GUJARAT WEDGE WIRE SCREENS LIMITED€¦ · GUJARAT WEDGE WIRE SCREENS LIMITED 38th Annual Report 1...

GUJARAT WEDGE WIRE SCREENS LIMITED

38 th Annual Report 1

Board of DirectorsShri. Priyadarshan.Mehta DirectorSmt. Rushali Nagar Director up to 30.01.2017Smt. Dimple H Thaker Director from 30.01.2017Shri G.S.Jha Managing Director

BankersBank of India

AuditorsShah Sanghvi & Co.2, Samarpan,26, Haribhakti SocVadodara - 390 007.

Registered Office & Works1707, GIDC Industrial EstateHalol - 389 350.Dist.Panchmahal,Gujarat

Office203, Dollars AvenueOld Padra Road,Vadodara - 390 020.

Registrar and Transfer AgentsLINK INTINE INDIA PVT.LTD.B-102&103, Sangrila ComplexOpp : HDFC Bank,Near, Radhakrishna Char Rasta,Akota, Vadodara 390 020.

38th ANNUAL GENERAL MEETINGDate : 29th September,2017Day : FridayTime : 11.00 A.M.Place : 1707, GIDC Industrial Estate,

Halol, 389350Dist. Panchmahal (Gujarat)



NOTICENotice is hereby given that the 38th Annual General Meeting of the Members of GUJARAT WEDGEWIRE SCREENS LTD will be held at Friday, 29th September, 2017 at the Registered Office of theCompany at 1707, GIDC Industrial Estate, Halol - 389350 Dist. Panchmahal at 11.00 a.m. to transact thefollowing business:AS ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March 2017

and the Profit and Loss Account for the year ended on that date together with the reports of theDirectors' and the Auditors' thereon.

2. To appoint Mr. G S Jha who retires by rotation and being eligible offers himself for reappointment.3. To ratify the appointment of Statutory Auditors of the Company and, if thought fit, to pass with or

without modification(s), the following resolution as an Ordinary Resolution:"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, ifany, of the Companies Act, 2013 and Rules framed thereunder (including any statutorymodification(s) or re-enactments thereof for the time being in force) M/s. Jain & Hindocha,Chartered Accountants registered with the Institute of Chartered Accountants of India having FirmRegistration No. 103868W be and are hereby appointed as Statutory Auditors of the Company (inplace of M/s. Shah Sanghvi & Co., Chartered Accountants, the retiring Auditors) for a term of fiveyears commencing from the Company's financial year ending March 31, 2018 to hold office from theconclusion of the 38th Annual General Meeting of the Company till the conclusion of the 43rdAnnual General Meeting (subject to ratification of their appointment by the Members at everyintervening Annual General Meeting held after this Annual General Meeting) on such remunerationplus service tax, out-of-pocket expenses, as may be mutually agreed upon by the Board ofDirectors and the Statutory Auditors.RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committeethereof) be and are hereby severally authorized to do all such acts and take all such steps as maybe considered necessary, proper or expedient to give effect to this Resolution."

SPECIAL BUSINESS:4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as

an Ordinary Resolution:"RESOLVED THAT in pursuance to the provisions of Sections 196, 197 and other applicableprovisions, if any of the Companies Act, 2013 read with Schedule V prescribed under theCompanies Act, 2013 and in pursuance to the provisions of Articles of Association of the Company,Mr. G.S. Jha be and is hereby reappointed as Managing Director of the Company for a period ofThree Years w.e.f. 01st September, 2017 at a remuneration and other terms and conditions asspecified below:(a) SALARY: Rs. 1,32,000/- (Rupees One Lac Thirty Two Thousand Only) per month with liberty to

the Board to sanction annual increments in his monthly salary of such amount as the Boardthink fit, subject to the upper limit of Rs. 12,000 for increment with appropriate increase in theperquisites related to such monthly salary. However, the total salary including perquisites shallnot be more than Rs. 2,50,000 per month.

(b) OTHER TERMS AND CONDITIONS:He shall not be entitled to any sitting fees for attending the meeting of the Board of Directorsor any committee thereof. The Company will reimburse Mr. G.S. Jha expenses incurred by himfor entertainment, travelling and other expense in connection with the business of theCompany. However personal long distance calls and use of car for private purposes shall bebilled by the Company.Mr. G.S. Jha shall be free to resign his office by giving three calendar months' notice in writingto the Company. Mr. G.S. Jha shall be entitled to compensation for loss of office in accordancewith the provisions of Section 202 of the Act, if at any time his office is determined before theexpiry of his term of office.During the tenure of his term of office he shall not be liable to retire by rotation.



RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, wherein any financial year during the currency of his tenure, the company has no profits or itsprofits are inadequate, remuneration by way of salary, perquisites and other allowances or anycombination thereof shall not exceed the aggregate of the annual remuneration as providedabove or the maximum remuneration payable as per the limits set out in Section II of Part IIof Schedule V of the Companies Act, 2013, whichever is lower, unless otherwise determined byBoard of Directors."

5. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as anOrdinary Resolution:"RESOLVED THAT pursuant to Provision of Section 149, 152 and other applicable provisions, if anyof the Companies Act, 2013 ('the act') read with the Companies (Appointment and Qualification ofDirectors) Rules, 2014 ('the Rules') including any statutory modification(s) or any amendment or anysubstitution or any re-enactment thereof for the time being in force, Mrs. Dimple Thaker (DIN:05353233), who was appointed as an Additional Director by the Board with effect from 30th January,2017 who is eligible for appointment as Independent Director pursuant to the Companies Act, 2013be and is hereby appointed as an Independent Director of the Company, not liable to retire byrotation, to hold office for a period of five consecutive years."

PLACE: VADODARA By the Order of Board of Directors of GUJARAT WEDGE WIRE SCREENS LTD

DATE: 30.05.2017 PRIYADARSHAN MEHTA CHAIRMAN

Notes:1. The Explanatory Statement setting out material facts, pursuant to Section 102 of the Companies Act,

2013, in respect of the Special Businesses under Item Nos. 4 & 5 of the accompanying Notice isannexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE AMEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty(50) in number and holding in the aggregate not more than ten percent (10%) of the total sharecapital of the Company carrying voting rights. A member holding more than ten percent of the totalshare capital of the Company carrying voting rights may appoint a single person as proxy and suchperson cannot act as a proxy for any other person or shareholder. Proxies in order to be effective,should be deposited at the Registered Office of the Company, duly completed and signed, not lessthan forty eight hours before the commencement of the Meeting. Proxies submitted on behalf ofthe companies, societies etc., must be supported by an appropriate resolution/authority, asapplicable. A proxy form is attached hereto.

3. Corporate Members are required to send a certified copy of the Board Resolution, pursuant toSection 113 of the Companies Act, 2013, authorizing their representatives to attend and vote ontheir behalf at the Meeting.

4. Members, Proxies and Authorised Representatives are requested to bring to the meeting, theattendance

slip enclosed herewith, duly completed and signed mentioning therein details of their DP ID and ClientID/ Folio No. Duplicate attendance slip or copies of the Report and Accounts will not be madeavailable at the AGM venue.

5. A brief resume of each of the directors proposed to be appointed / re-appointed, nature of theirexpertise in specific functional areas, names of Companies in which they hold directorships andmemberships / chairmanships of Board Committees, shareholding and relationships betweendirectors inter se as stipulated under Regulation 36 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations, 2015, and Clause 1.2.5 of Secretarial Standards-2 on General Meetings,are provided in Details of Directors seeking Appointment/ Reappointment at the Annual GeneralMeeting is annexed herewith as Annexure 1.

6. The Register of Members and Share Transfer Books of the Company will remain closed fromSaturday, 23rd September, 2017 to Friday, 29th September, 2017 (both days inclusive).



7. Members are requested to furnish or update their e-mail IDs with the Registrar for sending the softcopies of the Annual Report of the Company as required vide circular no. 17/2011 dated April 21,2011 and circular no. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs and toavail remote e-voting facility in respect of the resolutions which would be passed at the GeneralMeetings of the Company.

8. Members holding shares in more than one folio in the same order of name(s) are requested tosend the details of their folios along with the Share Certificates so as to enable the Company toconsolidate their holdings into one folio.

9. Members are requested to notify immediately:(a) any change in their residential address(b) Income-Tax permanent Account Number (PAN).(c) Bank details - Name and address of the Bank; A/c No.; type of A/c(d) E-mail ID for receiving all communication including Annual Report, Notices, and Circulars etc. from

the Company electronically.10. Members seeking any information or clarification with regard to the accounts are requested to

write to the Company at least TEN DAYS in advance of the meeting so that the informationrequired can be made readily available at the Meeting.

11. The Company has created an exclusive e-mail Id: [email protected] for quick redressal ofshareholders/investors grievances.

12. E-Voting:Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies(Management and Administration) Rules, 2014, as amended from time to time, the Company ispleased to provide its Members the facility of 'remote e-voting' (e-voting from a place other thanvenue of the AGM) to exercise their right to vote at the 38th Annual General Meeting (AGM). Thebusiness shall be transacted through e-voting services rendered by Central Depository Services(India) Limited (CDSL).The facility for voting, either through electronic voting system or through ballot/polling paper shallalso be made available at the venue of the 38th AGM. The Members attending the meeting, whohave not already cast their vote through remote e-voting shall be able to exercise their votingrights at the meeting. The Members who have already cast their vote through remote e-voting mayattend the meeting but shall not be entitled to cast their vote again at the AGM.The Company has appointed Mr. Vijay Bhatt, Practicing Company Secretary as the Scrutinizer forconducting the remote e-voting and the voting process at the AGM in a fair and transparentmanner.Electronic Voting Sequence Number (EVSN): 170909009The instructions for shareholders voting electronically are as under:(i) The voting period begins on Tuesday, 26th September, 2017 at 10.00 a.m. and ends on Thursday,

28th September, 2017 at 05.00 p.m. During this period shareholders' of the Company, holdingshares either in physical form or in dematerialized form, as on Friday, 22nd September, 2017(cut-off date) may cast their vote electronically. The e-voting module shall be disabled by CDSLfor voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to voteat the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(iv) Click on Shareholders.(v) Now Enter your User IDa. 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.(vi) Next enter the Image Verification as displayed and Click on Login.



