KUWER INDUSTRIES LIMITED - Bombay Stock … Gupta (DIN: 01390045) ... Sector- 58, Noida, Uttar Pradesh 201301 ... authorised to sign the form DIR-12 and make arrangement to file the

KUWER INDUSTRIES LIMITED

ANNUAL REPORT 2014-2015

Contents

• 1st Corporate Profile

• 2nd Notice of AGM

• 3rd Board Report

• 4th Secretarial Audit Report

• 5th Nomination and Remuneration Policy

• 6th Extract of Annual Return

• 7th Auditors’ Report

• 8th Financial Statements

• 9th Proxy Form

• 10th Attendance Slip

• 11th Route Map

Annual Report 2015

1

CORPORATE PROFILE

BOARD OF DIRECTORS

Mr. J.B. Aggarwal (DIN:00315184) Managing Director

Mr. Tarun Aggarwal (DIN: 01320462) Whole Time Director

Shailesh Gupta (DIN: 00079956)

Non Executive Director

Yashpal Sharma (DIN:00446877) Independent Director

Pankaj Gupta (DIN: 01390045) Independent Director

Megha Agarwal (DIN: 07129138)

Additional Director

AUDITORS

PVSP & Co. (Formerly known as Bhatia Praveen & Co.)

Chartered Accountants 5 Pusa Road

New Delhi 110005 Tel. No.+91-11-47177000

ADVISORS

Corporate Capitalventures Pvt. Ltd. (Formerly Known as RSJ

Capitalventures Pvt. Ltd.) 160, LGF, Vinoba Puri, Lajpat Nagar II

New Delhi – 110024

Tel: 011-41704066 Mob: +91-9212650228 Email:[email protected]

Website: www.corpcapitals.com

REGISTERED OFFICE

D-1004, First Floor, New Friends Colony,

New Delhi 110065 Tel: 011-2684 8636

CORPORATE OFFICE

A-71/72, Sector- 58, Noida, Uttar Pradesh 201301

0120-2580 088/937

REGISTRAR

M/s Skyline Financial Services Private Limited

1st Floor, D-153A, Okhla Industrial Area, Phase I,

New Delhi 110 020

Tel No. +91-11-26812682, 26812683

Email: [email protected] Website: www.skylinerta.com

LISTED AT

BSE Limited (Scrip Code: 530421) P.J. Tower, Dalal Street

Mumbai-400001

BANKERS

STATE BANK OF BIKANER & JAIPUR

HDFC BANK

EMAIL ID & WEBSITE For Company & Investor grievances -

[email protected] For Compliance Officer-

[email protected], [email protected] Website- www.kuwer.com

OTHER DETAILS

CIN: L74899DL1993PLC056627

ISIN: INE430F1010

mailto:[email protected]

http://www.corpcapitals.com/


http://www.skylinerta.com/

mailto:Grievances%[email protected]

mailto:Grievances%[email protected]



http://www.kuwer.com/

Annual Report 2015

2

COMMITEES OF BOARD OF DIRECTORS

AUDIT COMMITTEE

Mr. Pankaj Gupta

Independent Director

Chairman & Member

Mr. Tarun Aggarwal

Whole Time Director

Member

Mr. Yashpal Sharma


Member

REMUNERATION AND NOMINATION COMMITTEE

Mr. Yashpal Sharma


Chairman & Member

Mr. Pankaj Gupta


Member

Mr. Shailesh Gupta

Non Executive Director

Member

SHAREHOLDERS’ GRIEVANCES COMMITTEE

Mr. Shailesh Gupta

Non executive Director

Chairman & Member

Mr. Tarun Aggarwal

Whole Time Director

Member

Mr. Pankaj Gupta


Member

Annual Report 2015

3

IMPORTANT DATES

Book Closure Date: 24th Sep 2015 to 30th Sep 2015

Cut Off Date: 23rd Sep 2015

E-Voting Start: 27thSep 2015 at 9:00 AM

E-Voting Ends: 29th Sep 2015 at 05:00 PM

Date of AGM: 30th Sep 2015

IMPORTANT COMMUNICATION The Ministry of Corporate Affairs has

taken a “Green Initiative in the Corporate Governance” by allowing

paperless compliances by the

Companies and has issued circulars stating that service of Notice /

documents including Annual Report can be sent by e-mail to its members. To

support this green initiative of the Government in full measure, members

who have not registered their e-mail addresses, so far, are requested to

register their e-mail addresses, with the

Registrar & Share Transfer Agent of the Company.

Annual Report 2015

4


Regd. Off: D- 1004, First Floor, New Friends Colony, New Delhi – 110065 Tel: 011-2684 8636

Corp. Off: A 71/72, Sector 58, Noida, U.P. 201301 Tel: 0120-2580 088 FAX: 0120-2580514

Email: [email protected], [email protected] Web: www.kuwer.com CIN: L74899DL1993PLC056627

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 22nd Annual General Meeting of the members of the

Company will be held on Wednesday, the 30th September, 2015 at 10.00 A.M. at the 339, Kishan Garh, Vasant Kunj, New Delhi 110070 to transact the following business:

ORDINARY BUSINESSES

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015, the

statement of Profit & Loss Account for the year ended on that date together with the reports of the Directors and Auditors thereon for the year ended 31st March, 2015.

2. To re-appoint Mr. Shailesh Gupta as the director who retires by rotation and being

eligible offers himself for Re-appointment.

3. To ratify the appointment of auditors of the Company, and to fix their remuneration.

SPECIAL BUSINESSES

4. TO APPOINT MS. MEGHA AGGARWAL AS THE DIRECTOR OF THE OF THE

COMPANY To consider and if thought fit, to pass with or without modification(s), the following

resolution as an ordinary resolution:

RESOLVED THAT Ms. Megha Aggarwal, who was appointed as an Additional Director with effect from March 23, 2015 on the Board of the Company in terms of Section 161 of

the Companies Act, 2013 and Article 69 of Article of Association of the Company and

who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a member in writing, under Section 160 of the Companies

Act, 2013 along with requisite deposit, proposing his candidature for the office of a Director, be and is hereby appointed as a director of the company.

