T E NT IW A LA M P L - BSE Ltd. (Bombay Stock Exchange) | · PDF file ·...

TENTIWALA METAL PRODUCTS L IMITED 22nd Annual Report 2015-16

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BOARD OF DIRECTORS

Mr. Radha Pad Tentiwala - Managing Director

Mr. Parag Sharma - Whole Time Director

Mrs. Kumkum Tentiwala - Whole Time Director

Mr. Nand Kumar Misra - Independent Director

Mr. Anil Kulshreshtha - Independent Director

Mr. Subhash Chand - Independent Director

COMPANY SECRETARY

Mr. Rohit Verma

BANKERS

Syndicate Bank, Maholi Road, Mathura

AUDITORS

M/s B.B. Agrawal & Company

CHARTERED ACCOUNTANTS,

L ISTING OF EQUITY SHARES

I) Bombay Stock Exchange Limited (SME)

CONTENTS

Chairman’s Statement……………

Notice of AGM……………….

Notice of Book Closure................

Directors’ Report……………………...

Report on Corporate Governance…...........

Certificate on Corporate Governance...........

Managing Director & Chief Finance Officer

Certification………………

Compliance with code of Conduct…….......

Management Discussion and Analysis

Report........................................

Auditors’ Report……………………

Balance Sheet………………………….....

Profit & Loss Account………………......

Cash Flow Statement…………………

Notes to the Account…………………...

Proxy Form.............................................

Attendance Slip…....................................

Map of Venue………………………….

Thank You...........................

Page No.

2

3

7

8

12

19

20

20

23

36

42

44

46

48

61

62

REGISTERED OFFICE

Radhey Shyam Colony, Delhi Masani Road, Mathura – 281003 (Uttar Pradesh).

TEL. NO. 0565-2530032: FAX: 0565-2530033

WEBSITE: www.tentiwal.com.

CORPORATE IDENTIFICATION NUMBER L31101UP1994PLC016107

EMAIL : [email protected]

21ST ANNUAL GENERAL MEETING OF TENTIWALA METAL PRODUCTS LIMITED FRIDAY, 30TH SEPTEMBER, 2016 10:30 A.M., AT REGISTERED OFFICE OF THE COMPANY AT DELHI- M ASANI ROAD, RADHEY SHYAM COLONY, M ATHURA-281003

REGISTRAR AND SHARE TRANSFER AGENT Sharepro Services (India) Private Limited, 13AB, Samhita Warehousing Complex, 2nd floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai-400072, Ph. No.-022-61915400 Skyline Financial services Pvt. Ltd. 4A9, Gundecha Onclave, Khairani Road, Sakinaka Mumbai-400072

http://www.tentiwal.co.in/

mailto:[email protected]

TENTIWALA METAL PRODUCTS L IMITED 22ND Annual Report 2015-16

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CHAIRMAN’S STATEMENT

Dear Shareholders,

It gives an immense pleasure to reach you out through this 22nd Annual General Meeting of your Company. The Annual Report for the year ended 31st March, 2016 has been with you for some time now so, with your permission, I shall take it as read. Industry Overview:

The overall economic and industrial climate continued to remain sluggish. Electrical equipment manufacturing sector and capital goods sector continued to feel the effects of low demands. Increase in imports of electrical equipments from china affects the domestic industries. Cost pressure due to high rates of inflation continued to affect the industry. Considering the prevailing adverse economical climate in the country during the year under report, your company has performed well. We continue to be optimistic for future growth of manufacturing electrical equipments, and aluminum extrusion we also looking for solar power sector. Financial Performance - An Overview:

I would now like to highlight some key aspects of the year under review:

I am happy to inform you that despite of competition and sluggish market your Company achieved consolidated revenues of Rs.

43,33,03,613.34/-

Acknowledgement: On behalf of the Board, I want to thank the management and staff of Tentiwala Metal Products Ltd., who have worked hard and dealt with various challenges to maintain our profitable position in FY 2016. I am also grateful to my fellow directors for their continued guidance, advice and foresight that helped steer the Group’s business through the increasingly competitive industry landscape. Thank you also to our customers for your continued faith in our products and our business partners for your support of our business. Finally, I want to thank our shareholders for the trust and confidence you have given us. We will continue to strive for better results and returns for you.

Thank you again,

Sd/- (Radha Pad Tentiwala)

Managing Director

DIN: 00132785


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As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting.

Shareholders are requested to kindly bring their copies to the Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 22nd Annual General Meeting of the Members of Tentiwala Metal Products Ltd. Will Be Held On

Friday, 30th September, 2016 from 10:30 A.M. at the Registered Office of the Company at Delhi-Masani Road, Radhey Shyam

Colony, Mathura-281003, to transact the following business:

ORDINARY BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution: “RESOLVED THAT the Annual Report including Audited Financial Statements of the Company for the year ended 31st March, 2016 and the Directors’ and Auditors’ Reports thereon, be and are hereby approved and adopted.”

2. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution: “RESOLVED THAT Mr. Parag Sharma (holding DIN: 00340419), the retiring Director, be and is hereby re-elected as Director of the Company, liable for retirement by rotation.”

3. To appoint Statutory Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that M/s B.B, Agrawal & Company, Chartered Accountants, Mathura, (Registration No.000597C), the retiring Auditors, be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the 26th Annual General Meeting at such remuneration as shall be fixed by the Board of Directors of the Company on the recommendation of the audit committe and such re-appointment shall be subject to annual rectification by the shareholders at every annual genral meeting held during this period. RESOLVED FURTHER THAT Mr. Radha Pad Tentiwala, Managing Director (DIN: 00132785) of the Company be and is

hereby authorized to do all acts, deeds and things as may be deemed necessary and expedient to give effect to the

aforesaid resolution.”

Place : Mathura By Order of the Board of Directors Date :8th September, 2016 For TENTIWALA METAL PRODUCTS LIMITED

SD/-

Parag Sharma (Whole Time Director)

DIN: 00340419


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NOTES:

1. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share

capital of the Company carrying voting rights. A member holding more than ten (10) percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. The instrument of Proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the Meeting.

2. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 23rd September, 2016 to 30th September, 2016 (both days inclusive) for the purpose of Annual General Meeting

4. An Explanatory Statement pursuant to section 102 of the Companies Act, 2013, in all respect of Special Business items is annexed hereto. 5. All documents referred to in the above Notice and the accompanying Explanatory Statements are open for inspection at the Registered Office of the

Company during the business hours on any working day (except Sunday and holidays) between 10.00 a.m. and 12.30 p.m. up to the date of the Annual General Meeting.

6. As per clause SEBI (LODR) Regulations, 2015 with SME, Company has designated email id of the grievance redressal division/compliance officer exclusively for the purpose of registering complaints by investors. Investors are requested to send their communication on designated email id: [email protected]

7. Members/Proxies attending the meeting are requested to bring the Attendance Slip (duly completed) to the Meeting. 8. Members are requested to notify the change in the address, if any. In case of shares held in electronic form to the concerned Depository Participant

quoting their Client ID and in case of physical shares to the Registrar and Transfer Agent of the Company quoting their Folio Number. 9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every

participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agent.

10. Voting through electronic means In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 22nd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL). Instruction for e-voting is appended to the notice.

11. Details Of Director Seeking Re-Appointment At The Forthcoming Annual General Meeting (In pursuant of Listing Agreement)

Name of Director

Mr. Parag Sharma

DIN

00340419

Date of Birth

16T June, 1976

Nationality

Indian

Date of Appointment

21st December, 2010

Qualification

B.Sc. & PGDBA

Expertise in Specific Functional Areas

Management & Administration

Shareholding in the Company as on the date of this Notice

3.17%

List of other public limited companies in which directorship held on the date of this Notice

None

Chairman/ Member of the Committees of the Board across all public Companies of which he is a Director as on the date of this Notice

None

Relationships between Directors interse Son in law of Mr. Radha Pad Tentiwala & Mrs. Kumkum Tentiwala



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The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 27th September, 2016 at 10:00 AM and ends on 29th September, 2016 at 5:00 PM. During

this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the

cut-off date (record date) of 23rd September, 2016 may cast their vote electronically. The e-voting module shall be

disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of

any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for

both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the 8 digits

of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of

0’s before the number after the first two characters of the name in CAPITAL letters.

Eg. If your name is Ramesh Kumar with sequence number 1 then enter

RA00000001 in the PAN field.

Dividend

Bank Details

OR Date of

Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in

your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter

the member id / folio number in the Dividend Bank details field as mentioned in

instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members

holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily

enter their login password in the new password field. Kindly note that this password is to be also used by the demat

holders for voting for resolutions of any other company on which they are eligible to vote, provided that company

opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other

person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in

this Notice.

(xi) Click on the EVSN 160908019 for the TENTIWALA METAL PRODUCTS LIMITED.

http://www.evotingindia.com/



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(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.

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

implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box 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.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xvii) 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 the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-

Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app

while voting on your mobile.

(xix) 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 to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and 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 in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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

CONTACT DETAILS

COMPANY TENTIWALA METAL PRODUCTS LIMITED

“DELHI MASANI ROAD, RADHEY SHYAM COLONY, MATHURA-281003

E-MAIL:- [email protected], [email protected]

REGISTRAR AND SKYLINE FINANCIAL SERVICES PRIVATE LIMITED

TRANSFER AGENT 4A9, GUNDHECHA ONCLAVE, KHERANI ROAD, SAKINAKA, MUMBAI-

400072.

E-MAIL:- [email protected]

E-VOTING AGENCY CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED

E-MAIL:- [email protected]

SCRUTINIZER M/S. VIJAY MOURYA & ASSOCIATES

(COMPANY SECRETARIES) E-MAIL:[email protected],











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NOTICE OF BOOK CLOSURE

Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of SEBI (LODR) Regulations, 2015, the

Register of Members and the Share Transfer books of the Company will remain closed from Friday, 23rd September, 2016 to

Friday, 30th September, 2016 (both days inclusive) for the purpose of ensuing AGM to be held on Friday, 30th September, 2016.

Place : Mathura By Order of the Board of Directors

Date :8th September, 2016 For TENTIWALA METAL PRODUCTS LIMITED

SD/-

Parag Sharma (Whole Time Director)

DIN: 00340419


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DIRECTOR’S REPORT

TO

THE MEMBERS,

Your Directors have pleasure in presenting the Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2016. Financial summary or highlights/Performance of the Company (Standalone) The Company’s financial performance, for the year ended March 31, 2016 is summarized below:

(Rs.)

Particulars 2014-15 2015-16

Total Income 37,43,26,983.38 43,33,03,613.34

Less: Expenditure & Depreciation (36,92,20,888.28) 43,06,66,864.95

Prior period items - -

Profit before Tax (PBT) 51,06,095.10 26,36,748.39

Less: Tax (25,68,280.21) (10,07,600.00)

Deferred Tax Asset 2,42,256.81 2,99,921.89

Profit After Tax (PAT) 27,80,071.70 19,29,070.28

Dividend Company has not declared any dividend during the Financial Year. Reserves No such amount has been proposed by the board to carry to any reserves. Details of Subsidiary/Joint Ventures/Associate Companies

Company has not any of its Subsidiary/Joint Ventures/Associate Companies during the Financial Year. Share Capital The paid up Equity Share Capital as on March 31, 2016 was Rs. 5,42,40,850/-. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

Fixed Deposits The Company has not accepted any fixed deposits during the year under report.

Risk management policy Not applicable to the company.

Statement on Declaration given by Independent Directors: The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6) Particulars of Loans, guarantees or Investments u/s 186 Company has not transacted any business u/s 186 during the financial year.


