AHMEDABAD STEELCRAFT LIMITED · Ahmedabad - 380 009. AUDITORS : M/S. DHIREN SHAH & CO. ......

AHMEDABAD STEELCRAFT LIMITED(CIN : L27109GJ1972PLC011500)

43rd ANNUAL REPORT2014-15

43rd Annual Report 2014-15

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CONTENTS PAGE NO.

Corporate Information 1

Notice 2

Directors’s Report & ManagementDiscussion & Analysis 6

Secretarial Audit Report 12

Corporate Governance Report 21

Auditor’s Report on Corporate Governance 30

Independent Auditors' Report 31

Balance Sheet 33

Statement of Profit & Loss 34

Cash Flow Statement 35

Notes on Accounts 37-48

Certification by Managing Directors 49

Attendance Slip

Proxy Form

BOARD OF DIRECTORS:Shri Ashok C. Gandhi - Chairman(DIN : 00022507)

Shri Anand V. Shah - Managing Director(DIN : 00017452)

Shri Darshan A. Jhaveri - Managing Director(DIN : 00489773)

Shri Shashank I. Shah - Executive Director(DIN : 00545449)

Shri Anand N. Jhaveri - Executive Director(DIN : 00489833)

Shri Girish D. Shah - Executive Director(DIN : 00545407)(Resigned with effect from 22nd January-2015)

Shri Viral A. Jhaveri - Executive Director(DIN : 00489644)

Shri Kanishka H. Kaji - Director(DIN : 02329312)

Shri Shrujal Patel - Director(DIN : 02087840)

Smt. Nita G. Shah - Additional Director &(DIN : 03225876) Wholetime Director(Appointed with effect from 22nd January - 2015)

BANKERS : HDFC Bank Ltd.Nr. Mithakhali Six Road,Navrangpura,Ahmedabad - 380 009.

AUDITORS : M/S. DHIREN SHAH & CO.Chartered Accountants2nd Floor, Swastik Avenue,Navrangpura,Ahmedabad - 380 009.

REGISTERED OFFICE : 401, 4th Floor, 637 Complex,Panchvati 2nd Lane, Gulbai Tekra,Ahmedabad - 380 006.Tele : 91-79-26401996/97Fax : 91-79-26404656Website : www.steelcraft.co.inEmail : [email protected]

REGISTRAR & SHARE Link In-Time India Private LimitedTRANSFER AGENT : (Ahmedabad Branch)

303, 3rd Floor, Shopper’s Plaza - V,Opp.Muncipal Market, Off.C.G. Road,Navrangpura, Ahmedabad- 380009Tele : 91-79-26465179Email : [email protected]

AHMEDABAD STEELCRAFT LIMITEDCORPORATE INFORMATION

http://www.steelcraft.co.in

mailto:[email protected]


AHMEDABAD STEELCRAFT LIMITED

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NOTICENOTICE is hereby given that the 43 rdAnnual General Meeting of the Members of the Ahmedabad Steelcraft Limited (C IN:L27109GJ1972PLC011500) will be held on the Thursday, the 3rd September, 2015 at 12.00 Noon in the premises of Sports Club of GujaratLtd., Stadium Road, Ahmedabad – 380 014 to transact the following business:ORDINARY BUSINESS1. To receive, consider and adopt Audited Balance Sheet as at 31st March, 2015 and Statement of Profit and Loss for the year ended

on that date and the Reports of the Board of Directors and Auditors.2. To appoint a Director in place of Shri Shashank .I.Shah(DIN: 00545449) who retires by rotation and being eligible offers himself for

reappointment.3. To appoint a Director in place of Shri Anand.N. Jhaveri(DIN: 00489833)who retires by rotation and being eligible offers himself for

reappointment.4. To appoint Auditors and to fix their remuneration thereto.

RESOLVED THAT pursuant to Section 139, 140, 141 and other provisions applicable if any, M/s. Dhiren Shah & Co. (Firm Reg. No.114633W) Chartered Accountant, be and is hereby appointed as Statutory Auditory of the Company for the two financial years 2015-16 and 2016-17 on such remuneration as may be decided by the Board of Directors and the Statutory Auditor, In addition to servicetax and re-imbursement of out of pocket expenses incurred by them in connection with the audit of Account of the Company

SPECIAL BUSINESS5. To appoint Smt. Nita G. Shah as Director liable to retire by rotation.

To Consider and if thought fit to pass with or without modification the following resolution as Ordinary Resolution RESOLVED THAT Smt. Nita Girish Shah(D.I.N:03225876) who was appointed as Additional Director in terms of Section 161 of theCompanies Act, 2013 with effect from 22nd January, 2015 to hold the office up to the date of this Annual General Meeting and inrespect to which the proposal under Section 160 of the Companies Act, 2013 has been received be and is hereby appointed asWomen Director under Section 149 of the Companies Act, 2013 and as per Listing Agreement.RESLOVED FURTHER THAT, the aforesaid Director office shall be rotational as per the provision of Companies Act, 2013

6. To appoint Smt. Nita G. Shah as Whole time Director liable to retire by rotation.To Consider and if thought fit to pass with or without modification the following resolution as Spec ial ResolutionRESOLVED THAT, Pursuant to the provisions of Section 196 and 197 and Schedule V, Parts I & II, of the Companies Act, 2013and pursuant to the approval given by the Nomination and Remuneration Committee, the approval be and is hereby accorded to theappointment of Smt. Nita Girish Shah(DIN -03225876 ) as Whole Time Director of the Company for a per iod of 2 Years 9 Months& 8 Days from 22nd January, 2015 on the basis of remuneration and perquisites stated under Explanatory statement

7. To alter the Memorandum of Association of the Company as per Companies Act, 2013.To Consider and if thought fit to pass with or without modification the following resolution as Spec ial ResolutionRESOLVED THAT Pursuant to Section 13 of Companies Act, 2013 and other applicable provision if any, New set of Memorandumof Associat ion as per the provisions of Companies Act, 2013 placed on the table be substituted with exist ing Memorandum ofAssociation of the Company.RESOLVED FURTHER THAT the draft copy of Memorandum of Associations as per Companies Act, 2013 placed before themeeting be and is hereby approved and authority be given to any Director of the Company and the Practicing Company Secretaryto complete the relevant formality for the Registration of Memorandum Of Association with the Regist rar of Companies.

8. To alter the Article of Association of Company as per Companies Act, 2013.To Consider and if thought fit to pass with or without modification the following resolution as Spec ial Resolution.RESOLVED THAT Pursuant to Section 14 of Companies Act, 2013 and other applicable provision if any, New set of Article of Associationas per the provisions of Companies Act, 2013 placed on the table be substituted with existing Article of Association of the Company.RESOLVED FURTHER THAT the draft copy of Article of Association as per Companies Act, 2013 placed before the meeting beand is hereby approved and authority be given to any Director of the Company and the Practicing Company Secretary to completethe relevant formality for the Registration of Article of Association with the Registrar of Companies.

For and on behalf of the Board

Place: Ahmedabad Anand V. Shah (DIN:00017452) &Date : 28/05/2015 Darshan A. Jhaveri (DIN:00489773)

Managing Directors

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF

HIMSELF AND A PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THECOMPANY’S REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF MEETING.

2. THE REGISTER OF MEMBERS AND SHARE TRANSFER BOOK OF COMPANY WILL REMAIN CLOSED FROM 28th AUGUST,2015 TO 3rd SEPTEMBER, 2015 (BOTH DAYS INCLUSIVE).

3. THE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IS ANNEXED TO NOTICEIN RESPECT OF ITEM NO. 5 TO 8.

4. A BRIEF PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING ISGIVEN IN THE CORPORATE GOVERNANCE SECTION OF THE ANNUAL REPORT.


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5. THE SHARES OF THE COMPANY ARE LISTED ON BOMBAY STOCK EXCHANGE LTD. (BSE) AND THE LISTING FEES INRESPECT THEREOF FOR THE YEAR 2015-16 HAVE BEEN PAID TO BSE.

6. ALL ENQUIRIES AND CORRESPONDENCE REGARDING TRANSFER OF SHARES, DEMATERIALIZATION, ETC. SHOULD BEMADE WITH THE SHARE TRANSFER AGENTS OF THE COMPANY, M/S. LINK IN-TIME INDIA PRIVATE LIMITED, 303, 3RDFLOOR, SHOPPER’S PLAZA - V, OPP.MUNCIPAL MARKET, OFF.C.G. ROAD, NAVRANGPURA, AHMEDABAD- 380009.

7. COPIES OF THE ANNUAL REPORT 2014-15 ARE BEING SENT BY ELECTRONIC MODE ONLY TO ALL THE MEMBERSWHOSE E-MAIL ADDRESSES ARE REGISTERED WITH THE COMPANY/DEPOSITORY PARTICIPANT(S) FORCOMMUNICATION PURPOSES UNLESS ANY MEMBER HAS REQUESTED FOR A HARD COPY OF THE SAME.FOR MEMBERS WHO HAVE NOT REGISTERED THEIR E-MAIL ADDRESSES, PHYSICAL COPIES OF THE ANNUAL REPORT2014-15 ARE BEING SENT BY THE PERMITTED MODE.

8. THE NOTICE OF THE FORTY THIRD ANNUAL GENERAL MEETING AND INSTRUCTIONS FOR E-VOTING, ALONG WITHTHE ATTENDANCE SLIP/PROXY FORM, ARE SENT BY ELECTRIC MODE TO ALL MEMBERS WHOSE E-MAIL ADDRESSESARE REGISTERED WITH COMPANY/DEPOSITORY PARTICIPANT(S) UNLESS A MEMBER HAS REQUESTED FOR A HARDCOPY OF THE SAME. FOR MEMBERS WHO HAVE NOT REGISTERED THEIR E-MAIL ADDRESSES, PHYSICAL COPIES OFTHE AFORESAID DOCUMENTS ARE SENT BY THE PERMITTED MODE. MEMBERS MAY ALSO NOTE THAT THE NOTICEOF THE FORTY THIRD AGM AND THE ANNUAL REPORT 2014-15 WILL BE AVAILABLE ON THE COMPANY’S WEBSITE,www.steelcraft .co. in. THE PHYSICAL COPIES OF THE AFORESAID DOCUMENTS WILL ALSO BE AVAILABLE AT THECOMPANY’S REGISTERED OFFICE FOR INSPECTION DURING NORMAL BUSINESS HOURS ON WORKING DAYS.MEMBERS WHO REQUIRE COMMUNICATION IN PHYSICAL FORM IN ADDITION TO E-COMMUNICATION, OR HAVE ANYOTHER QUERIES, MAY WRITE TO US AT: [email protected]

9. VOTING THROUGH ELECTRONIC MEANS:a) PURSUANT TO THE PROVISIONS OF SECTION 108 OF THE COMPANIES ACT, 2013 AND RULE 20 OF THE

COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014, THE COMPANY IS PLEASED TO PROVIDEMEMBERS THE FACILITY TO EXERCISE THEIR RIGHT TO VOTE AT THE ANNUAL GENERAL MEETING (AGM) BYELECTRONIC MEANS AND THE BUSINESS MAY BE TRANSACTED THROUGH E-VOTING SERVICES PROVIDED BYCENTRAL DEPOSITORY SERVICES LIMITED (CDSL).

b) A MEMBER MAY EXERCISE HIS VOTE AT ANY ANNUAL GENERAL MEETING (AGM) BY ELECTRONIC MEANS ANDCOMPANY MAY PASS ANY RESOLUTION BY ELECTRONIC VOTING SYSTEM IN ACCORDANCE WITH THE RULE 20OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014.

c) DURING THE E-VOTING PERIOD, MEMBERS OF THE COMPANY, HOLDING SHARES EITHER IN PHYSICAL FORM ORDEMATERIALIZED FORM, AS ON THE CUT-OFF DATE I.E. 27th AUGUST, 2015 MAY CAST THEIR VOTE ELECTRONICALLY.

d) THE E-VOTING PERIOD COMMENCES AT 9.00 A.M. ON MONDAY, 31ST AUGUST 2015, AND ENDS AT 5.00 P.M ONWEDNESDAY, 2ND DAY OF SEPTEMBER 2015. THE E-VOTING MODULE SHALL BE DISABLED BY CDSL FORVOTING THEREAFTER.COMPANY’S EVSN NUMBER IS <150710016>

e) ONCE THE VOTE ON A RESOLUTION IS CASTED BY THE SHAREHOLDER, THE SHAREHOLDER SHALL NOT BEALLOWED TO CHANGE IT SUBSEQUENTLY.

f) VOTING RIGHTS SHALL BE RECKONED ON THE PAID-UP VALUE OF SHARES REGISTERED IN THE NAME OF THEMEMBERS AS ON THE DATE OF DISPATCH OF NOTICE.

g) THE BOARD OF DIRECTORS AT THEIR MEETING HAVE APPOINTED MR. DILIP.N.MOTWANI, PRACTICINGCOMPANY SECRETARY, AS THE SCRUTINIZER TO SCRUTINIZE THE E-VOTING PROCESS IN A FAIR ANDTRANSPARENT MANNER.

h) THE SCRUTINIZER SHALL WITHIN A PERIOD NOT EXCEEDING THREE (3) WORKING DAYS FROM THECONCLUSION OF THE E-VOTING PERIOD UNBLOCK THE VOTES IN THE PRESENCE OF AT LEAST TWO (2)WITNESSES NOT IN THE EMPLOYMENT OF THE COMPANY AND MAKE A SCRUTINIZER’S REPORT AT THE VOTESCAST IN FAVOUR OR AGAINST, IF ANY, FORTHWITH TO THE CHAIRMAN OF THE COMPANY.

i) THE RESULTS SHALL BE DECLARED ON OR AFTER THE AGM OF THE COMPANY. THE RESULT DECLAREDALONGWITH THE SCRUTINIZER’S REPORT SHALL BE PLACED ON THE COMPANY’S WEBSITE www.steelcraft.co.inAND ON THE WEBSITE OF CDSL WITHIN TWO (2) DAYS OF PASSING OF THE RESOLUTIONS AT THE AGM OF THECOMPANY AND COMMUNICATED TO THE BSE LIMITED.

THE INSTRUCTIONS FOR MEMBERS FOR VOTING ELECTRONICALLY ARE AS UNDER:-The instructions for shareholders voting electronically are as under:(i) The voting period begins on 9:00 A.M, 31st August, 2015, and ends on 5:00 P.M 2nd September 2015. During this period shareholders

of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (27th August, 2015) may casttheir vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.(iii) Click on “Shareholders”.(iv) Now Enter your User ID

a. For CDSL : 16 digits beneficiary ID,b. For NSDL : 8 Character DP ID followed by 8 Digits Client ID,c . Members holding shares in Physical Form should enter Folio Number Registered with the Company.

http://www.steelcraft.co.in.



http://www.evotingindia.com.


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(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company,

then your existing password is to be used.(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Part icipant are

requested to use the first two letters of their name and the 8 digits of the sequence number inthe PAN field. The Sequence Number is printed on address slip of envelope.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before thenumber after the f irst two characters of the name in CAPITAL letters. Eg. I f your name isRamesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the saiddemat account or folio in dd/mm/yyyy format.

Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the Company records forthe said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recordedwith the depository or Company please enter the member id / folio number in the Dividend Bankdetails field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares

in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in thenew password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any otherCompany on which they are eligible to vote, provided that Company opts for e-voting through CDSL pla tform. It is stronglyrecommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.(xi) Click on the EVSN for the relevant <AHMEDABAD STEELCRAFT LIMITED> on which you choose to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the

option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent tothe Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box wi ll be displayed. If you wish to

confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verif icat ion code and click on

Forgot Password & enter the details as prompted by the system.(xviii) Note for Non-Individual Shareholders and Custodians

• Non- Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on towww.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registrat ion Form bearing the stamp and sign of the entity should be emailed t [email protected].

• After receiving the login details they have to create compliance user should be created using the admin login and password.The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be ableto cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, ifany, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-votingmanual available at www.evotingindia.co.in under help section or write an email to [email protected].

http://www.evotingindia.com

http://www.evotingindia.com

mailto:[email protected].


http://www.evotingindia.co.in

mailto:[email protected].


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ANNEXURE TO NOTICEEXPLANATORY STATEMENT IN RESPECT OF ITEM NO. 5 to 8, PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2 013.ITEM No. 5Smt. Nita Girish Shah(DIN -03225876) was appointed as Addit ional Director on January 22, of 2015 in terms of Section 161 of theCompanies Act, 2013 to hold the office up to the date of ensuing Annual General Meeting. Her term as Additional director will expire onSeptember 3rd 2015. The Company has received recommendation with requisite deposit from a member under Section 160 of theCompanies Act, 2013 which shall be refundable on her election as director of the Company.The Board recommend her election on the said meetingNone of the Director expect the appointed is concerned or interested in the said resolutionITEM No. 6On Resignation of Shri Girishchandra Dahyabhai Shah (DIN: 00545407) as Director and Whole time Direc tor of the Company. TheManagement has given thought to fill the vacancy of Whole time Director caused by the said resignation. Pursuant to Article of Associationof Company the Board has appointed Smt. Nita Girish Shah(DIN -03225876) as Whole time Director up to 30th September 2017. TheRemuneration payable to her is given as under.