FURTHER RESOLVED THAT the Board of Directors of the Company be and are hereby

authorised to sign the form DIR-12 and make arrangement to file the same with Registrar of Companies and intimate to Stock Exchange(s) and to take such other steps

as may be necessary in this regard.”

Regd. Office: D-1004, Ist Floor New Friends Colony, New Delhi - 110065

For & on the behalf of the Board of

Directors of Kuwer Industries Limited

Sd/- Tarun Aggarwal

Date: 02.09.2015 Whole Time Director

Place: New Delhi DIN: 01320462

NOTICE




Annual Report 2015

5

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND

AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY

SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT

OF THE MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING

FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A

MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON

AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

2. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Businesses to be transacted at the Meeting is annexed hereto.

3. Corporate members are requested to send to the Company, a duly certified copy of the

Board Resolution, authorizing their representative to attend and vote at the Annual General Meeting.

4. The Register of Members and Share Transfer Books of the Company will remain closed

from Thursday, 24th day of September, 2015 to Wednesday, 30th day of September,

2015 (both days inclusive).

5. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. Members are requested to write their folio number/ DP ID/Client ID in the attendance

slip for attending the meeting.

7. SEBI has mandated the submission of Permanent Account Number (PAN) by every

participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they

are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN to the Company / RTA.

8. As a measure of economy and a step toward green initiative, Members are requested to

bring their copy of Annual Report to the meeting. Members/ Proxies should bring the attendance slip duly filled in and signed for attending the meeting.

9. To promote green initiative, members are requested to register their e-mail addresses through their Depository Participants for sending the future communications by e-mail.

Members holding the shares in physical form may register their e-mail addresses through the RTA, giving reference of their Folio Number.

10. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode

to Members whose e-mail IDs are registered with the Company or the Depository Participant(s). Physical copy of the Notice of AGM, Annual Report and Attendance Slip

are being sent to those Members who have not registered their e-mail IDs with the

Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode are requested to print the

Annual Report 2015

6 Attendance Slip and submit a duly filled in Attendance Slip at the registration counter to

attend the AGM.

11. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased to provide the facility to Members to exercise their right to

vote by electronic means and business may transacted through such remote e-voting. The remote e-voting period will commence at 09.00 a.m. on Sunday, 27th September,

2015 and will end at 5.00 p.m. on Tuesday, 29th September, 2015. The Company has appointed Ms. Mahek Bangia, Practicing Company Secretary, having Membership No.

31095 and CP No. 12895 to act as the Scrutinizer, for conducting the scrutiny of the

votes cast. The Members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given note no. 14.

12. The facility for voting through poll will also be made available at the AGM, and members

attending the AGM who have not already cast their vote by remote e-voting will be able to exercise their right at the AGM. Shareholders who have cast their vote, by remote e-

voting shall not be allowed to cast their vote at the AGM through poll.

13. All documents referred to in the accompanying Notice and Explanatory Statement are

open for inspection at the Registered Office of the Company and copies thereof shall also be made available for inspection in physical or electronic form at the Corporate Office of

the Company during office hours on all working days, except Saturdays, between 11.00 a.m. to 1.00 p.m. up to and inclusive of the date of the Annual General Meeting also

such documents are available at the meeting..

14. In terms of Section 108 of the Companies Act, 2013 Read with the rule 20 of the Companies (Management & Administration) Rules, 2014 it is mandatory on the part of

the Company to provide e-Voting facility. Company is providing facility for Voting by

electronic means and the business may be transacted through such voting.

The instructions for members for voting electronically are as under:-

(i) The voting period begins at 09:00 a.m. on Sunday, 27th September, 2015 and ends at 05:00 p.m. on Tuesday, 29th September 2015. During this period

shareholders‟ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 23rd September 2015, may cast their

vote electronically. The e-voting module shall be disabled by CDSL for voting

thereafter and remote e-voting shall not be allowed beyond the date and time as aforesaid.

(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

http://www.evotingindia.com/


Annual Report 2015

7 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.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account in DD/MM/YYYY format.

Dividend Bank

Details#

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

Please enter the DOB or Dividend Bank Details in order to

login. If the details are not recorded with the depository or company please enter the member 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 of Kuwer Industries Limited on which you choose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the

same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that

you dissent 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 out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed 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) Note for Non-Individual Shareholders & Custodians:

o 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.

o A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]


Annual Report 2015

8 o 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.

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

o 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.

Please follow all steps from sl. no. (i) to sl. no. (xviii) above to cast vote.

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].

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

ACT, 2013

ITEM No. 4 OF THE NOTICE OF ANNUAL GENERAL MEETING

The Board of Directors, at its meeting held on 23rd March, 2015, appointed Ms. Megha

Agarwal as an Additional Director of the Company with effect from 23rd March, 2014, pursuant to Section 161 of the Companies Act, 2013, read with Article 69 of the Articles

of Association of the Company.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Megha Agarwal will hold office up to the date of the ensuing AGM. The Company has received

notice in writing under the provisions of Section 160 of the Companies Act, 2013, from

herself, along with a deposit of Rs. 1,00,000/- proposing the candidature of herself for the office of Director, to be appointed as such under the provisions of Sections of the

Companies Act, 2013.

The Company has received from Ms. Megha Agarwal (i) consent in writing to act as director in Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualification of

Directors) Rules 2014, (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that She is not disqualified under

Sub-section (2) of Section 164 of the Companies Act, 2013.

The resolution seeks the approval of members for the appointment of Ms. Megha

Agarwal as a Director of the Company. She will be liable to retire by rotation.