(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and votedon an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:For Members holding shares in Demat From and Physical Form

PAN* Enter your 10 digit alphanumeric *PAN issued by Income Tax Department (Applicable forboth demat shareholders as well as physical shareholder)• Members who have not updated their PAN with the Company/Depository Participantare requested to use the squence number. The squence number is printed on addressstickers pasted on back side of Annual Report.

DOB Enter the Date of Birth as recorded in your demat account or in the company records forthe said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the Bank company records for the said demat account or folio. Details# • Please enter the DOB or Dividend Bank Details in order to login. If the details are not

recorded with the depository or company please enter the member i.d/folio number onthe dividend back details field as mentioned in instruction (iv).

(ix) After entering these details appropriately, click on "SUBMIT" tab.(x) 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 the newpassword field. Kindly note that this password is to be also used by the demat holders forvoting for resolutions of any other company on which they are eligible to vote, provided thatcompany opts for e-voting through CDSL platform. It is strongly recommended not to shareyour password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xii) Click on the EVSN (160826016) for the < Gujarat Wedge Wire Screens Limited > on which youchoose to vote.

(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same theoption "YES/NO" for voting. Select the option YES or NO as desired. The option YES impliesthat you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation

box will 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.

(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.(xvii) You can also take a print of the votes cast by clicking on "Click here to print" option on the

Voting page.(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by thesystem.

(xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for allmobile users. Please follow the instructions as prompted by the mobile app while voting onyour mobile.

(xx) 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 to www.evotingindia.com and register themselves as Corporates.• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to [email protected].• After receiving the login details a 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 tovote on.



• The list of accounts linked in the login should be emailed to [email protected] on approval of the accounts they would be able to cast their vote.

• A scanned copy of the board resolution and power of attorney (POA) which they have issued infavour of the Custodian, if any, should be uploaded in PDF format in the system for thescrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under helpsection or write an email to [email protected].

12. In terms of the Circulars No. 17/2011 of 21st April, 2011 and 18/2011 of 29th April, 2011 issued by theMinistry of Corporate Affairs (MCA) as part of its “green initiative in Corporate Governance”, MCAallows paperless compliances including service of a notice/document by Companies to theirMembers through electronic mode. Therefore, as was done last year, the Company proposes tosend documents required to be sent to Members like notices of general meetings (including AGM),Audited Financial Statements, Report of the Directors and Independent Auditor's Report etc. to theMembers in electronic form to the e-mail IDs provided by them and made available to theCompany by the Depositories. This will also ensure prompt receipt of communication and avoid lossin postal transit. These documents will also be available on the Company's websitewww.gujaratwedgewirescreens.com for download by the Members. The physical copies of theAnnual Report will be made available upon receipt of a requisition from the Members, any time asa Member of the Company.

ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.

ITEM NO. 4:The term of appointment of Mr. G.S. Jha, Managing Director expired on 31st August, 2017. He wasreappointed by the Board of Directors for 3 years with effect from 01st September, 2017 subject toapproval of the members at the ensuing Annual General Meeting on the terms and conditions asmentioned in the Ordinary Resolution set out in the Notice. The re-appointment of Mr. G.S. Jha will be inaccordance with sections 196, 197 and other applicable provisions, if any, read with provisions ofSchedule V of the Companies Act, 2013 without requiring the approval of Central Government.The Directors recommend the Ordinary Resolution no.4 for your approval.Except Mr. G.S. Jha, none of the Directors' of the Company are concerned or interested in the saidResolution.ITEM NO. 5:The Board of Directors, has, at its meeting held on 30th January, 2017, appointed Mrs. Dimple Thaker asan Additional Director of the Company with immediate effect.The Company has received a notice from a member u/s 160 of the Act proposing Mrs. Dimple Thakerfor the office of Director of the Company. Mrs. Dimple Thaker is eligible for appointment as Director inthe Company pursuant to the provisions of the Companies Act, 2013. Mrs. Dimple Thaker is notdisqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 andother provisions of the Act as applicable and has given her consent to act as a Director of the Company.The Board considers that the appointment of Mrs. Dimple Thaker as a member of the Board would bebeneficial for the Company. It is proposed to appoint Mrs. Dimple Thaker as Woman IndependentDirector under Section 149 of the Act, not liable to retire by rotation, for a term of five years.Except Mrs. Dimple Thaker, being an appointee, none of the Directors and Key Managerial Personnel ofthe Company and their relatives is concerned or interested, financially or otherwise, in the resolution setout at Item No. 5.

By the Order of Board of Directors of GUJARAT WEDGE WIRE SCREENS LTDPLACE : VADODARA PRIYADARSHAN MEHTADATE : 30.05.2017 CHAIRMAN



Annexure 1

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT/APPOINTMENT AT THE FORTHCOMINGANNUAL GENERAL MEETING

[In pursuance of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Clause 1.2.5 of SecretarialStandards-2 on General Meetings]

Name of the Director

DIN

Date of Birth

Date of appointment on theBoard

Qualifications

Experience and Expertise

Number of Meetings of theBoard attended during the year.

List of Directorship /Membership / Chairmanshipof Committees of other Board.

Shareholding in GujaratWedge Wire Screens Limited

Relationship with otherDirectors and other KeyManagerial Personnel of theCompany

Mr. G S Jha

00046345

30/06/1949

01/09/2003

BE Mechanical

46 years of experience inengineering field and overallCompany management.

5 out of 5.

Directorship:Colour Cartons PackagingIndia Private Limited

Committee Membership: Nil

Committee Chairmanship: Nil

3020 Equity Shares

NA

Mrs. Dimple Thaker

05353233

25/12/1982

30/01/2017

M.Com, DHRM

14 years of experience in thefield of Accounts and Finance.

1 out of 1

Directorship:NIL

Committee Membership: Nil

Committee Chairmanship: Nil

NA

NA



BOARD'S REPORTToThe Members

Your Directors present to you the 38 th Annual Report together with the Audited Accounts of yourCompany for the year ended 31st March 2017.

FINANCIAL RESULTS :The performance during the period ended 31st March, 2017 has been as under :

( in Lacs)

for the year for the yearended 31-03-2017 ended 31-03-2016

Sales 182.61

Other Income 1.82

Loss Before Interest, Depreciation and Tax 18.89

Interest 7.55

Depreciation 4.56

Provision for Taxation NIL(Defeered & Current Tax)

Loss After Taxation 31.00

OPERATING RESULTS:During the year under review, the turnover of your Company has decreased to Rs. 94.74 lacs fromRs. 182.61 lacs of the previous year, resulting into loss of Rs. 154.42 lacs against loss of Rs. 31.00 lacs ofthe previous year.DIVIDEND:In view of Loss incurred during the year, your directors do not recommend any dividend.FUTURE OUTLOOK:The Company has incurred huge loss during the year under review in view of provision bad debts andwriting off the obsolete stock.CORPORATE GOVERNANCE:Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 inconnection with Corporate Governance are not applicable to the Company, since the paid-up capital ofthe Company is less than Rs. 10 Crore and Net Worth of the Company is below Rs. 25 Crore.EXTRACT OF ANNUAL RETURN :The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith asAnnexure "A".NUMBER OF BOARD MEETINGS HELD :A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five BoardMeetings were convened and held. The intervening gap between the meetings was within the periodprescribed under the Companies Act, 2013.DIRECTORS' RESPONSIBILITY STATEMENT:To the best of their knowledge and belief and according to the information and explanations obtainedby them, your Directors make the following statements in terms of Section 134(3)(c) of theCompanies Act, 2013.(a) that in the preparation of the annual accounts for the year ended March 31, 2017 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; if any;