Sr. Name of Director Designation Scale Period RemarksNo.1. Smt. Nita Girish Shah Whole time 75,000 2 Years Liable to retire

Director Scale: 75,000 to 1,25,000 w.e.f. 22/01/2015 to 30/09/2017 by rotationThe Salary payable to said Whole time Director is at par with the industry.Your approval is sought for the aforesaid Salary and following Perquisites.(A) Perquisites:Following perquisites will be provided subject to condition that the total amount of perquisites will not exceed an amount of annual salary.Category A:• Reimbursement of Expenses: incurred by the appointee on gas, electricity and water valued as per Income Tax Rule subject to

ceiling of 10% of salary.• Medical reimbursement: reimbursement of medical expenses incurred in connection with medical treatment of self and family

members not exceeding an amount equal to three months salary in a year.• Leave Travel Concession: reimbursement of travelling expenses of self and family members twice in a block of four years with a

facility to encash the LTC not availed in the said block.• Club Fees: Membership fees not more than two clubs. However, admission fees shall not be admissible.• Insurance Premium: Insurance Premium for the personal accident for self and dependents not exceeding Rs. 10,000/- p.aCategory B:• Company’s contribution to provident fund and annuity fund will not be included in the computation of the ceilings on perquisites to

the extent these either singly or put together are not taxable under Income Tax Act.• Privileged Leave: As per the rules of the Company, unclaimed privileged leave will be encashed at the end of the year i.e. 31st March.

Encashment of leave at the end of tenure will not be included in the computation of the ceilings on perquisites.Category C:Provision of car for use on Company’s Business and telephone at residence will not be considered as perquisites. That in the event of lossor inadequacy of profits the aforesaid perquisites shall be paid to the Director as minimum perquisites. The above may also be treated asabstract of the terms of the appointment under section 190 of the Companies Act 2013.In case of inadequacy of Profit the remuneration payable to her shall be minimum remuneration under Schedule V of the Companies Act,2013.EDUCATIONAL QUALIFICATION AND EXPERIENCE:As provided in Part 1 of Schedule V of Companies Act, 2013 it is necessary to take approval of Shareholder by Special Resolution in GeneralMeeting to appoint Smt. Nita Girish Shah (DIN -03225876) as Whole-time Director whose age is 72 years i.e. more than 70 years.Accordingly Special Resolution is proposed as per Companies Act, 2013. She is a graduate having 20 years of experience in her field.ITEM NO: 7 & 8The Company has in the Board Meeting held on 28th May of 2015 suggested to adopt the new set of Memorandum of Association accordingto the new Companies Act, 2013 in substitution of the existing Memorandum of Association of Company.The Board recommends theSpecial Resolution stated in item no. 7 of notice convening the meeting.The Company has in the Board Meeting held on 28 th May of 2015 suggested to adopt the new set of Article of Association according to thenew Companies Act, 2013 in substitution of the existing Article of Association of Company. The Board recommends the Special Resolutionstated in item no. 8 of notice convening the meeting.None of the Directors is interested.INSPECTION OF DOCUMENTS:Copy of Altered Memorandum of Association and Articles of Association will be available for inspection at Registered office upto the dateof Annual General Meeting i.e. 3rd September, 2015 during office hours from 11:00 A.M to 4:30 P.M


Date: 28/05/2015 Shri Anand V. Shah Shri Darshan A. JhaveriPlace: Ahmedabad M.D (DIN: 00017452) M.D (DIN: 00489773)


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DIRECTORS’ REPORT AND MANAGEMENT DISCUSSION AND ANALYSISFOR THE FINANCIAL YEAR 2014-2015

To,The Members,AHMEDABAD STEELCRAFT LIMITEDCIN: L27109GJ1972PLC011500Your directors have pleasure in presenting their 43rdAnnual Report on the business and operations of the Company together with the AuditedStatement of Accounts for the year ended 31st March, 2015.Financial Highlights (Standalone)During the year under review, performance of your Company as under:

(Rupees in Lakhs)

Particular Year ended Year ended31st March 2015 31st March 2014

Turnover 250.56 1183.18Profit/(Loss) before taxation (227.06) 191.69Less: Tax Expense

a) Current Tax – 9.20b) Excess/Short Provisions of tax 0.20 –c) Deferred tax Liability / (Assets) (4.33) 1.42d) Provision for wealth tax 0.28 –

Profit/(Loss) after tax (223.21) 181.07Add: Balance B/F from the previous year 1833.42 1699.91Appropriations:Proposed Dividend --- 40.92Tax on Dividend 0.31 6.64Transfer to General Reserve ---- ----Balance Profit / (Loss) C/F to the next year 1609.90 1833.42

The Company had made provision of Rs. 238.00 Lacs of diminution in value of investment made with Light Work LLC an overseas Companyon account of diminution in the book value of the Share of Light Work LLC. The Company has also written off the advances of Rs. 45.00 Lacsin relation to advances given to one party. This has resulted into the loss of Rs. 223.21 Lacs during the year.However, there is continuity in the profit of the Company from its operational activities. The diminution in the value of overseas investmentis subject to necessary approval from the concerned authorities.State of Company’s Affairs and Future Outlook:The income of the Company during the year was Rs. 4.17 Crores in comparison of Rs. 13.89 Crore in the previous year. The profitability ofthe Company from operational activities has decreased by 66.84% during the Financial Year 2014-2015. The Company continues the tradingof Hot Rolled (Non-Alloy) Mild Steel Window sections and Angles. Major trading activities are relating to export in overseas market. Themanagement is hopeful to enhance the trading activities in still better coming years.The Company continues to be partner of LLPs. The operational activity has commenced and the management is confident in achieving higheramount of profits in current and upcoming years.In view of the same, the management is of the opinion that:1. Real estate as an attractive investment option2. Improved real estate transparency levels3. Wider option to choose from.4. Availability of high-quality residential formats.5. Competitive home loan rates.6. Flexible home loan financing-EMI holiday by developers.7. Increased NRI buyer interestsAnd exactly for such reasons residential offerings have evolved to accommodate concepts of themed projects, designer homes, green homesetc. Today people want to live, work, play entertain, be entertained, flaunt, relax, rejuvenate, study, exercise when it comes to ‘where’ theystay. In order to bring the construction quality at par with the global standards, developer have introduced contemporary technologies such asMivan and PERT to their construction. The advanced technologies have not only reduced the cost of construction, but also brought downconstruction turnaround time significantly in the recent past. There has been greater awareness about green building construction in the lastdecade. All these above factors will not only improve the performance of Company but will consequently help in increasing the net worth ofStakeholders. However the Management is concerned about the increase in Service Tax apart, from this the prices of raw material;cementetc. may affect the margin of the Company.


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Dividend:Due to Loss during the year no Dividend is recommended by the Board for the Financial Year ended on 31st March, 2015.Amounts Transferred to Reserves:No amount is transferred to General Reserve due to non recommendation of Dividend and Loss.Extract of Annual Return:The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as Annexure -1Details of Subsidiaries Companies, Associate Company & LLP/Partnership

Sr. Name of Company Nature of No. of Share hold/No. Relationship Capital Contribution1. Light Works LLC Associate Company 4,87,8472. Endor Properties LLP Partner ` 1,026,7203. Tesla Properties LLP Partner ` 8,14,24,1694. View Port Properties LLP Partner ` 2,50,37,8645. Aavkar Projects Partner ` 2,05,7316. Aavkar Realty Partner ` 3,26,74,872

*There is no Subsidiary of Company hence no such information is providedNumber of Board Meetings:During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held.

Sr. Date of Board Meeting No. of Director Present in the MeetingNo.1. 27-05-2014 Eight Director were Present out of Nine Directors.2. 29-07-2014 All Nine Director Were Present3. 07-11-2014 Eight Director were Present out of Nine Directors.4. 22-01-2015 Eight Director were Present out of Nine Directors.5. 31-03-2015 All Nine Director Were Present

Particulars of Loan, Guarantees and Investments under Section 186:

The loans advances given to Light Works LLC Mongolia has been provided to meet the working capital requirement of the Company in thefinancial year 2008-09.The Company is regularly receiving the repayment of loan.

During the financial year 2014-15, the Company has not given any loan to any other Company including Associate Concern.

The investment in other securities is within the authority given to the Board by the shareholders under Section 372A of the CompaniesAct, 1956/Section 186 of the Companies Act, 2013

Particulars of Contracts or Arrangements with Related Parties:

All the transactions are at Arm’s length. Remuneration paid to the Working Directors i.e. Managing Directors & Executive Directors is in respectof their time involvement in development of Company. Other transactions are in the form of capital contribution. The dividend/Profit earnedfrom this associate are tax free in the hands of Company.

Explanation to Auditor’s Remarks:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore, do not call forany further clarification.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy: Particulars with respect to Conversation of Energy are not applicable as the Company has not done anymanufacturing activities.

B. (1) Research and Development : Not Applicable

(2) Technology absorption : Not Applicable

C. Foreign Exchange earnings and outgo:

(1) Activities relating the export : Company exports steel related items.

(2) Foreign Exchange earned : 1,80,41,765

(3) Foreign Exchange used : Nil


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Risk Management Policy:The Company has developed a very comprehensive risk management policy and the same is reviewed by the Audit Committee at periodicalintervals, which in turn, informs the Board about the risk assessment and minimization procedures adopted by the management. Suggestionsor guidance given by the audit committee members are immediately implemented. At the corporate level major risks are reviewed by theManaging Directors and directions in this regard are issued accordingly.Details of Directors and Key Managerial Personnel:NAME OF DIRECTOR DIN DESGNATION DATE OF RESIDENTIAL ADDRESS

APPOINTMENTANAND V. SHAH 00017452 MANGING DIRECTOR 17/10/1998 VRUNDAVAN 53, VIJAY PARLE, C. G. ROAD, AHMEDABAD – 09ASHOK C.GANDHI 00022507 INDEPENDENT DIRECTOR 10/06/1994 2, PRABHAT SOCIETY, PALDI, AHMEDABAD – 7VIRAL A. JHAVERI 00489644 WHOLE TIME DIRECTOR 25/06/2002 SHAGUN, NR. BANK OF INDIA SOCIETY, AMBAWADI,

AHMEDABAD -15DARSHAN A. JHAVERI 00489773 MANAGING DIRECTOR 29/06/1995 FAGUN, DR. V.S. MARG, P.O. POLYTECHNIC, AHMEDABAD -15ANAND N. JHAVERI 00489833 WHOLE TIME DIRECTOR 20/03/1995 ANAND BUNGLOW, CHANDRA VIHAR SOCIETY,SHASHANK I. SHAH 00545449 WHOLE TIME DIRECTOR 20/03/1995 MADHUBAN, DR. V.S. ROAD, NR. APANG MANAV MANDAL,

AHMEDABAD-15KANISHKA H. KAJI 02329312 INDEPENDENT DIRECTOR 10/06/1994 503 SAMRUDHI, SATTARTALUKA SOCIETY, OPP. HIGH COURT

LANE, AHMEDABAD – 14NITA GIRISH SHAH 03225876 WHOLE TIME DIRECTOR 22/01/2015 KAJAL VIJAYPARK OPP MUNICIPAL, MARKET NAVRANGPURA,,

AHMEDABAD, 380009, Gujarat, INDIASHRUJAL. S. PATEL 02087840 DIRECTOR 23/01/2014 625/8, VASANT BAUG, OPP. GULBAI TEKRA, ELLISBRIDGE,

AHMEDABAD, 380006, Gujarat, INDIAInduction of New Director:On the recommendation of Nomination & Remuneration Committee the Board appointed Mrs. Nita Girish Shah (DIN:03225876) as AdditionalDirector with effect from 22nd January, 2015 in terms of Section 149 Rule 3 of the Companies Act,2013 and Clause 49 of the ListingAgreement. She was also appointed as Whole Time Director by the Board which is subject to the approval of shareholders in ensuing AnnualGeneral Meeting. The Management seeks your support in confirming your appointment as Director and Whole Time Director. The requisiteDeposit of Rs.1 Lac (Rupees One Lakh only) recommending your confirmation as Director has been received.Re-Appointment of Directors:As per the Provision of the Companies Act, 2013 and Article of Association of the Company, Shri Shashank I. Shah (DIN: 00545449) and ShriAnand N. Jhaveri (DIN: 00489833) retires in ensuing Annual General Meeting and being eligible seeks Re-Appointment. The Boardrecommends their Re-Appointment.Resignation of Director:Due to pre-occupation Shri Girish D. Shah (DIN: 00545407) resigned from the Board as Director and Whole Time Director of the Company witheffect from 22nd January, 2015.The Board accepted his decision and thanked him for his Vision/Leadership and Guidance in making theCompany to achieve the Development.Comparison of Remuneration to Directors and employees:There is 50% increase in the remuneration payable to Directors in Comparison to 10% increase in the salary of employee.The Salary rise is based on the inflation data. The previous year increase in salary of Director is after two years. As such the rise in the salaryis at par with other employee of the Company. The Performance of the Company has been affected by Global recession and economicslowdown in the Indian economy.In comparison to the Remuneration of Directors and other employees is as under:1) Median of Directors remuneration:- Rs. 9,00,000/- per annum.2) Median of employees remuneration:- Rs.2,69,185/- per annum.Details of significant & material orders passed by the regulators or courts or tribunal:No order has been passed by the Court/Tribunal during the financial year 2014-2015.Deposits (As per the Definition Section 2(31) of the Companies Act, 2013)The following details of deposits, covered under Chapter V of the Act:I . Deposits Accepted during the year : NILII . Remained unpaid or unclaimed as at the end of the year : NILII I . Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such

cases and the total amount involved : NILa. At the beginning of the year : NILb. Maximum during the year : NILc . At the end of the year : NIL

IV. The details of deposits which are not in compliance with the requirements of Chapter: There is no such Deposit held by the Company.


9

Receipt of any commission by Managing Director / Whole Time Director from a Company or for receipt of commission /remuneration from it Holding or subsidiary:Company is not paying any commission to it’s directorDeclaration by Independent Director:The Company has received declaration from all the Independent Directors under the Companies Act, 2013 and rules made thereunder.Secretarial Audit Report:Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing Company Secretary Dilip N. Motwani is annexed with the BoardReport as Annexure - 2Corporate Social Responsibility (CSR) Policy:The Company is not falling within the criteria of Section 135 of the Companies Act, 2013 and hence the Company is not required to form CSRcommittee.Audit Committee:As on 31 March 2015, the Audit Committee comprises four Directors, out of which two are Independent Directors.Shri Kanishka Kaji (DIN: 02329312) Independent Director is the Chairman of the Committee.The time gap between two meetings was less than 120 days. The Committee met four times in the year under review on 27/05/2014, 29/07/2014, 7/11/2014 and 22/01/2015.The details of the Audit Committee are given as under:Attendance record of Ahmedabad Steelcraft Limited Audit Committee Meetings:Name of the Member DIN Position Status No.of No. of Sitting

Meeting Meeting feesHeld Attended (Rs)

Shri KanishakaKaji 02329312 Chairman Independent 4 2 20,000Shri Ashok C. Gandhi 00022507 Member Independent 4 4 32,500Shri Anand V. Shah 00017452 Member Promoter 4 4 NilShri Darshan A. Jhaveri 00489773 Member Promoter 4 4 Nil

The functions of the Audit Committee of the Company include the following:• Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial

statement is correct, sufficient and credible.• Recommending to the Board, the appointment re-appointment, if required the replacement or removal of the statutory auditor and fixation

of the audit fees.• Approval of payment to the statutory auditor for any other services rendered by the statutory auditors.• Reviewing, with the management , the annual financial statement before submission to the Board for approval, with particular references

to :- Matters required to be included in the Directors Responsibility Statement to be included in the Board’s report in terms of Section

134 of the Companies Act, 2013..- Changes, if any, in accounting policies and practices and reason for the same.- Major accounting entries involving estimates based on the exercise of judgment by management.- Significant adjustment made in the financial statements arising out of audit findings.- Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions.• Qualification in the audit report.• Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control system.• Reviewing the adequacy of internal audit plan.• Discussion with internal auditors on any significant findings and follow up thereof.• Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or

a failure of internal control systems of a material nature and reporting the matter to the Board.• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion

to ascertain any area of concern.• To look into the reasons for substantial defaults in the payments to the depositors, shareholders (in case of non-payment of declared

dividends) and creditors.• Reviewing the functioning of the Whistle Blower Mechanism.• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.