Ms. Megha Agarwal to whom the resolution relates and Mr. J. B. Aggarwal, Managing Director, Mr. Tarun Aggarwal, Whole Time Director are interested other than those no

director, key managerial personnel or their relatives, are interested or concerned in the resolution.

The Board recommends the resolution set forth in Item no. 4 for the approval of the members.

Regd. Office: D-1004, Ist Floor New Friends Colony,

New Delhi - 110065



Sd/-

Tarun Aggarwal

Date: 02.09.2015 Whole Time Director Place: New Delhi DIN: 01320462




Annual Report 2015

9

BOARD REPORT

Dear Stakeholders,

Your Directors are pleased to present herewith their Report on the business and Operation of the Company together with the Audited financials and Report of Secretarial

Auditor for the financial year ended on 31st March, 2015.

Financial Highlights

(Rupees in Lacs)

Particulars For the Year Ended

31.03.2015

For the Year

Ended 31.03.2014

Sales 2344.91 1880.60

Other Income 193.99 211.54

Total Income 2538.90 2092.14

Total Expenditure 2363.37 1969.33

Profit/(Loss) before Finance Cost &

Depreciation

175.54 122.81

Depreciation 87.21 88.34

Finance Cost 70.49 113.80

Profit/(Loss) before tax 17.83 9.01

Tax 6.64 3.88

Net Profit & (Loss) 11.19 5.12

Paid Up Share Capital 907.61 509.50

EPS (in Rs.) 0.12 0.10

0

500

1000

1500

2000

2500

3000

F.Y. 2015 F.Y. 2014 F.Y. 2013

Sales

Other Income

Expenditure

PBT

PAT

Fig1.1: Performance Chart. All the figures in Rs. Lacs.

REVIEW OF OPERATIONS During the year under review the Company has recorded total revenue of Rs. 2538.90

Lacs as compared to Rs. 2092.14 Lacs for the previous year and Net Profit of Rs. 11.19 Lacs for the year as compared to a Profit of Rs. 5.12 Lacs in the previous year. The net

profit for this financial year has increased by approximately more than two times on

account of increase in the sale volume by 25% and reduction in the Finance cost by 38.07%. The sales for the year under review were Rs. 2344.91 Lacs as compared to Rs.

1880.60 Lacs for the last year. There has been decrease in other income. The other

Annual Report 2015

10 income for the period under review is Rs. 193.99 Lacs whereas the same was Rs. 211.54

Lacs in the last financial year.

Your Company performed better during the year, despite challenging economic conditions, Your Directors is of the opinion that the Company has the immense potential

and adequate resources to achieve the rapid rate of growth in the coming years. Your Company hopes to increase its presence in the business in other Geographical Regions in

the coming years, which will significantly increase the top line and also its profitability.

DIVIDEND

The Board of Directors of your Company is of the opinion that during the year Company has not generated much profit and keeping in view the future fund requirements of the

Company, your directors do not recommended any dividend for the financial year ended March 31, 2015. The Board assures you to present a much strong financial statements in

coming years.

CHANGE IN SHARE CAPITAL During the year under consideration there was no change in the Authorised Share

Capital of the Company however the Company has allotted Equity shares on the

preferential basis to the promoters and non promoters in the month of May in the financial year 2014-15 in respect of which the application money has been received by

the Company in 2012. The Equity shares allotted as aforesaid has been listed on the BSE Limited and Delhi Stock Exchange Limited. Your Company has complied with all the

applicable laws regarding the issue, allotment and listing of Equity Shares on preferential basis.

TRANSFER TO RESERVES

Addition to the reserve is as follows:

Particulars As at 31 March, 2015 As at 31 March, 2014

Surplus:

At The Beginning Of The Accounting Period 43,480,129 42,968,293

Add: Additions During The Year

1,119,472 511,836 (Balance as per statement of profit

& loss)

Less: Adjusted Depreciation 14,718,515 -

29,881,086 43,480,129

Add; Share Premium 47,773,280 -

Total 77,654,366 43,480,129

AUDITORS The Members of the Company had at its 21st Annual General Meeting held on 30th

September 2014 approved the appointment of M/s. PVSP & Co., (Formerly Bhatia

Praveen & Co.), Chartered Accountants having registration No. 08940N as the Statutory Auditor of the Company, upto the conclusion of Annual General Meeting (AGM) to be

held in the financial year 2018-19 and offer themselves for re-appointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

In view of the rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the existing

appointment of M/s. PVSP & Co., (Formerly Bhatia Praveen & Co.), Chartered Accountants, covering the period from the conclusion of this ensuing AGM until the

Annual Report 2015

11 conclusion of the next Annual to be held in the financial year 2016-17, is being placed

for members‟ ratification.

The Board recommends the appointment of M/s PVSP & Co., Chartered Accountants the Statutory Auditors of the Company till the financial Year 2016-17 subject to ratification

of their appointment at every AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate

from them to the effect that their appointment, if ratified, would be in accordance with

the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

AUDITOR’S REPORT

The Auditor‟s Report dated 30th May 2015 on the financials statements of the company for the financial year 2014-15. The explanation to the qualification of Statutory Auditor is

as follows:

Auditors Qualification: We are unable to give our comments on the amount given for

purchase of the property of Rs.129.39 lacs & corporate advance of Rs.27.34 lacs due to lack of audit evidence.

Management Reply: Management is taking appropriate steps to substantiate the

transactions undertaken to the satisfaction of Auditor in respect of which Auditor has provided qualified opinion.

SECRETARIAL AUDITOR

The Board has appointed MB & Co., Company Secretaries, to conduct Secretarial Audit

under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15.

SECRETARIAL AUDITORS’ REPORT

The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report. Explanation to the Observation of

Secretarial Auditor is as follows:

Observation of Auditors: The Board of Directors of the Company is duly constituted

and there was no appointment of Company Secretary as required under section 203 of the Companies Act 2013.

Directors’ Explanation: Company has not appointed Company Secretary as required

under section 203 of the Companies Act 2013 and the rules made there under during the year under review, as Company is in process appropriate and competent person to hold

the post of Company Secretary.