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Material Changes and Commitments, if any: There were no material changes and commitments have been occurred between the end of the financial year of the company to which the financial statements relate and date of signing of board report affecting the financial position of the company. Brief description of the Company’s working during the year/State of Company’s affair During F/Y 2015-16, your company has generated total revenue of Rs. 43,33,03,613.34/- Change in the nature of business, if any

The name of the company has been change from “M/s Tentiwal Wire Prooducts Limited” to “M/s Tentiwala Metal Products Limited” vide ROC approval dated 30th October, 2015 No other Change in the nature of the business of the Company done during the year.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and

company’s operations in future

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Corporate Governance

Your company has been complying with the principles of good corporate governance over the years and is committed to the highest standard of compliance, pursuant to the listing agreement read with regulation 15 (2) of SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause (b) to (i) of regulation 46 (2) and para C, D, E of schedule V shall not apply to the company. However, as a good corporate governance practice the company has generally complied with the corporate governance requirements. The detailed corporate governance report is appended to the director’s report vide Annexure-I. Director’s Remuneration Policy and criteria for matters under section 178 The policy formulated by nomination and remuneration committee is disclosed on the company’s website i.e. www.tentiwal.com and also appended to Corporate Governance report vide Annexure- I (A) & I (B). Management Discussion and Analysis Report:-

The Management Discussion and Analysis, is appended to the Corporate Governance Report vide Annexure I-C. Board and Audit Committee The details regarding number of board meetings held during the financial year and composition of Audit Committee is appended hereto.

Annual Listing Fee

The Company has paid the annual listing fees for the financial year 2016-2017 to Bombay Stock Exchange Limited on or before the due date. Details of establishment of vigil mechanism for directors and employees The details of establishment of vigil mechanism for directors and employees to report genuine concerns is disclosed on the company’s website i.e. www.tentiwal.com and also made part of Corporate Governance report. Particulars of Contracts or arrangements with related parties u/s 188 During the year, the Company did not enter into any material transaction with related parties, under Section 188 of the Companies Act, 2013. All transactions entered into by the Company with the related parties were in the ordinary course of business and on an arm’s length basis. Form AOC-2, as required under Section 134 (3) (h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report vide Annexure-II.

Further, the Company’s policy on Related Party Transactions is attached as part of this report vide Annexure-II (A).

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- III and is attached to this report




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Disclosure under the Sexual Harassment of Women at workplace (prevention, prohibition and redressal) act, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2015-16.

Directors and KMP: A) Formal Annual Evaluation

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3) (p) of the Companies Act, 2013. B) Directors Liable to retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Parag Sharma, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. C) Changes in Directors and Key Managerial Personnel during the F/Y

Name of the Director DIN/PAN Designation Date of

Appointment

Date of

Cessation

Jainendra Kr. Katara 06676568 Non Executive-Independent Director - 09/05/2015

Mr. Manoj Pandey AKXPV0130F Non Executive Director 24/08/2015 23/04/2016

Mr. Govind Sharma 06996971 Non Executive-Independent Director - 24/10/2015

Remuneration to Directors and KMP

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be providing upon request.

Particulars of Employees: We are having no employees in respect of whom we are required to give Information in accordance with the Rule (5) (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Extract of the annual return

The details forming part of the extract of the Annual Return in form MGT9 is annexed herewith as ANNEXURE-IV

Statutory Auditors The existing auditor M/s B.B. Agrawal & Co., Chartered Accountants (Firm Registration Number: 000597C), has been appointed as statutory auditors of the company at the Annual General Meeting held on 30.09.2015 until the conclusion of next Annual General Meeting. Auditors’ Report The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Pramod Kumar Sharma, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2015-2016. The Secretarial Audit Report is appended to this report vide ANNEXURE-V.

Directors’ Responsibility Statement The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation

relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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


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(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Place : Mathura For TENTIWALA METAL PRODUCTS LIMITED Date : 30th May, 2016

Sd/- Sd/-

Radha Pad Tentiwala Kumkum Tentiwala

(Managing Director) (Whole Time Director)

DIN: 00132785 DIN: 00132858


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ANNEXURE I

CORPORATE GOVERNANCE

Corporate Governance is the commitment of an organization to follow ethics, fair practices and transparency in all its dealing with its various stakeholders such as Customers, Employees, Investors, Government and the Society at large. Sound Corporate Governance is the result of external market place commitment and legislation plus a healthy board culture which directs the policies and philosophy of the organization. Our Company is committed to good Corporate Governance in all its activities and processes. COMPANY’S PHILOSOPHY TMPL’S philosophy is to view Corporate Governance principles in true letter and genuine spirit rather than mere compliances of norms. Corporate Governance has been considered as a business strategy as this adds considerable value to the company both internally and externally. The Corporate Governance principles implemented by TMPL seek to protect, recognize and facilitate shareholders rights and ensure timely and accurate disclosure to them. Our Corporate Governance Philosophy Is Based On The Following Principles:

• Satisfy the spirit of the law and not just the letter of the law. Corporate governance standards should go beyond the law.

• Be transparent and maintain a high degree of disclosure levels.

• Make a clear distinction between personal conveniences and corporate resources.

• Communicate externally, in a truthful manner, about how the Company is run internally.

• Comply with the laws in all the countries in which we operate.

• Have a simple and transparent corporate structure driven solely by business needs.

• The Management is the trustee of the shareholders’ capital and not the owner.

The Board of Directors (‘the Board’) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance. The disclosure requirements of the Listing Agreement entered on the listing of equity shares of the Company on stock exchanges are given below: As per Listing Agreement with the Bombay Stock Exchange, the Report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report.

The company agrees to comply with the following provisions:

1. BOARD OF DIRECTORS

(A) Composition of Board

As on 31 March 2016, TMPL’S Board consists of eight members including the chairman, an executive Director, Four were non-executive independent directors and Four were executive directors (including one women director). The Board has no institutional nominee directors. The composition of the Board as on March 31, 2016 is in conformity with Listing Agreement enjoining specified combination of Executive and Non-Executive Directors, with not less than 50 percent of the Board comprising of Non-Executive Directors and at least one-third comprising of Independent Directors for a Board chaired by Executive Director, as shown in the table 1:

Board Procedure: The Agenda is circulated well in advance to the Board members. The items in the Agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. To enable the Board to discharge its responsibilities effectively, the Managing Director apprises the Board at every meeting on the overall performance of the Company. In addition to the information required under Listing Agreement, the Board is also kept informed of major events / items wherever necessary.

Compliance: During the financial year ended on 31st March, 2016 nine meetings of the Board of Directors were held and the gap between two meetings did not exceed four months. The Board meetings were held on: 9.05.2015, 30.05.2015, 24.08.2015, 05.09.2015, 24.10.2015, 14.11.2015, 01.01.2016, 20.01.2016, 31.03.2016. The last Annual General Meeting was held on 30th September, 2015.


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TABLE 1: Composition of the Board and attendance record of Directors for 2014-15

Name of Director Position Board meeting Attended AGM Attended

Neelesh Tentiwala Executive 9 Yes Radha Pad Tentiwala Executive 9 Yes Kumkum Tentiwala Executive 9 Yes Parag Sharma Executive 9 Yes Anil Kulshreshtha Non Executive 5 Yes Nand Kumar Misra Non Executive 2 Yes Subhash Chand Non Executive 2 - Govind Sharma* Non Executive 1 - Manoj Pandey* Additional Director - -

Ms. Govind sharma has been resigned on 24/10/2015 while Mr. manoj pandey has been resigned on 04/04/2016.

2. AUDIT COMMITTEE 2.1 Composition of Audit Committee

The Audit Committee comprises of One Executive Directors and Two Non Executive Independent Directors.

Name of Director Position No. of meeting Attended

Mr. Subhash Chand Chairman, Non Executive-Independent Director 3/3 Mr. Anil Kulshreshtha Non Executive-Independent Director 3/3 Mr. Neelesh Tentiwala Whole Time Director 3/3

Company Secretary acts as Secretary of the Audit Committee.

Except Mr. Neelesh Tentiwala, Executive Director of the company all members of the Audit Committee are independent, non-executive directors and are ‘financially literate’. Moreover, the Chairman and members of Audit Committee have ‘accounting or related financial management expertise’. In addition to the members of the Audit Committee, these meetings were attended by the heads of finance, internal audit functions and the statutory auditor of the Company and those executives who were considered necessary for providing inputs to the Committee. The terms of reference of Audit Committee as approved by Board are as required under Companies Act, 2013 and Listing Agreement.

3.1 NOMINATION & REMUNERATION COMMITTEE:

3.2 Composition of Committee & attendance record:- During the year under review, the Committee was met on 24th August, 2016


Mr. Subhash Chand Chairman, Non Executive-Independent Director 1/1 Mr. Anil Kulshreshtha Non Executive-Independent Director 1/1 Mr. Nand Kumar Misra Chairman, Non Executive-Independent Director 1/1

Company Secretary acts as Secretary of the Nomination & Remuneration Committee. 3.2 Terms of Reference:- The Nomination, Compensation and Remuneration Committee has formulated criteria for evaluation of the Board and non-independent directors for the purpose of review of their performance at a separate meeting of the Independent Directors. Further, the Committee has recommended a policy relating to the remuneration of the directors, key managerial personnel and other employees which, inter alia, includes the principles for identification of persons who are qualified to become directors.

The criteria laid down for performance evaluation of the directors as approved and adopted by the Board, are attached as part of this report vide ANNEXURES I-A respectively.

3.3 Remuneration Policy:- The Policy laid down for Remuneration of Directors, KMP and other Employees as approved and adopted by the Committee, are attached as part of this report

vide ANNEXURES I-B respectively


Page | 14

3.4 Details of remuneration to all the Directors:- Particulars of Remuneration of Directors for the year ended 31st March, 2016:

Name of Directors Salary & Perquisites (Rs.) Radha Pad Tentiwala 5,88,370/- Neelesh Tentiwala 2,72,718/- Kumkum Tentiwala 3,86,571/- Parag Sharma 2,72,718/-

4. SHAREHOLDER’S/INVESTOR’S GRIEVANCE AND SHARE TRANSFER COMMITTEE 4.1 Composition of Committee and attendance record for the F/Y 2015-16:-


Mr. Subhash Chand Chairman, Non Executive- Independent Director 1/1

Mr. Anil Kulshreshtha Non Executive-Independent Director 1/1

Mr. Radha Pad Tentiwala Whole Time Director 1/1

Company Secretary acts as Secretary of the Shareholder’s/ Investor’s Grievance and Share Transfer Committee.

4.2 Terms of Reference:-

The current terms of reference of the Committee are as follows:

i. To allot the equity shares of the Company,

ii. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

iii. Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of dividends etc;

iv. Issue of duplicate / split / consolidated share certificates;

v. Allotment and listing of shares;

vi. Review of cases for refusal of transfer / transmission of shares and debentures;

vii. Reference to statutory and regulatory authorities regarding investor grievances;

viii. And to otherwise ensure proper and timely attendance and Redressal of investor queries and grievances.

4.2 Details of shareholder’s Complaints:

Details of Complaints Received No.

Number of Shareholders’ Complaints received From 01.04.15 to 31.03.2016 0 Number of Complaints not solved to the satisfaction of the shareholder 0 Number of Pending Complaints on 31.03.2016 0

5. SEPARATE MEETING OF INDEPENDENT DIRECTORS: In compliance with Schedule IV to the Companies Act, 2013 and revised Listing Agreement, the Independent Directors held their separate meeting on 31st March, 2016, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

i. review the performance of non-independent directors and the Board as a whole; ii. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; and

iii. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.


Page | 15

6. PARTICULARS OF AGM HELD DURING LAST THREE YEAR:

Year Date Time Place of Meeting Number of Special Resolution Passed

2014-15 30.09.2015 10:30 A.M. Registered office 2

2013-14 22.09.2014 10:30 A.M. Hotel Brijwasi Lands Inn, delhi Masani Road, Mathura-281003

NIL

2012-13 26.08.2013 10:00 A.M. Registered office 4

During the year under review, no resolution was put through by Postal Ballot

7. PARTICULARS OF EGM HELD DURING YEAR: No Extra Ordinary General Meeting was held during financial year 2015-16

8. EXCLUSIVE EMAIL ID : Further company has designated exclusive email id: [email protected] of grievance Redressal service department exclusively for the purpose of registering

complaints by investor. For prompt disposal of any query or any matters Shareholders may contact to the Registrar and Share Transfer Agent and under the

above referred email id.