(b) that the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31, 2017 and of the loss of the Company for the year ended onthat date;(c) that the directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;(d) that the directors had prepared the annual accounts on a going concern basis;(e) that the directors, in the case of a listed Company, had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and were operatingeffectively; and(f) that the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.INDEPENDENT DIRECTORS DECLARATION:The Independent Directors have confirmed and declared that they are not disqualified to act as anIndependent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and theBoard is also of the opinion that the Independent Directors fulfil all the conditions specified in theCompanies Act, 2013 making them eligible to act as Independent Directors.EVALUATION OF THE BOARD'S PERFORMANCE:In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations andDisclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried outduring the year under review.RELATED PARTY TRANSACTIONS:Related party transactions that were entered during the financial year were on an arm's length basis andwere in the ordinary course of business. Transactions with related parties entered by the Company in thenormal course of business are periodically placed before the Audit Committee for its omnibus approvaland the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure "B".PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO:Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of theCompanies Accounts) Rules, 2014, is given in the Annexure "C" to this report.VIGIL MECHANISM/WHISTLE BLOWER POLICY:In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism fordirectors and employees to report genuine concerns has been established.DIRECTORS:As per the provisions of the Companies Act, 2013, Mr. G S Jha will retire by rotation at the ensuing AGMand being eligible offered himself for re-appointment. The Board recommends his re-appointment.During the period under review, Directors, Mrs. Rushali Nagar resigned from the Board with effect from30th January, 2017. The Board places on record its appreciation and gratitude for his guidance andcontribution during his association with the Company. Mrs. Dimple Thaker was appointed as an additionaldirector w.e.f 30th January, 2017.STATUTORY AUDITORS:Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder theterm of office of M/s. Shah Sanghvi & Co., as the Statutory Auditors of the Company will conclude fromthe close of ensuing Annual General Meeting of the Company. The Board of Directors places on recordits appreciation to the services rendered by M/s. Shah Sanghvi & Co., as the Statutory Auditors of theCompany. Subject to the approval of the Members, the Board of Directors of the Company hasrecommended the appointment of M/s. Jain & Hindocha, Chartered Accountants (ICAI Firm RegistrationNumber 103868W) as the Statutory Auditors of the Company pursuant to Section 139 of the CompaniesAct, 2013. Accordingly, the Board recommends the resolution in relation to appointment of StatutoryAuditors, for the approval by the shareholders of the Company. There is no audit qualification for theyear under review.SECRETARIAL AUDIT:A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. Vijay Bhatt & Co.,Company Secretaries. The Secretarial Auditors Report is attached as Annexure 'D'. The Company is in



the process of making compliance of the qualification remark put by the Secretarial Auditor.SUBSIDIARIES:Your Company does not have any subsidiary/subsidiaries within the meaning of the Companies Act, 2013.CORPORATE SOCIAL RESPONSIBILITY:Your Company does not fall within the purview of Section 135 of the Companies Act, 2013.DEPOSITS:The Company has not accepted any fixed deposits and accordingly no amount was outstanding as on thedate of the Balance Sheet.DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:Disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies(Appointment & Remuneration) Rules, 2014 have been annexed as Annexure "E".DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013:The Company has safe and healthy work environment that enables its employees to work without fear,prejudices, gender bias and Sexual harassment and also set up guideline in line with the requirement ofThe Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.During the financial year 2016-17, no complaint was received under the policy.ACKNOWLEDGEMENTS:Your Directors wish to place on record their appreciation for the continuous support received from theMembers, customers, suppliers, bankers, various statutory bodies of the Government of India and theCompany's employees at all levels.

By the Order of Board of Directors ofPLACE: VADODARA GUJARAT WEDGE WIRE SCREENS LTD

DATE: 30.05.2017 PRIYADARSHAN MEHTA CHAIRMAN

Annexure A to the Board's Report

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURNAS ON THE FINANCIAL YEAR ENDED ON 31.03.2017

[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

(ii) Registration Date

(iii) Name of the Company

(iv) Category/Sub-category of the Company

(v) Address of the Registered Office withContact Details

(vi) Whether listed Company

(vii) Name, Address and Contact details of

Registrar and Transfer Agents if any

L27100GJ1978PLC003252

22.12.1978

Gujarat Wedge Wire Screens LimitedPublic Company/Limited by share1707, GIDC Industrial Estate, Halol 389 350,Distt Pachmahal, Gujarat. Ph. : 0265-2338041Fax : 0265-2355968 E-mail : [email protected]

Yes

Link Intime India Pvt Ltd

First Floor, Opp. HDFC Bank,Near Radhakrishna Char Rasta, Akota, Vadodara-20Phone: 0265-2356573/2356794 Fax: (0265) 2250246



II. PRINCIPAL BUSINESS ACTVITIES OF THE COMPANY(All the business activities contributing 10% or more of the total turnover of the Company shallbe stated)

Sr. No. Name and Description of Main NIC Code of % to totalProducts/Services the Product/ turnover of

Service the company

01. Stainless Steel Wedge Wire Screens 7326 100 %

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: NA

No. Name and Address of the CIN/GLN Holding/ % of Shares ApplicableCompany Subsidiary/ Held Section

Associate

NIL

A. Promoters(1) Indiana) Individual/HUFb) Central Govt.C) State Govt(s)d) Bodies Corp.e) Banks/FIf) Any Other

Sub-Total (A) (1):-(2) Foreign

a) NRIs-Individualb) Other-Individualc) Bodies Corp.d) Banks/FIe) Any Other…

Sub-Total (A)(2):-

Total Shareholding ofPromoter (A)=(A)(1)+(A)(2)

000000

0

00000 0

0

000

20110000

201100

000000

201100

000

20110000

201100

000000

201100

000

24.4500

24.45

000000

24.45

000000

0

00000 0

0

000

20110000

201100

000000

201100

000

20110000

201100

000000

201100

000

24.4500

24.45

000000

24.45

000000

0

000000

0

Category of Shareholders

Demat Physical Total % ofTotal

Shares

Demat Physical Total % ofTotal

Shares

%Changeduring

the year

No. of Shares held at thebeginning of the year (As on 31

March 2016)

No. of Shares held at the end ofthe year (As on 31 March 2017)

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

(i) Category-wise Share Holding



00000000

0

0

00000000

0

0

00000000

0

0

00000000

0

0

00000000

0

0

00000000

0

0

00000000

0

0

00000000

0

0

00000000

0

0

B. Public Shareholding

1. Institutionsa) Mutual Fundsb) Banks/FIc) Central Govt.d) State Govt(s)e) Venture Capital Fundsf) Insurance Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)

Sub-Total (B) (1) : -

2. Non-Institutionsa) Bodies Corp.i) Indianii) Overseasb ) Individualsi) Individual Share

holders holdingnominal share capitalupto Rs.1 lakh

ii) Individualshareholders holdingnominal share capitalin excess of Rs.1 lakh

c ) others (specify)Non Residental IndiansOverseas Corporate BodiesForeign NationalsClearing MembersTrustsHUFForeign Bodies - D R

Sub-Total (B)(2):Total Public Shareholding(B)=(B)(1)+(B)(2)

C. Shares held by Custodianfor GDRs & ADRs

Grand Total (A+B+C)

00

19200

0

0000000

1920019200

0

22000

1174000

290980

0

7000120000

00000

535380535380

0

800600

1174000

310180

0

7000120000

00000

554580554580

0

822600

14.270

37.71

0

0.8514.59

00000

67.4267.42

0

100.00

14000

24900

0

0000000

2630026300

0

26300

1160000

352200

0

7000120000

00000

595200595200

0

796300

1174000

377100

0

7000120000

00000

621500621500

0

822600

14.270

45.84

0

0.8514.59

00000

75.5575.55

0

100

00

0

0

0000000

8.138.13

0

8.13



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

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

1

2

3

4

5

N Greenings Ltd

Vibha Leasing Pvt Ltd

Avnish Mehta

Mohita Mehta

Rajnish Mehta

120000

115000

31100

24800

7900

14.59

13.98

3.77

2.98

0.96

120000

115000

31100

24600

7900

14.5879

13.9801

3.77

2.98

0.96

Sr.No.

For Each of the Top 10 Shareholders

At the beginning of the year

No. ofshares

% of totalshares of the

company

No. ofshares


company

Shareholding at the begin-ning of the year

Cumulative Shareholdingduring the year

(ii) Shareholding of Promoters:

123456

Behubor Investments LtdBehubor Investments Ltd.Behubor Investments Ltd.Behubor Investments Ltd.Behubor Investments Ltd.Behubor Investments Ltd.Total

1252006587010000

101010

201100

15.228.001.22

0.00120.00120.001224.45

0000000

1252006587010000

101010

201100

15.228.001.22

0.00120.00120.001224.45

0000000

0000000

No Shareholder's Name

No. ofShares

% of totalShares of

thecompa ny

% ofShares

Pledged/encumbered totalshares

No. ofShares

% of totalShares of

thecompa ny

% ofShares

Pledged/encumbered totalshares

%Changein shareholdingduring

the year

Shareholding at the begin-ning of the year

Share holding at the end ofthe year



(v) Shareholding of Directors and Key managerial Personnel:

Sl.No.

1.

No. ofShares

3120


company

0.38

No. ofShares

3120


company

0.38

Shareholding at thebeginning of the year

Cumulative Shareholdingduring the year

For Each of the Directors and KMP

At the beginning of the year

Girija Shankar Jha

Date wise Increase / Decrease in Shareholding during the year specifying thereasons for increase/ decrease (e.g. allot-ment/transfer / bonus/ sweat equity etc):

At the End of the year As appearing in the cumulative No. of shares column

6

7

8

9

10

Pratik Rajendra Gandhi

Amrat A. shah

Arvind M Shah

Krunal B Shah

G. S. Jha

Date wise Increase / Decrease in Shareholding during the year specifying the rea-sons for increase /decrease (e.g. allotment/ transfer / bonus / sweat equity etc):

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

8100

5900

5500

3000

2800

0.74

0.72

0.67

0.3

0.34

6100

5900

5500

3000

2800

0.74

0.72

0.67

0.3

0.34

As appearing in the cumulative No. of shares column

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

Total (i+ii+iii)Change in Indebtedness during the financial yearAdditionsReductionNet ChangeIndebtedness 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)

58.86--

58.86---

8.278.27

50.59--

50.59

--------

--

18.60--

18.60

------

18.60

-------

----

58.86--

58.86--

18.608.27

10.33

69.19--

69.19

(vi) Indebtedness:Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs. in lacs)



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

Sr.No.

1.

2.3.4

.5.