Observation of Auditors: During the audit period, the Company changed the

designation of Mr. Yashpal Sharma and Mr. Pankaj Gupta at its Annual General Meeting but no form regarding change in designation of the said directors has been found at the

MCA Site, Ministry of Corporate Affairs, Government of India.

Directors’ Explanation: Mr. Yashpal Sharma and Mr. Pankaj Gupta were appointed as

the Independent Directors of the Company on 1st October 2003. After the implementation Companies Act 2013 there appointment was formalized by fixing the

tenure of independent directors with the approval of Shareholders in the Annual General Meeting held on 30.09.2014 and there was no change in designation of the said directors

was made. Therefore no form was required to be filed with Registrar of the Companies.

Annual Report 2015

12 Observation of Auditors: During the audit period, the Company had availed loans from

Banks and/ or Financial Institutions but the forms with respect to creation/ modification and/ or satisfaction of charges were not found at the MCA Site, Ministry of Corporate

Affairs, Government of India.

Directors’ Explanation: The Management is taking necessary steps to file the required with Registrar of Companies which was missed out inadvertently. INTERNAL AUDITORS

Company has appointed Mr. Rajiv Kumar Rattan, Chartered Accountants, Ghaziabad

having Membership No. 510170 as the internal auditor for the purpose of conducting of the operation of the Company.

DIRECTORS AND KEY MMANAGERIAL PERSONELL

APPOINTMENT AND RESIGNATION

During the financial year 2014-15, Mrs. Megha Agarwal was appointed as additional Non Executive Director of your Company at the meeting of the Board of Directors held on 23rd

March, 2015 and her tenure was upto the ensuing AGM and subsequently to be

appointed as a Non Executive Director by the shareholders at the AGM to be held on 30th September, 2015.

Further during the year Mr. Dinesh Kumar Dwivedi has resigned from the Directorship of the Company on 4th September 2014.

In accordance with the requirements of the Companies Act, 2013 the Directors liable to

retire by rotation shall not include Independent Directors and Additional Director, hence the number of Directors whose office is liable to retire at the annual general meeting are

3 namely:

1. J.B. Aggarwal

2. Shailesh Gupta 3. Tarun Aggarwal

Mr. Shailesh Gupta the Director of the Company retires by rotation and being eligible

offer himself for Re- appointment.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Company has Designated Mr. Tarun Aggarwal Whole Time Director of the Company as the Chief

Financial Officer of the Company but Company has not appointed any Company Secretary during the Year. Please refer to the explanation to the Observation offered by

Secretarial Auditor.

BOARD EVALUATION The Board of Directors has carried out an annual evaluation of its own performance and

individual directors pursuant to the provisions of the Companies Act, 2013. The

performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and

functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the

contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss, meaningful and constructive contribution and

inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of

Chairman was evaluated.

Annual Report 2015

13 EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the

transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining

the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable

legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY The Board of Directors, on the recommendation of the Nomination & Remuneration

Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of

the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management Manual in place that defines the policies, lays out

the strategies and methodology to decide on the risk taking ability of the organization.

The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place

adequate systems to ensure compliance with all regulatory and statutory matters, reviews the same on a periodic basis and takes appropriate corrective action when

necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in

the preparation of the annual accounts for the year ended 31st March, 2015 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March,

2015, 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;

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.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

therefore no statement is required be given showing the names and other particulars of

Annual Report 2015

14 the employees drawing remuneration in excess of the limits set out in the said rules are

not applicable.

PARTICULARS OF REMUNERATION The information required under Section 197(12) of the Companies Act, 2013 read with

Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the

employees of the Company for the financial year 2014-15:

S.No. Name of Director Remuneration Paid during F.Y. 2015 Ratio

1 Jai Bhagwan

Aggarwal

6,00,000 7.14

2 Tarun Aggarwal 4,80,000 5.71

ii) the percentage increase in remuneration of each Director, Chief Financial Officer,

Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15:

S.No. Name of Director

Remuneration Paid during F.Y. 2015

Remuneration Paid during F.Y.

2015

Percentage Change

1 Jai Bhagwan Aggarwal

6,00,000 4,50,000 33.33

2 Tarun Aggarwal 4,80,000 3,60,000 33.33

Company has not appointed any Company secretary during the year under review. Mr. Tarun Aggarwal is Director Finance and Compliance officer of the Company.

iii) the percentage increase in the median remuneration of employees in the financial

year 2014-15: 37.50%

iv) the number of permanent employees on the rolls of company: 27

v) the explanation on the relationship between average increase in remuneration and

company performance:

During the period under review the increase in the remuneration is 25.54% and the revenue of the Company increased by 25% and the net profit has been increased to two

time in comparison to profit in previous financial year ended on 31.03.2014.

vi) Comparison of the remuneration of the Key Managerial Personnel against the

performance of the Company:

The Remuneration is being paid in Key Managerial personnel to Mr. Jai Bhagwan Aggarwal, Managing Director of the Company and Mr. Tarun Aggarwal, Whole Time

Director (Finance).

Remuneration paid to Mr. Jai Bhagwan Aggarwal and Mr. Tarun Aggarwal during the period under review is Rs. 600000 and Rs. 480000. The Performance of the Company

has improved drastically during the period. Total Revenue of the Company increased by

21.38% whereas the profit before tax and after tax has been almost doubled.

