disbursed, received & Repayment received 5,015,199) (35,670)Interest Received 525,085 407,126Dividend Received 432 516Net cash used in investing activities (4,489,682) 371,972

C) CASH FLOW FROM FINANCING ACTIVITIES . :Dividend Paid - -

- -Net Increase/(Decrease) in case and Cash Equivalents (A+B+C) (2,299,164) 2,099,401Cash and cash Equivalents as at 01-04-2014 2,931,404 832,003Cash and cash Equivalents as at 31.03.2015 632,240 2,931,404





35

Note 01A. Summary of significant accounting policies(i) ACCOUNTING CONVENTION

a) The financial statements have been prepared on the historical cost Convention and inaccordance with applicable Accounting Standards except stated otherwise.

b) Accounting policies not specially referred to are in consonance with the generally acceptedaccounting principles followed by the Company.

(ii) BASIS OF ACCOUNTINGThe Company follows the mercantile system of Accounting and recognize Income & Expenditureon accrual basis except rates & taxes, insurance charges and filing fees. Leave Encashment& Gratuity are recorded on cash basis.

(iii) FIXED ASSETSFixed Assets are valued at their cost of acquisition or construction and includes any directattributable cost of bringing the assets to the present location and condition less accumulateddepreciation.

(iv) DEPRECIATIONDepreciation on fixed assets is provided on straight line method on the basis of useful lifespecified in Schedule II of Companies Act 2013.

(v) REVENUE RECOGNITIONInterestRevenue is recognised on a time proportion basis taking into account the amount outstandingand the rate applicable.

Dividends:Revenue is recognised on actual receipt basis.

Other Income:The amounts receivable from various agencies are accounted on accrual basis to the extentit is possible to ascertain the income with reasonable accuracy.

(vi) INVESTMENTSLong term investments are stated at cost less amount written oû, where there is a diminutionin value other than temporary. Short term investments are valued at cost or net realisablevalue whichever is lower.

(vii) TAXATIONIncome Tax is accounted for in accordance with Accounting standard – 22 on Accounting forTaxes on income. Taxes Comprise both current and deferred Tax.Current tax is measured at the amount expected to be paid to taxation authorities, using theapplicable tax rates & tax laws.


36

The tax effect of the timing difference that results between taxable income and accountingincome and are capable of reversal in one or more subsequent period are recorded as adeferred tax liability. They are measured using the substantively enacted tax rates and taxregulations. The carrying amount of deferred tax assets at each balance sheet date is reducedto the extent that it is no longer reasonably certain that sufficient future taxable income will beavailable against which the deferred tax assets can be realized.

ADDITIONAL NOTES TO FINANCIAL STATEMENTS for the year ended 31st March, 2015(i) In view of requirement of AS 22 issued by ICAI , the Company has recognized net Deferred Tax

Assets amounting to Rs.17,411/- arising on account of difference between depriciation asper Income Tax Act and and depriciation as per Companies Act as on 31st March, 2014.Items attributed to deferred tax liability :

Deferred Tax Current year Deferred TaxLiability as at Charges/ Liability as

Particulars 01.04.2014 (Credits) at 31.03.2015Difference between bookand tax depreciation 25,719 (8,308) 17,411

(ii) Segment Reporting :a) Primary Segment Reporting :

Segment has been identified in line with the accounting standard on segment Reporting(AS 17), taking into account the organisational structure and as well as the differentialrisk and returns of these segments.Details of each services are as under :-a) Rent from Propertyb) Tradingc) Financing & Income from investments etc.

Information about business segment : 2014-15 2013-14A Income: (Rs.) (Rs.)

Rent 5,253,761 4,712,934Trading 2,614,849 2,146,522Financing & Income from investments 525,517 407,642Total : 8,394,127 7,267,098

B Expenses :Rent 1,175,223 1,243,933Trading 2,607,291 2,140,083Financing & Income from investments 482,697 540,688Other Unallocated Expenses 1,348,868 261,954

Total : 5,614,079 4,186,658


37

C Segment Results ( PBIT ) Rent 4,078,538 3,469,001 Trading 7,558 6,439 Financing & Income from investments 42,820 (133,046) Others (1,348,868) (261,954) Total : 2,780,048 3,080,440

Profit before tax 2,780,048 3,080,440 Adjustment for Deferred Tax 8,308 652 Provision / Adjustment for Tax (900,000) (1,396,382) Profit after tax 1,888,356 1,684,710

D Carrying amount of Segment assets: Rent 1,870,941 1,322,332 Trading - 2,146,522 Financing & Income from investments 39,815,251 35,764,382 Unallocated Assets 5,516,330 7,232,432 Total : 47,202,522 46,465,668

E Carrying amount of Segment Liabilities: Rent 3,366,962 3,299,595 Trading - 2,140,083 Financing & Income from investments - - Unallocated Liabilities 4,557,944 3652373

7,941906 9092051F Capital Expenditure

Rent - - Trading - - Unallocated Capital Expinditure - -

- -

G Depreciation Rent 9,235 22,888 Trading - - Financing & Income from investments - - Unallocated Depreciation 2,160 5,109

11,395 27,997

b) Secondary Segment - Geographical : NIL

2014-15 2013-14Rs. Rs.