9. WHISTLE BLOWER POLICY Company adopted a Whistle Blower Policy and established the necessary vigil mechanism for Directors and Employees to report concerns about unethical behavior. The mechanism provides for adequate safeguards against victimization. Further, no person has been denied access to the Audit Committee. Vigil mechanism is posted on the website of the company i.e. www.tentiwal.com.

10. DISCLOSURE:- 10.1 Disclosure of Mater ial Transactions: - Related Par ty Transaction There were no material Related Party transactions conducted between Company and its Promoters, Directors or the Management and their relatives.

10.2 Details of Non Compliance:- The Company has complied with the necessary requirements and no penalties or strictures were imposed on the Company either by SEBI, Stock Exchanges or any statutory authority on any matter related to capital markets during the last three years.

10.3. Non Mandatory Requirements:- The Company is complying with all the mandatory requirements laid down in the Listing Agreement. In addition the Company has also complied with Non Mandatory requirements which have been disclosed at the relevant places.

10.4 Accounting Treatments:- The Company has adopted accounting treatments which are prescribed by the Accounting Standard.

10.5 CEO/CFO Cer tification:- Managing Director, Shri. Radha Pad Tentiwala and Chief Financial Officer Smt. Deepti Tentiwala, has certified to the Board with respect to the financial statement, internal controls and other matters as required by SEBI (LODR) Regulations, 2015.

10.6 Auditor ’s Cer tificate on Corporate Governance:- The Company has obtained a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance prescribed under Listing agreement with Stock Exchanges which forms part of this report.

10.8 Code of Conduct:- The Company has adopted a code of conduct for its directors and designated senior management personnel. All the Board members and senior management personnel have agreed to follow compliance of code of conduct.

10.9 Management Discussion and Analysis Repor t:- It form part of Corporate Governance report vide ANNEXURE I-C




Page | 16

10.10 Insider Trading:- The Company had in place a ‘Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices’, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended.

11. MEANS OF COMMUNICATION

Half Yearly / Annual Results are filed with BSE and are posted on the website of the company within reasonable time limits. The Half Yearly Financial Statements, Corporate Governance Reports & Half Yearly Shareholding Pattern statements and Annual Report are available on websites of BSE. The same are also available on the Company's website http://www.tentiwal.com.

A separate dedicated section under “Investor’s Corner” on the Company's Website gives information on unclaimed dividend, Half Yearly/quarterly Compliances with the Stock Exchanges and other relevant information of interest to the Shareholders.

12. GENERAL SHAREHOLDER INFORMATION

1) Annual General Meeting:-

Date 30th September, 2016 Venue Registered Ofice Time 10:30 A.M. Last date for receipt of Proxy Wednesday, 28th September, 2016 (Before 10:30 A.M.) Posting of Annual Report Thursday, 8th September, 2016

2) Financial Year :- 1st April, 2015 to 31st March, 2016

3) Book Closure :-

Book Closure Date 23rd September, 2016 to 30th September, 2016 (both days are inclusive)

4) Dividend:-

No Dividend has been declared during the Financial Year 2015-16

5) Listing of Equity Shares On the Stock exchanges :- Bombay Stock Exchange Limited, SME

6) Annual Listing Fee:- Annual Listing Fee for the F/Y 2016-17 to above-mentioned Stock exchange has been paid within prescribed time period.

7) Stock Code:-

The ISIN allotted to the Company’s equity share of Face value of Rs. 10/- each the Depository system is INE486P01011. Scrip code of the Company is 537119 allotted by Bombay Stock Exchange Ltd. (SME)

8) Details Of Director Seeking Re-Appointment At The Forthcoming Annual General Meeting (In Pursuant Of SEBI

(LODR) REGULATIONS, 2015)

Name of Director

Mr. Parag Sharma

DIN

00340419

Date of Birth

16T June, 1976

Nationality

Indian

Date of Appointment

21st December, 2010

Qualification

B.Sc. & PGDBA

Expertise in Specific Functional Areas

Management & Administration

Shareholding in the Company as on the date of this Notice

3.17%



Page | 17

List of other public limited companies in which directorship held on the date of this Notice

None

Chairman/ Member of the Committees of the Board across all public Companies of which he is a Director as on the date of this Notice

None

Relationships between Directors interse Son in law of Mr. Radha Pad Tentiwala & Mrs. Kumkum Tentiwala

9) Distribution of Shareholding as on 31st Day of March, 2016:-

Total Holders

Range No. of shares Number of shareholders

% to Total no of shares

>500 300 1 0.006%

500-1000 900 1 0.017%

1001-2000 1500 1 0.028%

2001-3000 0 0 0.000% 3001-4000 0 0 0.000%

4001-5000 0 0 0.000%

5001-10000 520000 52 9.587% 10001 and above 4901385 42 90.363%

TOTAL 5424085 100%

10) Market Price Data as on 31st Day of March, 2016:-

BSE

MONTH HIGH LOW VOLUME

APRIL 10.05 9.90 30000

MAY - - -

JUNE - - -

JULY - - -

AUGUST 9.95 7.96 50000

SEPTEMBER 9.00 9.00 20000

OCTOBER - - -

NOVEMBER - - -

DECEMBER - - -

JANUARY - - -

FEBRUARY 9.98 5.95 80000

MARCH 7.14 4.78 130000


Page | 18

11) Shareholding pattern as on 31.03.2016:-

Category No. of Shares Value of Shares % of Shares

Promoters and Group Promoters 3252685 32526850 59.97%

Bodies Corporate 60000 600000 1.10%

Market Makers 360000 3600000 6.64%

Individual Shareholders holding nominal

capital up to Rs. 2 lakh

722700 7227000 13.32%

Individual Shareholders holding nominal

capital excess of Rs. 2 lakh

1028700 10287000 18.97%

12) Dematerialization of shares and Liquidity Distribution as on 31.03.2016:-

Share Capital No. of shares % of Shares

Listed Capital 5424085 100.00

Held in Dematerialized form:-

NSDL 290000 5.346%

CDSL 4906385 90.464%

Held in Physical Form 227700 4.190%

Total 5424085 100.00%

13) Registered Office:- The registered office of the Company situated at Radhey Shyam Colony, Delhi Masani Road, Mathura, 281003.

14) Registrar and Transfer Agents: -

- Sharepro Services (India) Private Limited, 13AB, Samhita Warehousing Complex, 2nd floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai-400072, Ph. No.-022-61915400/5402

- As per SEBI order dated 22/03/2016 company is in process to appoint M/s Skyline Financial Services Pvt. Ltd, 4A9, Gundhecha Onclave, Kherani Road, Sakinaka, Mumbai-400072 as its (From 1st September, 2016)

15) Share Transfer System:- Share Transfer in physical form can be lodged with the Sharepro Services (India) Private Limited at abovementioned address or at registered office of the Company. 16) Address for Correspondence:-

Tentiwala Metal Products Limited, Radhey Shyam Colony, Delhi Masani Road, Mathura-281003

COMPLIANCE WITH NON-MANDATORY REQUIREMENTS OF L ISTING AGREEMENT:

• The Chairman of the Company is entitled to seek any advice and consultancy in relation to the performance of his duties and is also entitled to claim reimbursement of the expenses incurred in this regard and other office facilities.

• The Board has set up a Remuneration Committee.

• Presently, half yearly financial performance is not being sent to each shareholder.

• The Company believes and maintains its accounts in transparent manner and aims at receiving unqualified report from the Auditors on the financial statement of the Company.

• As regard training of Board members, the Directors on the Board are professionals having wide range of expertise in diverse fields. They keep themselves abreast with the latest developments in the field of Management, Technology and Business Environment through various symposiums, seminars, etc.


Page | 19

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members,

Tentiwala Metal Products Limited,

Dear Shareholders,

We have examined the compliance of conditions of Corporate Governance by Tentiwala Metal Products Limited, for the year ended on 31st

March 2016, as stipulated in Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing

Agreement of the said Company with Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a

review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the

Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by

the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in

Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said

Company with Stock Exchanges.

We further state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with

which the management has conducted the affairs of the Company.

FOR M/S B.B. Agrawal & Co.

(Chartered Accountants)

Sd/-

B.B. Agrawal

Partner

FRN No.: 000597C

Date: 30th May, 2016

Place: Mathura


Page | 20

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER’S CERTIFICATION

To,

The Board Of Directors,


We, undersigned, in our respective capacities in Tentiwala Metal products Limited hereby certify that:

(A) We have reviewed financial statements and the cash flow statement for the financial year ended 31st March, 2016 and that to the best of their

knowledge and belief: - these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; - these statements together present a true and fair view of the listed entity’s affairs and are in compliance with existing accounting standards,

applicable laws and regulations.

(B) There are, to the best of their knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entity’s code of conduct.

(C) We accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

(D) We have indicated to the auditors and the Audit committee - significant changes in internal control over financial reporting during the year; - significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements;

and - instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee

having a significant role in the listed entity’s internal control system over financial reporting. Sd/- Sd/- Place: Mathura Date: 30th May 2016 Radha Pad Tentiwala Deepti Tentiwala

(Managing Director) (CFO) DIN No.: 00132785

Address: 45-A, Jagannath Puri, Mathura, 281001, Uttar Pradesh

COMPLIANCE WITH CODE OF CONDUCT

As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and Senior Management Personnel have confirmed compliance with the Code of Conduct for the year ended March 31, 2016. Sd/- Place: Mathura

Date: 30th May, 2016 Radha Pad Tentiwala (Managing Director) DIN No.: 00132785

Address: 45-A, Jagannath Puri, Mathura, 281001, Uttar Pradesh


Page | 21

ANNEXURE I-A

CRITERIA FOR EVALUATION

CRITERIA FOR EVALUATION OF THE BOARD AND NON-INDEPENDENT DIRECTORS AT A SEPARATE MEETING OF INDEPENDENT DIRECTORS

1. Composition of the Board and availability of multi-disciplinary skills.

Whether the Board comprises of Directors with sufficient qualifications and experience in diverse fields to make SF a versatile institution.

2. Commitment to good Corporate Governance Practices

a) Whether the company practises high ethical and moral standards.

b) Whether the company is fair and transparent in all its dealings with the stake holders.

3. Adherence to Regulatory Compliance

Whether the company adheres to the various Government regulations.....Local, State and Central, in time

4. Track record of financial performance

Whether the Company has been consistently recording satisfactory and profitable financial performance year on year adding to share holder value.

Whether the Company is transparent in all its disclosures on financial data.

5. Grievance redressal mechanism

Whether a proper system is in place to attend to the complaints / grievances from the shareholders, depositors, customers, employees and others quickly and fairly.

6. Existence of integrated Risk Management System

Whether the Company has an integrated risk management system to cover the business risks

7. Use of Modern technology

Whether the Company has an Integrated IT strategy and whether there is any system for periodical technology upgradation covering both hardware and software.

Criteria for evaluation of Independent Directors by the entire Board:

1. Qualifications & Experience

2. Standard of Integrity.

3. Attendance in Board Meetings / AGM

4. Understanding of Company's business

5. Value addition in Board Meetings

Criteria for evaluation of the Audit Committee by the Board:

1. Qualification & Experience of members

2. Depth of review of financial performance

3. Oversight of Audit & Inspection

4. Review of regulatory compliance

5. Fraud monitoring


Page | 22

ANNEXURE I-B

DIRECTOR’S REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

1. Introduction

1.1 Tentiwala Metal Products Limited (TMPL) recognizes the importance of aligning the business objectives with specific and measureable individual

objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives: 1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company

successfully. 1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks. 1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives

appropriate to the working of the company and its goals.

2. Scope and Exclusion: 2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of

the directors, key managerial personnel and other employees of the Company.

3. Terms and References: In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a director appointed to the Board of the Company.