Annual Report 2015

15

0

500

1000

1500

2000

2500

3000

F.Y. 2015 F.Y. 2014

Remuneration of KMP

Remuneration ofEmployees

Revenue

PBT

PAT

Comparison of Increase in remuneration with performance of Company

vii) variations in the market capitalisation of the Company, price earnings ratio as at the

closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in

comparison to the rate at which the Company came out with the last public offer, the variations in the net worth of the Company as at the close of the current financial year

and previous financial year:

Particulars Unit As at 31st

March, 2015

As at 31st

March, 2014

Variation

Closing rate of share at BSE

Rs. 9.00 19.95 (54.88)

Net Worth Rs./Lac 1684.15 944.30 78.35

Market Capitalization Rs./Lac 816.85 1016.45 (19.64)

Price Earnings Ratio Rs. 75.00 199.50 (62.41)

viii) Average percentile increase already made in the salaries of employees other than

the managerial personnel in the last financial year and its comparison with the percentile

increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the remuneration of the employees other than Key

Managerial Personnel is 37.50 and the increase in the remuneration of Key Managerial Personnel is 33.33%.

ix) Comparison of the each remuneration of the Key Managerial Personnel against the

performance of the Company:

The remuneration is paid to Mr. Jai Bhagwan Aggarwal and Mr. Tarun Aggarwal.

Comparison of remuneration paid to each of them and performance of Company is as follows:

S.No. Name of Director Remuneration Paid Revenue Profit

1 Jai Bhagwan Aggarwal 600000 253890363 1119472

2 Tarun Aggarwal 480000 253890363 1119472

Annual Report 2015

16 x) the key parameters for any variable component of remuneration availed by the

Directors:

No variable component of remuneration is availed by Directors.

xi) the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director

during the year:

There is no employee in the Company who is in receipt of the remuneration more than

Director.

xii) affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited and Delhi Stock Exchange

Limited. The trading in to the equity shares of the Company is active on the BSE Limited under B Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However, there were related party

transactions. All related party transactions that were entered by the Company during the financial year were on an arm's length basis. All related party transactions are presented

to the Audit Committee and the Board for approval.

The policy on materiality of related party transactions and dealing with related party

transactions as approved by the Board can be accessed on the Company's website at the link: www.Kuwerindustries.com

The details of the transactions with related party are provided in the accompanying financial statements.

CORPORATE GOVERNANCE

Your Company believes and preached the Corporate Governance practices which are in

line with legal requirements of Clause 49 of listing agreement and Companies Act 2013. The Company has adopted the practices which are prevalent in the industry. Further

Securities and Exchange Board of India vide its Circular (Circular No. CIR/CFD/Policy Cell/7/2014) dated 15th September 2014 has exempted certain Companies from

mandatory Compliance of provision of clause 49 of listing agreement entered in to with the Stock Exchange where the Share of the Company are listed. In terms of said circular

every Company which has paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25 Crore are exempted from complying with the provisions of clause 49 of listing

agreement.

The Paid up capital of you company is Rs. 9.08 Crore and Net worth is Rs. 16.84 Crore

therefore your Company is exempted from the complying with the provision of clause 49, however your director assure you that your company will continue to follow the good

corporate governance practices. The separate section on corporate governance is being discontinued and director shall inform the stakeholders in the Board Report section.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed

decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee

http://www.kuwerindustries.com/

Annual Report 2015

17 Nomination and Remuneration Committee

Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure-III to this

Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2015, 10 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two

Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below:

Sr. No.

Date Sr. No.

Date

1. 15.04.2014 6. 15.09.2014

2. 15.05.2014 7. 14.11.2014

3. 26.05.2014 8. 13.02.2015

4. 14.08.2014 9. 17.03.2015

5. 04.09.2014 10. 23.03.2015

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members, including one is Whole-Time-Director viz. Tarun Gupta and two are Non executive Independent director viz.

Yashpal Sharma, Mr. Pankaj Gupta. Mr. Pankaj Gupta is heading the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its

meeting held on 30th May, 2014 has adopted a vigil mechanism/whistle blower policy of

the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the

Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil

mechanism/whistle blower policy can be accessed on the Company's website at the link: www.Kuwerindustries.com.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to

consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the

provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the Company has received no complaints on sexual

harassment.

F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN

AND SECURITY PROVIDED Particulars of loans given, investments made, guarantees given and securities provided

in the financial statements.

http://www.kuwerindustries.com/

Annual Report 2015

18 G) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under

any scheme. 4. The Managing Directors of the Company did not receive any remuneration or

commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of

the Director's report for the year ended 31st March, 2015 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION The provisions related conservation of energy does not apply to the Company, therefore,

the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given.

However, the Company is conscious about its responsibility to conserve energy, power

and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz., Use of energy saver

electrical equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the

projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue

to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT Your company has not undertaken any research and development work during the year

2014-15. However, in order to minimize its cost and increase the quality of its projects, your Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2015 Year 2014

(Amt.) (Amt.) Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and

Development Authorities connected with the business of the Company, Bankers of the

Annual Report 2015

19 Company, Housing Finance as well as other Institutions for their co-operation and

continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts

put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better

working results during the current year.

Regd. Office: D-1004, Ist Floor New Friends Colony, New Delhi -

110065



Sd/- Sd/-

Tarun Aggarwal J.B. Aggarwal

Date: 02.09.2015 Whole Time Director

Managing Director

Place: New Delhi DIN: 01320462 DIN: 00315184

Annual Report 2015

20

ANNEXURE [I]

Form No. MR-3 SECRETARIAL AUDIT REPORT

For The Financial Year Ended 31st March, 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the

Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

THE MEMBERS, KUWER INDUSTRIES LIMITED

(CIN: L74899DL1993PLC056627) D-1004, FIRST FLOOR, NEW FRIENDS COLONY,

NEW DELHI- 110065

We have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by KUWER INDUSTRIES LIMITED (CIN: L74899DL1993PLC056627) (hereinafter called the company).

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate statutory compliances and expressing our opinion thereon.