10

The Audit Committee is empowered, pursuant to its terms of references, to:• Investigate any activity within its terms of reference and to seek any information it requires from any employee.• Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise,

when considered necessary.The Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:• Management discussion and analysis of financial condition and results of operations.• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.• Management letters/letters of internal control weaknesses issued by the statutory auditors.• Internal audit reports relating to internal control weaknesses.• The appointment, removal and terms of remuneration of the internal auditor.In addition, the Audit Committee of the Company also reviews the financial statements. The Audit Committee is also apprised on information

with regard to related party transactions by being presented:• A statement in summary form of transactions with related parties in the ordinary course of business.• Details of material individual transactions with related parties which are not in the normal course of business.• Details of material individual transactions with related parties or others, which are not on an arm’s length basis along with management’s

justification for the same.Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, itsDirectors, and that of its Committees:During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individualDirectors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspectsof the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties &obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the BoardChairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement,safeguarding of minority shareholders interest etc.The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directorswere carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagementof the Board and its Committees with the Company.Nomination & Remuneration Committee Policy:The sitting fees paid to the non-executive directors, commission to independent director, and remuneration paid to the wholetime director isapproved by the remuneration committee. Remuneration Committee consists of Shri Ashok C. Gandhi (DIN: 00022507) and Shri Kanishka H.Kaji (DIN: 02329312) both are Independent Directors.Half- yearly DeclarationA half – yearly/Quarterly Declaration of financial performance including summary of significant events in the last six months is currently notbeing send to each household of shareholders. However, the Company publishes its results in national and state level newspapers having widecirculation. The results are also posted on the website of the Company i.e. www.steelcraft.co.inDisclosure on Establishment of a Vigil Mechanism:Fraud free corruption, free work culture has been core to the Company. In view of the potential risk of fraud and corruption due to rapidgrowth and geographical spread of operations, the Company has put an even greater emphasis to address this risk.To meet this objective, a comprehensive Fraud Risk Management (FRM) policy akin to vigil mechanism or the Whistle Blower Policy hasbeen laid down by the Board of Directors.Corporate Governance:Report of Corporate Governance as per listing agreement is annexed as AnnexureManagerial remuneration:

Sr. Name of Director Remuneration for Remuneration forNo. F.Y 2014-2015 F.Y 2013-2014

(Amount In Rs.) (Amount In Rs.)1. ANAND V. SHAH (Managing Director) 9,00,000 6,00,0002. DARSHAN A. JHAVERI (Managing Director) 9,00,000 6,00,0003. ANAND N. JHAVERI (Whole-time Director) 9,00,000 6,00,0004. SHASHANK I. SHAH (Whole-time Director) 9,00,000 6,00,0005. VIRAL A. JHAVERI (Whole-time Director) 9,00,000 6,00,0006. GIRISH D. SHAH (Whole-time Director Resigned on 22/01/2015) 7,25,806 6,00,0007. NITA G. SHAH (Whole time Director Appointed on 22/01/2015) 1,74,194 –

*Remuneration is not required to be paid to independent director as per Section 149 read with Schedule IV of Companies Act, 2013.



11

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Ahmedabad SteelcraftLimited has Modified the erstwhile policy for Prevention of Sexual Harassment at the Workplace and the Board of Directors have unanimouslyadopted the same w.e.f. July 23, 2014.

Vide notification dated December 9, 2013; Ministry of Women and Child Development have introduced Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Rules, 2013. The earlier policy has been amended by incorporating the rules and proceduresas mandated in the said notification. The revised policy shall be in effect from July 23, 2014.

Company has Appointed Smt. Nita G. Shah (D.I.N: 03225876) to redress the issues regarding Sexual Harassments at work place.

Statutory Auditors:

M/s Dhiren Shah & Co. Chartered Accountants retires as Statutory Auditors of the Company at the conclusion of the Annual General Meetingto be held for the Financial Year 2016-2017 and being eligible to offer themselves for reappointment.

Cost Auditors:

Company does not fall within the purview of Section 148 of the Companies Act, 2013 and hence there is no requirement for the Company toappoint Cost Auditor for the F.Y 2014-15.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit/loss of the Company for that period;

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

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

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

f) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

Green initiatives:

During fiscal 2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like theprevious years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional informationis available on our website, www.steelcraft.co.in.

Electronic copies of the Annual Report 2014-15 and Notice of the 43rd Annual General Meeting are sent to all members whose email addressesare registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies ofthe Annual Report 2015 and the Notice will be the 43rd Annual General Meeting are sent in the permitted mode. Members requiring physicalcopies can send a request to the Company.

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in theNotice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration)Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

For and on behalf of the Board of Directors

Shri Anand V. Shah Shri Darshan A. JhaveriPlace : Ahmedabad (DIN: 00017452) (DIN: 00489773)Date : 28th May, 2015. Managing Director Managing Director

http://www.steelcraft.co.in.


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ANNEXURE - IISecretarial Audit Report for the Financial Year ended 31st March, 2015(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.

To,The Members ofAhmedabad Steel Craft Limited,401, 4TH Floor, “637” Complex,Panchvati 2nd Lane, GulbaiTekra,Ahmedabad – 380006Gujarat

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporatepractices by Ahmedabad Steel Craft Limited (CIN:L27109GJ1972PLC011500)(hereinafter called the “Company”). Secretarial Audit wasconducted in a manner that provided us with a reasonable basis for evaluating the corporate conducts /statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by theCompany and also the information and explanations provided by the Company, its officers, agents and authorized representativesduring the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering thefinancial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Ahmedabad SteelcraftLimited (CIN:L27109GJ1972PLC011500)for the financial year ended on 31st March 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under except Section 203/204 of Companies Act, 2013 relatingto the appointment of Key Managerial Personnel and Company Secretary.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there under;

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulat ions, 2011;

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

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

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

(v) All relevant laws applicable to the Company as provided by the management hereunder :

A. TAXATION-DIRECT AND INDIRECT TAXATION (INCLUDING SALES TAX AND MUNICIPAL/LOCAL LEVIES)

• Income Tax Act, 1961

• Central Sales Tax Act, 1956

• Customs Act, 1962

B. GENERAL LAWS

• Shops and Establishment Act

• Foreign Exchange Management Act

C . APPLICABLE LOCAL / MUNICIPAL LAWS

D. COMPETITION LAW

We have also examined compliance with the applicable clauses of the above Acts:


13

(1) Secretarial Standards

The Secretarial Standards issued and notified by the Institute of Company Secretaries of India are not applicable for the financialyear under review and were only optional. Therefore, we have not commented on the said compliances.

(2) Listing Agreements

The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE).

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

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directorsand Independent Directors. The changes in the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent inadvance and a system exists for seeking and obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.

Majority decision is carried through as there are no dissenting members’ views.

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

We further report that during the audit period there were no specific events/actions such as Public Issue of Securities, buy back,merger, amalgamation, foreign technical collaborations etc. or any other major decisions in pursuance of section 180 of theCompanies Act, 2013 which require compliance of applicable provisions thereof.

For, D.N.MOTWANI & CO.

D.N .MOTWANICOMPANY SECRETARY

ACS NO. 5016C.P NO. 2431

Date: 28th May, 2015Place: Ahmedabad


14

ANNEXURE - IFORM NO. MGT.9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31st March, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]I . REGISTRATION AND OTHER DETAILS :

i) CIN : L27109GJ1972PLC011500ii) Registration Date : July 14th 1972iii) Name of the Company : AHMEDABAD STEELCRAFT LIMITED

iv) Category / Sub-Category of the Company : Category : Company Limited by shares

Sub-Category : Indian Non-Government Companyv) Address of the Registered office and : 401, “637” COMPLEX, PANCHVATI 2ND LANE, GULBAI TEKRA,

contact details AHMEDABAD - 380 006.vi) Whether listed Company Yes / No : Yesvii) Name, Address and Contact details : Link In-time India Private Limited: 303, Shopper’s Plaza-V, Opp. Muncipal

of Registrar and Transfer Agent, if any Market, Off. C.G Road, Navrangpura, Ahmedabad-380009, Gujarat.I I . PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be s tated:-

I I I . PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr. No.

Name And Address of the Company

CIN/ GLN

Holding/ Subsidiary/ Associate

% of shares held Applicable Section

1 Light work LLC (Mangolia) ----- Associate Company 50% Sec. 2(6)

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

i) Category-wise Share Holding

Sr. No.

Name andDescription of main products/services

NIC Code ofthe Product/service

% of total turnover of the company

1 Mild Steel Window Sections (Non- Alloy) 51420 100%

Category of Shareholders No. of Shares held at the beginning of the year [As on 31–March–2014]

No. of Shares held at the end of the year [As on 31–March–2015]

% Change during

the year Demat Physical Total % of

Total Shares

Demat Physical Total % of Total Shares

A. Promoters (1) Indian a) Individual/ HUF 1,370,362 – 1,370,362 33.49% 1,571,657 1,571,657 38.41% 4.92% b) Central Govt – – – – – c) State Govt(s) – – – – – d) Bodies Corp. – – – – – e) Banks / FI – – – – – f) Director Releative 1,236,646 53,850 1,290,496 31.54% 1,060,202 53,850 1,114,052 27.23% –4.31% Sub Total (A) (1) 2,607,008 53,850 2,660,858 65.03% 2,631,859 53,850 2,685,709 65.63% 0.61% (2) Foreign a) NRI Individuals – – – – – b) Other Individuals – – – – – c) Bodies Corp. – – – – – d) Any other – – – – – Sub Total (A) (2) – – – – – – – – –

TOTAL (A) 2,607,008 53,850 2,660,858 65.03% 2,631,859 53,850 2,685,709 65.63% 0.61%


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Category of Shareholders No. of Shares held at the beginning of the year [As on 31–March–2014]

No. of Shares held at the end of the year [As on 31–March–2015]

% Change during

the year Demat Physical Total % of Total

Shares

Demat Physical Total % of Total Shares

B. Public Shareholding

1. Institutions

a) Mutual Funds – 9,200 9,200 0.22% – 9,200 9,200 0.22% –

b) Banks / FI – – – – –

c) Central Govt – – – – –

d) State Govt(s) – – – – –

e) Venture Capital Funds – – – – –

f) Insurance Companies – – – – –

g) FIIs – – – – –

h) Foreign Venture Capital Funds – – – – –

i) Others (specify) – – – – –

Sub–total (B)(1):– – 9,200 9,200 0.22% – 9,200 9,200 0.22% –

2. Non–Institutions

a) Bodies Corp.

i) Indian 31,052 14,100 45,152 1.10% 29,572 6,500 36,072 0.88% –0.22%

ii) Overseas – – – – – – – – –

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

508,256 272,303 780,559 19.08% 463,732 272,703 736,435 18.00% –1.08%

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

461,954 – 461,954 11.29% 497,474 – 497,474 12.16% 0.87%

c) Others (specify)

Non Resident Indians 89,083 13,500 102,583 2.51% 81,883 13,500 95,383 2.33% –0.18%

Overseas Corporate Bodies – – – – – – – – –

Foreign Nationals – – – – – – – – –

Clearing Members 510 – 510 0.01% 110 – 110 – –0.01%

Office Bearers 23,384 7,800 31,184 0.76% 23,817 7,800 31,617 0.77% 0.01%

Foreign Bodies – D R – – – – – – – – –

Sub–total (B)(2):– 1,114,239 307,703 1,421,942 34.75% 1,096,588 300,503 1,397,091 34.14% –0.61%

Total Public (B) 1,114,239 316,903 1,431,142 34.97% 1,096,588 309,703 1,406,291 34.37% –0.61%

C. Shares held by Custodian for GDRs & ADRs

– – – – – – – – –

Grand Total (A+B+C) 3,721,247 370,753 4,092,000 100.00 3,728,447 363,553 4,092,000 100.00 –


16

(i i) Shareholding of Promoters

Sl No.

Shareholder's Name Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

% of total Shares of the

company

%of Shares Pledged/

encumbered to total shares

No. of Shares

% of total Shares of

the company

%of Shares Pledged/

encumbered to total shares

% change in share holding

during the year

1 Anand Vipinchandra Shah 367928 8.99 0.00 367928 8.99 0.00 0.00

2 Anand Navinchandra Jhaveri 275500 6.73 0.00 281500 6.88 0.00 0.15

3 Anandbhai Vipinchandra Shah 230800 5.64 0.00 230800 5.64 0.00 0.00

4 Darshan Ashok Jhaveri 113864 2.78 0.00 220959 5.40 0.00 2.62

5 Viralkumar Anilbhai Jhaveri 95000 2.32 0.00 221000 5.40 0.00 3.08

6 ShashankIndulal Shah 93763 2.29 0.00 93763 2.29 0.00 0.00

7 Girish D. Shah 87400 2.14 0.00 87400 2.14 0.00 0.00

8 AnandVipinchandra Shah 76000 1.86 0.00 76000 1.86 0.00 0.00

9 Darshan Ashok Jhaveri 26107 0.64 0.00 26207 0.64 0.00 0.00

10 Kanishka H. Kazi 4000 0.10 0.00 4000 0.10 0.00 0.00

11 Rajniben Anilbhai Jhaveri 52000 1.27 0.00 52000 1.27 0.00 0.00

12 Anilaben Ashokkumar Jhaveri 133331 3.26 0.00 133331 3.26 0.00 0.00

13 Geetaben Vipinchandra Shah 104700 2.56 0.00 104700 2.56 0.00 0.00

14 Kunal Shashankbhai Shah 91650 2.24 0.00 91650 2.24 0.00 0.00

15 Kartikey Shashankbhai Shah 81750 2.00 0.00 81750 2.00 0.00 0.00

16 Pranjali Anand Shah 64300 1.57 0.00 64300 1.57 0.00 0.00

17 Kartikey Shashankbhai Shah 57000 1.39 0.00 57000 1.39 0.00 0.00

18 Naditaben Vipinchandra Shah 57000 1.39 0.00 57000 1.39 0.00 0.00

19 Kuntiben Girishchandra Shah 57000 1.39 0.00 57000 1.39 0.00 0.00

20 Kajalben Girishchandra Shah 57000 1.39 0.00 57000 1.39 0.00 0.00

21 Neha Anilbhai Jhaveri 40000 0.98 0.00 40000 0.98 0.00 0.00

22 Gopi Ashok Jhaveri 39540 0.97 0.00 39540 0.97 0.00 0.00

23 Deepa Anand Jhaveri 30000 0.73 0.00 43801 1.07 0.00 0.34

24 Neetaben Girishchandra Shah 36100 0.88 0.00 36100 0.88 0.00 0.00

25 Pritiben Shashankbhai Shah 33000 0.81 0.00 33000 0.81 0.00 0.00

26 Indulal Dahyabhai Shah 26000 0.64 0.00 26000 0.64 0.00 0.00

27 Maitri D. Jhaveri 24618 0.60 0.00 25918 0.63 0.00 0.03

28 PranjaliDineshChoksi 15300 0.37 0.00 15300 0.37 0.00 0.00

29 Aniruddh Darshan Jhaveri 11762 0.29 0.00 14512 0.35 0.00 0.07

30 Ashokkumar Kasturlal Jhaveri 13400 0.33 0.00 13400 0.33 0.00 0.00

31 Kunal Shashankbhai Shah 9500 0.23 0.00 9500 0.23 0.00 0.00

32 Vaishali Yogeshkumar Chokshi 5700 0.14 0.00 5700 0.14 0.00 0.00

33 Virajben Yogeshkumar Chokshi 5100 0.12 0.00 5100 0.12 0.00 0.00

34 Vaishali Viral Jhaveri 5000 0.12 0.00 5000 0.12 0.00 0.00

35 Ilaben Yogeshkumar Chokshi 2850 0.07 0.00 2850 0.07 0.00 0.00

36 Pranjaliben Anandbhai Shah 2100 0.05 0.00 2100 0.05 0.00 0.00

37 Nanditaben Shaunak Munshaw 1500 0.04 0.00 1500 0.04 0.00 0.00

38 Madhuriben M. Jhaveri 1100 0.03 0.00 1100 0.03 0.00 0.00

39 AshokkumarKasturlal Jhaveri 106195 2.60 0.00 0.00 0.00 0.00 -2.60

40 Anilkumar Kasturlal Jhaveri 126000 3.08 0.00 0.00 0.00 0.00 -3.08

Total 2660858 65.03 0.00 2685709 65.63 0.00 0.61


17

(ii i) Change in Promoters’ Shareholding (please specify, if there is no change)

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

SN Particulars Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares

No. of shares % of total shares

At the beginning of the year 1/4/2014 2,660,858 65.03% 2,660,858 65.03% Changes during the year 4/4/2014 Transfer 100 0.00% 2,660,958 65.03% 11/4/2014 Transfer 200 0.00% 2,661,158 65.03% 2/5/2014 Transfer 400 0.01% 2,661,558 65.04% 16/5/2014 Transfer 1,550 0.04% 2,663,108 65.08% 30/5/2014 Transfer 1,300 0.03% 2,664,408 65.11% 6/6/2014 Transfer 897 0.02% 2,665,305 65.13% 13/6/2014 Transfer 143 0.00% 2,665,448 65.14% 20/6/2014 Transfer 460 0.01% 2,665,908 65.15% 30/6/2014 Transfer 6,151 0.15% 2,672,059 65.30% 25/7/2014 Transfer 5,000 0.12% 2,677,059 65.42% 25/7/2014 Transfer 126,000 3.08% 2,803,059 68.50% 25/7/2014 Transfer -126,000 -3.08% 2,677,059 65.42% 1/8/2014 Transfer 6,000 0.15% 2,683,059 65.57% 8/8/2014 Transfer 2,200 0.05% 2,685,259 65.62% 15/8/2014 Transfer 400 0.01% 2,685,659 65.63% 17/10/2014 Transfer 50 0.00% 2,685,709 65.63% 12/12/2014 Transfer 106,195 2.60% 2,791,904 68.23% 12/12/2014 Transfer -106,195 -2.60% 2,685,709 65.63% At the end of the year 2,685,709

Sl. No.