38

G (iii) Related parties Disclosure as per Account standard 18 .

A. List of Related Parties :Party Relationshipi) Uttam Kumar Bothra Director

ii) Bijay Singh Baid Director

iii) Pankaj Bothra Director

iv) Jai Kumar Kankaria Director

v) Anuradha Mehta Director

vi) Auckland International Limited Shareholding of Directorin excess of 2%.

B. Related Party Transaction :

Party Nature of Amount of TransactionTransaction (Rs.)

Auckland International Limited Unsecured Loan 5,000,000

(iv) Earning Per Share : 2014-15 2013-14Profit After Tax 1,888,356 1,684,710

No. of Equity Shares 240,000 240,000Basic/Diluted Earning (in Rs.) per share 7.87 7.02

(v) Previous year’s figures have been regrouped / rearranged wherever considerednecessary to confirm to current years grouping and classification.





39

NOTES TO FINANCIAL STATEMENTSNOTE 2SHARE CAPITAL 31.03.2015 31.03.2014Authorized shares250000 Equity shares of Rs. 10 each 2,500,000 2,500,000Issued, Subscribed and Paid up240000 (P.Y. Same) Equity shares of Rs.10 Each fully paid-up 2,400,000 2,400,000

Additional Disclosures:(i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting

periodEquity shares 31.03.2015 31.03.2014

No. Rs. No. Rs.At the beginning of the period 240,000 2,400,000 240,000 2,400,000Issued during the period - - - -Outstanding at the end of the period 240,000 2,400,000 240,000 2,400,000(ii) Terms/rights attached to equity shares

The Company has only one class of issued shares i.e. Ordinary Shares having par value ofRs.10 per share. Each holder of Ordinary Shares is entitled to one vote per share and equalright for dividend. The dividend proposed by the Board of Directors is subject to the approvalof shareholders in the ensuing Annual General Meeting, except in case of interim dividend. Inthe event of liquidation, the ordinary shareholders are eligible to receive the remaining assetsof the Company after payment of all prefential amounts, in proportion to their shareholding.

(iii) Details of shareholders holding more than 5% shares in the company

31.03.2015 31.03.2014Equity shares No. % % No. %

Awanti Fibre & Industries Ltd 23,500 9.79 23,500 9.79

Anuradha Mehta 152,036 63.35 37,271 15.53

Divya Dugar - 0.00 36,000 15.00

Jai Kumar Kankaria Investment Pvt. Ltd 28,420 11.84 28,420 11.84

Morgan Walker & Co Ltd 23,436 9.77 23,436 9.77

Meghna Sanghvi - 0.00 37,000 15.42

Poonam Dugar - 0.00 41,765 17.40

(Amount in Rs.)


40

Note 03Reserves and SurplusGeneral reserveBalance as per the last financial statement 12,209,655 10,209,655Add: Transfer from Profit & Loss Account 2,000,000 2,000,000Less: Adjustment for Depreciation (1,357) --Balance as at the end of the year 14,208,298 12,209,655

Surplus/(deficit) in the statement of profit and lossBalance as per the last financial statement 22,763,962 23,079,252Add : Profit for the year 1,888,356 1,684,710Less : Transfer to General Reserve 2,000,000 2,000,000Net surplus in the statement of profit and loss 22,652,318 22,763,962Total Reserves and Surplus 36,860,616 34,973,617

Note 04Long Term LiabilitiesSecurity Deposits 3,366,962 3,299,595Total 3,366,962 3,299,595

Note 05Other Current LiabilitiesSundry Creditor - 2,140,083Liabilities for Expenses 68,375 37,496Total 68,375 2,177,579

Note 06Short Term ProvisionsProvision for income tax 4,489,158 3,589,158Total 4,489,158 3,589,158