Based on our verification of the 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, We hereby report that in our opinion, the company has, during the

audit period covering the financial year ended on 31st March, 2015 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:

1. We have examined the books, papers, minute books, forms and returns filed and

other records maintained by the company for the financial year ended on 31st March, 2015 according to the provisions of:

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

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

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder;

(iv) Foreign Exchange Management Act, 1999 (FEMA) & the Rules and

Regulations made there under 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;

Annual Report 2015

21

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option

Scheme and Employee Stock Purchase Scheme) Guidelines, 1999- Not

Applicable to the Company during the Audit Period;

e. The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008- Not Applicable to the Company during the Audit Period;

f. The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents)Regulations, 1993 regarding the Companies Act

and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 -Not Applicable to the Company during the Audit

Period; and

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

Regulations, 1998 - Not Applicable to the Company during the Audit

Period;

(vi) Other Laws applicable to the Company:

i. Industrial Disputes Act, 1947

ii. The Payment of Wages Act, 1936

iii. The Minimum Wages Act, 1948

iv. Employee State Insurance Act, 1948

v. The Employee Provident Fund and Miscellaneous Provisions Act, 1952

vi. The Payment of Bonus Act, 1965

vii. The Payment of Gratuity Act, 1972

viii. The Contract Labour( Regulation and Abolition) Act, 1970

ix. The Maternity Benefits Act, 1961

x. The Income Tax Act, 1961

xi. The Finance Act, 1994

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Not notified hence not applicable to the Company during the Audit Report.

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

and Delhi Stock Exchange.

During the period under review the Company has complied with the provisions of the

Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to following observations:

Annual Report 2015

22

1. The Board of Directors of the Company is duly constituted and there was no

appointment of Company Secretary as required under section 203 of the

Companies Act 2013.

2. During the audit period, the Company changed the designation of Mr. Yashpal

Sharma and Mr. Pankaj Gupta at its Annual General Meeting but no form

regarding change in designation of the said directors has been found at the MCA

Site, Ministry of Corporate Affairs, Government of India.

3. The Company has duly adopted the regulations of Articles of Association as per

Companies Act, 2013.

4. During the audit period, the Company had availed loans from Banks and/ or

Financial Institutions but the forms with respect to creation/ modification and/ or

satisfaction of charges were not found at the MCA Site, Ministry of Corporate

Affairs, Government of India.

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive 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.

2. The Constitution of Board & Statutory Committees as observed by us is mentioned

below:

BOARD OF DIRECTORS

S.No. Name of the Director Category

1. Mr. J.B. Aggarwal Managing director

2. Mr. Tarun Aggarwal Whole Time Director

3. Mr. Shailesh Gupta Non Executive Director

4. Mr. Yashpal Sharma Independent Director

5. Mr. Pankaj Gupta Independent Director

6. Mrs. Megha Aggarwal Additional Director

COMMITTEES OF BOARD OF DIRECTORS

A. AUDIT COMMITTEE

S.No. Name of the Director Category Designation

1. Mr. Pankaj Gupta Independent Director Chairman

2. Mr. Tarun Aggarwal Whole Time Director Member

3. Mr. Yashpal Sharma Independent Director Member

Annual Report 2015

23

B. REMUNERATION & NOMINATION COMMITTEE


1. Mr. Yashpal Sharma Independent Director Chairman

2. Mr. Pankaj Gupta Independent Director Member

3. Mr. Shailesh Gupta Non Executive Director

Member

C. SHAREHOLDER’S GRIEVANCES COMMIITTEE


1. Mr. Shailesh Gupta Non Executive

Director

Chairman

2. Mr. Tarun Aggarwal Whole Time Director Member

3. Mr. Pankaj Gupta Independent Director Member

3. Adequate notice is given to all directors to schedule the Board Meetings, agenda

and detailed notes on agenda were sent and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the

meeting and for meaningful participation at the meeting.

4. Majority decision is carried through while the dissenting members‟ views are

captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor

and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that compliance of applicable financial laws including Direct and Indirect Tax Laws by the company has not been reviewed in this Audit since

the same has been subject to review by the Statutory Auditors and other

designated professionals.

We further report that during the audit period the company has no instances of: Rights issue of shares/debentures/sweat equity but the public/ preferential issue

of securities was made during the audit period.

Redemption/buy back of securities

Major Decision taken by the members in pursuance to section 180 of the

Companies Act, 2013

Annual Report 2015

24 Merger/amalgamation/reconstruction etc.

Foreign technical collaborations.

For M.B. & Co.

Company Secretaries Sd/-

Mehak Bangia CP No. : 12895

Membership No. : 31095

Place: New Delhi

Date : 25.08.2015

Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part of this report

“ANNEXURE-A”

25th August, 2015

To,

THE MEMBERS, KUWER INDUSTRIES LIMITED

(CIN: L74899DL1993PLC056627)

D-1004, FIRST FLOOR, NEW FRIENDS COLONY, NEW DELHI- 110065

Our Secretarial Audit Report of even date is to be read along with this letter.

Management’s Responsibility

1) It is the responsibility of the management of the Company to maintain

secretarial records, devise proper systems to ensure compliance with the

provisions of all applicable laws and regulations and to ensure that the systems

are adequate and operate effectively.

Auditor's Responsibility

2) Our responsibility is to express an opinion on the secretarial records, standards

and procedures followed by the Company with respect to secretarial

compliances.

3) We have followed the audit practices and processes as were appropriate to

obtain reasonable assurance about the correctness of the contents of the

Secretarial records. The verification was done on the test basis to ensure that

correct facts are reflected in Secretarial records. We believe that the processes

and practices, we followed provide a reasonable basis for our opinion.

4) We believe that audit evidence and information obtained from the Company's

management is adequate and appropriate for us to provide a basis for our

opinion.

Annual Report 2015

25 5) Wherever required, we have obtained the management's representation about

the compliance of laws, rules and regulations and happening of events etc.

6) We have not verified the correctness and appropriateness of financial records

and books of accounts of the Company.

Disclaimer

7) The Secretarial Audit Report is neither an assurance as to the future viability of

the Company nor of the efficacy or effectiveness with which the management

has conducted the affairs of the Company.

For M.B. & Co.