3.2 “Key Managerial Personnel” means:

i. the Chief Executive Officer or the managing director or the manager; ii. the company secretary;

iii. the whole-time director; iv. the Chief Financial Officer; and v. such other officer as may be prescribed under the Companies Act, 2013

3.3 “Nomination and Remuneration Committee” means the committee constituted by TMPL’S Board in accordance with the provisions of

Section 178 of the Companies Act, 2013 and Clause 52 of the Equity Listing Agreement.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration

payable to the Executive Directors of the Company within the overall limits approved by the shareholders. 4.1.2 The Board, on the recommendation of the Nomination and Remuneration Committee, shall also review and approve the remuneration

payable to the Key Managerial Personnel of the Company.

4.1.3 The Company pays remuneration to its Managing Directors, Executive Directors and KMP’s by way of Salary. The remuneration is

approved by the Board and is within the overall limits approved by the shareholders u/s 197 of the Companies Act, 2013 or in case of No profit or inadequacy of profit within the overall limits of Schedule V of the Companies Act, 2013.

4.2 Remuneration to Non-Executive Directors:

4.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration

payable to the Non Executive Directors of the Company within the overall limits approved by the shareholders. 4.2.2 Non-Executive Directors may be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The Non

Executive Directors may also be entitled to profit related commission in addition to the sitting fees.

4.3 Remuneration to other employees 4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and

responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

ANNEXURE I-C


Page | 23

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management's views on the Company's performance and future possibilities are discussed below:

INDUSTRY OUTLOOK : WIRE:- The Company produces Winding Wires made of Copper which are used in the manufacture of both rotating and static electrical equipments. Though there are number of players in the Industry including many in SSI sector, due to quality of our products and long standing relationship with OEM customers, we continue to remain Industry-Leader. Despite adverse operational conditions prevailing in the country, we have performed well. The overall capacity utilization of the Industry in the Country is marginally lower than the previous year. This is due to the sluggish demand from Electrical Equipment Manufacturing Sector which did not have adequate orders from Electric-Power Sector and infrastructural projects. Both Industrial & economic structure of the Industry remains affected due to high Cost of input, inflation, substantial volatility in Forex.

ALUMINIUM:-

• For the period between 2010 to 2016, India would be the only country in the world registering a compounded annual growth rate in the consumption of aluminium. This would be a little above 1%. While China will slow down sharply, USA would remain stagnant for this corresponding period.

• Companies in India are investing heavily in the aluminium sector. Hindalco Industries Ltd which is Asia's largest integrated primary producer of aluminium has already made a capital expenditure of US$ 5.5 billion, since 2009. This is a sure sign of dynamism in this sector.

• The planned investment of over US$ 1 trillion in infrastructure over the period 2012-2017, as per the 12th five year plan, would provide a gre at opportunity to the aluminium industry.

• India's consumption of aluminium has grown at a CAGR of 15%, in the last 5 years.

• In terms of aluminium consumption, power sector would lead the way, in the years ahead.

• Strong trends also visible in areas like automotive, food packaging and electrical. For example tetra packs will grow at 22% p.a., in India. Aluminium industry would be a direct beneficiary of this.

• India is importing aluminium products from various countries, across the world. The major items being imported are aluminium processing machinery, raw materials, surface treatment materials and plates/sheets/foils.

THE ALUMINIUM INDUSTRY IN INDIA India with its abundant supply of quality bauxite and low cost labour has established itself as a low cost producer of primary aluminium. Global primary aluminium production in 2012 was 45.2 million tonnes, with China accounting for an astounding 19.8 million tonnes or 44%. However, in India, the production of primary aluminium has stagnated around the 1.6 to 1.7 million tonne mark for the last three years. The three primary aluminium producers, viz. Hindalco, Vedanta and Nalco have expansion plans as well as greenfield projects that should take the production to 2.5 to 3.0 million tonnes in the foreseeable future.

Import and export of primary aluminium in India have increased over the years and kept pace with each other, making the sector increasingly globalised.

http://blog.alcircle.com/2013/09/03/the-aluminium-industry-in-india-a-brief-review/

http://blog.alcircle.com/wp-content/uploads/2013/09/Primary-aluminium-production.jpg

http://blog.alcircle.com/wp-content/uploads/2013/09/Primary-aluminium-import-export.jpg


Page | 24

Recycled (secondary) aluminium production has surged in India, driven strongly by the demand for castings from the automotive sector. As the generation of aluminium scrap is limited within the country, scrap imports have grown significantly. However, the recent imposition of 2.5% customs duty on aluminium scrap import will act as a damper and some slow-down in the recycled aluminium sector can be foreseen. The total aluminium usage (primary plus secondary) in the country is estimated at around 2.5 million tonnes in 2012. The principal user segment in India for aluminium continues to be electrical & electronics sector followed by the automotive & transportation, building & construction, packaging, consumer durables, industrial and other Applications including Defense.

ompany is basically dealing with two kind of products i.e.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE: Your Company is basically dealing with two kinds of products i.e. Winding Wires made of Copper and Aluminium Extrusion. Despite adverse operating condition, we have almost maintained production level. Sale income is marginally lower. Profit during the year under review is lower due to higher depreciation.

OPPURTUNITIES AND THREATS:

Increasing global and indigenous demand of our product segments is certainly is good growth indicator for us but ever increasing debt & cost of principal raw materials is a worry in the future to come.

M ATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS INCLUDING NUMBER OF PEOPLE EMPLOYED: Industrial relations during the year were generally satisfactory.

INITIATIVES: At TWPL our main focus is on delivering utmost quality products to our diversified clientele; further to bring down our cost of production we are focusing mainly on capacity expansion so as to bring more economies of scale.

CAUTIONARY STATEMENT Statements in this Management Discussion and Analysis describing the company objectives, estimates and expectations may be Forward Looking statements within the meaning of applicable laws and regulations. Actual performance may differ substantially or materially from those expressed or implied DISCLAIMER: THE ABOVE MENTIONED REPORT IS BASED ON INTERNET SOURCE.

http://blog.alcircle.com/wp-content/uploads/2013/09/Aluminium-usage-by-end-use-sector2012.jpg


Page | 25

ANNEXURE II

FORM NO. AOC-2 (PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2) OF THE COMPANIES

(ACCOUNTS) RULES, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1)

of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM ’S LENGTH BASIS

All transactions entered into by the Company during the year with related parties were on an arm’s length basis.

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM ’S LENGTH BASIS

The transactions entered into by the Company during the year with related parties on an arm's length basis were not material in nature.

Place: Mathura SD/-

Date: 30/05/2016 Radha Pad Tentiwala

(Managing Director)

ANNEXURE II-A

POLICY ON RELATED PARTY TRANSACTIONS

The Company shall enter into transactions with related parties only on arm’s length basis, supported by agreement or formal letter. If the transaction is not on arm’s length basis, then, necessary compliances under Companies Act, 2013 and / or Listing Agreement will be adhered to. For the purpose of the above clause, transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the company as per the last audited financial statements of the company


Page | 26

ANNEXURE III

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies

(Accounts) Rules, 2014.

Conservation of Energy:

The Company has taken necessary measure to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

The company has employed state-of-the-art technology, wherever applicable.

Expenditure on R & D : NIL

Foreign Exchange Earning and Outgo:

Earnings : NIL

Outgo : NIL


Page | 27

Annexure-IV

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31/03/2016 [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:

1) CIN: L31101UP1994PLC016107

2) Registration Date: 09/02/1994

3) Name of the Company: Tentiwala Metal Products Limited (Formerly “ Tentiwal Wire Products Limited”)

4) Category / Sub-Category of the Company: Company limited by shares

5) Address of the registered office and contact details: Delhi Masani Road, Radhey Shyam Colony, Mathura- 281003

6) Whether listed company Yes / No : YES

7) Name, Address and Contact details of Registrar and Transfer Agent, if any: Sharepro Services (India) Private Limited, 13AB, Samhita Warehousing

Complex, 2nd floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai-400072, Ph. No.-022-

61915400/5402

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company

1. Aluminium Extrusion 76042100/76042930 65.15%

2. Submersible Winding Wire 85441100 34.45%

3. Others - 0.4%

TOTAL 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary / Associate % of shares held Applicable Section

N.A

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

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the end of the year (As on 31-03-2016)

No. of Shares held at the beginning of the year (As on 01-04-2015)

% Change

during the year

Demat Physical Total % of total shares

Demat Physical Total % of total shares

A. Promoters (1) Indian

a) Individual/HUF

3252685

Nil

3252685

59.97%

3252685

Nil

3252685

59.97%

NIL

b) Central Govt

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

c) State Govt(s)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil


Page | 28

d) Bodies Corp

Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

f) Any Other Nil

Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (A) (1):- 3252685 NIL 3252685

59.97% 3252685 NIL 3252685

59.97% NIL

(2) Foreign

a) NRIs - Individuals Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

b) Other – Individuals

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

c) Bodies Corp.

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

d) Banks / FI

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

e) Any Other….

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Sub-total (A) (2):- Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Total shareholding of Promoter

(A) = (A)(1)+(A)(2)

3252685

NIL

3252685

59.97%

3252685 NIL

3252685

59.97%

Nil

B. Public Shareholding

1.Institutions

a) Mutual Funds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

b) Banks / FI

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

c) Central Govt

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

d) State Govt(s)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

e) Venture

Capital Funds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

f) Insurance

Companies

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

g) FIIs

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

h) Foreign

Venture Capital Funds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(i) Others (Market Makers)

360000 Nil 360000 6.64% 410000 Nil 410000 7.56 (0.92)%

Sub-total (B)(1):-

360000 Nil 360000 6.64% 410000 Nil 410000 7.56 (0.92)%

2. Non Institutions

(a) Bodies Corp.

i) Indian 60000

Nil

60000

1.11%

60000

NIL

60000

1.11%

Nil

ii) Overseas

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil


Page | 29

(b) Individuals

i) Individuals (capital<= Rs. 1 Lakh)

1363700 77700 1441400 26.57% 1313700 77700 1391400 25.65% 0.92%

ii) Individuals (capital> Rs. 1 Lakh)

160000 150000 310000 5.71% 160000 150000 310000 5.71% Nil

(c) Other (specify) Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Sub Total (B)(2):-

1583700 227700 1811400 33.39% 1533700 227700 1761400 33.47% 2.03%

Total Public Shareholding

(B)=(B)(1)+(B)(2)

1943700 227700 2171400 40.03% 1943700 227700 2171400 40.03% Nil

C. Shares held by Custodian for GDRs & ADRs

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Grand Total (A+B+C) 5196385 227700

5424085

100%

5196385

227700

5424085

100%

Nil

(ii) Shareholding of Promoters

Sl No Shareholder’s Name

Shareholding at the beginning of the year

(01.04.2015)

Shareholding at the end of the year

(31.03.2016)

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered to

total shares

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered

to total shares

% change in

share holding

during the year

1. Radha Pad Tentiwala 834600 15.39 Nil 834600 15.39 Nil Nil

2. Kumkum Tentiwala 800000 14.75 Nil 800000 14.75 Nil Nil

3. Radha Pad Tentiwala (HUF) 313800 5.78 Nil 313800 5.78 Nil Nil

4. Deepti Tentiwala 295000 5.44 Nil 295000 5.44 Nil Nil

5. Upasna Sharma 210200 3.87 Nil 210200 3.87 Nil Nil

6. Damyanti Sharma 180000 3.32 Nil 180000 3.32 Nil Nil

7. Neelesh Tentiwala 175200 3.23 Nil 175200 3.23 Nil Nil

8. Parag Sharma 172285 3.18 Nil 172285 3.18 Nil Nil

9. Neelesh Tentiwala (HUF) 125100 2.31 Nil 125100 2.31 Nil Nil

10. Pooja Sharma 76500 1.41 Nil 76500 1.41 Nil Nil

11. Arvind Kumar Sharma 20000 0.37 Nil 20000 0.37 Nil Nil

12. Bhawna Pachauri 15000 0.28 Nil 15000 0.28 Nil Nil

13. Dinesh Pachori 15000 0.28 Nil 15000 0.28 Nil Nil

14. Reema Sharma 10000 0.18 Nil 10000 0.18 Nil Nil

15. Sangeeta Pachori 10000 0.18 Nil 10000 0.18 Nil Nil

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

Sl.

No.