Particulars of Remuneration

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, 1961Stock OptionSweat EquityCommission- as % of profit- others, specify…Others, Sitting fees

Total (A)

Name of MD/WTD/Manager

Girija Shankar JhaManaging Director

17.34

--

--

-

-

---

17.34

Total Amount

17.34

--

--

-

-

---

17.34

B. Remuneration to other Directors

Independent Directors· Fee for attending board committee meetings· Commission· Others, please specify

Total (1)

Other Non-Executive Directors

· Fee for attending board committee meetings· Commission· Others, please specify

Total (2)

Total (B)=(1+2)

Sr.No

Particulars of Remuneration Name of Directors TotalAmount

None

None



C. REMUNERATION OF KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WHOLETIME DIRECTOR:

There is no Key Managerial Person other than Managing Director

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type BriefDescription

Details ofPenalty /

Punishment /Compunding fees

imposed

Authority [RD/ NCLT /COURT]

Appeal made,if any (give

Details)

Section of theCompanies Act

None

None

Annexure B to the Board's ReportFORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with relatedparties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm'slength transaction under third proviso is given below :

1. Details of contracts or arrangements or transactions not at Arm's length basis : Not Applicable

2. Details of contracts or arrangements or transactions not at Arm's length basis :

Sr.No.

01.

Name ofRelated Party

Mr. Prateek Jha

Nature ofContracts/Arrangements/Transactions

Rent

Duration ofContracts/Arrangements/Transactions

Yearly

Terms ofContracts

Mutuallyagreed terms

Value ofContract

Rs. 1.02 lacs

Date ofapproval byBoard

30-01-2017

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

None



Annexure C to the Board's ReportCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO(Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts)Rules, 2014)(A) Conservation of energy:

I. The steps taken or impact on conservation of energy• Company maintains healthy average power factor by proper distribution of load and also has

safety factors like earth leakage production, over load production etc• Use of smaller compressors when the air requirement is low, quarterly maintenance of all

the high power machines etc.• To monitor various parameters like power factor, proper maintenance / lubrications

of machines and pumps and use of natural light(B) Technology Absorption:

1.

2.

3.

4.

The efforts made towards technologyabsorption

The benefits derived like productimprovement, cost reduction, productdevelopment, import substitution

In case of imported technology (Importedduring the last three years reckoned fromthe beginning of the financial year)

The expenditure incurred in research &development

Technology for manufacture of water borewell pipes has been tested satisfactority.

With above technology, Company haslaunched new product.(Welded Wedge Wire Pipes)

Not Applicable

NIL

(C) Foreign Exchange Earning and Outgo:

1

2.

NIL

NIL

Foreign Exchange Earned

Foreign Exchange Outgo

ANNEXURE "D" TO THE BOARD'S REPORTSECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

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

To,The Members,Gujarat Wedge Wire Screens Limited1707, GIDC Industrial Estate,Halol- 389 350District - Panchmahal

We have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by Gujarat Wedge Wire Screens Limited. Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my/our verification of the GujaratWedge Wire Screens Limited's books, papers, minute books, forms and returns filed and other recordsmaintained by the company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, We hereby report that in ouropinion, the company has, during the audit period covering the financial year ended on 31st March,2017 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 thereporting made hereinafter:



We have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by Gujarat Wedge Wire Screens Limited ("the Company") for the financial year ended on31st March, 2017 according to the provisions of:(1) The Companies Act, 2013 (the Act) and the rules made thereunder;(2) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External CommercialBorrowings;

(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act, 1992 ('SEBI Act'):-

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

(B) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;(C) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; (Not applicable to the Company during the Audit Period)(D) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit Period)(E) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008; (Not applicable to the Company during the Audit Period)(F) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Issue and Share Transfer Agents) Regulations, 1993 regarding theCompanies Act and dealing with client;

(G) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Notapplicable to the Company during the Audit Period); and

(H) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Notapplicable to the Company during the Audit Period)

We have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards issued by The Institute of Company Secretaries of India.(ii) The Listing Agreement entered into by the Company with the BSE Ltd. and the Securities &

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; TheCompany was not regular and yet to make compliance of some of the regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and also not sending quarterlyresults, shareholding pattern and Securities Reconciliation Audit papers for year.

During the period under review the Company has complied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc. mentioned above except non compliance of provisions ofSection 203 of the Companies Act, 2013 for the appointment of Chief Financial Officer and CompanySecretary.Further, as per representation of management letter, considering its products, process or location,there are no lawswhich are specifically applicable to the Company.We further report that the Board of Directors of the Company is duly constituted with proper balanceof Executive Directors, Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review were carried outin compliance with the provisions of the Act. Adequate notice is given to all directors to schedule theBoard Meetings, agenda and detailed notes on agenda were sent at least seven days in advance anda system exists for seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in



the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.We further report that there are adequate systems and processes in the Company commensuratewith the size and operations of the company to monitor and ensure compliance with applicable laws,rules, regulations and guidelines.

Place: Vadodara For Vijay Bhatt & Co.,Date: 25.05.2017 Company Secretaries

Vijay J Bhatt Proprietor FCS: 4900 CP: 2265

This report is to be read with our letter of even date which is annexed as Annexure and forms anintegral part of this report.

ANNEXURE TO SECRETARIAL AUDIT REPORTTo,The Members,Gujarat Wedge Wire Screens Limited1707, GIDC Industrial Estate,Halol- 389 350PanchmahalOur report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Ourresponsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the contents of the Secretarial records. The verification wasdone on test basis to ensure that correct facts are reflected in secretarial records. We believethat the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books ofAccounts of the Company.

4. Where ever required, we have obtained the Management Representation about the compliance oflaws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,standards is the responsibility of management. Our examination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company norof the efficacy or effectiveness with which the management has conducted the affairs of theCompany.

Place: Vadodara For Vijay Bhatt & Co.,Date: 25.05.2017 Company Secretaries

Vijay J Bhatt Proprietor FCS: 4900 CP: 2265



ANNEXURE "E" TO THE BOARD'S REPORTDisclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014.

1. Ratio of the remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2016-17 :

Sr. No. Name of Director Ratio01. Mr. G.S.Jha 8.61:1

2. The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief ExecutiveOfficer, Company Secretary or Manager, if any, in the financial year 2015-16 compared to 2014-15 :

Sr. No. Name of Director and CFO % of increase01. Mr. G.S.Jha N.A.

3. The percentage increase in the median remuneration of employees in the financial year 2016-17compared to 2015-16 : NIL

4. The number of permanent employees on the roll of the Company : 31.03.2017 31.03.201620 25

5. Average percentile increase in salaries of employees other than managerial personnel: N.A.6. The Board of Directors of the Company affirms that the remuneration is as per the remuneration

policy of the Company.7. There is no employee covered pursuant to Section 197 read with Rule 5(2) of Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, Hence, no particulars are given.

INDEPENDENT AUDITORS' REPORTTO,THE MEMBERS OF GUJARAT WEDGE WIRE SCREENS LIMITEDReport on the Financial Statements

We have audited the accompanying financial statements of GUJARAT WEDGE WIRE SCREENS LIMITED("the Company"), which comprise the Balance Sheet as at 31/03/2017, the Statement of Profit and Loss,the cash flow statement for the year then ended, and a summary of the significant accounting policiesand other explanatory information.Management's Responsibility for the Financial StatementsThe Company's Board of Directors is responsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fairview of the financial position , financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India, including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the financial statements that givea 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 matterswhich are required to be included in the audit report under the provisions of the Act and the Rules madethereunder.



We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) ofthe Act. Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures inthe financial statements. The procedures selected depend on the auditor's judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal financial control relevant to the Company'spreparation of the financial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether theCompany has in place an adequate internal financial controls system over financial reporting and theoperating effectiveness of such controls. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by the Company'sDirectors, 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 forour audit opinion on the financial statements.Basis for Qualified OpinionThe Company has not made provision in respect of doubtful debts of 64.02 lacs in the books of accounts.Thus, loss has been understated and assets have been overstated to that extent.Further the company is liable to carry out internal audit, however no internal audit is carried on since30.09.2016.Qualified OpinionIn our opinion and to the best of our information and according to the explanations given to us, exceptfor the effects of the matter described in Basis for Qualified Opinion paragraph, the aforesaid financialstatements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India, of the state of affairs of thecompany as at 31st March , 2017, and its losses and its cash flows for the year ended on that date.Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditors' Report) Order,2016("the Order") issued by the CentralGovernment of India in terms of sub section (11) of section 143 of the Companies Act, 2013. We give inthe Annexure A statements on the matters specified in paragraphs 3 and 4 of the order, to the extentapplicable.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 it appears from our examination of those books.(c) The Balance Sheet, the Statement of Profit and Loss, and 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 31/03/2017 taken on

record by the Board of Directors, none of the directors is disqualified as 31/03/2017 from beingappointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our separate report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informationand according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for



material foreseeable losses, if any, on long-term contracts including derivative contracts.iii. There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company.iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as

dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016.Based on audit procedures and relying on the management representation we report that thedisclosures are in accordance with books of account maintained by the Company and as produced tous by the Management.

FOR Shah Sanghvi & Co.Date : 30/05/2017 (Chartered Accountants)Place : Vadodara Reg No.: 109794W

JITESH P. SHAH(Proprietor)

Membership No : 034010

"Annexure B" to the Independent Auditor's Report of even date on the Standalone Financial Statements of GUJARAT WEDGE WIRE SCREENS LIMITED Company limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GUJARAT WEDGE WIRESCREENS LIMITED Company Limited

("The Company") as of March 31, 2017 in conjunction with our audit of the standalone financial statementsof the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design, implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficient conduct of its business,including adherence to company's policies, the safeguarding of its assets, the prevention and detection offrauds and errors, the accuracy and completeness of the accounting records, and the timely preparationof reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing,issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to theextent applicable to an audit of internal financial controls, both applicable to an audit of Internal FinancialControls and, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence amout the adequacy of the internalfinancial control system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting, assessing the risk that a material weakness exists, andoperating effectiveness of internal control based on the assessed risk. The procedures selected dependupon on the auditor's judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error.