Company Secretaries

Sd/-

Mehak Bangia CP No. : 12895

Membership No. : 31095

Place: New Delhi Date : 25.08.2015

It is stated that the compliance of all applicable provisions of the Companies Act, 2013 is

the responsibility of the management of the Company. Our examination on the test check basis was limited to the procedure followed by the Company for ensuring

compliance with the said provision, We state that such compliance is not an assurance as to the future validity of the Company. We further state that this is neither an audit nor

an expression on the financial statements/ activities of the Company.

.

Annual Report 2015

26

ANNEXURE II

NOMINATION AND REMUNERATION POLICY

I. GUIDING PRINCIPLES The Policy ensures that

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company

successfully;

Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

Remuneration to Directors, Key Managerial Personnel and Senior Management 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.

II. ROLE OF THE COMMITTEE The role of the Committee inter alia will be the following:

To formulate a criteria for determining qualifications, positive attributes and

independence of a Director. Formulate criteria for evaluation of Independent Directors and the Board.

Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

To carry out evaluation of every Director‟s performance. To recommend to the Board the appointment and removal of Directors and Senior

Management. To recommend to the Board policy relating to remuneration for Directors, Key

Managerial Personnel and Senior Management.

Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate

performance benchmarks. To devise a policy on Board diversity.

III. FREQUENCY OF THE MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

IV. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications: The Committee shall identify and ascertain the integrity, qualification, expertise and

experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to

decide whether qualification, expertise and experience possessed by a person are

sufficient / satisfactory for the concerned position. The Company shall not appoint or continue the employment of any person as

Managing Director/Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended

beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such

motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure: Managing Director/Whole-time Director/Manager (Managerial Person):

Annual Report 2015

27 The Company shall appoint or re-appoint any person as its Managerial Person for a

term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a

special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, but

such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent

Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

However, if a person who has already served as an Independent Director for 5 years or more in the Company as on 1 October, 2014 or such other date as may be

determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed

companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company

or such other number as may be prescribed under the Act.

Evaluation: The Committee shall carry out evaluation of performance of every Director.

KMP and Senior Management on yearly basis or as when required.

Removal: Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules

made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a

Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

Retirement: The Director, KMP and Senior Management shall retire as per the applicable provisions of

the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position /

remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

V. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP

AND SENIOR MANAGEMENT

1. General:

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and

recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the

Company and Central Government, wherever required. The remuneration and commission to be paid to Managerial Person shall be as per

the statutory provisions of the Companies Act, 2013, and the rules made thereunder

for the time being in force. Increments to the existing remuneration / compensation structure may be

recommended by the Committee to the Board which should be within the slabs

Annual Report 2015

28 approved by the Shareholders in the case of Managerial Person. Increments will be

effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company.

2. Remuneration to Managerial Person, KMP and Senior Management:

Fixed pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly

remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013,

and the rules made thereunder for the time being in force and also depend on the

financial position of Company.

Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the

Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply

with such provisions, with the prior approval of the Central Government.

Provisions for excess remuneration:

If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies

Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold

it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

3. Remuneration to Non-Executive / Independent Director:

Remuneration / Commission:

The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in

force.

Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees

for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act,

2013, per meeting of the Board or Committee or such amount as may be prescribed

by the Central Government from time to time.

Limit of Remuneration /Commission: Remuneration /Commission may be paid within the monetary limit approved by

shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

VI. REVIEW AND AMENDMENT

The Committee or the Board may review the Policy as and when it deems necessary. The Committee may issue the guidelines, procedures, formats, reporting mechanism

and manual in supplement and better implementation to this Policy, if it thinks necessary.

This Policy may be amended or substituted by the Committee or by the Board as and when required and also by the Compliance Officer where there is any statutory

changes necessitating the change in the policy.

Annual Report 2015

29

ANNEXURE III

EXTRACT OF ANNUAL RETURN

FORM MGT-9 (Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:

1 CIN L74899DL1993PLC056627

2 Registration Date 24th December 1993

3 Name of the Company Kuwer Industries Limited

4 Category/Sub-category of the Company Non Government Company

Company limited by shares

5 Address of the Registered office & contact details D-1004, First Floor, New Friends Colony, New Delhi 110065

6 Whether listed company Yes

7 Name, Address & contact details of the Registrar &

Transfer Agent, if any.

M/s Skyline Financial Services Private Limited 1st Floor, D-153A,

Okhla Industrial Area, Phase I, New Delhi Pin Code 110 020,

INDIA

Ph. No. 011 2681 2682, 6473 2681

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

S.

No.

Name and Description of main products / services NIC Code of the

Product/service

% to total turnover

of the company

1 Manufacturing of Plastic Products 222 92.34

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1

2

IV. SHARE HOLDING PATTERN

(i) Category-wise Share Holding

Category of Shareholders

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

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

% Change during

the year Demat Physical Total % of Total

Shares Demat Physical Total % of

Total Shares

Annual Report 2015

30

A. Promoters

(1) Indian

a) Individual/

HUF 2396490

- 2396490 47.04 3357192 - 3357192 36.99 40.09

b) Central Govt - - - 0.00 - - 0 0.00 0.00

c) State Govt(s) - - - 0.00 - - 0 0.00 0.00

d) Bodies Corp. 66,150 - 66,150 1.30 455,436 - 455436 5.02 588.49

e) Banks / FI - - - 0.00 - 0.00 0.00

f) Any other - - - 0.00 - 0.00 0.00

Sub Total (A) (1)

- - 2462640 48.33 3,812,628 - 3,812,628

42.01 54.82

(2) Foreign

a) NRI Individuals

- 0.00 - - 0.00 0.00

b) Other Individuals

- 0.00 - - 0.00 0.00

c) Bodies Corp. - 0.00 - - 0.00 0.00

d) Any other - 0.00 - - 0.00 0.00

Sub Total (A) (2)