Shareholding at the beginning of the year

(01.04.2015)

Shareholding at the end of the

year

(31.03.2016)

No. of shares

% of total shares of the company

No. of shares

% of total shares of the

company

1. At the beginning of the year

N.A

2. Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease

At the End of the year


Page | 30

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

Sl.

No

Name of the Shareholders Shareholding at the beginning of the year-

01.04.2015

Cumulative Shareholding

during the

year- 31.03.2016

No. of shares

% of total shares of

the company

No. of

shares

% of total

shares of the

company

1. Hem Securities Ltd. 410000 5.53 % 410000 7.56%

2. Ashok Kumar Agarwal 160000 2.9498 160000 2.9498

3. Devendra Pachoriya (HUF) 150000 2.7654 150000 2.7654

4. Ashutosh Kumar Jaitley 95000 1.7514 95000 1.7514

5. Usha Rani Sharma 90000 1.6593 90000 1.6593

6. Saurabh Agrawal 90000 1.6593 90000 1.6593

7. Digent Prashant bamb 90000 0.5531 90000 1.6593

8. Bal Kishan Chaurasiya 75000 1.3827 75000 1.3827

9. Krishan Kumar 43700 0.8057 43700 0.8057

10. Ghanshyam Dubey 40000 0.7375 40000 0.7375

(v) Shareholding of Directors and Key Managerial Personnel:

Sl.

No.

Shareholding at the beginning of the

year 01.04.2015

Cumulative Shareholding during the

year 31.03.2016

For Each of the Directors and KMP

No. of shares

% of total shares

of the company

No. of shares

% of total shares of

the company

1. Radha Pad Tentiwala

(At the beginning and at the end of the year-

No change for the year ended 31.03.2016)

834600 15.3869 834600 15.3869

2. Kumkum Tentiwala



800000 14.7490 800000 14.7490

3.

4

Parag Sharma (At the beginning and at the end of the year- No change for the year ended 31.03.2016) Neelesh Tentiwala

(At the beginning and at the end of the year- No change for the year ended 31.03.2016)

172285

175200

3.1763

3.23

172285

175200

3.1763

3.23

5. Anil Kulshreshtha (At the beginning and at the end of the year- No change for the year ended 31.03.2016)

- - - -

6. Nand Kumar Misra



- - - -

7. Subhash Chand



1500 0.0277 1500 0.0277

8. Govind Sharma*



- - - -

9. Deepti Tentiwala



295000 5.44 295000 5.44

10. Rohit Verma (At the beginning and at the end of the year- No change for the year ended 31.03.2016)

- - - -

11. Manoj Sharma

(At the beginning and at the end of the year- No change for the year ended 31.03.2016)

- - - -

*Mr. Govind Sharma, have been resigned from the board on 24/10/2015.


Page | 31

V. INDEBTEDNESS

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

Secured Loans excluding

deposits

Unsecured Loans

Deposits Total Indebtedness

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

2589.26 Nil Nil

457.34 Nil Nil

Nil Nil Nil

3046.6 Nil Nil

Total (i+ii+iii)

2589.26

457.34

Nil

3046.6

Change in Indebtedness during the financial year

• Addition

• Reduction

6357.8 (6646.57)

404.07 Nil

Nil Nil

6761.87 (6646.57)

Net Change

(288.77) 404.07 Nil 115.3

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

2300.49 Nil Nil

861.41 Nil Nil

Nil Nil Nil

3161.9 Nil Nil

Total (i+ii+iii) 2300.49 861.41 Nil 3161.9

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.

No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount

(in Rs.)

Radha Pad

Tentiwala

Kumkum

Tentiwala

Neelesh

Tentiwala

Parag

Sharma

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

5,88,370 Nil Nil

3,86,571 Nil Nil

2,72,718 Nil Nil

2,72,718

15,20,377 Nil Nil

2. Stock option Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil

4. Commission - as % of profits - others

Nil Nil

Nil Nil

Nil Nil

Nil Nil

5. Others Nil Nil Nil Nil Total A 5,88,370

3,86,571

2,72,718

2,72,718

15,20,377


Page | 32

B. REMUNERATION TO OTHER DIRECTORS:

Sl.

No.

Particulars of Remuneration Name of Directors

Total

Amount

(In Rs.)

1. 1. Independent Directors Nand

Kumar

Misra

Anil

Kulshreshtha

Manoj

Pandey

Subhash

Chand

Govind

Sharma

• Fee for attending board / committee meetings

Nil Nil Nil Nil Nil Nil

• Commission Nil Nil Nil Nil Nil Nil

• Others Nil Nil Nil Nil Nil Nil

Total (1) Nil Nil Nil Nil Nil Nil

2. Other Non-Executive Directors

• Fee for attending board / committee meetings

Nil Nil Nil Nil Nil Nil

• Commission Nil Nil Nil Nil Nil Nil

• Others Nil Nil Nil Nil Nil Nil

Total (2) Nil Nil Nil Nil Nil Nil

Total (B) = (1)+(2) Nil Nil Nil Nil Nil Nil

Total Managerial Remuneration Nil Nil Nil Nil Nil Nil

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

Sl. No.

Particulars of Remuneration Key Managerial Personnel Total Amount (In Rs.) (In

Lacs)

Deepti Tentiwala (CFO)

Rohit Verma (Company Secretary)

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

3,25,000 Nil Nil

3,60,000 Nil Nil

6,85,000 Nil Nil

2. Stock option

Nil Nil Nil

3. Sweat Equity

Nil Nil Nil

4. Commission - as % of profits - others

Nil Nil

Nil Nil

Nil Nil

5. Others

Nil Nil Nil

Total A 3,25,000

3,60,000

6,85,000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

During the year 2015-16, there were no penalties/punishment/compounding of offences under Companies Act, 2013.


Page | 33

ANNEXURE-V

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2016

[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 AND RULE 9 OF THE COMPANIES (APPOINTMENT AND REMUNERATION PERSONNEL) RULES, 2014]

To,

The Members,

Tentiwala Metal Products Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Tentiwala Metal Products Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Company books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that-in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Tentiwala Metal Products

Limited for the financial year ended on 31st March, 2016 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder and the Companies Act, 1956 (to the extent applicable);

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the

Audit period);

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

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

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015;

c) The Company has not issued any securities during the year under review and hence the question of compliance of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 does not arise;

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) Not applicable to the company as the company did not have any

any scheme for its employees during the financial year under review.

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) Not applicable to the company as the company has not issued any debt securities during

the financial year under review.

f) The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) During the year under review, the Company has not delisted its Securities from an of the Stock Exchange in which it is listed and hence the compliance of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009, ( not

applicable as the company has not delisted its equity shares from stock exchange during the financial year under review)


Page | 34

h) The Company has not bought back any Securities during the period under review and hence the question of complying with the provisions of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 does not arise - Not applicable

as the company has not bought back any of its securities during the financial year under review.

i) Other laws specifically applicable to the company (As per Annexure-I)

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (with effect from

1st December, 2015);

During the period under review the Company has complied with the provisions of the Act:, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

With respect to Fiscal laws such as Income Tax, Central Excise Act, VAT Act, Central Sales Tax and Service Tax based on the information &

explanations provided by the management and officers of the Company and also on verification of reports of professionals including reports

of Internal Audit, I report that adequate systems are in place to monitor and ensure compliance of fiscal laws as mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and

Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were

carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days

in advance, and a system exist for seeking and obtaining further information and clarifications on the agenda items before the meeting and

for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the company for commensurate with the size and operations of the

company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Agra SD/-

Date: 30/05/2016 Pramod Kumar Sharma

(Company Secretary in Practice)

M. No.: 5461

CP No.: 4911


Page | 35

ANNEXURE-I

• Factories Act, 1948

• Industrial Disputes Act, 1947

• Payment of Wages Act, 1936 and other applicable

• The Minimum Wages Act, 1948

• Environment Protection Act, 1986 and other Environmental Laws

• Employees State Insurance Act, 1948

• Employers Liability Act, 1938

• Equal Remuneration Act, 1976

• Hazardous Wastes ( Management and Handling) Rules, 1989 and Amendment Rule, 2003

• Indian Contract Act, 1872

• Income Tax Act, 1961 and Indirect Tax Laws

• Indian Stamp Act, 1999

• Maternity Benefits Act, 1961

• Negotiable Instruments Act, 1881

• Payment of Bonus Act, 1965

• Payment of Gratuity Act, 1972

• Apprentices Act'1961

• Competition Act' 2002

• Consumer Protection Act'1986

• Indian Easements Act'1882

• Sale of Goods Act'1930

• Water (Prevention and Control of Pollution ) Act'1974

• Employee Provident fund and Miscellaneous Provisions Act'1952

Place: Agra SD/-

Date: 30/05/2016 Pramod Kumar Sharma

(Company Secretary in Practice)

M. No.: 5461

CP No.: 4911


Page | 36

INDEPENDENT AUDITOR’S REPORT

To the Members,


Mathura

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Tentiwala Metal Products Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss Statement and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements

The Company`s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act) with respect to the preparation and presentation of these financial statements that give true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Companies Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessments of the risk 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’s preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company`s Directors , as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March31,2016, and its profit and its cash flow for the year ended on that date.


Page | 37

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the order”) issued by the Central the Government of India in terms of sub- section (11)of Section 143 of the Act,we give in the annexure A,a statement on the matters specified in the paragraphs 3 and 4 of the order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanation which to the best of our knowledge and beliefs were necessary for the purpose of our audit:

(b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report arein agreement with the books of account;

(d) In our opinion, the aforesaid financial Statements comply with the accountingStandards 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 March 31, 2016,and taken on record by the Board of directors, none of the directors is disqualified as on March 31, 2016,from being appointed as a director in terms of Sections 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in `Annexure B’

(g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor`s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules,2014: (i) The Company does not have any pending litigations which would impact its financial position. (ii) The Company did not have any long-term contracts including derivative contracts for which there were any material

foreseeable losses. (iii)There were no Amounts which required to be transferred by the Company to the InvestorEducation and Protection Fund.

For B. B. Agrawal & Co. Chartered Accountants

(FRN. 000597C)

Place : Mathura

Date : 30/05/2016 Sd/-

(B.B.Agrawal)

(Partner)

Membership No. 015698


Page | 38

ANNEXURE TO THE AUDITOR’S REPORT

[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of Tentiwala Metal Products Limited on the accounts of the company for the year ended 31st March, 2016] On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that: (i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, fixed assets have been physically verified by them during the year in accordance with the regular programme of verification adopted by them which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and the basis of our examination of the records of the Company, the title deed of immovable properties are held in the name of the Company.

(ii) In respect of its inventory:

As explained to us, the inventories of finished goods, semi-finished goods. Stores,spares parts and raw material were physically verified during the year by Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.Accordingly, the provisions of clause 3(iii) (a),(b) and (c) of the order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The company has not received any public deposits during the year.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government under Section 148 (1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have n o t p r o p e r l y made and maintained. We have, however, not made a detailed examination of these records with a view to determining whether they are accurate or complete.

(vii) In respect of statutory dues: (a) According to the records of the company and information and explanations given to us, the Company has generally been regular

in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Service Tax, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax,

Custom Duty, Excise Duty, Sales-tax, VAT, Cess and other material statutory dues in arrears/were outstanding as at 31 March, 2016 for a period of more than six months from the date they became payable.

(c) There were no amounts which required to be transferred by the company to the Investor Education and Protection Fund.

Name of the statute Nature of dues Amount Period to which

the amount relates

Forum where

dispute is pending

Income TaxAct,1961

TDS, Tax, Interest and penalty

180/- Q-4 2010-2011 Traces Ghaziabad

Income TaxAct,1961


1,030/- Q-3 & Q-4 2011-2012

Traces Ghaziabad

Income TaxAct,1961


16,277/- Q-1,Q-2,Q-3 &Q-4 2012-2013

Traces Ghaziabad


Page | 39

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the

repayment of dues to financial institutions, banks and debenture holders. (ix) According to the information and explanations given by management, the Company as neither raised any monies by way of

initial public offer or further public offer (including debt instruments)during the year. According to the information and explanations given by the management, the Company has raised the term loans from bank and financial institution and were applied for the purpose for which they were raised.