We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour qualified audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. Acompany's internal financial control over financial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,or disposition of the company's assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due toerror or fraud may occur and not be detected. Also, projections of any evaluation of the internal financialcontrols over financial reporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following materialweaknesses have been indentified as at 31.03.2017:

a) The company did not have an appropriate internal control system for customer acceptance, creditevaluation and establishing customer credit limits for sales which could potentially result in thecompany recognising revenue without establishing reasonable certainty of ultimate collection.

b) The company did not have an appropriate internal control system for inventory with regard toreceipts, issue for production and physical verification. Further the internal control system foridentification and allocation of overheads to inventory was also not adequate. These couldpotentially result in material misstatements in the company's trade payables, consumption,inventory and expense account balances.

A 'material weakness' is a deficiency or a combination of deficiencies in internal financial control overfinancial reporting, such that there is a reasonable possibility that a material misstatements of thecompany's annual financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the effects/ possible effects of the material weakness described above on theachievement of the objectives of the control criteria, the company has maintained, in all materialrespects, adequate internal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31, 2017, based on the internalcontrol over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issues by the Institute of Chartered Accountants of India.

We have considered the material weaknesses identified and reported above in determining the nature,timing and extent of audit tests applied in our audit of 31.03.2017 and these material weaknesses does notaffect our opinion on the standalone financial statements of the company.






Annexure to the Independent Auditors' Report(Referred to in above the auditor's report of even date to the members of Gujarat Wedge Wires ScreenLtd. on the financial statements for the year ended 31.03.2017)

i. (a) The company has the basic records showing full particulars, including quantitative details andsituation of Fixed Assets. However these records need to be organized so as to identify allcosts with individual assets and also show the location and work out written down value ofeach item.

(b) Fixed assets have not been physically verified by the management at reasonable intervals;Hence material discrepancies, if any, were not verified.

(c) In our opinion and according to the information and explanation given to us, the title deeds ofimmovable properties are held in the name of the company.

ii. Inventory has been physically verified by the management at reasonable intervals during the year,however report of such physical verification was not made available for verification.

iii. According to the information and explanation given to us, the company has not granted any loans,secured or unsecured, to companies, firms, limited liability partnerships or other parties covered inregister maintained u/s 189 of the Act.

In view of the above, provisions of clause 3 (iii) (a), (b) and (c) are not applicable to the company.

iv. In our opinion and according to information and explanations given to us, the company has, inrespect of loans, investments, guarantees and security provisions, complied with section 185 andsection 186 of the Companies Act, 2013.

v. According to the information and explanation given to us, the company has not accepted anydeposits. Hence the provisions of clause 3(v) are not applicable to the company.

vi. We have broadly reviewed the books of accounts maintained by the company pursuant to the rulesmade by the Central Government of India. The maintenance of cost records has been prescribed u/s 148(1) of the Act and we are of the opinion that, prima facie, the prescribed accounts and recordshave been made and maintained. We have not, however, made a detailed examination of therecords with a view to determine whether they are accurate or complete.

vii. According to the books and records as produced and examined by us in accordance with GenerallyAccepted Auditing Practices in India and also management representations, undisputed statutorydues in respect of Provident fund, Employees` state insurance, Income tax, Sales tax, Service tax,Custom duty, Excise duty, Value Added Tax, Cess and other material statutory dues applicable to it,has not been regularly deposited with appropriate authorities.

According to the records of the company, there are no amounts which have not been deposited onaccount of any dispute in respect of income tax or sales tax or ervice tax or duty of customs orduty of excise or value added tax.

viii. In our opinion and according to the information and explanation given to us and the books ofaccounts verified by us, the company has not defaulted in repayment of dues to financial institution,bank, Government or dues to debenture holders.

ix. As per information given to us, no money was raised by way of initial public offer or further publicoffer (including debt instruments). No term loans are raised by the company during the year.

x. During the course of our examination of books of accounts carried in accordance with the GenerallyAccepted Auditing Standards in India, we have neither come across any instance of fraud on or by



the company, either noticed or reported during the year, nor have we been informed of such caseby the management.

xi. According to information and explanation given to us and the books of accounts verified by us, themanagerial remuneration has been paid or provided in compliance with Section 197 read withSchedule V to the Companies Act, 2013.

xii. The company is not a Nidhi company, hence the provisions of clause 3(xii) are not applicable to thecompany.

xiii. All transactions with the related parties are in compliance with section 177 and 188 of CompaniesAct, 2013 where applicable and the details have been disclosed in the Financial Statements etc., asrequired by the applicable accounting standards.

xiv. According to information and explanation given to us and the books of accounts verified by us thecompany during the year, has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures, hence the provision of clause 3(xiv) are not applicabe tocompanies.

xv. According to information and explanation given to us and the books of accounts verified by us thecompany has not entered into any non cash transaction with directors or persons connected with it.

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank Of India Act1934.






BALANCE SHEET AS AT 31ST MARCH 2017

10,401,000(6,082,382)

4,318,618

135,000135,000

5,885,95914,005,671

2,651,5783,429,874

25,973,08230,426,700

2,893,18310,742

2,903,925762,502

3,726,9644,489,466

13,142,3079,431,409

38,270421,323

23,033,31030,426,700

10,401,000(21,524,824)(11,123,824)

135,000135,000

6,919,58514,436,873

3,448,6494,439,183

29,244,29018,255,466

2,629,1687,732

2,636,900479,170

6,402,2626,881,432

6,659,9401,255,934

287,611533,649

8,737,13418,255,466

I. EQUITY AND LIABILITIES1 Shareholders funds

(a) Share capital(b) Reserves and surplus

2 Non-current liabilities(a) Long-term provisions

3 Current liabilities(a) Short-term borrowings(b) Trade payables(c) Other current liabilities(d) Short-term provisions

TOTALII. ASSETS

1. Non-Current Assets(a) Fixed assets

(i) Tangible assets(ii) Intangible assets

(b) Long-term loans and advances(c) Other non current asset

2 Current Assets(a) Inventories(b) Trade receivables(c) Cash and bank balances(d) Short-term loans and advances

Significant Accounting Policies &Notes to financial statements 1-34

As per our attached Report of even date For and on behalf of the board.For SHAH SANGHVI & CO. For GUJARAT WEDGE WIRE SCREENS LTD.Chartered AccountantsFirm Registration NO. : 109794W(J.P. SHAH)Proprietor DirectorMembership No.: 34010Place :VADODARA Place : VADODARADATE : 30-05-2017 DATE : 30-05-2017

34

5

6789

10

1112

13141516

(Amount in )

Note As at As atNo. 31.3.2017 31.3.2016PARTICULARS



STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2017

20,667,138 2,405,671 18,261,468 182,409

18,443,877

5,071,705

(312,853) 9,106,344 755,244 456,020 6,467,833

21,544,293

(3,100,417)

- -

(3,100,417)

(3.77)

10,158,135 684,023 9,474,112 77,286

9,551,398

3,008,032

6,844,345 8,296,070 636,296 314,830 5,894,268

24,993,840

(15,442,442)

- -

(15,442,442)

(18.77)

I. Revenue from operations (Gross)Less: Excise DutyRevenue from operations (Net)

II. Other income

III. Total Revenue (I + II)

IV. Expenses:Cost of materials consumedChanges in inventories of finished goodswork-in-progress and Stock-in-TradeEmployee benefits expenseFinance costsDepreciation and amortization expenseOther expenses

Total expenses

V Profit/(Loss) before tax (III-IV)VI Tax expense:

(1) Current tax(2) Deferred tax

VII Profit (Loss) for the year (V-VI)

VIII Earnings per equity share of face value of 10 each)

(1) Basic(2) Diluted

Significant Accounting Policies &Notes to financial statements 1-34

As per our attached Report of even date For and on behalf of the board.For SHAH SANGHVI & CO. For GUJARAT WEDGE WIRE SCREENS LTD.Chartered AccountantsFirm Registration NO. : 109794W(J.P. SHAH)Proprietor DirectorMembership No.: 34010Place :VADODARA Place : VADODARADATE : 30-05-2017 DATE : 30-05-2017

17

18

19

2021221023

28

(Amount in )

Note Year Ended Year EndedNo. 31.3.2017 31.3.2016PARTICULARS



NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 3 - Share Capital

Number Number

Authorised

6% preference shares of 10 each 300,000 3,000,000 300,000 3,000,000Equity Shares of 10 each 900,000 9,000,000 900,000 9,000,000

Issued, Subscribed & Paid upA) 6% preference shares of 10 each 220,000 2,200,000 220,000 2,200,000

B) Equity Shares of 10 each 822,600 8,226,000 822,600 8,226,000Less: Calls Unpaid - By others 25,000 25,000(5,000 shares 5 each)

8,201,000 8,201,000

Total 1,042,600 10,401,000 1,042,600 10,401,000

A. Terms & Rights attached to equity shares:

The Company has only one class of equity shares having face value of 10 each. Eachholder of Equity share is entitled to one vote per share.

In the event of Liquidation of the company, the holders of the equity shares will be entiltled toreceive remainig assets of the company, after distribution of Preferential amount. The distribu-tion will be in proportion to the Number of equity shares held by Shareholders.

B. Terms & Rights attached to preference shares:

The Company has only one class of preference shares having face value of 10 each andare reedemable, non cumulative, non convertible.