Shareholding at the beginning of the year

Shareholding at the End Of the Year

Name of the Top 10 Shareholders No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

01. Homi Adi Katgara 89,500 2.19% 89,700 2.19% 02. MilindGangadhar Chitnavis 85,015 2.08% 75,000 1.83% 03. MiloniMehulSampat 72,999 1.78% 72,999 1.78% 04. Bharat D. Shah 41,120 1.00% 41,120 1.00% 05. Yolanda Fernandes ---- 0.00% 35,000 0.86% 06. Vinodchandra M. Parekh 25,892 0.63 % 25,892 0.63 % 07. Roydon Peter Gonsalves 16,265 0.40 % 24,350 0.60 % 08. Vinodchandra M. Parekh 21,525 0.53% 21,525 0.53% 09. Kishore KalayanjiSavla HUF ---- 0.00% 21,000 0.51% 10. Joaquim Mascarenhas 20,000 0.49 % 20,000 0.49% Date wise Increase/Decrease in Share holding during the year

specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/sweat equity etc):

NIL

At the End of the year (or on the date of separation, if separated during the year)


18

(v) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares

No. of shares % of total

shares

1 Anand V. Shah (Managing Director)

At the beginning of the year 1/4/2014 674728 16.49% 674728 16.49%

Changes during the year 0.00% 674,728 16.49%

At the end of the year 31/3/2015 674728 16.49% 674,728 16.49%

2 Darshan A Jhaveri (Managing Director)


Changes during the year 4/4/2014 100 0.00% 113964 2.79%

11/4/2014 100 0.00% 114064 2.79%

2/5/2014 200 0.00% 114264 2.79%

16/5/2014 500 0.01% 114764 2.80%

12/12/2014 106195 2.60% 220959 5.40%

At the end of the year 31/3/2015 220959 5.40% 220595 5.39%

3 Anand N. Jahveri (whole Time Director)



1/8/2014 1000 0.02% 281500 6.88%


4 Shashank I. Shah (Whole Time Director)


Changes during the year 0.00% 93,763 2.29%


5 Viral A. Jhaveri (Whole Time Director)


Changes during the year 25/7/2014 126000 3.08% 221,000 5.40%


6 Nita G. Shah (Additional & Whole Time Director)

At the beginning of the year 1/4/2014

Changes during the year 22/1/2015 36100 0.88% 36,100 0.88%








Changes during the year 13400 0.33%



19

V. INDEBTEDNESS

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

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

Change in Indebtedness during the financial year • Addition • Reduction

Net Change NIL NIL NIL NIL

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Total (i+ii+iii) NIL NIL NIL NIL

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

ANAND V. SHAH

DARSHAN A. JHAVERI

ANAND N. JHAVERI

SHASHANK I. SHAH

VIRAL A. JHAVERI

GIRISH D. SHAH

NITA G. SHAH

1. Gross salary (a)Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b)Value of perquisites u/s 17(2) Income-tax Act, 1961 (c)Profits in lieu of salary under section 17(3) Income- tax Act, 1961

9,00,000 9,00,000 9,00,000 9,00,000 9,00,000 7,25,806 1,74,194 54,00,000

2. Stock Option 0 0 0 0 0 3. Sweat Equity 0 0 0 0 0 4. Commissionas % of profit

-others, specify... 0 0 0 0 0

5. Others, please specify 0 0 0 0 0 Total (A) 9,00,000 9,00,000 9,00,000 9,00,000 9,00,000 7,25,806 1,74,194 54,00,000 Ceiling as per the Act*

*The appointment was made in the year 2012, as per Schedule XIII of the Companies Act, 1956. The max imum remunerationpayable to Working Directors was approved by the shareholders in the year 2012. The ceiling limit at that time was decided at Rs.1, 25,000 per month i.e. Rs. 15, 00,000 per annum. As per the Companies Act, 2013 effective from 1st April, 2014, the ceiling limitapplicable to the Company comes to Rs. 3,50,000 per month per Director i.e. Rs. 42, 00, 000 per annum to each Director.

Thus, the remuneration payable to working Directors is within the limits prescribed under Schedule V of the Companies Act, 2013.


20

B. Remuneration to other directors:

C . REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No.

Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

In the process of appointment.

Yet to be appointed

Yet to be appointed

2. Stock Option -- -- -- --

3 Sweat Equity -- -- -- --

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

-- -- -- --

5. Others, please specify -- -- -- --

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/

Compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made, if any (give Details)

A. COMPANY Penalty NIL Punishment NIL Compounding NIL B. DIRECTORS Penalty NIL Punishment NIL Compounding NIL C. OTHER OFFICERS IN DEFAULT Penalty NIL Punishment NIL Compounding NIL

Sl. No.

Particulars of Remuneration

Total Amount

Shri Ashok C. Gandhi (00022507)

Shri Kanishka H. Kaji (02329312)

ShriShrujal S. Patel (02087840)

3. Independent Directors • Fee for attending board committee meetings

• Commission • Others, please specify - Audit Committee

85,000 --

32,500

60,000 ---

20,000

85,000 --- ---

2,30,000 ---

52,500 Total (1) 1,17,500 80,000 85,000 2,82,500 4. Other Non-Executive Directors -- -- -- -- • Fee for attending board committee meetings

• Commission • Others, please specify

-- -- -- --

Total (2) -- -- -- -- Total (B) = (1 + 2) 1,17,500 80,000 85,000 2,82,500 Total Managerial Remuneration -- -- -- -- Overall Ceiling as per the Act 1,00,000 Per B.M 1,00,000 Per B.M 1,00,000 Per B.M --


21

CORPORATE GOVERNANCE REPORT

Corporate Governance is the applicat ion of best management practices, compliances of law and adherence to ethical standards toachieve the Company’s objective of enhancing the shareholders value and discharge the social respons ibilities. It is systematic processby which the Companies are directed and controlled to enhance their wealth generating capacity. The Governance process shouldensure that these resources are ut ilized in a manner that meets stakeholder’s aspirations and societ al expectations.

Ahmedabad Steelcraft Limited remained resolute in its commitment to conduct business in accordance w ith the highest ethicalstandards and sound Corporate Governance Practices. The Company strongly believes that good corporate governance practices goa long way to achieve the objective of enhancing shareholder value and the interest of all stakeholders.

The Company has set up two t ier governance st ruc ture, which helps it in strategic decis ion mak ing, o perat ion and projectimplementat ion:

(i) Strategic Supervision: Overall strategic supervision and control is exercised by the Board of Directors in laying down st rategicgoals, major expansion projects and capital expenditure and business plans approval to ensure that Company is progressing tofulfill shareholder aspiration.

(i i) Operation Management and Control : Business Management Group comprising of funct ional heads, steered by ManagingDirectors, who handles the management and coordination with regular reviews and meetings with the objective to seek continuousimprovement in the Company’s working and to harness the potential.

In India, corporate governance standards for listed Companies are regulated by the Securit ies and Ex change Board of India (SEBI)through Clause 49 of the List ing Agreement of the Stock Exchanges. Ahmedabad Steelcraft Limited has adopted best pract icesmandated in the Clause 49 and has established procedures and systems to be fully compliant with it.

This chapter, along with the chapters on Management Discussion and Analysis and Addit ional Shareholder Information, reportAhmedabad Steelcraft Limited compliance with the Clause 49.

Board of Directors

The Board of Directors of the Company are in a fiduciary position, empowered to oversee the management function with a view toensure its effectiveness and enhancement of shareholders’ value. The Board reviews and approves management strategic plan andbusiness objectives and monitors the Company’s strategic direction. The Board sets strategic goals and seeks accountability for theirfulfillment. Acting as trustees on behalf of the shareholders, Board ensures that the Company has clear goals relat ing to shareholdersvalue and growth.

Composition of the Board

As on 31 March 2015, Ahmedabad Steelcraft Limited Board comprised of Nine Directors. The Chairman is independent non-executiveDirector.

The composition of the Board is in conformity with the Clause 49, which stipulate that at least 50 percent of the Board should consistof non-executive D irec tors and in case the Chairman is a non-executive Director a t leas t one –thi rd of the Board should beindependent..

No Director is a member of more than ten committees, or acts as Chairman of more than f ive committees across all Companies inwhich they are Directors. Note that directorships in foreign Companies and private limited Companies do not count towards this limit.

The non-executive Directors are appointed or re-appointed with the approval of the shareholders. All executive Directors are liable toret ire by rotation unless otherwise approved by the shareholders. One third of the Directors who are liable to retire by rotation retiresevery year and is eligible for re-appointment. According to the terms of the Company’s Article of Association, the strength of the Boardshall not be less than three and more than twelve.

Number of Board Meetings

The Board of Directors met five times during the year on 27/05/2014, 29/07/2014, 7/11/2014, 22/01/2015 and 31/03/2015.The maximumgap between any two meetings was less than 120 days. The agenda for each meeting is prepared well in advance along withexplanatory notes wherever required and distributed to all directors.

Directors’ Attendance Record and Directorship Held

As mandated by the Clause 49, none of the Directors are members of more than ten Board level committees nor are they Chairmanof more than five committees in which they are members. The composition of Board of Directors during the year 2014-15 is given inTable 1.


22

Table 1 : Composition of the Board of DirectorsName of Relationship Category No. of No. of Whether No. Whether No. of No. of No. ofDirectors with other meetings Meetings Attendance of outside outside Committee ChairMan& DIN directors held attendance in Last Directorship Director ship Member Ship of

AGM of public of private -Ship committeesCompanies Companies

Ashok C. Independent Chairman & 5 5 Yes 6 — 7 1Gandhi Independent(00022507) DirectorShri Anand V. Relative of Managing 5 5 Yes — 7 — —Shah Promoter Director(00017452)Shri Darshan Relative of Managing 5 5 Yes — 3 — —A. Jhaveri Promoter Director(00489773)Shri Shashank Relative of Executive 5 5 Yes — 2 — —I.Shah Promoter Director(00545449)Shri Anand N. Relative of Executive 5 5 Yes 1 — — —Jhaveri Promoter Director(00489833)Shri Girish Relative of Executive 4 3 Yes — 2 — —D.*Shah Promoter Director(00545407)Shri Viral Relative of Executive 5 5 Yes — 2 — —A. Jhaveri Promoter Director(00489644)Shri Kanishka Independent Director 5 3 Yes — — — —H. Kaji(02329312)Smt Nita Relative of Executive 1 1 — — — — —G. Shah** Promoter Director*(03225876)Shri Shrujal Independent Director 5 5 — — 6 — —Patel (02087840)

*Shri Girish D. Shah (00545407) resigned from the Board with effect from 22nd January, 2015.**Smt. Nita G. Shah* (03225876)was appointed as Additional Director with effect from 22nd January, 2015. She was also appointed asWhole-time Director with effect from 22nd January, 2015, subject to the approval of shareholders.Independent Director MeetingThe meeting of Independent Director was held on 31st March, 2015 in terms of Section 149(7) of the Companies Act, 2013 and Clause VIIof Schedule IV. The meeting of other Directors was held as per Clause VIII of said schedule.Information Supplied to the BoardThe Board has complete access to all information of the Company. The following information are regularly provided to the Board as a partof the agenda papers well in advance of the Board meetings or is tabled in the course of the Board Meeting. Annual operating plans andbudgets and any update thereof:• Quarterly results for the Company• Minutes of the meetings of the Audit Committees and other Committees of the Board.• Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal

of Chief Financial Officer and Company Secretary• Materially important show cause, demand , prosecution notices and penalty notices• Detail of any joint venture or collaboration agreement• Foreign Exchange Management to limit the risks of adverse exchange rate movement, if material• Quarterly disclosure of all the investments made• Quarterly performance report on the ongoing projects• Non-compliance of any regulatory, statutory nature of listing requirements and shareholders service such as non-payment of

dividend, delay in share transfer, etc.The Board periodically reviews compliance reports of all laws applicable to the Company.


23

Remuneration to DirectorsNon-executive Directors are paid the sitting fees, which is approved by the Board.As approved by the Board, the remuneration of Rs. 54,00,000 was paid to the Managing Directors and Executive Directors as under:

Table 2 A: Sitting Fee to Directors for 2014-15 (`)

There is no pecuniary relationship of transactions of the non-executive Director’s vis-à-vis the Company except as mentioned above. TheCompany has not granted any stock option to any of its Directors.During 2014-15, the Company did not advance any loans to any of its Directors.Code of ConductAhmedabad Steelcraft Limited’s Board has laid down a code of conduct for all Board members and senior management of the Company.The code of conduct is available on the website of the Company www.steelcraft .co.in . All Board members and senior managementpersonnel have affirmed compliance with the Code of Conduct. A declaration signed by the Managing Directors to this effect is enclosedat the end of this report.Risk ManagementThe Company has developed a very comprehensive risk management policy and the same is reviewed by the Audit Committee at periodicalintervals, which in turn, informs the Board about the risk assessment and minimization procedures adopted by the management.Suggestions or guidance given by the audit committee members are immediately implemented. At the corporate level major risks arereviewed by the Managing Directors and directions in this regard are issued accordingly.Committees of the BoardThe Company has three Board level committees-Audits Committee, Remuneration Committee and Shareholders’/Grievance Committee.All decisions pertaining to the constitution of committees, appointment of members and fixing of terms of service for committee membersare taken by the Board of Directors. Detail on the role and composition of these committees, including the number of meeting held duringthe financial year and the related attendance, are provided below:a) Audit Committee

As on 31 March 2015, the Audit Committee comprises four Directors, out of which two are independent directors.Shri Kanishka Kaji (DIN: 02329312) Independent Director is the Chairman of the Committee.The time gap between two meetings was less than 120 days. The Committee met four times in the year under review on 27/05/2014,29/07/2014, 7/11/2014 and 22/01/2015.The details of the Audit Committee are given in Table 3.

Table 3 : Attendance record of Ahmedabad Steelcraft Limited of Audit Committee Meetings

The functions of the Audit Committee of the Company include the following:• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial

statement is correct, sufficient and credible.

Directors Remuneration Sr. No.

Name of Director DIN Designation Remuneration for F.Y 2014-2015 (Amount In Rs.)

1. ANAND V. SHAH 00017452 Managing Director 9,00,000 2. DARSHAN A. JHAVERI 00489773 Managing Director 9,00,000 3. ANAND N. JHAVERI 00489833 Whole-time Director 9,00,000 4. SHASHANK I. SHAH 00545449 Whole-time Director 9,00,000 5. VIRAL A. JHAVERI 00489644 Whole-time Director 9,00,000 6. GIRISH D. SHAH 00545407 Whole-time Director (Resigned on 22/01/2015) 7,25,806 7. NITA G. SHAH 03225876 (Whole time Director Appointed on 22/01/2015) 1,74,194

Name of The Member

DIN Position Status No. Of Meeting Held

No. of Meeting Attended

Sitting fees (`)

Shri Kanishaka Kaji 02329312 Chairman Independent 4 2 20,000 Shri Ashok C. Gandhi 00022507 Member Independent 4 4 32,500 Shri Anand V. Shah 00017452 Member Promoter 4 4 Nil Shri Darshan A. Jhaveri 00489773 Member Promoter 4 4 Nil

Name of Director Category& DIN Sitting Fees Commission Shri Ashok C. Gandhi Chairman & Independent Director (00022507) 85,000 0

Shri Kanishka H. Kaji Independent Director (02329312) 60,000 0

Shri Shrujal S. Patel Independent Director (02087840) 85,000 0



24

• Recommending to the Board, the appointment re-appointment, if required the replacement or removal of the statutory auditor andfixation of the audit fees.

• Approval of payment to the statutory auditor for any other services rendered by the statutory auditors.• Reviewing, with the management , the annual financial statement before submission to the Board for approval, with particular

references to :- Matters required to be included in the Directors Responsibility Statement to be included in the Board's report in terms of Section

134 of the Companies Act, 2013.- Changes, if any, in accounting policies and practices and reason for the same.- Major accounting entries involving estimates based on the exercise of judgment by management.- Significant adjustment made in the financial statements arising out of audit findings.- Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions.• Qualification in the draft audit report.• Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control system.• Reviewing the adequacy of internal audit plan.• Discussion with internal auditors on any significant findings and follow up thereof.• Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit

discussion to ascertain any area of concern.• To look into the reasons for substantial defaults in the payments to the depositors, shareholders (in case of non-payment of

declared dividends) and creditors.• Reviewing the functioning of the Whistle Blower Mechanism.• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.The Audit Committee is empowered, pursuant to its terms of references, to:• Investigate any activity within its terms of reference and to seek any information it requires from any employee.• Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and

expertise, when considered necessary.The Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:• Management discussion and analysis of financial condition and results of operations.• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.• Management letters/letters of internal control weaknesses issued by the statutory auditors.• Internal audit reports relating to internal control weaknesses.• The appointment, removal and terms of remuneration of the internal auditor.In addition, the Audit Committee of the Company also reviews the financial statements.The Audit Committee is also apprised on information with regard to related party transactions by being presented:• A statement in summary form of transactions with related parties in the ordinary course of business.• Details of material individual transactions with related parties which are not in the normal course of business.• Details of material individual transactions with related parties or others, which are not on an arm’ s length basis along with

management’s justification for the same.b) Shareholders’/ Investors’ Grievance Committee The Shareholders / Investors Grievance Committee consist of two members. The Committee met twice in the year under review

Shri Kanishka Kaji (DIN: 02329312) is the Chairman of the Committee and Shri Darshan A. Jhaveri(DIN:00489773) the ManagingDirector is the member of the Committee.The primary function of the committee is to attend investor complaints pertaining to transfer/ transmission of shares, non-receiptof the dividend and any other related matters. The minutes of each of the committee meetings are reviewed by the Board.The matters, if any, requiring Boards attention are informed to the Board by the Committee Chairman.

c) Corporate Social Responsibility Committee (CSR)The Company is not falling within the criteria of Section 135 of the Companies Act, 2013 and hence the Company is not requiredto form CSR committee.