(x) According to the information and explanations given by management, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) In our opinion and according to the information and explanations given to us, the Company has been paid/provided for the managerial remuneration in accordance with the requisite approval maintained in the section 197 read with Schedule V to the Act not provided for our verification

(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the order is not applicable. (xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with section 177

and 188 of the Act, where applicable, for all transactions with the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of the Companies Act, 2013. (xvi) According to the information and explanations given to us, the provisions of section 45-IA of Reserve Bank of India Act,

1934 are not applicable to the Company.

For B. B. Agrawal & Co.

Chartered Accountants

(FRN. 000597C)

Place : Mathura Date : 30/05/2016 Sd/-

(B.B.Agrawal)

(Partner)


Income TaxAct,1961


22,870/- Q-1,Q-2,Q-3 &Q-4 2013-2014

Traces Ghaziabad

Income TaxAct,1961


22,741/- Q-1,Q-2,Q-3 &Q-4 2014-2015

Traces Ghaziabad

Income TaxAct,1961


41,573/- Q-1 &Q-2 2015-2016

Traces Ghaziabad


Page | 40

Annexure B to the Auditors’ Report Report on the Internal Financial Control under Clause (i) of the sub-section 3of Section 143 of the Companies Act, 2013 (` the Act’) We have audited the internal financial controls over financial reporting of Tentiwala Metal Products Limited (`the Company’) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of 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 controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Notes on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (`ICAI’). These responsibilities include the design, implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguardingof its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and he timely preparation of 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 financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal 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 the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidences about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’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 the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the 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 Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to he risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Page | 41

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For B. B. Agrawal & Co.

Chartered Accountants (FRN. 000597C)

Place : Mathura

Date : 30/05/2016 Sd/-

(B.B.Agrawal)

(Partner)



Page | 42

TENTIWALA METAL PRODUCTS LIMITED (FORMERELY KNOWN AS TENTIWAL WIRE PRODUCTS L IM ITED)

BALANCE SHEET AS AT 31ST M ARCH, 2016

Particulars Note No As at 31st March,

2016

As at 31st March,

2015

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 5,42,40,850.00 5,42,40,850.00

(b) Reserves and Surplus 2 3,40,79,067.65 3,20,27,957.37

(c) Money received against Share Warrants

(2) Share Application money pending allotment

(3) Non-Current Liabilities

(a) Long Term Borrowings 3 10,75,56,004.79

8,74,24,045.72

(b) Deferred Tax Liabilities (Net) 4 16,89,740.77 19,89,662.66

(c) Other Long Term Liabilities 5 - -

(d) Long Term Provisions 6 1,79,858.00 1,79,858.00

(4) Current Liabilities

(a) Short Term Borrowings 7 20,86,37,178.59

21,72,37,305.39

(b) Trade Payables 8 8,92,12,283.77 6,27,89,758.55

(c) Other Current Liabilities 9 3,12,78,933.85 95,11,920.00

(d) Short Term Provisions 10 14,47,790.80 20,739.00

Total

52,83,21,708.22

46,54,22,096.69

II.ASSETS

(1) Non Current Assets

(a) Fixed Assets

(i) Tangible Assets 11 10,69,11,485.62

6,79,26,086.38

(ii) Intangible Assets 11 - -

(iii) Capital Work-In-Progress 11 28,31,480.20 5,72,72,029.99

(iv) Intangible Assets under development - -

(b) Non Current Investments 17,729.11 -


Page | 43

(c) Deferred Tax Assets (Net) - -

(d) Long Term Loans and Advances 12 35,45,936.00 44,03,168.00

(e) Other Non Current Assets 13 2,81,411.00 70,882.00

- -

(2) Current Assets -

(a) Current Investments - -

(b) Inventories 14 30,10,70,468.27

23,86,98,060.00

(c) Trade Receivables 15 8,45,98,361.04 7,24,37,433.25

(d) Cash and Cash Equivalents 16 50,66,322.24 73,71,437.85

(e) Short Term Loans and Advances 17 1,19,96,461.54 65,05,172.26

(f) Other Current Assets 18 1,20,02,053.20 1,07,37,826.96

Total

52,83,21,708.22

46,54,22,096.69

Significant Accounting Policies Notes on Financial Statements 1 to 29 As per our Report of even date attached

For and on behalf of the Board Tentiwala Metal Products Limited

For B.B.Agrawal& Co.

Chartered Accountants (FRN : 000597c) Sd/- Sd/-

Radha Pad Tentiwala KumkumTentiwala (Managing Director) (Whole Time Director)

DIN:00132785 DIN:00132858 B.B.Agrawal Partner Membership No. 015698 Sd/- Sd/-

DeeptiTentiwala Rohit Verma Place : Mathura (Chief Financial Officer) (Company Secretary) Date : 30.05.2016


Page | 44

TENTIWALA METAL PRODUCTS LIMITED

(Formerely Known as Tentiwal Wire Products Limited)

Profit and Loss Statement for the year ended 31st March, 2016

Particulars Note No 2015-2016 2014-2015

I. Revenue from Operations 19 43,14,25,345.55 37,36,66,540.50

II. Other Income 20 18,78,267.79 6,60,442.88

III. Total Revenue (I +II) 43,33,03,613.34

37,43,26,983.38

IV. Expenses:

Cost of Materials Consumed 21 25,73,23,494.90 23,14,37,344.11

Purchase of Stock-in-Trade 22 13,59,05,909.15 11,88,29,941.10

Changes in inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

23 (6,50,93,627.56)

(7,52,71,202.54)

Employee Benefit Expense 24 1,00,75,112.00 95,65,441.00

Financial Costs 25 3,32,94,349.62 3,16,04,005.19

Depreciation and Amortization Expense 11 1,33,57,276.09 1,50,83,757.00

Other Expenses 26 4,58,04,350.75 3,79,71,602.42

Total Expenses

43,06,66,864.95

36,92,20,888.28

V. Profit before Exceptional and Extraordinary Items and Tax

(III-IV) 26,36,748.39 51,06,095.10

VI. Exceptional Items

VII. Profit before Extraordinary Items and Tax (V-VI) 26,36,748.39 51,06,095.10

VIII. Extraordinary Items

IX. Profit before tax (VII-VIII)

26,36,748.39

51,06,095.10

X. Tax Expense:


Page | 45

(1) Current Tax 10,07,600.00 25,68,280.21

(2) Deferred Tax (2,99,921.89) (2,42,256.81)

XI. Profit/(Loss) from the perid from Continuing Operations (IX-X) 19,29,070.28 27,80,071.70

XII. Profit/(Loss) from Discontinuing Operations - -

XIII. Tax Expense of Discounting Operations

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

- -

XV. Profit / (Loss) for the period (XI+XIV)

19,29,070.28

27,80,071.70

XVI. Earning per Equity Share: 27

(1) Basic 0.36 0.51

(2) Diluted 0.36 0.51







DeeptiTentiwala Rohit Verma Place : Mathura (Chief Financial Officer) (Company Secretary)


Page | 46



CASH FLOW STATEMENTS FOR THE YEAR 2015-2016

PARTICULARS 2015-2016 2014-2015

A: CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax as per Profit and Loss Statement 26,36,748.39

51,06,095.10

Adjusted for :

Depreciation / Amortisation and Depletion Expenses 1,33,57,276.09

1,51,96,357.00

Dividend income (513.00)

(586.50)

Profit on sale of Fixed Assests (4,21,167.33)

3,774.00

Other non cash items 26,261.00

5,36,966.00

Tax refunded 95,779.00

Fiancial Cost 3,32,94,349.62

3,16,04,005.19

Total adjustment to profit

4,89,88,733.77

5,24,46,610.79

Operating Profit Before working Capital Change

Adjusted for :

Trade and Other Receivables (1,21,60,927.79)

(3,03,60,858.42)

Inventories (6,23,72,408.27)

(7,62,36,476.10)

Trade and Othrt Payables 2,64,22,525.22

4,15,17,916.17

Other Current and non-current assets (61,08,812.52)

1,08,11,531.59

Other Current and non-current liabilities 2,17,67,013.85

(1,09,79,381.00)

Provisions 14,27,051.80

1,19,638.44

Total adjustments for working capital (3,10,25,557.71)

(6,51,27,629.32)

Total adjustments forreconcile profit(loss) 1,79,63,176.06

(1,26,81,018.53)

Current Tax Paid 10,07,600.00

Net Cash from operating Activities

1,69,55,576.06

(1,26,81,018.53)


Page | 47

B: CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (29,46,608.21)

(2,60,58,293.54)

Sale of Fixed Asstes 54,65,650.00

-

Investments (17,729.11)

-

Dividend Income 513.00 586.50

Net Cash (used in) investing Activities 25,01,825.68

(2,60,57,707.04)

C: CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue Share Capital -

Proceeds from long Term Borrowings 2,01,31,959.07

1,18,87,600.63

Short Term Borrowings (Net) (86,00,126.80)

6,02,74,279.59

Interest Paid (3,32,94,349.62)

(3,16,04,005.19)

Net Cash (used in)Generated from financing Activities

(2,17,62,517.35)

4,05,57,875.03

Net increase (decrease) in cash and cash equivatents

(23,05,115.61)

18,19,149.46

Opening Balance of Cash and Cash Equivalents 73,71,437.85

91,90,587.31

Closing Balance of Cash and Cash Equivalents

50,66,322.24

73,71,437.85







DeeptiTentiwala Rohit Verma Place : Mathura (Chief Financial Officer) (Company Secretary)


Page | 48



Notes on Financial Statements for the year ended 31st March 2016

Particulars As at 31-03-2016 As at 31-03-2015

The previous year figures have been regrouped/reclassified,wherever necessary to conform to the current year presentation.

Note '1' Share Capital

Authorized Share Capital

65,00,000 Equity Shares of Rs.10/- each 6,50,00,000.00

6,50,00,000.00

(Previous Year 65,00,000 Equity Shares of Rs. 10/ each

6,50,00,000.00

6,50,00,000.00

Issued Subscribed and fully paid Capital

54,24,085 Equity Shares of Rs.10/- each 5,42,40,850.00

5,42,40,850.00

(Last Year 54,24,085 Equity Shares of Rs. 10/-each)

5,42,40,850.00 5,42,40,850.00

The details of Shareholders holding more than 5%

shares

No of shares % held No of shares % held

Name of the Shareholders

1.Deepti Tentiwala 2,95,000 5.44% 2,95,000 5.44%

2.Kumkum Tentiwala 8,00,000 14.75% 8,00,000 14.75%

3.Radhapad Tentiwala 8,34,600 15.39% 8,34,600 15.39%

4.Radhapad Tentiwala HUF 3,13,800 5.79% 3,13,800 5.79%

5.Hem Securities Ltd. 3,10,000 5.72% 3,10,000 5.72%

The reconcilation of the number of shares outstanding is set out below:

No of shares No of shares

Equiy Shares at the begining of the year 54,24,085 54,24,085

Add- Shares issue during the year -- --

Equiy Shares at the end of the year 54,24,085 54,24,085

Note '2' Reserves and Surplus

(a) Securities Premium Reserve 48,90,000.00

48,90,000.00

(b) General Reserve - -

(c) Profit and Loss Account 2,91,89,067.65

2,71,37,957.37

3,40,79,067.65

3,20,27,957.37

Profit and Loss Account

As per last Balance Sheet 2,46,88,501.67


Page | 49

2,71,37,957.37

Add Profit/Loss for the year 19,29,070.28

27,80,071.70

2,90,67,027.65

2,74,68,573.37

Less: Adjustment during the year 3,774.00

Less: Adjustment releting to Fixed Assets (Refer Note No.11 )

26,261.00

(1,12,600.00)

Less: Tax Deposit last year/Refunedrecived 95,779.00

(2,21,790.00)