C. Reconciliation of number of shares outstanding at beginning and end of FY 2016-17

Number Number

Shares outstanding at thebeginning of the year 822,600 8,201,000 822,600 8,201,000

Shares Issued during the year 0 0 0 0

Shares bought back during the year 0 0 0 0

Shares outstanding at the end of the year 822,600 8,201,000 822,600 8,201,000

As at 31 March 2016As at 31 March 2017

Equity Shares

ParticularsFY 2016-17 FY 2015-16

Particulars



Behubor Investments Ltd. 2,01,100 24.45% 2,01,100 24.45%

Vibha Leasing Pvt.Ltd. 1,15,000 13.98% 1,15,000 13.98%

N. Greenings Ltd. 1,20,000 14.59% 1,20,000 14.59%

As at 31 March 2017 As at 31 March 2016

Name of Shareholder No. ofShares

held

% ofHolding

No. ofShares

held

% ofHolding

Vibha Leasing Pvt. Ltd. 220,000 100.00% 220,000 100.00%

As at 31 March 2017 As at 31 March 2016

Name of Shareholder No. ofShares

held

% ofHolding

No. ofShares

held

% ofHolding

Number Number

Shares outstanding at the 220,000 2,200,000 220,000 2,200,000beginning of the year

Shares Issued during the year 0 0 0 0

Shares redeemed during the year 0 0 0 0

Shares outstanding at theend of the year 220,000 2,200,000 220,000 2,200,000

Preference Shares

Particulars FY 2016-17 FY 2015-16

Preference Shareholders:

D. List of shareholders holding more than 5% of shares:Equity Shareholders:




NOTE 4 - Reserves and Surplus

As at As atMarch 31, 2017 March 31, 2016

a. General ReserveOpening Balance 125,000 125,000(+) Current Year Transfer --- ---(-) Written Back in Current Year --- ---Closing Balance (A) 125,000 125,000

b. SurplusOpening Balance --- ---(+) Net Profit/(Net Loss) For the current year (15,442,442) (3,100,417)(+) Fixed Asset reserve --- ---(-) Proposed Dividends --- ---(-) Interim Dividends --- ---(-) Transfer to Preference Capital Redemption Reserve --- ---(-) Corporate Dividend Tax --- ---(+) Transfer from Preference share utilised reserve --- ---

(15,442,442) (3,100,417)Brought forward Net Profit / (Net Loss) (6,207,382) (3,106,965)Closing Balance (B) (21,649,824) (6,207,382)

Total (A+B+C) (21,524,824) (6,082,382)


Particulars

NOTE 5-Long Term Provisions


Provision for Rates & Taxes 135,000 135,000

Total 135,000 135,000

NOTE 6-Short Term BorrowingsAs at As at

March 31, 2017 March 31, 2016

Secureda. Loans repayable on demandCash Credit from Bank of India (Secured against 5,059,030 5,885,959hypothecation of Stocks, Book Debts and Plant & Machinery,further secured by equitable mortgage of Land & Building)Unsecured loans from related parties 1,860,555

Total 6,919,585 5,885,959

Particulars

Particulars



NOTE 7-Trade Payables


Trade Payables 14,436,873 14,005,671

Total 14,436,873 14,005,671

In the absence of relevant information from the suppliers, the Company has not determinedthe amount payable to Micro & Small Enterprises separately. Interest, if any payable to Mi-cro & Small Enterprises under Micro, Small & Medium Enterprises Development Act, 2006 isnot ascertainable.

Particulars

NOTE 8-Other Current Liabilities


a. Advance from customers 1,364,846 263,669b. Other Current Liabilities 1,502,199 757,950c. Statutory Liabilities 581,604 1,629,960

Total 3,448,649 2,651,578

NOTE 9 - Short Term ProvisionsAs at As at

March 31, 2017 March 31, 2016

a. Provision for employee benefitsSalary & Reimbursements 681,373 378,532Bonus 54,800 234,721

736,173 613,253b. Others

Provision for Expenses 3,703,010 2,816,6213,703,010 2,816,621

Total 4,439,183 3,429,874

Particulars

Particulars


GU

JAR

AT

WE

DG

E W

IRE

SC

RE

EN

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IMIT

ED

38th A

nn

ua

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ort

32

NOTES FORMING PART OF THE FINANCIAL STATEMENTSNote 10 - Fixed Assets

A Ta n g i b l e A s s e t s

Land 560,000 --- --- 560,000 --- ---

Factory Building 3,771,657 --- --- 3,771,657 3,400,133 ---

Housing Quarters 175,440 --- --- 175,440 81,450 ---

Plant and Equipment 19,841,633 47,805 --- 19,889,438 18,055,590 ---

Furniture and Fixtures 495,452 --- --- 495,452 469,457 ---

Vehicles 17,298 --- --- 17,298 17,298 ---

Computer 851,220 --- --- 851,220 795,589 ---

To t a l 25,712,700 47,805 --- 25,760,505 22,819,517 ---

B I n t a n g i b l e A s s e t s

Computer software 30,100 --- --- 30,100 19,358 ---

To t a l 30,100 --- --- 30,100 19,358 ---

G r a n d To t a l 25,742,800 47,805 --- 25,790,605 22,838,875 ---

Previous Year 25,678,280 64,520 --- 25,742,800 22,382,854 ---

PARTICULARS

GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

Balance as at1, April

2016

Additions Disposals Balance as at31 March 2017

Balance as at 1April 2016

Depreciationcharge for the

year

Ondisposals

Balance as at31 March 2017

Balance as atMarch 31, 2017

Balance as atMarch 31, 2016

560,000

369,079

91,269

1,538,531

14,658

---

55,631

2,629,168

--

7,732

7,732

2,636,900

2,903,925

3,402,578

81,171

18,350,907

480,794

17,298

795,589

23,131,337

22.368

22,368

23,153,705

22,838,875

---

2.445

2,721

295.317

11.337

---

---

311,820

---

3,010

3,010

314,830

456,020

560,000

371,524

93,990

1,786,043

25,995

0

55,631

2,893,183

--

10,742

10,742

2,903,925

3,295,426



NOTE 11- Long term Loans & Advances


(Unsecured, considered good)a. EMD Deposit 337,988 337,988b. Other Deposits 141,182 142,718c. Loans and advances for capital goods -- 281,796

Total 479,170 762,502

NOTE 12 - Other non current assestsAs at As at

March 31, 2017 March 31, 2016

Debtors outstanding for a long period and hencedoubtful of recoveryTrade Receivable 6,402,262 3,211,324

Total 6,402,262 3,211,324

NOTE 13-Inventories


(Valued at Cost or Net Realisable Value ascertified by the Management)a. Raw Materials and components 1,432,375 1,070,397b. Work-in-progress 2,558,104 5,231,022c. Finished goods 2,669,461 5,350,011d. Scrap -- 978,348e. Consumables -- 71,705f. Stock-in-transit -- 440,824

Total 6,659,940 13,142,307

NOTE 14-Trade Receivables


(Unsecured, considered good)Trade receivables outstanding for a period less than 1,255,934 6,230,336six months from the date they are due for paymentOthers -- 3,201,073

Total 1,255,934 9,431,409


Particulars

Particulars

Particulars

Particulars



NOTE 15-Cash and bank balances


a. Cash and Cash EquivalentsCash on hand 44,357 536b. Balance with bankIn Current a/c 243,254 37,734

Total 287,611 38,270

NOTE 16-Short-term loans and advances


(Unsecured, considered good)a. Advance to Suppliers 328,954 33,480b. TDS Receivable 0 0c. Prepaid Expenses 21,942 12,834d. Balance with Revenue and Indirect Tax Authorities 128,718 32,182e. Loan to Staff 51,267 188,119f. Advance for company expenses 919 118,537g. Service Tax Credit -- 36,171h. Accured Interest 1,849 --

Total 533,649 421,323

NOTE 17-Revenue from operations

For the year For the year ended March ended March

31, 2017 31, 2016

Sale of products: Wedge Wire Screens 10,158,135 20,667,138

Total 10,158,135 20,667,138


Particulars

Particulars

Particulars




NOTE 18-Other Income


31, 2017 31, 2016

Interest Income 20,294 11,944Packing & Forwarding --- 170,465Other Income 49,256 ---Interest on FD 7,736 -- Total 77,286 182,409

NOTE 19-Cost of materials consumed


31, 2017 31, 2016

Raw Material Consumed:Opening Stock 1,070,397 1,108,693Add : Purchase (Net ) 3,370,010 5,033,410

4,440,407 6,142,103Less : Closing Stock 1,432,375 1,070,397

Total 3,008,032 5,071,705

NOTE 20-Changes in inventories of finished goods work-in-progress and Stock-in-Trade


31, 2017 31, 2016

Closing Stock:Finished Goods 2,669,461 5,350,011Scrap -- 978,348Work in process 2,558,104 5,231,022Consumables -- 71,705Stock in Transit -- 440,824 Total (A) 5,227,565 12,071,910

Less : Opening Stock:Finished Goods 5,350,011 5,350,011Scrap 978,348 728,348Work in process 5,231,022 4,183,167Consumables 71,705 269,522Stock in Transit 440,824 1,228,009 Total (B) 12,071,910 11,759,057 Total (B-A) (6,844,345) (312,853)

Particulars

Particulars

Particulars



NOTE 21-Employee Benefits Expense


31, 2017 31, 2016

(a) Salaries, Wages and incentives 5,919,687 6,611,163(b) Contributions to -

Provident and other funds 579,195 653,125(c) Gratuity fund contributions -- 10,330(d) Staff welfare expenses 63,188 ---(e) Directors Remuneration 1,734,000 1,831,727