25

Details of queries and grievances received and attended by the Company during the year 2014-15 are given in Table 4.Table 4: Nature of Complaints received and attended to during 2014-151. Opening NIL2. Received during the year NIL3. Resolved / Attended during the year NIL4. Complaints pending as at 31st March, 2015 NIL

The Board of Directors has delegated the power of approving physical transfer and transmission of shares to the Managing Director.ManagementManagement Discussion and analysisAnnual Report has a detailed chapter on Management Discussion and Analysis.DisclosuresDetails of materially significant related party transactions i.e. transactions of the Company of a material nature, with its promoters,the directors or the management, their subsidiaries or relatives etc. are present under in Note V to Annual Accounts of the AnnualReport.Related Party TransactionsThere have been no materially significant related party transactions with the company's promoters, directors, management or their relativewhich have a potential conflict with the interests of the Company. Members may refer to disclosures of transaction with related partiesi.e. Promoters, Directors, Relatives, Subsidiary or Management made in the Balance Sheet in Note V "Notes to Accounts at NoteNo 13 in compliance of Clause 49 of the Listing Agreement and Accounting Standard 18.Disclosure of Accounting Treatment in Preparation of Financial StatementsAhmedabad Steelcraft Limited has followed the guidelines of Accounting standard referred to Section 133 of The Companies Act, 2013.,including Accounting Standard (AS) -30 on financial instruments: Recognition and measurement and limited revision arising out of it in otherAccounting Standard issued by 'The Institute of Chartered Accountant of India.Details of Non-Compliance by the CompanyAhmedabad Steelcraft Limited has complied with all the requirements of Regulatory Authorities. No penalties /strictures were imposed onthe Company by Stock Exchange of SEBI or any other Statutory Authority on any matter related to capital market during last three years.Code for Prevention of Insider Trading PracticesIn Compliance with the SEBI Regulation on prevention of Insider Trading, the Company has instituted a comprehensive Code of Conductfor its management and its staff. The Code lays down guidelines, which advices them on procedures to be followed and disclosures to bemade, while dealing with the Shares of Company, and cautioning them of the consequences of violation.Managing Director CertificationThe Managing Directors Certification of the financial statements for the year is enclosed at the end of the report.DirectorsAs per the provisions of Articles of Association,Shri. Shashank I. Shah (DIN: 00545449) and to Shri Anand N. Jhaveri (DIN: 00489833)retire from the Board by rotation and being eligible offer themselves for reappointment.The Directors liable to retire by rotation are Whole-time Directors. Taking into consideration their expertise and knowledge, the Board ofDirectors including the Independent Directors proposes to recommend their re-appointment in the ensuing Annual General Meeting.The brief Profile of Retiring Director is given as under:

*Shri Shashank I. Shah (DIN: 00545449) aged about 67 years is an Engineer having Experience in Corporate and Business of about 36Years in the industry.*Shri Anand N. Jhaveri (DIN: 00489833) aged about 46 Years is Graduate in Commerce having experience of about 24 years in the industrySmt. Nita G. Shah (DIN: 03225876) was appointed as an Additional Director on 22nd January, 2015 to hold the office upto the date ofAnnual General Meeting. She was also appointed as Whole-time Director of the Company, subject to the approval of shareholders. Thenecessary resolution pertaining to her confirmation as Director and Whole-time Director are proposed in the ensuing Annual General Meeting.The Company has received a notice from a member under section 160 of the Companies Act, along with the deposit of Rs. 1,00,000/-(Rupees One Lakh only), refundable on election of the said Director as independent Director under section 149 of the Companies Act, 2013,with effect from 4th September, 2014.The brief Profile of Appointing Director is given as under:

During the year, Shri Girish D. Shah (DIN: 00545407) has resigned due to pre-occupation with effect from 22nd January, 2015.

SR. No.

NAME AGE ASSOCIATION WITH THE COMPANY

EXPERIENCE*

1. Shri ShashankI.Shah(DIN: 00545449) 67 20/03/1995 36 2. Shri Anand N. Jhaveri (DIN:00489833) 46 20/03/1995 24

SR. No. NAME AGE ASSOCIATION WITH THE COMPANY EXPERIENCE 1. Smt. Nita G. Shah (DIN: 03225876) 72 22/01/2015 20


26

Table 5: Directorship in other Companies of aforesaid Director:

Means of Communication with ShareholdersThe Company published its quarterly, half yearly and yearly results in the form as prescribed under Clause 49 of the Listing Agreementwithin the prescribed time. The results were send to stock exchange were shares are listed and the same were published in the IndianExpress and Financial Express.The financial results and official news released etc are also displayed on the website of the Company www.steelcraft.co.in.Annual Reportcontaining inter-alia Audited Annual Accounts,Directors' Report, Auditors Report and other important and Statutory information are circulated to all members and to others entitled. TheManagement Discussion and Analysis Report along with the Managing Director Certificate forms part of the Annual Report.

Table 6 Details of the Announcement of the Financial Results for 2015-16 & 2014-15

In addition to this, if there is any other announcement affecting the Shareholders/Public, it is duly informed to Stock Exchange andpublished in the news paper for the benefit of Shareholder and the public at large.

Annual General Meeting

Table 7 gives the details of the last three General Meeting.

Table 7: Annual General Meetings

Date AGM Location Time

04-09-2014 42nd AGM Sports Club Of Gujarat, Stadium, Ahmedabad 12.00 Noon

22-08-2013 41st AGM Sports Club Of Gujarat, Stadium, Ahmedabad 12.00 Noon

21-09-2012 40th AGM Gujarat Chamber of Commerce Ashram road, Ahmedabad 12.00 Noon

ComplianceMandatory requirementsThe Company is fully compliant with the applicable mandatory requirements of the revised Clause 49 of the Listing Agreement enter intowith the Stock exchanges as well as regulation and guidelines of the Securities and Exchanges Board of India. Consequently no penaltieswere imposed or strictures passed against your Company by SEBI, Stock Exchange or any other statutory Authorities. The Company hascompliant with an adopted mandatory requirement of Corporate Governance Code. However it has not adopted the following nonmandatory requirements of the code which the Board may consider, adopting in due course of time.1) Maintenance of the Chairman's office and tenure of independent directors.2) Communication of half-yearly results to each household of members- The Company publishes its results in leading newspapers and

also posts the same on the Company's website.3) Training of directors - All the directors have expertise in their areas of specialization.4) Mechanism for evaluating Non-Executive Directors.

Description of results Date of Announcement March Quarter 2014 27th May, 2014 June Quarter 2014 29th July, 2014 September Quarter 2014 7th November, 2014 December Quarter 2014 22nd January, 2015 March Quarter 2015 28th May, 2015 June Quarter 2015 15th July, 2015(Proposed) September Quarter 2015 15th November, 2015 (Proposed) December Quarter 2015 15th February, 2016 (Proposed) March Quarter 2015 30thMay, 2016 (Proposed)

Sr. No.

Name of Director and DIN Name of Company Public Company

Private Company

1. SHRI. VIRAL ANILBHAI JHAVERI (DIN: 00489644)

ICE (ASIA) PRIVATE LIMITED Yes

BAYPORT INTERNATIONAL LLP

2. SHRI.ANAND NAVINCHANDRA JHAVERI (DIN: 00489833)

THE SPORTS CLUB OF GUJARAT LIMITED Yes

3. SMT. NITA G. SHAH (DIN: 03225876) Nil

http://www.steelcraft.co.in.Annual


27

Adoption of Non- Mandatory Requirements

a.) Tenure of Independent Directors

In the last Annual General Meeting held on 4th September, 2014 Shri.Ashok C. Gandhi ( DIN:00022507) and Shri. Kanishka H.Kaji (DIN: 02329312) were appointed as Independent Directors for the period the period of Five Years from 4th September,2014to 3rd September,2019.

Similarly Shri. Shrujal S. Patel (DIN:02087840) was appointed as Independent Director for Five Years from 4th September,2014.

The tenure of all the Independent Directors will be Completed on 3rd September, 2019.

b.) Remuneration Committee

The sitting fees paid to the non-executive directors, commission to independent director, and remune ration paid to thewhole- time director is approved by the remuneration committee. Remuneration Committee consists of Shri Ashok C.Gandhi (DIN: 00022507) and Shri Kanishka H. Kaji (DIN:02329312) both Independent Directors.

Half- yearly Declaration

A half - yearly Declaration of financial performance including summary of significant events in the last six months is currentlynot being send to each household of shareholders. However, the Company publishes its results in national and state levelnewspapers having wide circulation. The results are also posted on the website of the Company i.e. www.steelcraft.co.in

c.) Audit Qualifications

Management response on audit qualification, if any, is covered in Directors’ Report.

d.) Mechanism for evaluation of Non- Executive Directors

Conducted meeting of Independent Directors and Promoters for evaluation of Independent Directors and Promoters.

e.) Secretarial Audit/Reconciliation of Share Capital Audit

Even though there is no mandatory requirements for Corporate Secretarial Audit/Reconciliation of share capital audit, theCompany carries out a Quarterly Secretarial Audit/ reconciliation of share capital with regard to share transfer and othercompliances and presents it to the Board.

f.) Secretarial Standards

The Institute of Company Secretaries of India had brought out Secretarial standards called SS 1 to SS 10. The Company isin compliant with these standards.

ADDITIONAL SHAREHOLDER INFORMATION

Annual General Meeting

Date : 3rd September, 2015Time : 12.00 P.MVenue : The Sports Club of Gujarat Ltd, Stadium Road, Ahmedabad 380009

Financial Calendar

Financial year: 1st April, 2014 to 31st March, 2015

Book Closure

The dates of book closure are from 28 th August, 2015 to 3rd September, 2015. (Both Days Inclusive).

Dividend

No Dividend is recommended by the management due to inadequate profit during the year.

Listing

At present, the equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai (BSE), and the annual listing feesfor the financial year 2015-16 to BSE has been paid.

Table 8: Ahmedabad Steelcraft Limited Stock Exchange Codes

Name of the stock exchange Stock code ISIN Code

Bombay Stock Exchange Limited, Mumbai 522273 INE868C01018



28

Stock Market Data

Table 9: High, Lows and Volumes of company's Shares for 2014-15 at BSE

BSE (Bombay Stock Exchange Ltd)

High Low Volume (No. Of Shares)April 2014 15.50 13.85 900May 2014 16.02 14.40 8030June 2014 28.75 14.75 17234July2014 32.15 28.20 27624August 2014 36.75 30.60 4380September 2014 31.00 21.75 1633October 2014 30.50 22.35 6430November 2014 40.70 29.00 33841December 2014 41.25 41.25 5000January 2015 43.30 38.85 5812February 2015 42.95 40.00 323March 2015 43.50 39.90 7225

Distribution of Share Holding

Table 10 and 11 list the distribution of the shareholding of the equity shares of the Company by size and by ownership class as on 31 March2015.

Table 10 : Shareholding Pattern by Size on 31 March 2015

No. of equity shares No. of shareholders % of Shareholders No. of shares held % of share-holding

1-500 3,434 93.4676 4,19,579 10.2536

501-1000 87 2.3680 69,140 1.6896

1001-2000 45 1.2248 66,111 1.6156

2001-3000 21 0.5716 54,518 1.3323

3001-4000 7 0.1905 24,597 0.6011

4001-5000 11 0.2994 51,256 1.2526

5001-10000 20 0.5444 1,46,460 3.5792

10000 & above 49 1.3337 32,60,339 79.6759

Total 3,674 100.00 40,92,000 100.00

Table 11 : Shareholding Pattern by Ownership as on 31 March 2015

Category No. of Shares Held % of Shares HoldingA Promoter's Holding 1-Promoters 26,85,709 65.63

Sub-TotalB Non-Promoter Holding2 -Institutional Investor 9,200 0.22

“ ”Sub-Total

3- Others 13,97,091 34.15

Sub-TotalTotal (1+2+3) 40,92,000 100.00


29

Dematerialization of Shares

The Shares of the Company are compulsory traded in dematerialized form only. The Company’s Shares are available for trading in thedepository of both NSDL and CDSL. As on 31st March 2015. Total 37,28,447 Equity Shares forming 91.10% of the share capital ofthe Company stand dematerialized.

Outstanding GDRs/ADRs/Warrants/Options

The Company had not issued any GDRs/ADRs/Warrants/Options etc.

Details of Public Funding obtained in the last three years

No Public Funding has been obtained in the last three years.

Registrar and transfer Agent

Address: (Ahmedabad Branch)

Link-in Time India Private Limited303, Shopper’s Plaza – VOpp.Muncipal Market,Off.C.G.RoadNavrangpura,Ahmedabad-380 009Tele: 079-26465179Email: [email protected]

Share Transfer system

Shares lodged in physical form for transfer, are usually transferred within 15 days if the documents are clear in all respects. Sharesunder objection are in general returned within a week’s time. For transfer of shares in physical form, the Board of Directors haveauthorized to the Share Transfer Committee to approve the transfer of shares and registration.

Request received for dematerialization of shares are processed and the confirmation are given by the Registrar and Transfer Agent thedepositors within 15 days.

Bank Details

Share holders holding shares in physical form are requested to notify/send the following information to the Company/Registrar andShare Transfer Agent of the Company:

1) Any Change in the Address/ mandate/ bank details etc. and

2) Particulars of the Bank Account in which they wish their dividend to be credited, in case the same has not been furnished earlierand should include the following: particulars viz. Bank Name, Branch Name, Account Type, Account Number and MICR code (9 digit)

Permanent Account Number (PAN)

The Securities and Exchange Board of India (SEBI) has mandated the submission of PAN by every participant in securities market.Member holding shares in electronically form are, therefore, requested to submit the PAN to their Depository Participants with whomthey are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details directly to theCompany/Registrar and Share Transfer Agent.

Nomination Facility

Shareholders, holding shares in physical form and desirous of submitting/changing nomination in respect of their shareholding in theCompany may submit Form 2B (in duplicate) as per the provisions of Section 109A of the Companies Act , 1956 to the Company/Registrar and Share Transfer Agent.

Company’s Registered Office Address:303, 3rd Floor, Shopper’s Plaza – V,Opp. Muncipal Market,Off. C.G. Road, Navrangpura,Ahmedabad- 380009.

Auditors Certificate on Corporate Governance:

As required by Clause 49 of the Listing Agreement. The Auditors Certificate is given as an Annexure to the Director Report.


Date : 28.05.2015 Anand V. Shah (DIN:00017452) &Place: Ahmedabad Darshan A. Jhaveri (DIN:00489773)

Managing Directors



30

CERTIFICATE OF COMPANY WITH THE CODE OF CONDUCT POLICY

As provided under clause 49 of the listing agreement with the Bombay Stock Exchange Limited the Board Members and the seniormanagement personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended on 31st March 2015.



Managing Directors

AUDITORS’ REPORT ON CORPORATE GOVERNANCETo,The Members,AHMEDABAD STEELCRAFT LTD.

We have examined the compliance of conditions of Corporate Governance by AHMEDABAD STEELCRAFT LTD.,for the year ended on 31st March, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company withstock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationhas been limited to the procedures and implementations thereof, adopted by the Company for ensuring the complianceof the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor anexpression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and based on therepresentations made by the Directors and the Management, subject to following:

1. As per Clause 49 of the Listing Agreement, Two-thirds of the members of audit committee shall be independentdirectors. However, the audit committee of the Company consists of four members out of which only twomembers are independent directors. Therefore, the requirement of proportion of independent directors in AuditCommittee is not maintained by the Company.

2. As on date, no investor’s complaints has remained pending for a period of more than a fortnight. Therefore, asper the requirements of Clause 49 of the Listing Agreement, Corporate Governance of attending to the investorsgrievances within a fortnight has been adhered to in respect of investor’s complaint.

We certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For, DHIREN SHAH & CO.,CHARTERED ACCOUNTANTS,

Firm Reg. No.: 114633W

Place: Ahmedabad (DHIREN SHAH)Date: 28-05-2015 PARTNER

Mem. No. : 035824


31

INDEPENDENT AUDITORS' REPORTTo Members,Ahmedabad Steel Craft Ltd.,We have audited the accompanying financial statements of AHMEDABAD STEELCRAFT LTD.(“theCompany”), which comprise theBalance Sheet as at March 31, 2015, the Statement of Profit and Loss,the Cash Flow Statement for the year ended March 31, 2015 anda summary of the significant accounting policies and other explanatory information for the year ended as on 31st March, 2015.Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments andestimates 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, relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s’ ResponsibilityOur 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 and matters which are required to be includedin the audit report under the provisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks of mater ial misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to theCompany’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financialcontrol system over f inancial report ing and the operat ing effect iveness of such controls. An audit a lso includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors,as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give theinformation required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at 31st March, 2015 and its loss and its cash flows for the year ended on that date.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-

section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of theOrder, to the extent applicable.

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 our knowledge and belief were necessary

for the purposes of our audit.(b) In our opinion, proper books of account as required by law have been kept by the Company so far as i t appears from our

examination of those books.(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement

with the books of account.(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act,

read with Rule 7 of the Companies (Accounts) Rules, 2014.(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors,

none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.(f) The Company is having adequate internal financial control system and same is operating effectively.(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit

and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i. The Company does not have any pending litigations which would impact its financial position.ii. The Company did not have any long-term contracts including derivat ive contracts for which there were any material

foreseeable losses; hence the Company need not make any provision.iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

FOR, DHIREN SHAH & CO.,CHARTERED ACCOUNTANTS,Firm Reg. No. 114633W

Place : Ahmedabad (DHIREN SHAH)Dated : 28-05-2015 PARTNER

Memb. No. 035824


32

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORTThe Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements forthe year ended 31 March 2015, we report that:i) In respect of its Fixed Assets:

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.(b) All the assets have been physically verified by the management during the year as per the regular programme of verification

which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

ii) In respect of its inventories:(a) The management has conducted physical verification of inventory at reasonable intervals.(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the

size of the Company and the nature of its business.(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification by

the management.iii) In respect of loans, secured or unsecured, granted by the Company to Companies, firms or other parties covered in the

register maintained under Section 189 of the Companies Act, 2013:(a) The Company has granted unsecured loan to one Company covered in the register maintained u/s. 189 of the Act.(b) In the case of the loans granted to the body corporate in the register maintained under section 189 of the Act, the borrower is

regular in the payment of the Interest as stipulated. The terms of arrangements do not stipulate any repayment and the loansare repayable on demand. Accordingly, paragraph 4 (iii) (c) of the order is not applicable to the Company in respect of repaymentof the principal amount.