Less Transfer to General Reserve - -

2,91,89,067.65

2,71,37,957.37


Note '3' Long- Term Borrowings

Secured Loan

Term loans

* from Bank 5,14,11,755.15

7,11,74,713.72

Unsecured Loan

(a) Term loans

* from Bank 2,26,13,427.40

1,12,07,211.00

* From Other Parties 50,09,307.24

35,42,121.00

(b) Loans and Advances from Related Parties 2,85,21,515.00

15,00,000.00

10,75,56,004.79

8,74,24,045.72

Note '4' Defferred Tax Liability (Net)

Defferred Tax Liability : Related to Fixed Assets 19,89,662.66

22,31,919.47

Less-Defferred Tax Assets : Related to Fixed Assets (2,99,921.89)

(2,42,256.81)

16,89,740.77

19,89,662.66

Note '5' Other Long Term Liabilities

(a) Trade Payables - -

(b) Others - -

- -

Note '6' Long Term Provisions

Provision for Employee Benefits 1,79,858.00 1,79,858.00

1,79,858.00 1,79,858.00

Note '7' Short-Term Borrowings


Page | 50

Secured Borrowings

Loans Repayable on demand

* from Bank 17,86,38,978.59

18,77,52,055.39

Unsecured Borrowings

Loans repayable on demand

* from Bank 2,99,98,200.00

2,94,85,250.00

20,86,37,178.59

21,72,37,305.39

Note '8' Trade Payables

Sundry Creditors Goods 5,63,14,834.74

6,27,01,758.55

Sundry Creditors Others 3,28,97,449.03

88,000.00

8,92,12,283.77

6,27,89,758.55

Note '9' Other Current Liabilities

(a) Current Maturities of Long Term Debts 1,98,85,035.27

47,47,500.00

(b) Interest Accrued and due on Borrowings 1,53,904.58

98,859.00

Advance From Customers 31,19,059.00

21,74,591.00

Statutory Remittances - 7,219.00

Payable to Employees 8,30,977.00

16,49,211.00

Others (Security Deposit) 8,91,500.00

7,91,500.00

Others 63,98,458.00

43,040.00

3,12,78,933.85

95,11,920.00

Note '10' Short Term Provisions

(a) Provision for Employee Benefits - -

(b) Provision for Expenses 13,07,839.00

-

(c) Others 1,39,951.80

20,739.00

14,47,790.80

20,739.00

Note `11' Fixed Assets


Page | 51


Note '12' Long Term Loans and Advances

Unsecured, considered good

(1) Capital Advance 24,99,736.00

25,16,068.00

(2) Security Deposits 10,46,200.00

18,87,100.00

35,45,936.00

44,03,168.00

Note '13' Other Non Current Assets

Long Term Trade Receivables - -

Other Capital Advance - 70,882.00

Claim on Excise Department 2,66,881.00

-

Due on SIDBI Bill 14,530.00

-

2,81,411.00

70,882.00

Note '14' Inventories

(a) Raw Materials 19,39,650.69

45,90,629.98

(b) Work-in-Progress 22,63,24,500.00

15,05,00,000.00

(c) Finished Goods 7,25,03,757.58

8,32,34,630.02

(d) Packing Materials 3,02,560.00

3,72,800.00

30,10,70,468.27

23,86,98,060.00

Note '15' Trade Receivables

Outstanding for a period exceeding six months

Unsecured, considered good 1,52,05,666.27

62,63,869.07

Others

Unsecured, considered good 6,93,92,694.77

6,61,73,564.18

8,45,98,361.04

7,24,37,433.25

Note '16' Cash and Cash Equivalents

(a) Balance with Banks 1,44,440.82

19,66,655.98

(b) Cash in Hand 3,69,929.95

11,69,494.87

(c) FDR with Banks 45,51,951.47

42,35,287.00

73,71,437.85


Page | 52

50,66,322.24

Note '17' Short-Term Loans And Advances

Loans and advances to related parties

Others(Specify nature)

Unsecured, considered good

Balance With Government Authorities 20,81,217.54

57,63,247.26

Capital Advance 28,78,925.00

7,41,925.00

Advance given to Suppliers 70,36,319.00

-

1,19,96,461.54

65,05,172.26

Note '18' Other Current Assets

Miscellaneous Expensiture not written off

Preliminary Expenditure not written off 39,38,221.00

45,08,521.00

Insurance Claims 29,923.26

-

Development Expenses 5,90,545.00

-

Other Advances 74,43,363.94

62,29,305.96

1,20,02,053.20

1,07,37,826.96


Note '19' Revenue From Operations

Sale of Products 46,73,34,918.54

40,40,88,671.50

46,73,34,918.54

40,40,88,671.50

Less: Excise duty 3,59,09,572.99

3,04,22,131.00

43,14,25,345.55

37,36,66,540.50

Note '19A' Sale of Products

Sale of manufactured goods 33,04,22,910.54

28,39,80,610.60

Export sale 2,01,079.00

1,28,945.00

Sale Trading 13,67,10,929.00

11,99,79,115.90

46,73,34,918.54

40,40,88,671.50


Page | 53

Note '20' Other Income

Interest Income

Interest on Fixed Deposits 3,51,849.42

3,34,997.52

Interest on advance to Suppiler 3,52,491.00

2,62,028.75

Other Interest 4,28,193.00

-

Dividend Income 513.00

586.50

Excise on Capital Goods 2,04,025.55

-

Profit on Sale of Machinery (Refer Note No.11.5) 1,42,493.00

-

Profit on Sale of Waste Material (Building)(Refer Note No. 11.4)

2,78,674.33

-

Rate Difference 80,682.00

13,875.54

Other non-operating income 39,346.49

48,954.57

18,78,267.79

6,60,442.88

Note `21' Cost of Materials Consumed

Opening Stock of Raw Materials 45,90,629.98

19,11,528.06

Add- Purchases of Raw Materials 24,76,06,652.31

23,41,16,446.03

Add- Import of Raw Material 70,65,863.30

-

25,92,63,145.59

23,60,27,974.09

Less- Closing Stock of Raw Materials 19,39,650.69

45,90,629.98

25,73,23,494.90

23,14,37,344.11

Note '22' Purchase of Stock in Trade

Opening Stock of Materials - -

Add- Purchases of Materials 13,59,05,909.15

11,88,29,941.10

13,59,05,909.15

11,88,29,941.10

Less- Closing Stock of Materials - -

13,59,05,909.15

11,88,29,941.10

Note '23' Changes of Inventories

Opening Stock Work-in-Progress 15,05,00,000.00

9,16,00,000.00

Less- Closing Stock Work-in-Progress 22,63,24,500.00

15,05,00,000.00


Page | 54

(a) (7,58,24,500.00)

(5,89,00,000.00)

Opening Stock Finished Goods 8,32,34,630.02

6,68,63,427.48

Less- Closing Stock Finished Goods 7,25,03,757.58

8,32,34,630.02

Add: Increase/Decrease in Excise Duty on Inventories - -

(b) 1,07,30,872.44

(1,63,71,202.54)

Net Changes of Inventories (a+b) (6,50,93,627.56)

(7,52,71,202.54)


Note '24' Employee Benefits

Salaries and Wages 99,86,595.00

94,44,168.00

Contribution to Provident and other Funds 78,557.00

61,912.00

Provision for Gratuties - 30,726.00

Staff Welfare Expenses 9,960.00

28,635.00

1,00,75,112.00

95,65,441.00

Note '25' Finance Costs

Interest on Long Term Loans from Banks 55,17,846.83

49,54,595.13

Interest on Short Term Loans from Banks 2,21,27,203.79

2,11,01,426.06

Interest on shortfall in payment of TDS and Other 5,448.00

-

Other Borrowing Costs 56,43,851.00

55,47,984.00

3,32,94,349.62

3,16,04,005.19

Note '26' Other Expenses

Manufacturing Expenses

Carriage Inwards 9,03,282.00

6,21,087.00

Electricity Expenses 94,39,372.31

57,26,031.00

Fuel and Gas 1,43,39,754.65

1,49,07,171.70

Generator Expenses 30,15,358.11

-

Machinery Maintinance 22,22,607.30

7,85,952.64

Job Work 10,75,171.00

5,23,381.30

Tools & Dies Used &Reparing 7,35,934.00


Page | 55

3,75,080.60

Factory Insurance 4,56,108.00

5,15,185.00

3,18,26,733.97

2,38,14,742.64

Administrative and Other Expenses

Auditors Remuneration 1,02,800.00

96,180.00

Bank Charges 29,31,808.13

44,90,041.14

Vechile Running Expences 1,79,498.00

1,10,552.00

Certification Expenses 2,25,566.00

3,48,211.00

Electric Expenses (Office) - 1,17,404.06

Rent Delhi Godown 40,000.00

-

Legal & Professional Expenses 4,57,964.00

3,83,582.00

Postage & Courier 60,540.00

34,530.00

Printing & Stationery 1,68,180.56

66,334.00

Repair & Maintenance Building 55,912.00

4,30,373.00

Repair & Maintenance Others 87,660.00

-

Telephone & Mobile Expenses 2,11,966.41

2,05,743.79

Travelling Expenses 3,73,363.06

6,37,023.71

Travelling Expenses Foreign 84,688.00

86,252.00

Directors Salary 15,20,377.93

28,20,000.00

Deferred Revenue Expenses Written off 5,70,300.00

5,36,966.00

Misc. & Other Office Expenses 15,65,829.92

4,32,856.86

Excise on Capital Goods 1,95,340.00

86,36,454.01

1,09,91,389.56

Selling and Distribution Expenses

Advertisment Expenses 25,000.00 66,204.52

Commission on Sale 11,58,038.00

8,03,075.00

Discount / Rate Diffrence 17,93,166.48

13,822.00

Packing Materials Consumed 16,31,596.50

15,20,018.10

Freight, Insurance & Other Expenses 7,33,361.79 7,62,350.60

53,41,162.77 31,65,470.22


Page | 56

4,58,04,350.75 3,79,71,602.42


Note 26A Other Expenses

Misc. & Other Office Expenses

Computer Maintenance 28,642.62

19,211.00

Conveyance Expenses 64,817.00

8,089.43

Demat Account Charges 561.80

713.49

Donation 9,900.00

7,100.00

Misc. Expenses 1,56,971.50

1,46,862.70

Office Expenses 16,648.00

27,191.00

Import Duty Expences 11,70,724.00

-

Repair & Maintenance Electrical - 2,015.00

Rounded off - 107.00

Vat Audit Fees 5,000.00

Sales Tax - 500.00

Service Tax & Other Brokerage Charges - 3,573.24

Director Sitting Fees 1,000.00

-

Webesite Development Expenses 10,000.00

2,500.00

Argon XI Cylinder Rent Charges - 484.00

Service Tax and Excise Duty Expences 20,947.00

1,413.00

Excise Audit Expenses - 10,185.00

Gift Expenses - 33,600.00

Membership of Aluminium Association of India 5,618.00

5,618.00

Membership of FICCI 57,000.00

60,674.00

Muncipal Tax - 37,727.00

Polution Expenses - 15,000.00

Software Expenses 18,000.00

21,197.00

Excise Duty PLA - 6.00

Tender Expenses - 29,090.00

15,65,829.92

4,32,856.86

Note '27' Earning Per Shares

Particulars 2015-2016 2014-2015


Page | 57

Profit after Tax ( but indicating prior periodadjustment and extra ordinary adjustment)