Total 8,296,070 9,106,344

NOTE 22-Finance Costs


31, 2017 31, 2016

Interest on secured loans 636,296 755,244

Total 636,296 755,244

NOTE 23-Other Expenses


31, 2017 31, 2016

Manufacturing Expense:Consumption of stores and spare parts --- 355,898Factory Expenses 294,858 ---Excise Duty Expenses --- ---Power and fuel 407,847 523,859Repairs to buildings 54,745 4,300Repairs to machinery 12,345 86975Labour charges -23,478 63997Water charges 13,716 32738

Total (A) 760,033 1,067,767


Particulars

Particulars

Particulars




Administrative Expense:Insurance 25,026 30,944Bank Charges 71,373 76,426Bad Debts 1,940,526 -Rates and taxes, excluding, taxes on income 105,412 36,200Excise Duty Dxpense (594,445) -Electricity charges 111,566 84,848Prior Period Expsnes 675,836 89,122Miscellaneous expenses 742,137 880,303Travelling & Conveyance Expenses 309,018 1,466,786Postage & Courier 37,610 49,752Telephone Expenses 209,613 250,569Legal & Professional charges 402,023 399,256Security Charges 688,680 644,838Advertisement Expenses 56,915 85,141Auditors Remineration 57,250 57,250Marketing & Selling Expenses 38,182 766,567Freight Octroi & Cartage Expenses 155,513 164,065Rent Expenses 102,000 318,000

Total (B) 5,134,235 5,400,067

Total (A+B) 5,894,268 6,467,833

24 Contingent Liability : Current Year - Nil, Previous Year NIL

25 Proposed Dividend:

FY 2016-17 FY 2015-16

Dividends proposed to be distributed topreference shareholders --- ---

Dividend Distribution Tax paid --- ---

Particulars



26 Auditor’s Remuneration:


31, 2017 31, 2016

a. As Auditor 34,783 34,783b. Tax audit fees 15,000 15,000c. Service Tax 7,467 7,467

Total 57,250 57,250

27 Earning per Share:

FY 2016-17 FY 2015-16

Profit/Loss after Taxation (15,442,442) (3,100,417)Less : Preference Dividend 0 0Profit after Tax available for the Equity Shareholders (15,442,442) (3,100,417)Basic/Weighted Average number of Equity Sharesoutstanding during the year 822,600 822,600Nominal Value of Equity Share 10 10Basic Earning Per share (18.77) (3,77)Diluted Earning Per Share 0.00 0.00

28 Related Party Disclosure

Related party Disclosures as required by AS-18,""Related Party Disclosures'', are givenbelow:

a. Key Management Personnel

Name Designation

Mr. G.S. Jha Managing Director

b. Relatives of key management personnel and Enterprises over which key managementpersonnel and their relatives are able to exercise significant influence are as follows:

Name Relation

Mr. Prateek Jha Relative of key management personnel


Particulars

Particulars



The company has identified all the related parties having transactions during the yearas per details given below:

Nature of Transactions:

c. Key Management Personnel

2016-2017 2015-2016

Remuneration 1,734,000 1,831,727Loans Taken 1,860,555 --Loans Repaid 850,000 --

d. Relatives of key management personnel and enterprises over which key managementpersonnel and their relatives are able to exercise significant influence

2016-2017 2015-2016

Rent 102,000 102,000

e. Balances with Related Parties

As at 31.03.2017 As at 31.03.2016

Trade Payables Mr Prateek Jha 177000 Cr 75000 CrShort term Borrowings Mr. G.S. Jha 1860555 846500

29 Materials Consumed

Year ended Year endedMarch 31,2017 March 31,2016

Raw Materiali SS WIRE 2,255,596 2,872,182ii SS MATERIAL 631,538 1,106,984iii Others 120,898 1,092,539

Total 3,008,032 5,071,705


Particulars

Particulars

Particulars

Particulars



30 Sales, Closing and opening inventory of manufactured goods

Sales Value Closing OpeningInventory Inventory

i Wedge Wire Screens 9,474,112 2,669,461 5,350,011(18,261,468) (5,350,011) (5,350,011)

9,474,112 2,669,461 5,350,011

(18,261,468) (5,350,011) (5,350,011)

Note : Figures in brackets represent previous year figures

31 Closing Work in Progress

Year ended Year endedMarch 31,2017 March 31,2016

i Wedge Wire Screens 2,558,104 5,231,022

Total 2,558,104 5,231,022

32 Value of Imported and Indigenous Materials Consumed

FY 2016-17 FY 2015-16

Value % to total Value % to totalconsumption consumption

i Imported --- --- --- ---ii Indigeneous 3,008,032 100 5,071,704 100

Total 3,008,032 100 5,071,704 100

Expenditure in foreign currency : Nil

33 Specified Bank Notes disclosure


Particulars

Particulars

Raw Materials

Total

SBN

100000 (1000*100)

--

100000 (1000*100)-

Other Notes

177240 (100*1500+50*544 +10*4)

49000189775

-36464

Total (`)

--277240

49000189775100000

36464

Particulars

Closing Cash Balance as on08/11/2016(+)Permitted Receipts(-)Permitted Payments(-)Amount deposited in BankClosing Cash Balance as on 30/12/2016



34 Other Notes on Accounts

a Interest on calls in arrears is accounted for on cash basis in view of uncertainty ofrealizing the same.

b Deferred tax asset for the year is not recognised. There is no virtual certainty sup-ported by convincing evidence that future taxable income will be available. Accord-ingly, no deferred tax asset has been created.

c Balances to the Debit and Credit of Customers, Suppliers and other parties are sub-ject to confirmation.

d Previous year has been re-grouped, recast or rearranged wherever considered neces-sary to make them comparable with that of the current year.

For Shah Sanghvi & Co. For and behalf of the BoardChartered Accountants For GUJARAT WEDGE WIRE SCREENS LTD.Firm Registration No.: 109794W

(J.P. SHAH)ProprietorMembership No. 34010 Directors

Place : Vadodara Place : VadodaraDate : 30-05-2017 Date : 30-05-2017




CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March, 2017PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT

Y E A R E N D E D YEAR ENDED 31.03.2017 31 .03 .2016

( IN LACS) ( IN LACS)

(A) CASH FLOW FROM OPERATING ACTIVITIES :NET PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS (154) (31)

ADJUSTMENTS FOR :DEPRECIATION 3.15 4.56INTEREST UNDER SECTION 234A,B,C --- ---INTEREST AND FINANCIAL CHARGES 6.36 7.55ADVANCE FROM CUSTOMER RECEIVED --- ---MISCELLANEOUS EXPENDITURE WRITTEN OFF --- ---PROFIT ON SALE OF FIXED ASSETS --- ---

9.51 12.11OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (144.51) (18.89)ADJUSTMENTS FOR :(INCREASE)/DECREASE IN INVENTORIES 64.82 (2.75)(INCREASE)/DECREASE IN TRADE & OTHER RECEIVABLES 53.88 1.30INCREASE/(DECREASE) IN TRADE AND OTHER PAYABLES 32.71 25.83INCREASE/(DECREASE) IN LONG TERM LIABILITIES 151.41 24.38

CASH GENERATED FROM OPERATIONS 6.50 5.49DIRECT TAXES PAID -- --EXTRAORDINARY ITEMS -- --Net Cash From Operating Activities Total (A) 6.50 5.49

(B) CASH FLOW FROM INVESTING ACTIVITIESPURCHASES OF FIXED ASSETS (0.48) -- (0.65)SALES OF FIXED ASSETS -- 2.83 -- 0.47Net Cash Used in Investing Activities Total (B) 2.36 0.18

(C) CASH FLOW FROM FINANCIAL ACTIVITIESProceed From Long Term BorrowingsInterest And Financial Charges Paid (6.36) (7.55)Dividend Paid --- ---Repayment Of Long Term Borrowings ---Increase/(Decrease) In Bank Borrowings --- ---Increase/(Decrease) In Inter Corporate Loan --- ---Net Cash Used In Financing Activities Total (C) (6.36) (7.55)

(D) NET INCREASE IN CASH AND CASH EQUIVALENT 2.49 (2.24)( A + B + C)

(E) CASH & CASH EQUIVALENT (OPENING BALANCE) 0.38 2.62(F) CASH & CASH EQUIVALENT (CLOSING BALANCE 2.88 0.38

For GUJARAT WEDGE WIRE SCREENS LTD.

DirectorWe have verified the above cash flow statement of GUJARAT WEDGE WIRE SCREENS LTD., HALOL, Dist. PANCHMAHAL derivedfrom the audited annual financial statements for the years ended March 31, 2017 and March 31, 2016, and found the same to be drawnin accordance therewith and also with the requirements of Clause 32 of the listing agreements with stock exchanges

For SHAH SANGHVI & CO.Chartered AccountantsFirm Registration NO.:109794W

Place : Vadodara (J. P. Shah)DATE : 30-05-2017 Proprietor

Membership No.: 34010



1 COMPANY INFORMATION1.1 Gujarat Wedge Wire Screens Limited (the Company) is a Public Limited Company domiciled in India and

incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the Manufactureand sale of wedge wire screens. The Company’s manufacturing facilities are at Halol, Baroda, Gujarat, India.