(c) As per information and explanation given to us the loans are repayable on demand, hence there are no overdue amounts of morethan rupees one lakh in respect of the loans granted to the body corporate as mentioned in registered under section 189 of theAct.

iv) In our opinion and according to the information and explanations given to us, there are adequate int ernal control procedurescommensurate with the size of the Company and the nature of its business, with regard to purchases of inventory, fixed assets andwith regard to sale of goods, and services. During the course of our audit, no major weakness has been noticed in internal controlsystem.

v) The Company has not accepted any deposit from public.vi) We are informed that the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies

Act for any products of the Company.vii) In respect of statutory dues:

(a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including ProvidentFund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service tax, duty of Custom Duty, Duty of Excise,Value added tax, Cess and other statutory dues with the appropriate authorities.

(b) According to the information and explanation given to us, there are no outstanding disputed dues of Income Tax, Sales Tax,Wealth Tax, Service Tax, duty of Custom, duty of Excise, value added tax or Cess.

(c) According to the information and explanations given to us there is no amount which are required to be transferred to theinvestor education and Protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) andrules there under.

viii) In our opinion, the Company has no accumulated losses. During the financial year covered by our audit, Company has not incurredcash losses. In the immediately preceding financial year also, there were no cash losses.

ix) The Company has not taken any loan from any financial institutions and bank and the Company has not raised the fund by issue ofdebentures hence paragraph 3(ix) of the order is not applicable to the Company.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others frombank or financial institutions.

xi) The Company not taken any term loan during the year. Accordingly paragraph 4(xi) of the order is not applicable to the Company.xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no material

fraud on or by the Company has been noticed or reported during the course of our audit.FOR, DHIREN SHAH & CO.,CHARTERED ACCOUNTANTS,Firm Reg. No. 114633W

Place : Ahmedabad (DHIREN SHAH)Dated : 28-05-2015 PARTNER

Memb. No. 035824


33

AHMEDABAD STEELCRAFT LTD

AS PER OUR REPORT OF EVEN DATE ATTACHED HEREWITH.FOR, DHIREN SHAH & CO. FOR, AHMEDABAD STEELCRAFT LTDCHARTERED ACCOUNTANTS. ASHOK C. GANDHI (DIN:00022507)FIRM REG.NO. 114633W CHAIRMAN(DHIREN SHAH) ANAND V. SHAH (DIN:00017452)PARTNER DARSHAN A. JHAVERI (DIN:00489773)MEMB.NO. 035824 MANAGING DIRECTORS

PLACE : AHMEDABAD PLACE : AHMEDABADDATE : 28-05-2015 DATE : 28-05-2015

Particulars Note No As At As At31/03/2015 31/03/2014

` `I. Equity and Liabilities

(1) Shareholder's Funds(a) Share Capital A 40,920,000 40,920,000(b) Reserves and Surplus B 206,595,224 234,101,616(c) Money received against share warrants - -

(2) Share application money pending allotment - -(3) Non-Current Liabilities

(a) Long-term borrowings - -(b) Deferred tax liabilities (Net) C 1,864,640 2,297,205(c) Other Long term liabilities - -(d) Long term provisions - -

(4) Current Liabilities(a) Short-term borrowings - -(b) Trade payables D 573,327 1,330,423(c) Other current liabilities E 139,854 106,542(d) Short-term provisions F 27,425 5,675,825

Total 250,120,470 284,431,611

II. Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets G 16,921,380 20,878,012

(ii) Intangible assets - -

(iii) Capital work-in-progress - -

(iv) Intangible assets under development - -

(b) Non-current investments H 177,104,348 173,421,098

(c) Deferred tax assets (net) - -

(d) Long term loans and advances I 16,079,885 32,582,758

(e) Other non-current assets J 5,700,135 13,971,601(2) Current assets

(a) Current investments - -(b) Inventories - -(c) Trade receivables K - 37,01,198(d) Cash and cash equivalents L 25,256,428 30,798,413(e) Short-term loans and advances M 6,666,427 6,855,246(f) Other current assets N 2,391,865 2,223,285

Total 250,120,470 284,431,611

See accompanying Significant Accounting Policies andNotes forming part of the financial statements V

BALANCE SHEET AS AT 31ST MARCH, 2015


34

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH, 2015AHMEDABAD STEELCRAFT LTD

Particulars Note No 2014-15 2013-14` `

I . Revenue from operations O 25,055,671 118,317,892

I I . Other Income P 16,630,871 20,607,440

I I I . Total Revenue (I + II) 41,686,542 138,925,332

IV. Expenses:

Cost of materials consumed - -

Purchase of Traded goods Q 15,921,700 94,149,500

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade - -

Employee benefit expense R 8,322,468 6,300,391

Financial costs S 2,859 3,790

Depreciation and amortization expense G 3,225,659 1,710,541

Other expenses T 36,791,169 17,592,107

Total Expenses 64,263,855 119,756,329

V. Profit before exceptional and extraordinary items and tax (III-IV) (22,577,313) 19,169,003

VI. Exceptional Items U 128,473 -

VII. Profit / (Loss) before extraordinary items and tax (V - VI) (22,705,786) 19,169,003

VIII . Extraordinary items - -

IX. Profit / (Loss) before tax (VII - VIII) (22,705,786) 19,169,003

X. Tax expense:

(1) Current tax - 920,000

(2) Excess/(Short) Provision of Income tax relating to Prior Years 20,333 -

(3) Deferred Tax Liability / (Assets) (432,565) 141,683

(4) Provision for Wealth Tax 27,425

XI. Profit/(Loss) for the period from continuing operations (IX-X) (22,320,979) 18,107,320

XII. Profit/(Loss) from discontinuing operations - -

XIII . Tax expense of discounting operations - -

XIV. Profit/(Loss) from Discontinuing operations (XII - XIII) - -

XV. Profit/(Loss) for the period (XI + XIV) (22,320,979) 18,107,320

XVI. Earning per equity share:

(1) Basic (5.45) 4.43

(2) Diluted (5.45) 4.43

See accompanying Significant Accounting Policies andNotes forming part of the financial statements V

AS PER OUR REPORT OF EVEN DATE ATTACHED HEREWITH.FOR, DHIREN SHAH & CO. FOR, AHMEDABAD STEELCRAFT LTDCHARTERED ACCOUNTANTS. ASHOK C. GANDHI (DIN:00022507)FIRM REG.NO. 114633W CHAIRMAN(DHIREN SHAH) ANAND V. SHAH (DIN:00017452)PARTNER DARSHAN A. JHAVERI (DIN:00489773)MEMB.NO. 035824 MANAGING DIRECTORS



35

Particulars For the year ended For the year ended31st March, 2015 31st March, 2014

` ` ` `

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and tax (225.77) 191.69Adjustments for:Depreciation and amortisation 32.26 17.10Finance costs 0.03 0.04Interest income (31.45) (50.34)Transfer from Foreign Currency Translation Reserves (10.36) –Dividend received from Non-current Investments (30.76) (6.03)(Profit) / Loss on sale of Commodity Transaction – (0.48)(Profit) / Loss on sale of Fixed Assets 0.43 –(Profit) / Loss on sale of Mutual Funds (0.05) –Share of Profit from Partnership Firms & LLP (93.43) (146.40)Net (Gain) / Loss on Foreign Currency Transactions & Translations (3.84) 12.06Proposed Dividend including Corporate Dividend Tax – –Income Tax Expense of Firm 0.33 –Loans and Advances Written Off 45.00 –Provision for Dimiulation in the value of Long Term Investment 238.00 –

146.15 (174.05)

Operating Profit / (Loss) before working capital changes (79.62) (17.64)

Changes in working capital:Adjustments for (increase) / decrease in operating assets:Inventories – –Trade receivables 40.85 15.32Other current assets (1.69) –Other non-current assets 82.71 (1.60)Long-term loans and advances 73.49 (4.52)Short-term loans and advances 5.50 94.92Adjustments for increase / (decrease) in operating liabilities:Trade payables (7.57) 5.15Other current liabilities 0.33 (0.01)Other long-term liabilities – –Short-term provisions (47.56) –Long-term provisions – (0.40)

146.07 108.86Cash flow from extraordinary items – –Net income tax (paid) / refunds (incl. CDT paid): (3.61) (5.67)

Net cash flow from / (used in) operating activities (A) 62.84 120.83B. Cash flow from investing activitiesInter-corporate deposits (net)Sale of Long Term Investments - Others – (228.11)Purchase of long-term investments - Others (80.16) –Provision for Dimiulation in the value of Long Term Investment (238.00) –Purchased of Fixed Assets (0.49) –Long Term Loans & Advances (Mongolia) 38.57 –Sale of Fixed Assets 6.51 –Dividend received from Non-current Investments 30.76 6.03(Profit) / Loss on sale of Commodity Transaction – 0.48Share of Profit from Partnership Firms & LLP 93.43 146.40Interest received - Others 31.45 43.00

Net cash flow from / (used in) investing activities (B) (117.91) (32.20)


36

C. Cash flow from financing activitiesProceeds from long-term borrowings – –Dividend paid – (40.92)Tax on Equity Dividend (0.32) (6.64)Proceeds of short-term borrowings – –Finance cost (0.03) (0.04)

Net cash flow from / (used in) financing activities (C) (0.34) (47.60)

Net increase/(decrease) in Cash and cash equivalents (A+B+C) (55.42) 41.03Cash and cash equivalents at the beginning of the year 307.98 266.95

Cash and cash equivalents at the end of the year * 252.56 307.98

* Comprises:(a) Cash on hand 0.23 0.56(b) Balances with banks(i) In current accounts 8.13 152.42(ii) In deposit accounts 244.20 155.00

252.56 307.98

Note : The Cash flow statement has been prepared by Indirect Method as prescribed in AS-3 "Cashflow Statement", in term of our report attached

Particulars For the year ended For the year ended31st March, 2015 31st March, 2014

` ` ` `

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (Contd....)

FOR, DHIREN SHAH & CO. FOR, AHMEDABAD STEELCRAFT LTDCHARTERED ACCOUNTANTS. ASHOK C. GANDHI (DIN:00022507)FIRM REG.NO. 114633W CHAIRMAN(DHIREN SHAH) ANAND V. SHAH (DIN:00017452)PARTNER DARSHAN A. JHAVERI (DIN:00489773)MEMB.NO. 035824 MANAGING DIRECTORS



37

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED ON 31-03-2015AHMEDABAD STEELCRAFT LTD

NOTE NO.- A SHARE CAPITALAUTHORISED SHARE CAPITAL 50,000,000 50,000,00050,00,000 EQUITY SHARES OF ` 10 EACH WITHVOTING RIGHTS

TOTAL AUTHORISED CAPITAL 50,000,000 50,000,000

ISSUED, SUBSCRIBED & FULLY PAID UP CAPITAL 40,920,000 40,920,00040,92,000 EQUITY SHARES OF RS.10 EACH FULLY PAID UPWITH VOTING RIGHTS

TOTAL ISSUED,SUBSCRIBED & FULLY PAIDUP CAPITAL 40,920,000 40,920,000

NOTE NO. A(a) SHARE CAPITAL RECONCILIATION

PARTICULARS OPENING FRESH BONUS/ESOP/ CLOSINGBALANCE ISSUE CONVERSION/ BALANCE

BUYBACK

EQUITY SHARES WITH VOTING RIGHTSYEAR ENDED 31 MARCH, 2015- NUMBER OF SHARES 4,092,000 - - 4,092,000- AMOUNT (RS.) 40,920,000 - - 40,920,000YEAR ENDED 31 MARCH, 2014- NUMBER OF SHARES 4,092,000 - - 4,092,000- AMOUNT (RS.) 40,920,000 - - 40,920,000

NOTE NO-A(b) DETAILS OF SHARES HELD BY EACH SHAREHOLDERS HOLDING MORE THAN 5% IN THE COMPANY

PARTICULARS 31/03/2015 31/03/2014

NO. OF % NO. OF %SHARES HOLDING SHARES HOLDING

EQUITY SHARES WITH VOTING RIGHTSANAND VIPINCHANDRA SHAH 674,728 16.49% 674,728 16.49%ANAND NAVINCHANDRA JHAVERI 281,500 6.88% 275,500 6.73%VIRAL ANILBHAI JHAVERI 221,000 5.40% - -DARSHAN ASHOK JHAVERI 220,959 5.40% - -

NOTE NO-A (c) RIGHTS, PREFERENCES & RESTRICTIONS ATTACHED TO EQUITY SHARES:The Company has only class of Equity shares with face value of Rs. 10/- each, ranking pari-passu.

Particulars 31/03/2015 31/03/2014` `


38

NOTE NO.- B RESERVES & SURPLUS(1) GENERAL RESERVEOPENING BALANCE 20,000,000 20,000,000ADD: ADDITIONAL DURING THE YEAR - -TOTAL (1) 20,000,000 20,000,000(2) SECURITIES PREMIUM RESERVEOPENING BALANCE 21,920,000 21,920,000ADD: ADDITIONAL DURING THE YEAR - -TOTAL (2) 21,920,000 21,920,000(3) FOREIGN CURRENCY TRANSLATION RESERVEOPENING BALANCE 8,839,160 4,169,236ADD: ADDITIONAL DURING THE YEAR 796,697 4,669,924LESS:DEDUCTION DURING THE YEAR (5,950,500) -TOTAL (3) 3,685,357 8,839,160(4) PROFIT & LOSS ACCOUNTOPENING BALANCE 183,342,456 169,990,961ADD: PROFIT / (LOSS) FOR THE YEAR (22,320,979) 18,107,320LESS: APPROPRIATION

DIVIDEND PROPOSED TO BE DISTRIBUTED TO EQUITY SHAREHOLDERS - 4,092,000(CURRENT YEAR RS. NIL, PREVIOUS YEAR RE. 1/- PER SHARE)TAX ON EQUITY DIVIDEND 31,610 663,825TRANSFER TO GENERAL RESERVE - -

TOTAL (4) 160,989,867 183,342,456TOTAL (1) + (2) + (3) + (4) 206,595,224 234,101,616

NOTE NO.- C DEFERRED TAX LIABILITIESOPENING BALANCE OF DEFERRED TAX LIABILITY 2,297,205 2,155,522ADD : DEFERRED TAX EXP FOR THE YEAR - 141,683LESS : ADJUSTED AGAINST DEFERRED TAX ASSET (432,565) -TOTAL 1,864,640 2,297,205NOTE NO.- D TRADE PAYABLES(1) TRADE PAYABLES FOR GOODS - -TOTAL (1) - -(2) TRADE PAYABLES FOR EXPENSES 573,327 1,330,423TOTAL (2) 573,327 1,330,423TOTAL (1) + (2) 573,327 1,330,423NOTE NO.- E OTHER CURRENT LIABLILTIESFROM BANKSSTATUTORY REMITTANCES 139,854 106,542TOTAL 139,854 106,542NOTE NO.- F SHORT TERM PROVISIONS(1) PROVISION FOR EMPLOYEE BENEFITS - -TOTAL (1) - -(2) PROVISION FOR OTHERS (i) PROVISION FOR PROPOSED EQUITY DIVIDEND - 4,092,000 (ii) PROVISION FOR TAX ON PROPOSED DIVIDEND - 663,825 (iii) PROVISION FOR TAXATION - 920,000 (iv) PROVISION FOR WEALTH TAX 27,425 -TOTAL (2) 27,425 5,675,825TOTAL (1) + (2) 27,425 5,675,825

Particulars 31/03/2015 31/03/2014` `


39

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED ON 31-03-2015NOTE NO.- G FIXED ASSETS

(Amount in Rupees)

NAME OF ASSETS DEPRICIATION FUND NET BLOCK NET BLOCKASSETS OPENING ADDITION DISPOSALS/ CLOSING OPENING DEP. SALES/ CLOSING OF ASSET OF ASSET

BLOC K RETIREMENT BLOC K BALANCE FOR YEAR RETIRE- BALANCE ON 31/03/15 ON 31/03/14DURING THE MENT ADJ-

YEAR USTMENT

(i) TANGIBLE ASSETSOFFICE AT 637 12,324,940 - - 12,324,940 728,183 205,716 - 933,899 11,391,041 11,596,757MOTOR CARS 13,500,000 - 2,250,000 11,250,000 6,872,790 2,503,847 1,555,826 7,820,811 3,429,189 6,627,210AIR CONDITIONER 811,000 - - 811,000 139,631 105,352 - 244,983 566,017 671,369DEAD STOCK 19,316 - 19,316 - 19,509 - 19,509 - - (193)F UR NI T UR E 2,207,451 - - 2,207,451 506,480 266,919 - 773,399 1,434,052 1,700,971OFFICE EQUIPMENT 299,942 - 65,520 234,422 67,576 130,403 29,560 168,419 66,003 232,366C O M P U T E R 206,165 48,500 206,165 48,500 156,633 13,421 156,633 13,421 35,079 49,532TO T A L 29,368,814 48,500 2,541,001 26,876,313 8,490,802 3,225,659 1,761,528 9,954,933 16,921,380 20,878,012PREVIOUS YEAR 29,368,814 - - 29,368,814 6,780,261 1,710,541 - 8,490,802 20,878,012 22,588,553

NOTE S:(1) DEPRICIATION ON THE ASSETS HAS BEEN PROVIDED AS PER THE STRAIGHT LINE METHOD IN ACCORDANCE WITH THE RATES SPECIFIED IN THE

SCHEDULE II TO THE COMPANIES ACT 2013 AND ROUNDED OFF TO THE NEAREST RUPEE.(2) DEPRECIATION ON ADDITION HAS BEEN PROVIDED ON PRO RATA BASIS.