(Amount in Rs.)31.03.2015 31.03.2014


41

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42

Note 08Non Current Investments 31.03.2015 31.03.2014

Face Value No. of Rs. No. of Rs.Shares Shares

Trade Investments fully paidEquity Shares quoted: (At Cost)Awanti Fibre & Industries Ltd. 10 15,750 40,928 15,750 40,928Binod Jute & Fibre Limited 10 20,000 32,625 20,000 32,625Ferro Alloys Corpn. Limited 1 12 20 12 20Facor Alloys Limited 1 12 20 12 20Facor Steels Limited 1 6 10 6 10Aditya Birla Novo Ltd 10 7 - 7 -JK Lakshmi Cement Ltd 5 180 882 180 882Bengal & Assam Company Ltd 10 3 98 3 98Indian Maize & Chem. Ltd. (Under Liquidation) 10 145 145 145 145Recron Synthetics Limited (Amalgamated) 10 150 285 150 285Mukand Engineers Limited 10 8 65 8 65Auckland International Limited 10 60,000 90,000 60,000 90,000Electrosteel Steels Ltd 10 63,129 694,419 63,129 694,419

159402 859,497 159402 859,497Equity Shares unquoted: (At Cost)The Amhedabad Cotton Mfg. co Ltd 250 1 35 1 35Morgan Walker Infrastructure Ltd. 10 2,450 9,850 2,450 9,850IES Properties Limited 10 50,000 500,000 50,000 500,000H C Commercial Ltd 10 81,667 15,585,000 81,667 15,585,000Jai Kumar kankaria Inv. Pvt. Ltd 10 10,000 50,000 10,000 50,000Padmavati Tradelink Ltd 10 10,000 100,000 10,000 100,000Auckland Jute Co Ltd 10 40,000 60,000 40,000 60,000Mahabir Vanijya Pvt. Ltd 10 77,500 15,500,000 77,500 15,500,000Prompt Promoters Pvt. Ltd. 10 1,000 150,000 1,000 150,000Arihant Sales Promotion Pvt. Ltd. 10 1,000 150,000 1,000 150,000Hotline Sales Pvt. Ltd. 10 1,000 150,000 1,000 150,000Glory Distributors Pvt. Ltd. 10 1,000 150,000 1,000 150,000

275,618 32,404,885 275,618 32,404,885Total 435,020 33,264,382 435,020 33,264,382Market Value ofQuoted Investment 2,388,755 2,341,072


43

Note 09Long Term Loans & AdvancesSecurity Deposit 70,160 70,160Tax Deducted at Source 2,663,046 2,098,586Advance Income Tax 2,125,000 1,675,000Total 4,858,206 3,843,746

Note 10Trade Receivable(Unsecured, considered good)Trade Receivables outstanding for a period exceeding six months - -Other receivable 280,201 2,261,090Total 280,201 2,261,090

Note 11Cash & cash EquivalentsCash in hand 12,141 18,920Balances with banks

In Current Account 620,099 2,912,484Total 632,240 2,931,404

Note 12Short Term Loans & AdvancesLoans 7,529,959 2,500,000Advances 20,910 35,670

7,550,869 2,535,670Less: Provision 1,000,000 -Total 6,550,869 2,535,670

ClassificationSecured - -UnsecuredConsidered Good 5,550,869 2,535,670Considered Doubtful 1,000,000 -

(Amount in Rs.)31.03.2015 31.03.2014


44

Note 13Revenue From OperationsSale of Raw Jute 2,614,849 2,146,522Rent (TDS Rs. 5,11,952/-, P.Y. 4,43,443/-) 5,253,761 4,712,934Revenue From Operations (Net) 7,868,610 6,859,456

Note 14Other IncomeDividend Income 432 516Interest Income (TDS Rs. 52,508/-, P.Y. 40,715/-) 525,085 407,126TOTAL 525,517 407,642

Note 15Employee Benefit ExpensesSalaries, Allowance and Bonus 338,000 335,000Staff Welfare Expenses 22,789 27,805

360,789 362,805

Note 16Other Expenses Auditors Remuneration As Audit Fees 14,820 12,359Bank Charges 451 337Demat Charges 955 1,910Donation 300,000 200,000Office Rent & Maintenance Charges 56,095 128,704Filing Fees 5,500 3,500Legal & Professional Charges 33,350 21,840Listing fees 11,798 11,798Miscellaneous Expenses 3,664 5,017Insurance Charges 1,541 1,541Printing & Stationery 8,528 3,175Rates and Taxes 1,178,082 1,248,692Travelling & Conveyance 19,820 16,900TOTAL 1,634,604 1,655,773

(Amount in Rs.)31.03.2015 31.03.2014

NOTES TO STATEMENT OF PROFIT AND LOSS




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