2 SIGNIFICANT ACCOUNTING POLICY2.1 Framework of Preparation of Financial Statements:

The financial statements have been prepared under the historical cost convention on the accrual basisof accounting in accordance with the generally accepted accounting principles, Accounting Standardsissued by the Institute of Chartered Accountants of India notified u/s 133 of the Companies Act, 2013read with rule 7 of the companies Rules 2014 and the relevant provisions of Companies Act, 2013. Allassets and liabilities have been classified as current or non current as per the Company’s normaloperating cycle and othercriteria set out in the Schedule III to the Companies Act, 2013. Based on thenature of products and the time between acquisition of assets for processing and their realisation incash and cash equivalents, the Company has ascertained its operating cycle as 12 months for thepurpose of current/non-current classification of assets and liabilities.

2.2 Uses of estimates:The preparation of financial statements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reported amounts of incomeand expenses of the period, the reported balances of assets and liabilities and the disclosure relating tocontingent assets and liabilities on the date of financial statements and the results of operations duringthe reporting periods. Although these estimates are based upon management’s knowledge of currentevents and actions, actual results could differ from those estimates and revisions, if any, are recognisedin the current and future periods.

2.3 Fixed Assets:Fixed Assets are stated at original cost, net of tax/duty credits availed, if any, less accumulated depre-ciation and includes adjustment arising from exchange rate variation attributable to fixed cost.Cost comprises the purchase price, any attributable cost of bringing the assets or any administrative orspecifically attributable general overheads relating to construction or acquisition of fixed assets or bringingthe fixed assets to working condition which are allocated and capitalized as a part of the cost of the fixed assets.Losses arising from the retirement of and gains or losses arising from disposal of tangible assets whichare carried at cost are recognised in the statement of profit and lossThere is no revaluation of fixed assets carried out during the year.

2.4 Depreciation and Amortisation:Depreciation of fixed assets have been provided based on the straight line method at rates prescribedunder schedule II to the companies act ,2013. Depreciation on additions /deletion to fixed assets duringthe year is provided on a pro-rata basis. Intangible assets are amortised on straight line basis over aperiod of 10Years in line with AS-26.

2.5 Investments:Investments are classified into current and long term investment.Current investments are carried at lower of cost or market value, computed category wise and theresultant decline, if any, is charged to revenue.Long term investments are stated at cost. Provision is made for any diminution in value, if other thantemporary.Investments, which are readily realisable and intended to be held for not more than one year from thedate on which such investments are made, are classified as current investments. All other investmentsare classified as long term investments.

2.6 Inventories:Inventories are valued at lower of cost and net realisable value based on the First in First out method. Rawmaterial and stock of consumables are measured at cost or net realisable value whichever is lower. Work-in-progress and finished goods is valued at cost plus cost of conversion incurred to bring the inventory totheir present condition . Cost of conversion includes manufacturing overheads, systematic allocation ofvariable and fixed production overheads and provision for excise duty . Scrap is valued at net realisablevalue .Expenditure on stores and spares is charged to revenue account in the year of purchase.

2.7 Provisions and contigent liabilities :Provisions are recognised when there is a present obligation as a result of a past event, it is probablethat an outflow of resources embodying economic benefits will be required to settle the obligation andthere is a reliable estimate of the amount of the obligation. Provisions are measured at the best esti-mate of the expenditure required to settle the present obligation at the Balance Sheet date and are notdiscounted to its present value. These are reviewed at each year end date and adjusted to reflect thebest current estimate. Contingent liabilities are disclosed when there is a possible obligation arising



from past events, the existence of which will be confirmed only by the occurrence or non occurrence ofone or more uncertain future events not wholly within the control of the Company or a present obliga-tion that arises from past events where it is either not probable that an outflow of resources will berequired to settle the obligation or a reliable estimate of the same cannot be made.

2.7 Sales:Sales are accounted inclusive of Excise duty but excluding VAT, and are net of returns/ discounts/ debitnotes/reversals.Revenue from sales of product is recognised on the transfer of substantial risk and rewards of ownership.Interest income is recognized on a time proportion basis taking into account the amount outstandingand the rate applicable.

2.8 Retirement BenefitsDefined Contribution Plans: Company’s contribution paid/payable during the year to Provident Fundand Employee State Insurance Fund are recognised in the Profit and Loss Account.Provision is made for leave encashment. The amount or such liabilities is estimated by management onthe basis of relevant factors including remuneration of employees etc.Regarding gratuity liability the company has created fund with LIC of India and premium for suchliability has been deposited with LIC of India.

2.9 Foreign Currency TransactionsTransactions denominated in foreign currencies are recorded at the exchange rates prevailing at thedate of transaction. Monetary items denominated in foreign currency at the year end are translated atyear end rates.In respect of monetary items which are covered by foreign exchange contracts, the premium or dis-counts on such forward contract is recognized over the life of the forward contract. Gains and lossesresulting from the settlement of such transactions and from the translation of monetary assets andliabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss.

2.10 TaxationCurrent tax is determined as the amount of tax payable in respect of taxable income for the periodbased on applicable tax rate and laws.Deferred tax expense or benefit is recognised on timing differences being the difference betweentaxable income and accounting income that originate in one period and are capable of reversal in one ormore subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and taxlaws that have been enacted or substantively enacted by the balance sheet date. Deferred Tax Asset isrecognized when there is virtual certainty of reversal.In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferredtax assets are recognised only if there is virtual certainty supported by convincing evidence that theycan be realised against future taxable profits. The carrying amount of deferred tax assets is reviewed ateach Balance Sheet date for any write down, as considered appropriate.

2.11 Segment ReportingThe company is engaged in business of Wedge Wire Screens, which as per Accounting Standard 17, isconsidered the only reportable business segment.

2.12 Earning Per Share:Basic Earning per share are calculated by dividing the net profit or loss for the period attributable toequity shareholders (after deducting preference dividends and attributable taxes) by the weightedaverage number of equity shares outstanding during the period. Partly paid equity shares are treatedas a fraction of an equity share to the extent that they were entitled to participate in dividends relativeto a fully paid equity share during the reporting period. The weighted average number of equity sharesoutstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue toexisting shareholders; share split; and reverse share split (consolidation of shares).For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributableto equity shareholders and the weighted average number of shares outstanding during the period areadjusted for the effects of all dilutive potential equity shares.

2.13 Accounting policies not specifically referred to are consistent with the generally accepted accountingstandards.

2.14 Government grantsGovernment Grants and subsidies are received and recognised after fulfilling the conditions attachedto them. Government grants are of the nature of promoters’ contribution and are credited to CapitalSubsidy which is treated as part of Reserves and Surplus.

2.15 Cash and cash equivalentsIn the cash flow statement, cash and cash equivalents include cash in hand, term deposits with banksand other short-term highly liquid investments with original maturities of three months or less.



GUJARAT WEDGE WIRE SCREENS LIMITEDRegd. Office : 1707, GIDC Industrial Estate, Halol - 389 350, Dist. Vadodara. Website : www.gujaratwedgewirescreens.com

Phone : 0265-2338041, Fax : 0265-2355968 E-mail : [email protected] CIN : L27100GJ1978PLC003252

ATTENDANCE SLIP

I being the registered Shareholder/proxy for the registered Shareholder of the Company hereby record my presence atthe 38th ANNUAL GENERAL MEETING of the Company held on Friday, 29th September, 2017 at 1707, GIDCIndustrial Estate, Halol - 389 350 Dist. Panchmahal and at any adjournment(s) thereof.

_________________________Signature of Shareholder / proxy* Applicable for investors holding shares in electronic form

(TEAR FROM HERE)

GUJARAT WEDGE WIRE SCREENS LIMITEDRegd. Office : 1707, GIDC Industrial Estate, Halol - 389 350, Dist. Vadodara. Website : www.gujaratwedgewirescreens.com

Phone : 0265-2338041, Fax : 0265-2355968 E-mail : [email protected] CIN : L27100GJ1978PLC003252

Form MGT 11PROXY FORM

Name of the Member(s)..............................................................................................................................................Registered Address : ............................................................................................................................................................................................................................................... E-mail id : .......................................................................Folio No. / DP id & Client id : .............................................................................................................................

I/We, being the member (s) of ................. shares of the Gujarat Wedge Wire Screens Limited, hereby apoint:

1. Name: .........................................................................Address: ..............................................................................Email Id: .........................................................................Signature: ............................................................................2. Name: .........................................................................Address: ...............................................................................Email Id: .........................................................................Signature: ............................................................................3. Name: .........................................................................Address: ...............................................................................Email Id: .........................................................................Signature: ............................................................................as my/our Proxy to attend and vote (on a poll) for me/us on my/our behalf at the 38th Annual General Meeting of theCompany to be held on Friday, 29th September, 2017 at 11:00 A.M. at 1707, GIDC Industrial Estate, Halol - 389 350, Dist.Vadodara and at any adjournment thereof in respect of resolutions as are indicated below.

Reso.No. Description For Against 01. Adoption of the audited statement of profit and loss the Financial year ended 31st March,

2016 the Balance sheet as on the date, the Directors and Auditors Reports thereon. 02. To appoint Mr. G. S. Jha, who retires by rotation and being eligible offers himself for reappointment. 03. To ratify the appointment of auditors of the Company and fix their remuneration. 04. To Re-appoint Mr. G.S. Jha as Managing Director

Signed this on_______day of ______________2017Signature of Shareholder ............................................Signature of Proxy holder (S) .....................................Note : This Proxy form in order to be effective should be duty completed and deposited at the RegisteredOffice of the Company not later than 48 hours before the commencement of the meeting.

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DP ID* Client ID*/Regd. Folio No. No. of Shares Held Name and Address of the Registered Shareholders

GUJARAT WEDGE WIRE SCREENS LIMITED€¦ · GUJARAT WEDGE WIRE SCREENS LIMITED 38th Annual Report 1...

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