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED ON 31-03-2015NOTE NO.- H NON CURRENT INVESTMENTPARTICULARS 31/03/2015 31/03/2014

QUOTED UNQUOTED TOTAL QUOTED UNQUOTED TOTAL` ` ` ` ` `

OTHER INVESTMENTS (AT COST)(1) INVESTMENT IN EQUITY INSTRUMENTS(i) OF ASSOCIATESLIGHTWORKS LLC - 24,288,000 24,288,000 - 29,298,750 29,298,750(4,87,847 EQUITY SHARES OF US$ 1 EACH FULLY PAID UP)( P.Y. 487,847 EQUITY SHARES OF US$ 1 EACH FULLY PAID UP)LESS: PROVISION FOR DIMINUTION IN THE VALUE OF LONG TERM INVESTMENT (23,800,153) (23,800,153) - - -NET INVESTMENT IN EQUITY INSTRUMENTS OF ASSOCIATES - 487,847 487,847 - 29,298,750 29,298,750(ii) OF OTHERS637 SHOPS & OFF. CO-OP. SOC. LTD - 250 250 - 250 250(25 EQUITY SHARES OF RS 10 EACH FULLY PAID UP)SELAN EXPLORATION TECH. LTD 92,305 - 92,305 92,305 - 92,305(5500 EQUITY SHARES OF RS 10 EACH FULLY PAID UP )(MARKET VALUE Rs 12,49,875 /- P.Y Rs 28,73,200/-)THAMBI MODERN SPG. MILLS LTD 40,000 - 40,000 40,000 - 40,000(800 EQUITY SHARES OF RS 10 EACH FULLY PAID UP )(MARKET VALUE Rs 4,360/- P.Y Rs 5,920/-) (Refer Note Below)VLS FINANCE LTD 200,000 - 200,000 200,000 - 200,000(3000 EQUITY SHARES OF R 10 EACH FULLY PAID UP )(MARKET VALUE Rs39,750/- P.Y Rs 39,000/-) (Refer Note Below)BIRLA CASH MANAGER - DAILY DIVIDEND REINVESTMENT PLAN 30,914,590 - 30,914,590 28,103,074 - 28,103,074( 308149.005 UNITS )ICICI PRUDENTIAL BLENDED PALN A-REGULAR PLAN- DIVIDEND 2,500,000 - 2,500,000 - - -(185576.959 UNITS )IDFC ARBITRAGE FUND DIVIDEND (198995.471 UNITS) 2,500,000 - 2,500,000 - - -TOTAL (1) 36,246,895 488,097 36,734,992 28,435,379 29,299,000 57,734,379

Note : Market value of the said investments are less than cost, but the same has not been considered as permanent diminution in value. Hence, the same has not been given in the booksof accounts for the year ended 31.03.2015


40

NOTE NO :- H.............CONTD NON CURRENT INVESTMENT

PARTICULARS 31/03/2015 31/03/2014QUOTED UNQUOTED TOTAL QUOTED UNQUOTED TOTAL

` ` ` ` ` `

(2) INVESTMENT IN PARTNERSHIP FIRM [REFER H (a)]

AAVKAR PROJECTS (Current Year Loss Rs. 2,04,400 ) - 205,731 205,731 - 6,251,923 6,251,923

AAVKAR REALTY (Current Year Profit Rs 44,54,715) - 32,674,872 32,674,872 - 28,220,157 28,220,157

TOT AL ( 2) - 32,880,603 32,880,603 - 34,472,080 34,472,080

(3) OTHER NON-CURRENT INVESTMENTS

ENDOR PROPERTIES LLP (Current Year Profit Rs 7,78,124 ) - 1,026,720 1,026,720 - 1,577,596 1,577,596

TESLA PROPERTIES LLP (Current Year Profit Rs 42,87,126 ) - 81,424,169 81,424,169 - 77,137,043 77,137,043

VIEW PORT PROPERITES (Current Year Profit Rs 27,864 ) - 25,037,864 25,037,864 - 2,500,000 2,500,000

TOT AL ( 3) - 107,488,753 107,488,753 - 81,214,639 81,214,639

T OT AL ( 1) + (2 ) + (3 ) 36,246,895 140,857,453 177,104,348 28,435,379 144,985,719 173,421,098

A AAVKAR PROJECTS - AMBAVADI

1 AHMEDABAD STEELCRAFT LTD 205,731 6,251,922 11.10% 11.10%

2 M/S AAVKAR INFRA. PVT. LTD 452,980 6,011,890 24.44% 24.44%

3 SHRI JIGEN HARSHVADAN SHAH 267,641 6,681,333 14.44% 14.44%

4 M/S BALAJI REALTY PVT. LTD 257,256 7,816,818 13.88% 13.88%

5 SHRI ADITYA DHRUVKUMAR PATEL 51,525 1,564,895 2.78% 2.78%

6 SHRI DAKSH DHRUVKUMAR PATEL 51,525 1,564,895 2.78% 2.78%

7 M/S KUNAL SERVICES PVT. LTD 51,525 1,564,895 2.78% 2.78%

8 M/S ASHRITA CORPORATION 77,289 2,347,344 4.17% 4.17%

9 DR. RAJAN SANATBHAI JOSHI 51,525 1,064,895 2.78% 2.78%

10 SHRI RAJENDRAKUMAR SHANKARLAL AGARWAL 103,051 3,129,792 5.56% 5.56%

11 M/S HI-SPEED LOGISTICS PVT. LTD 103,051 3,129,792 5.56% 5.56%

12 SMT. DEEPA ANAND JHAVERI 51,525 1,564,895 2.78% 2.78%

13 SHRI JITENDRA RAMANLAL PARIKH 103,051 3,129,792 5.56% 5.56%

14 SHRI ABHIJEET ARUN MUNSHAW 25,762 782,448 1.39% 1.39%

TOTAL CAPITAL OF AAVKAR PROJECTS 1,853,437 46,605,606 100.00% 100.00%

B AAVKAR REALTY

1 AHMEDABAD STEELCRAFT LTD 32,674,872 28,220,157 46.00% 46.00%

2 SHRI BABUBHAI J DESAI 30,589,303 27,490,370 32.00% 32.00%

3 SHRI RAVIBHAI B. DESAI 6,005,408 5,036,991 10.00% 10.00%

4 SHRI PARESH H PATEL 1,201,082 1,007,398 2.00% 2.00%

5 SHRI RAHUL P. PATEL 1,201,082 1,007,398 2.00% 2.00%

6 SHRI SHARVIL SHAH 2,402,162 2,014,797 4.00% 4.00%

7 SMT. NILIMA DARSHIN BAVISHI 2,402,162 2,014,796 4.00% 4.00%

TOTAL CAPITAL OF AAVKAR REALTY 76,476,071 66,791,907 100.00% 100.00%

NOTE NO.-H (a) DETAILS OF INVESTMENT IN PARTNERSHIP FIRMSR TOTAL CAPITAL SHARE OF PROFITNO NAME OF PARTNER & PARTNERSHIP FIRM 31/03/2015 31/03/2014 31/03/2015 31/03/2014

` ` % %


41

Particulars 31/03/2015 31/03/2014` `

NOTE NO.- I LONG TERM LOANS AND ADVANCES(1) SECURITY DEPOSITSUNSECURED CONSIDERED GOOD 37,000 37,000

TOTAL (1) 37,000 37,000

(2) OTHER LOANS AND ADVANCES

UNSECURED CONSIDERED GOOD 15,350,225 27,352,848

TOTAL (2) 15,350,225 27,352,848

(3) OTHER LOANS AND ADVANCES

DOUBTFUL 692,660 5,192,910

TOTAL (3) 692,660 5,192,910

TOTAL (1) + (2) + (3) 16,079,885 32,582,758

NOTE NO.- J OTHER NON-CURRENT ASSETSFIXED DEPOSIT MATURITY AFTER 12 MONTHS FROM BALANCE SHEET DATE - 6,000,000CONTRACTUALLY REIMBERSABLE EXPENSE 8,235 2,279,701INCOME TAX 5,691,900 5,691,900

TOTAL 5,700,135 13,971,601

NOTE NO.- K TRADE RECEIVABLESTRADE RECEIVABLES OUSTANDING FOR PERIOD EXCEEDING SIX MONTHS FROMTHE DATE THEY BECOME DUE UNSECURED, CONSIDERED GOOD OTHER TRADERECEIVABLES UNSECURED, CONSIDERED GOOD - 3,701,198

TOTAL - 3,701,198

NOTE NO.- L CASH & CASH EQUIVALENTS(1) BALANCES WITH BANKS (i) IN CURRENT ACCOUNTS

CENTRAL BANK OF INDIA CASH CREDIT HYPO. 16,540 16,540CENTRAL BANK OF INDIA GROUP GRATUITY 19,182 19,182CENTRAL BANK OF INDIA (MUMBAI) 19,924 22,365HDFC BANK LTD CURRENT ACCOUNT 742,392 6,423,685HDFC BANK LTD EPC ACCOUNT 3,751 3,751STATE BANK OF INDIA (ODHAV) 11,016 16,107HDFC BANK EEFC A/C - 8,740,424

(ii) IN DEPOSIT ACCOUNTS HDFC BANK LTD. FIXED DEPOSITS 24,420,101 15,500,000

TOTAL (1) 25,232,906 30,742,054

(2) CASH ON HANDCASH ON HAND 23,522 56,359

TOTAL (2) 23,522 56,359

TOTAL (1) + (2) 25,256,428 30,798,413

NOTE NO.- M SHORT TERM LOANS & ADVANCES(1) LOANS AND ADVANCES TO EMPLOYEESUNSECURED, CONSIDERED GOOD ADVANCES GIVEN TO STAFF 93,000 94,000

TOTAL (1) 93,000 94,000(2) LOANS AND ADVANCES TO OTHERS(i) BALANCE WITH GOVERNMENT AUTHORITIES UNSECURED, CONSIDERED GOOD 1,411,046 1,613,547

TOTAL (2) 1,411,046 1,613,547


42

(3) INTER-CORPORATE DEPOSITS UNSECURED, CONSIDERED GOOD 5,000,000 5,000,000

TOTAL (3) 5,000,000 5,000,000(4) OTHERS UNSECURED, CONSIDERED GOOD 162,381 147,699

TOTAL (4) 162,381 147,699

TOTAL (1) + (2) + (3) + (4) 6,666,427 6,855,246NOTE NO.- N OTHER CURRENT ASSETSINTEREST RECEIVBALE 2,391,865 2,223,285

TOTAL 2,391,865 2,223,285

Particulars 2014-15 2013-14` `

NOTE NO - O REVENUE FROM OPERATIONS(1) SALE OF PRODUCTSEXPORT SALES [REFER NOTE O (a)] 20,075,581 116,101,887

TOTAL (1) 20,075,581 116,101,887(2) OTHER OPERATING INCOMESDUTY DRAWBACK SCHEME INCOME 1,985,350 1,185,863EXPORT INCENTIVE 2,635,791 1,030,142FOREIGN EXCHANGE RATE DIFF 358,949 -TOTAL (2) 4,980,090 2,216,005TOTAL 25,055,671 118,317,892

NOTE NO - O (a)(A) SALE OF TRADED PRODUCTSMILD STEEL WINDOW SECTIONS (NON ALLOY) 20,075,581 116,101,887

TOTAL 20,075,581 116,101,887

NOTE NO : P OTHER INCOME

DIVIDEND FROM NON-CURRENT INVESTMENTS OTHERS (MUTUAL FUND) 3,075,961 603,074INTEREST COMPRISES OF INTEREST ON BANK FIXED DEPOSITS 1,658,847 2,663,119 INTEREST ON LOAN & ADVANCES 947,063 1,207,745 INTEREST ON INTER CORPORATE DEPOSIT 539,482 1,112,372 INTEREST ON SECURITY DEPOSIT - 50,356FOREIGN EXCHANGE RATE DIFF 25,349 -PROFIT ON SALE OF MUTUAL FUND 4,841PROFIT ON SALE OF COMMODITY TRANSATIONS(BADLA A/C) - 48,373SALES TAX REFUND - 282,079OTHER NON-OPERATING INCOMESHARE OF PROFIT FROM PARTNER-SHIP FIRMS 4,250,315 2,769,207SHARE OF PROFIT FROM LLP 5,093,114 11,871,115FOREIGN EXCHANGE RATE DIFF (INVESTMENT) 1,035,899 -

TOTAL 16,630,871 20,607,440

NOTE NO : Q PURCHASE OF TRADED GOODSPURCHASE [REFER NOTE Q (a)] 15,921,700 94,149,500

TOTAL 15,921,700 94,149,500

Particulars 31/03/2015 31/03/2014` `


43

NOTE NO : Q(a) PURCHASE OF TRADED PRODUCTSMILD STEEL WINDOW SECTION (NON ALLOY) 15,921,700 94,149,500

TOTAL 15,921,700 94,149,500

NOTE NO :- R EMPLOYEE BENEFIT EXPENSESSALARIES & WAGESSALARY (OFFICE) 1,022,574 978,000MISC. SALARY 251,769 317,312BONUS 40,000 50,000EXGRATIA 37,500 70,000DIRECTORS REMUNERATION 5,400,000 3,600,000GRATUITY 85,671 -CONTRIBUTION TO PROVIDENT & OTHER FUNDSDIRECTORS PF 690,023 474,024DIRECTORS SUPERANNUATION 675,000 450,000ESIC-PENALTY 119,931 361,055

TOTAL 8,322,468 6,300,391

NOTE NO :- S FINANCE COST

INTEREST EXPENSE ON BORROWINGSINTEREST ON BANK OD 134 3,757

INTEREST EXPENSE ON OTHERSINTEREST ON TDS 38 -INTEREST ON SERVICE TAX 2,687 -INTEREST ON SALES TAX (VAT) - 33

TOTAL 2,859 3,790

NOTE NO :- T OTHER EXPENSESADVERTISEMENT EXPENSES 231,253 271,872APPEAL FEES 21,000 2,000BANK COMMISSION 66,284 150,353BOARD MEETINGS FEES (DIRECTORS) 282,500 52,500BONI EXPENSES 5,300 10,300COMMISSION 159,094 319,515COMPUTER SOFTWARE EXPENSES 2,800 45,350CONVEYANCE EXPENSES 31,918 45,339DONATION - 3,590ELECTRIC EXPENSE OFFICE 149,566 115,373FILING FEES 6,600 2,600FORWARD BOOKING EXPENSES 64,009 150,435GODOWN RENT - 3,000INSPECTION FEES 11,236 248,709INSURANCE EXPENSES 44,703 27,734INTERNET EXPENSES (OFFICE) 32,763 37,175LISTING FEES 112,360 16,854MEMBERSHIP FEES 39,650 30,337MISC. SHIPPING 40,486 7,164MOTOR CAR EXPENSES (DIRECTORS) 2,459,274 2,305,800MUNICIPAL TAX 96,922 96,922NET LOSS ON FOREIGN EXCHANGE FLUCTUATION - 1,206,005OFFICE MAINTENACE EXPENSES 138,394 131,616OFFICE MISC. EXPENSES 164,958 116,962

Particulars 2014-15 2013-14` `


44

OFFICE RENT 7,906 23,456PACKING EXPENSES 8,456 27,126PAYMENT TO AUDITORS [REFER NOTE T (a)] 171,000 168,540PRIOR PERIOD ITEMS [REFER NOTE T (b)] 192,000 638,530POSTAGE EXPESENS 52,196 88,171PROFESSIONAL FEES 486,981 570,714PROFESSIONAL TAX 2,400 2,400REPAIRS & MAINTENANCE 50,273 17,390SERVICE CHARGES 70,744 43,796SERVICE TAX 37,467 16,354SHIPPING AGENCY & OTHER 130,941 621,467SHIPPING FREIGHT 1,909,120 6,494,212SHIPPING OTHER CHARGES 460,238 2,390,918STATIONARY PRINTING & XEROX 101,785 84,176SUBSCRIPTION 21,109 15,244TEA EXPENSES 43,165 57,448TESTING EXPENSES - 365TELEPHONE & INTERNET EXPENSES (DIRECTORS) 160,604 185,018TELEPHONE (OFFICE) 44,859 44,367TRANSPORTATION 82,500 529,155TRAVELLING EXPENSES (DIRECTORS) 28,455 -TRAVELLING EXPENSES (STAFF) 9,100 59,155TDS WRITTEN OFF 181,748 -WEB SITE & B2B EXPENSES - 67,500WEALTH TAX 44,055 49,100LOANS AND ADVANCES WRITTEN OFF 4,500,250 -PROVISION FOR DIMINUTION IN THE VALUE OF LONG TERM INVESTMENT 23,800,153 -INCOME TAX EXPENSE OF FIRM 32,594 -TOTAL 36,791,169 17,592,107

NOTE NO : T(a) PAYMENT TO AUDITORPAYMENT TO AUDITOR COMPRISES (INCLUDING SERVICE TAX)FOR STATUTORY AUDIT FEES 114,000 112,360FOR TAX AUDIT FEES 57,000 56,180

TOTAL 171,000 168,540

NOTE NO : T(b) PRIOR PERIOD ITEMS (NET)PRIOR PRIOD EXPENSEFIRM TAX - 639,013LOSS ON FOREIGN EXCHANGE ON REPAYMENT OF LOANS 192,000 -LESS PRIOR PERIOD INCOMEFIRM TAX REFUND - 483

TOTAL 192,000 638,530

NOTE NO : U EXCEPTIONAL ITEMSLOSS ON SALE OF MOTOR CAR 43,174 -ASSETS WRITTEN OFF 85,299 -TOTAL 128,473 -

Particulars 2014-15 2013-14` `


45

SCHEDULE FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2015NOTE - 'V' : NOTES FORMING PART OF THE FINANCIAL STATEMENTS :-1. COMPANY 'S OVERVIEW :-

Ahmedabad Steelcraft Limited (‘The Company’) was incorporated on 14-07-1972 vide Cert if icate of Incorporat ion No.L27109GJ1972PLC011500 under the Companies Act, 1956. The Company is engaged in the business of Trading and Export ofSteel Windows and Door Sections.