19,29,070.08

27,80,071.70

Total Equity Share 5424085 5424085

Face Value of the Equity Share 10/- 10/-

Basic Earnings Per Share 0.36 0.51

Weighted Average no of equity Share 5424085 5424085

Face Value of the Equity Share 10/- 10/-

Adjusted Basic Earning per Share 0.36 0.51


Page | 58

Note '11' Fixed Assets

S. No. Descrip

tion

Gross Block Depreciation Net Block

As At

01.04.2015

Addition /

Adjustment

Deduction /

Adjustment

Total As at

31.03.2016

As At

31.03.2015 For the year

Deduction /

Adjustment As At 31.03.2016 As At 31.03.2016

As At

31.03.2015

Tangibl

e

Assets

1 Land

88,46,272.40 - - 88,46,272.40 - - - - 88,46,272.40 88,46,272.40

2

Buildin

g

1,48,36,659.67 -

(35,38,660.67) 1,12,97,999.00

34,40,459.00 9,71,994.49 (23,29,335.00) 20,83,118.49 92,14,880.51 1,13,96,200.67

3

Machin

ery

6,73,05,057.42 5,59,30,588.00

(50,00,000.00) 11,82,35,645.42

2,75,78,626.0

0 94,85,285.36 (12,97,493.00) 3,57,66,418.36 8,24,69,227.06 3,97,26,431.42

4

Testing

Equipm

ents

12,82,202.45 - - 12,82,202.45

9,74,242.00 1,37,731.43 - 11,11,973.43 1,70,229.02 3,07,960.45

5

Tools &

Dies

61,59,143.44 11,40,251.00 - 72,99,394.44

41,72,677.00 13,23,754.28 - 54,96,431.28 18,02,963.16 19,86,466.44

6

Genera

tor

43,78,958.43 - - 43,78,958.43

16,00,793.00 5,13,326.30 - 21,14,119.30 22,64,839.13 27,78,165.43

7

Air

Conditi

oner

4,04,400.13 - - 4,04,400.13

1,93,207.00 57,143.38 - 2,50,350.38 1,54,049.75 2,11,193.13

8

Electro

nic

Equipm

ent

4,10,232.40 - - 4,10,232.40

2,67,165.00 45,062.85 - 3,12,227.85 98,004.55 1,43,067.40

9

Electric

Weight

ment

85,194.92 10,550.00 - 95,744.92

45,618.00 8,126.42 - 53,744.42 42,000.50 39,576.92

10 Voltage

2,09,507.85 - - 2,09,507.85

1,76,908.00 14,119.00 - 1,91,027.00 18,480.85 32,599.85

11

Water

Dispens

er

99,179.30 - - 99,179.30

68,997.00 5,939.58 - 74,936.58 24,242.72 30,182.30

12

Health

Exercis

e Tools

62,000.30 - - 62,000.30

31,235.00 5,831.73 - 37,066.73 24,933.57 30,765.30

13

Transfo

rmer

14,87,746.99 - (1,58,911.00) 13,28,835.99 6,08,403.00 2,01,274.31 (26,261.00) 7,83,416.31 5,45,419.68 8,79,343.99

14

Furnitu

re &

Fixtures

3,70,985.20 - - 3,70,985.20

2,72,108.00 27,489.09 - 2,99,597.09 71,388.11 98,877.20

15

Light

Fitting

3,11,575.76 - - 3,11,575.76

1,54,623.00 43,750.52 - 1,98,373.52 1,13,202.24 1,56,952.76

16

Compu

ter

13,53,168.62 2,69,968.00 - 16,23,136.62

11,84,173.00 1,78,805.49 - 13,62,978.49 2,60,158.13 1,68,995.62

17 Car

56,45,996.28 - - 56,45,996.28

46,46,777.00 3,21,142.70 - 49,67,919.70 6,78,076.58 9,99,219.28

18 Cycle

5,260.02 - - 5,260.02

4,220.00 302.54 - 4,522.54 737.48 1,040.02

19 Bike

39,549.77 35,801.00 - 75,350.77

26,590.00 9,401.73 - 35,991.73 39,359.04 12,959.77

20 Mobile

1,47,800.03 - - 1,47,800.03

1,30,618.00 6,794.89 - 1,37,412.89 10,387.14 17,182.03

21 Pistol

62,634.00 - - 62,634.00 - - - - 62,634.00 62,634.00

-

Total

11,35,03,525.38 5,73,87,158.00

(86,97,571.67) 16,21,93,111.71

4,55,77,439.0

0 1,33,57,276.09 (36,53,089.00) 5,52,81,626.09 10,69,11,485.62 6,79,26,086.38

Capital Work-in-Progress

28,31,480.20 5,72,72,029.99

Previous

Year 9,53,22,639.83 1,81,80,885.55

- 11,35,03,525.38 3,03,81,082.00 1,50,83,757.00 1,12,600.00 4,55,77,439.00 6,79,26,086.38 6,49,41,557.83

11.1 Capital Work in Progress in Machine as on 31.03.2016 Rs.55,69,676.50 included interest paid up to date (Last year Rs 5,52,84,856.79)

transferred to Machinery Account as on 1st January 2016.

11.2 Building Construction during the year amounts toRa 28,31,480.20 (Last year Rs. 19,87,173.20) has not been capitalised because the construction work has not been completed.

11.3 Pursuant to the enactment of Companies Act 2013, the company has applised the estimated useful lives as spcified in Schedule II.

11.4 Old building Upto year 31/03/2009 demolished and waste material sold Rs. 14,88,000/- and net difference (Construction cost less depreciation Rs12,09,325.67)Rs.2,78,674.33 transferred to P& L A/C.

11.5 Old Machinery sold Rs.38,45,000/- and net difference ( cost less depreciation Rs. 37,02,507/-)Rs.1,42,493/- transferred to P& L A/C.


Page | 59

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PREPARATION OF FINANCIAL STATEMENTS These financial statements have been prepared to comply with the Generally Accepted Accounting Principles in India (Indian GAAP), including the Accounting Standards notified under the relevant provisions of the Companies Act, 2013. The financial statements are prepared on accrual basis under the historical cost convention. USE OF ESTIMATES The preparation of financial statements in conformity with Indian GAAP requires judgements, estimates and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known /materialized. The management believes that the estimates used in the preparation of the financial statements are prudent and reasonable.. FIXED ASSETS Tangible Assets Tangible Assets are stated at cost net of recoverable taxes, trade discounts and rebates and include amounts added on revaluation, less accumulated depreciation and impairment loss, if any. The cost of Tangible Assets comprises its purchase price, borrowing cost and any cost directly attributable to bringing the asset to its working condition for its intended use. Subsequent expenditures related to an item of Tangible Asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Projects under which assets are not ready for their intended use are disclosed under Capital Work-in-Progress. DEPRECIATION, AMORTISATION AND DEPLETION Tangible Assets Depreciation on Fixed Assets is provided to the extent of depreciable amount on the Written Down Value (WDV) Method). Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013. INVENTORIES Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in case of by-products which are valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition. Cost of raw materials, process chemicals, stores and spares, packing materials, trading and other products are determined on net realizable value basis. REVENUE RECOGNITION Revenue is recognized only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, ,services, services tax, excise duty adjusted for discounts (net) etc. Dividend income is recognized when the right to receive payment is established. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate applicable. EXCISE DUTY / SERVICE TAX Excise duty /Service tax is accounted on the basis of both, payments made in respect of goods cleared / services provided from factory side. EMPLOYEE BENEFITS Short Term Employee Benefits The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognized as an expense during the period when the employees render the services. These benefits include performance incentive and compensated absences. Post-Employment Benefits Defined Contribution Plans A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund, and Pension Scheme. The Company’s contribution is recognized as an expense in the Profit and Loss Statement during the period in which the employee renders the related service. BORROWING COSTS Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Profit and Loss Statement in the period in which they are incurred. INCOME TAXES Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years/period. Deferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is virtual certainty that sufficient future taxable income will be available to realize the same. Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively enacted by the Balance Sheet date.


Page | 60

PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statements. NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDING 31ST MARCH,2016

Note 28 Primary Segment Information (Rs.in lacs)

Particulars Manufacturing Trading Total

2015--16 2014-15 2015--16 2014-15 2015—16 2014-15

Segment Revenue

Sale Domestic 2945.13 2535.58 1367.11 1199.80 4312.24 3735.38

Export -- -- 2.01 1.28 2.01 1.28

Total 2945.13 2535.58 1369.12 1201.08 4314.25 3736.66

Segment Results 340.53 360.50

Other Income 18.78 6.60

Operating Profit 359.31 367.10

Unallocated Interest Expenses 332.94 316.04

Profit before Tax 26.37 51.06

Tax Expenses 10.08 25.68

Deferred Tax Liability (3.00) (2.42)

Profit after Tax 19.29 27.80

Other Information -- --

Segment Assets 5254.72 4081.50

Segment Liabilities 4383.12 3771.64

Capital Expenditure 28.31 572.72

Depreciation/ Amortization and Depletion expense

133.57 150.83

Note 29 Related Party disclosures: As per Accounting Standard 18, the disclosures of transactions with the related parties aregiven below: List of related parties where control exists and related parties with whom transactions have taken place and relationships:

Sr. No. Name of the Related Party Relationship

1. Radha Pad Tentiwala Key Management Personnel

2. KumkumTentiwala -do-

3. Parag Sharma -do-

4. NeeleshTentiwala Relative of Key Management Personnel

5. DeeptiTentiwala Relative of Key Management Personnel

Payment to Auditors :

2015-16 2014-15

Audit Fees 8O,OOO/- 80,000/-

Tax Audit Fees -- 10,000/-

Other Certification Fee 11,OOO/- --

Service Tax on Fee 10,800/- 6,180/-

Other : Foreign Sale Amount of Rs.2,01,079/- Export of Goods is due (outstanding) at the end of the year, and included in Trade Receivables under Note No.15. Sundry Creditors, Sundry Debtors, Loans & Advances and Unsecured Loans have been taken at their book value subject to confirmation and reconciliation.


Page | 61

TENTIWALA METAL PRODUCTS L IMITED REGISTERED OFFICE: DELHI M ASANI ROAD, RADHEY SHYAM COLONY, M ATHURA-281003

CIN NO.: L31101UP1994PLC016107

PROXY FORM FORM NO. MGT-11

Name of Member(s): __________________________________________ E-mail ID: __________________________________________________ Registered Address: __________________________________________________________________________________________________________ _________________________________________________ Folio No. / DP ID and Client ID __________________________________________

I /We, _____________________________________ being member(s) of the above named company hereby appoint 1. Name: __________________________________________________, E-mail ID: ________________________________________________

Address: _____________________________________________________________________________ ___________________________________________________________________________Signature:

or failing him/her

2. Name: __________________________________________________, E-mail ID: ________________________________________________ Address: _____________________________________________________________________________

___________________________________________________________________________Signature: as my / our proxy to attend and vote for me / us on my / our behalf at the TWENTY SECOND ANNUAL GENERAL MEETING of the Company to be held on Friday, 30th September 2016 from. 10:30 A.M. at the registered office of the Company at Delhi Masani Road, Radhey Shyam Colony, Mathura-281003 and at any adjournment thereof in respect of such resolution as are indicated below:

Resolution No.

Particulars of Resolution Option

For Against

ORDINARY BUSINESS

1. Adoption of Financial Statements for the year ended on 31st March, 2016

2. Re-appointment of Mr. Parag Sharma, Director (DIN: 00340419), who retiring by rotation

3. Re-appointment of Appointment of Statutory Auditor

Signed this _________________ day of September, 2016. Signature of the Shareholder(s)

NOTE: 1. The Proxy to be effective should be deposited at the Registered Office of the Company not less than 48 hours before the commencement of

meeting.

2. It is optional to put a ‘X’ in the appropriate coloumn against the Resolution indicated in the box. If you leave the ‘For’ or ‘Against’ coloumn blank against any or all Resolution, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

Affix

Revenue

Stamp


Page | 62

TENTIWALA METAL PRODUCTS L IMITED REGISTERED OFFICE: DELHI M ASANI ROAD, RADHEY SHYAM COLONY, M ATHURA-281003

CIN NO.: L31101UP1994PLC016107

ATTENDANCE SLIP

Please complete this slip and hand it over at the entrance of the Meeting Hall. Name (in Block Letter) _______________________________________________

*DP ID _______________________________________________

*Client ID _______________________________________________

Registered Folio No.__________________

Shares held_______________________________________________

I hereby record my presence at the 22ND Annual General Meeting of the Company held on Friday, 30th September 2016 from 10:30 A.M. at the registered office of the Company at Delhi Masani Road, Radhey Shyam Colony, Mathura-281003. Note: Please carry with you this Attendance Slip and hand over the same duly signed at the space provided, at the entrance of

the Meeting Hall.

______________________________________________

(Signature of Shareholder/Proxy)

* Applicable for members holding shares in electronic form.


Page | 63

NOTES__________________________________________________________________________________

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