2. SYSTEM OF ACCOUNTING AND PREPARATION OF FINANCIAL STATEMENTS :-a) The financial statements have been prepared in accordance with the Generally Accepted Accounting Principles (GAAP) to

comply with the applicable mandatory Accounting Standards read with Revised Schedule VI and the relevant provisions ofthe Companies Act, 2013. The financial statements have been prepared on accrual basis under the hist orical costconvention. The accounting policies adopted in the preparation of financial statements are consistent with those followed inthe previous year, except wherever specified.

b) The Company generally follows mercantile system of accounting and recognizes significant items of income and expenditureon accrual basis.

c) The Company has ascertained its operating cycle as 12 months for the purpose of current / non-current classification ofassets and liabilities.

d) Benefit on account of entitlements to import duty free material under the “Focus Market Scheme” & other Export Incentivesare accounted for on Cash basis.

3. INVENTORIES:There is no inventory of goods at the end of the year.

4. CASH AND CASH EQUIVALENTS :Cash and cash equivalent comprises of cash on hand and balance with Central Bank of India Cash Credit Hypothecation account,Central Bank of India Group Gratuity account, Central Bank of India (Mumbai) account, HDFC Bank Ltd Current account, HDFCBank Ltd EPC account, account and State Bank of India Bank (Odhav) account as on 31/03/2015.

5. DEPRECIATION :Depreciation on tangible assets is provided on the straight-line method over the useful lives of assets in accordance with ScheduleII of the Companies Act, 2013

6. FIXED ASSETS :Fixed Assets are stated at cost inclusive of incidental and/or installation expenses like freight, duties, levies and any directlyattributable cost of bringing the assets to their working condition for intended use less accumulated depreciation.

7. REVENUE RECOGNITION• Revenue from sale of goods is recognized on transfer of significant risks and rewards of ownership in the goods to the buyer

which is generally at the time of dispatch to the customer. Sales are recorded net of returns (if an y), trade discounts,rebates, other pricing discounts, vat / sales tax.

• Interest on Investments / loans is recognized on a time proportion basis.• Dividend Income on Investments is recognized when right to receive the payment is established.

8. FOREIGN EXCHANGE TRANSACTION:a) Foreign Exchange transactions are converted into Indian Rupees at the rate of exchange prevailing on the date of

transaction. Exchange rate difference is charged to Statement of Profit & Loss on Settlement of transactions during the year.Unsettled transactions at the close of the year are considered taking into account the exchange rate prevailing at the yearend and difference is charged to Statement of Profit & Loss.

b) The investment made in foreign Company Light work LLC in the form of investment in shares and loans and advances madeis considered as Non-Integral operations. The loan has been translated at closing rate of foreign exchange and the resultedexchange difference is transfer to and accumulated in a foreign currency translation Reserve account. The exchange differenceon repayment of loan is accounted for and transfer from foreign currency translation account to profit and loss account.

9. EMPLOYEE BENEFITS:Gratuity paid to employee retrenched and other payments made to employee on retrenchment are charged to Statement of Profit& Loss on payment basis.

10. INVESTMENTS :• Valuations of long term (non-current) quoted and unquoted investments are stated at cost less provis ion, if any, for

permanent diminution in value. Current Investments are valued at cost as per consistent practice of the Company.• The Company has made investments in the capital of Partnership Firm as Partner in the case of the following Partnership Firm.

Name of Limited Liability Partnership Profit/Loss Ratio--------------------------------------------------------- --------------------------Aavkar Realty 46.00 %Aavkar Projects (Ambavadi) 11.10 %

The Company has made investments in the capital of Limited Liability Partnership (LLP) as Partner in the case of the following LimitedLiability Partnership (LLP).

Name of Partnership Firm Profit/Loss Ratio--------------------------------------- --------------------------Endor Properties LLP 6.22 %Tesla Properties LLP 11.72 %Viewport Properties LLP 2.92 %


46

Notes Relating to Investment in Lightworks LLC.During the F.Y. 2014-15, there is neither any new investment / conversion / sale made by the Company of Equity Shares(Common Share) of US $ 1 each fully paid up of Light works LLC. Further, the Company has also given loan to Light works LLC.Company has accounted interest receivable from Light works LLC in books of account as per accounting policies and requirementof accounting standard. Company has made total investment of 7,30,697 US$ the details of which are as under:Common shares 50% 4,87,847 $Loan Given 2,42,850 $

----------------- 7,30,697 $-----------------

During the year ending on 31-12-2014 light works LLC has incurred losses and net worth of the Company is negative and thereis less possibility of future profit from the operation, hence management is of opinion that there is permanent diminution in thevalue of Investment in light works LLC. The Long Term (Non Current) unquoted investment in shares of light works LLC is shownas Nominal Value at Re 1 each and provision is made for permanent diminution in value of Investment in accordance with theAccounting Standard-13.

11. PROVISION FOR TAXATION :Tax expenses comprises of current tax and deferred tax:-(i) CURRENT TAX:-

No Provision for taxation has been made as there is no tax liability in accordance with the direct tax laws prevailing for therelevant assessment years.

(i i) DEFERREDTAXDeferred tax is recognized, subject to the consideration of prudence, on timing difference, being the difference between taxableincome and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.Deferred tax Assets of Rs. 4,32,565/- has been created as per Accounting Standard 22 “Accounting of Tax on Income”issued by ICAI on timing difference as follow:-

Depreciation Provided in the Books Rs. 32,25,659Depreciation allowable as per I.T. Act. Rs. 18,25,773

----------------------Timing Difference Rs. 13,99,886

=============12. EARNINGS PER SHARE

Basic earnings per share are computed using the weighted average number of equity shares outstanding during the year. Dilutedearnings per share are computed using the weighted average number of equity and dilutive equity equivalent shares outstandingduring the year, except where the results would be anti-dilutive.Earning per share (EPS), is calculate as under :Particulars 31/03/2015 31/03/2014Profit/(Loss) attributable to the Shareholders (Rs.) (A) (2,23,37,609) 1,81,07,320Basic/Weighted average number Of Equity Shares outstanding during the year (B) 40,92,000 40,92,000Nominal Value of Equity Share (Rs.) 10/- 10/-Basic/Diluted Earning per share (Rs.) (5.45) 4.43

13. RELATED PARTY TRANSACTIONS:-Disclosure of transactions with Related Parties ,as required by Accounting Standard 18-” Related Party Disclosures” as specifiedin the Companies (Accounting Standard) Rules 2006 (as amended) has been set out in a separate statement annexed to this note.Related parties as defined under clause 3 of the Accounting Standard 18 have been identified on the basis of representation madeby the management and information available with the Company.

14. GENERAL NOTES:1. As regards the other Accounting Standards, they are statutorily applicable to our Company i.e Ahmedabad Steelcraft Limited

but as there are no transactions inviting those Accounting Standards, no specific disclosures on the same are made.2. Previous year’s figures have been regrouped / rearranged wherever necessary to make them comparable with current year

figures.3. Figures have been rounded off to the nearest Rupee for the purpose of presentation.4. Debtors and Creditors balances appearing in the balance sheet are subject to confirmation of respect ive parties.5. Since there are no purchases from S.S.I. Units, there are no outstanding creditors of S.S.I. Units.6. Amount paid or payable to Auditors:-

As at 31-03-15 As at 31-03-14 ———————— ————————

i) Audit fees 1,14,000 1,12,360ii) Tax Audit Fees 57,000 56,180

———————— ————————1,71,000 1,68,540

———————— ———————— ———————— ————————


47

SIGNATURE TO NOTE ‘A’ TO ‘V’

FOR, DHIREN SHAH & CO. FOR, AHMEDABAD STEELCRAFT LTDCHARTERED ACCOUNTANTS. ASHOK C. GANDHI (DIN:00022507)FIRM REG.NO. 114633W CHAIRMAN(DHIREN SHAH) ANAND V. SHAH (DIN:00017452)PARTNER DARSHAN A. JHAVERI (DIN:00489773)MEMB.NO. 035824 MANAGING DIRECTORS


7. Value of Imports, Expenditure and earning in foreign currency:As at 31-03-15 As at 31-03-14

———————— ————————i) CIF value of Imports Nil Nilii) Spare parts and Components Nil Niliii) Earning in Foreign Currency

FOB Value of Export 1,80,41,765 10,91,34,684Interest Income Received Nil 10,86,399From Lightworks LLC

iv) Expenditure in foreign Currency Nil Nil


48

Sr. No.

Name of Related Parties

Nature of Relation

Nature of Transaction with related parties

Volume of Transaction Amount (Rs.)

Balance at the end of the Year

2014-15 2013-14 2014-15 2013-14

1. Anandbhai V. Shah

Managing Director

Remuneration 9,00,000

6,00,000

-- --

2. Darshanbhai A. Jhaveri

Managing Director


6,00,000

-- --

3. Anandbhai N. Jhaveri

Executive Director


6,00,000

-- --

4. Shashankbhai I. Shah

Executive Director

Remuneration 9,00,000 6,00,000

-- --

5. Girishbhai D. Shah

Executive Director


6,00,000

-- --

6. Viralbhai A. Jhaveri

Executive Director


6,00,000

-- --

7. Nitaben G. Shah Executive Director

Remuneration 1,74,194 -- 1,73,594 Cr --

8. Lightworks LLC Associate Company

Investment in Equity Capital * Loan Given Loan Repayment Reimbursement of Expenses

--

--

53,34,875

22,71,466

--

--

--

1,59,684

4,87,847 Dr

151,99,984 Dr

--

8,235 Dr

2,92,98,750 Dr

1,98,54,037 Dr

--

22,79,701 Dr 9. Aavkar Realty Associate

Concern 46% holding in the firm / Profit share received Capital paid Income Tax Disallowed

44,54,715

--

--

(-) 2,85,165

50,00,000

4,01,183

3,26,74,872 Dr

2,82,20,157 Dr

10. Aavkar Project Associate Concern

11.10% holding in the firm / Loss share received Capital repayment Income Tax Disallowed

(-)2,04,400

58,09,197

32,594

30,54,372

1,80,00,000

2,37,347

2,05,731 Dr

62,51,923 Dr

11. Tesla Properties LLP

Associate Concern

11.72% holding in the firm / Profit share received

42,87,126 1,08,02,982 8,14,24,169 Dr 7,71,37,043 Dr

12. Endor Properties LLP

Associate Concern

6.22 % holding in the firm / Profit share received Capital Repayment

7,78,124

13,29,000

10,68,133

1,15,76,700

10,26,720 Dr

15,77,596 Dr

13. Viewport Properties LLP

Associate Concern

2.92 % holding in the firm / Profit share received Capital paid

27,864

2,25,10,000

--

25,00,000

2,50,37,864 Dr

25,00,000 Dr

RELATED PARTY TRANSACTIONS ANNEXURE


49

CERTIFICATION BY MANAGING DIRECTORS OF THE COMPANY

We, Anand V Shah(DIN:00017452) and Darshan A. Jhaveri(DIN:00489773), Managing Directors of AHMEDABAD STEELCRAFTLIMITED, to the best of our knowledge and belief, certify that:

1. We have reviewed the Balance Sheet and Statement of Profit and Loss for the financial year ended 31.03.2015, and all its Notesetc., and confirm that:

a) Based on our knowledge and information, these statements do not contain any untrue statement of a material fact or omitto state a material fact or contain statements that might be misleading.

b) Based on our knowledge and information, the financial statements, present in all material respects, a true and fair view of,the Company’s code of conduct.

2. To the best of our knowledge and belief, no transactions entered into by the Company during the period are fraudulent, illegal orviolation of the Company’s code of conduct.

3. We are responsible for establishing and maintaining internal controls for financial reporting and we have evaluated the effectivenessof the internal control systems of the Company, and we have:

a) Designed such controls and procedures to ensure that material information relating to the Company is made known to us;

b) Designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financialstatements in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Company’s disclosure, controls and procedures; and

4. We confirm that :

a) There are no deficiencies in the design or operat ion of internal controls, which could materially adversely affect theCompany’s ability to record, process, summarize and report financial data.

b) There are no significant changes in internal controls during the period;

c) All significant changes in accounting policies during the year have been disclosed in the notes to the financial statements;and

d) There are no instances of significant fraud of which we are aware, that involves management or other employees who havea significant role in the Company’s internal controls system.

5. We affirm that we have not denied any personnel , access to the audit committee of the Company (in respect of matters involvingalleged misconduct) and we have provided protection to whistle blowers’ from unfair termination and other unfair or prejudiceemployment practices.



Managing Directors

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management andAdministration) Rules, 2014]

Name of the member (s):

Registered address :

E-mail Id :

Folio No/ Client Id And DP ID NO. :

AHMEDABAD STEELCRAFT LIMITED(CIN : L27109GJ1972PLCO11500)

Regd. Office : 401, 4th Floor, 637 Complex, Panchvati 2nd Lane, Gulbai Tekra, Ahmedabad - 380006

FORM NO. MGT-11PROXY FORM

I/We, being the member(s), holding shares of the above named Company, hereby appoint:

(1) Name Address

E-mail ID: Signature or failing him/her

(2) Name Address

E-mail ID: Signature or failing him/her

(3) Name Address

E-mail ID: Signature

as my/our proxy to attend and vote (on a poll) for me/us on my/our behalf at the Forty Third Annual General Meeting ofthe Company to be held on Thursday the 3rd September, 2015 at 12:00 noon at Sports Club of Gujarat Ltd., Stadium Road,Ahmedabad-380014 and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this day of 2015

Note: 1. Proxy need not be a member of the Company.2. Proxy Form must reach the Company's Registered Of fice at 401, 4TH FLOOR, "637" COMPLEX,

PANCHAVATI SECOND LANE, GULBAI TEKRA, AHMEDABAD-380006 not less than 48 hours beforethe scheduled time of the Meeting.

Resolution ResolutionsNo. For Against

1 Adoption of the Audited Financial Statements of the Company forthe Financial Year ended 31st March, 2015 and the reports of theBoard of Directors and Auditors thereon.

2. Re-appointment of Shri Shashank I. Shah (DIN: 00545449).3. Re-appointment of Shri Anand N. Jhaveri (DIN: 00489833).4. Appointment of Auditor and fix their remuneration thereto.5. Appointment of Smt. Nita G. Shah (DIN: 03225876) as a Director

liable to retire by rotation.6. Appointment of Smt. Nita G. Shah (DIN: 03225876) as a Whole

Time Director.7. Alteration of Memorandum of Association.8. Alteration of Articles of Association.

AffixRevenue

StampRe. 1/-

Signature of shareholder(s)

AHMEDABAD STEELCRAFT LIMITED(CIN : L27109GJ1972PLCO11500)

Regd. Office : 401, 4th Floor, 637 Complex, Panchvati 2nd Lane, Gulbai Tekra, Ahmedabad - 380006

ATTENDANCE SLIP

PLEASE COMPLETE THE ADMISSION SLIP AND HAND IT OVER AT THE ADMISSION COUNTER.

I HEREBY RECORD MY PRESENCE AT THE FORTY THIRD ANNUAL GENERAL MEETING OF THE COMPANY HELDON THURSDAY, 3RD SEPTEMBER, 2015 AT 12.00 NOON. AT SPORTS CLUB OF GUJARAT LTD., STADIUM ROAD,AHMEDABAD-380014.

Signature of the Member/Proxy:

Note: Jointholder(s) intending to attend the meeting are requested to obtain additional Admission sl ip from the Registered/CorporateOffice of the Company on or before 1st September, 2015 to avoid inconvenience.

NAME AND ADDRESS OF THE ATTENDING MEMBER(IN BLOCK LETTERS)

Folio No. / DP ID/ Client ID No.:

No. of Shares held:

NAME OF THE PROXY (IN BLOCK LETTERS, TO BE FILLED):

IN IF THE PROXY ATTENDS INSTEAD OF THE MEMBER

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AHMEDABAD STEELCRAFT LIMITED · Ahmedabad - 380 009. AUDITORS : M/S. DHIREN SHAH & CO. ......

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