- - - 0.00 - - - 0.00 0.00

TOTAL (A) - - 2462640 48.33 3,812,628 - 3,812,628

42.01 54.82

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - 0.00 - - 0.00 0.00

b) Banks / FI - - - 0.00 159,900 70,100 230,000 2.53 0.00

c) Central Govt - - - 0.00 - - 0.00 0.00

d) State Govt(s) - - - 0.00 - - 0.00 0.00

e) Venture Capital Funds

- - - 0.00 - - 0.00 0.00

f) Insurance Companies

- - - 0.00 - - 0.00 0.00

g) FIIs - - - 0.00 - - 0.00 0.00

h) Foreign Venture Capital Funds

- - - 0.00 - - 0.00 0.00

i) Others (specify)

- - - 0.00 - - 0.00 0.00

Sub-total (B)(1):-

- - - 0.00 159,900 70,100 230,000 2.53 0.00

2. Non-Institutions

a) Bodies Corp.

i) Indian 211,866 478,900 690,766 13.56 662180 228900

891,080 9.82 -3.74

ii) Overseas - 0.00 0 0 0 0.00 0.00

b) Individuals

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

479,942 631300 1111242 21.81 517826 598700 1116526 12.30 -9.51

Annual Report 2015

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

lakh

521509 32300 553809 10.87 2525027 32300 2557327 28.18 17.31

c) Others (specify)

HUF 76,858 0 76858 1.51 269890 0 269,890 2.97 1.47

Overseas Corporate Bodies

- 0.00 - 0.00 0.00

Clearing Members

3,285 - 3,285 0.06 1211 0 1,211 0.01 -0.05

Trusts - 0.00 - 0.00 0.00

NRI 2,300 194,100 196,400 3.85 4300 193100 197,400 2.17 0.51

Sub-total (B)(2):-

1295760

1336600 2632360 51.67 3,976,134

1053000

5033434 55.46 3.79

Total Public (B)

1295760

1336600 2632360 51.67 4,136,034

1123100

5263434 57.99 99.95

C. Shares held by Custodian for GDRs & ADRs

- 0.00 0.00 0.00

Grand Total (A+B+C)

1295760

1336600 5095000 100.00 7,948,662

1123100

9076062 100.00 154.77

(ii) Shareholding of Promoter

SN Shareholder‟s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in

shareholding during

the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered

to total shares

No. of Shares

% of total

Shares of

the company

% of Shares

Pledged /

encumbered to total

shares

1 RK Aggarwal 10 0.00% 0.00% 10 0.00% 0 0.00%

2 Tarun Aggarwal 573,190 11.25% 0.00% 1255008 13.83% 0 0.00%

3 J B Aggarwal 1,112,150 21.83% 0.00% 1219292 13.43% 0 0.00%

4 Shalini Gupta 20,000 0.39% 0.00% 20,000 0.22% 0 0.00%

5 Anjali Garg 83,500 1.64% 0.00% 83,500 0.92% 0 0.00%

6 Usha Aggarwal 607,640 11.93% 0.00% 756,665 8.34% 0 0.00%

7 Megha Aggarwal - 0.00% 0.00% 22,727 0.25% 0 0.25%

8 VCT Lease Invest Pvt. Ltd 66,150 1.30% 0.00% 66,150 0.73% 0 0.00%

9 Kuwer Packaging Pvt. Ltd. - 0.00% 0.00% 302,923 3.34% 0 3.34%

10 JTV Labels Pvt. Ltd - 0.00% 0.00% 86,363 0.95% 0 0.95%

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN For each of the Top 10

shareholders

Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares

No. of shares % of total shares

1 Vijay Darak

At the beginning of the year 01.04.2014

-

0.00% -

0.00%

Changes during

the year 30.06.2014 Allotment

227,272

2.50%

227,272

2.50%

At the end of the year

31.03.2015

227,272 2.50%

227,272 2.50%

2 Nirman share Brothers Pvt. Ltd.

Annual Report 2015

32


36,374 0.40% 36,374 0.71%

Changes during the year 02.05.2014

Purchase 400 0.00% 36,774 0.00%


Purchase 3,100 0.03% 39,874 0.44%


Sale 3,100 0.03% 36,774 0.41%


Purchase 496 0.01% 37,270 0.41%


Purchase 4,400 0.05% 41,670 0.46%


Purchase 2,748 0.03% 44,418

0.49%


Sale 8,195 0.09% 36,223 0.40%


Purchase 29,250 0.32% 65,473 0.72%


Sale 28,800 0.32% 36,673 0.40%


Purchase 1,500 0.02% 38,173 0.42%


Purchase 2,650 0.03% 40,823 0.45%


Sale 5,000 0.06% 35,823 0.39%


Sale 23,000 0.25% 12,823 0.14%


Sale 2,000 0.02% 10,823 0.12%


Purchase 261 0.00% 11,084 0.12%


Purchase 210,000 2.31% 221,084 2.44%


31.03.2015

221,084 2.44% 221,084 2.44%

3 Kapoor Singh


- 0.00% - 0.00%


Purchase 204,545 2.25% 204,545 2.25%


31.03.2015

204,545 2.25% 204,545 2.25%

4 ICICI Bank Limited


- 0.00% - 0.00%


Purchase 179,900 1.98% 179,900 1.98%

Changes during the year

23.01.2015 Sale

20,000 0.22% 159,900 1.76%


31.03.2015

159,900 3.14% 159,900 1.76%

5 Southern India depository Service Pvt. Ltd.


138,900 1.53% 138,900 1.53%


No Change 0.00% 0.00%


31.03.2015

138,900 1.53% 138,900 1.53%

6 Arihant Capital MKT. Ltd.


17,553 0.19% 131,706 1.45%


Sale 2,633 0.03% 14,920 0.16%

Changes during

the year 02.05.2014 Sale

400 0.00% 14,520 0.16%


Purchase 302 0.00% 14,822 0.16%


Purchase 200 0.00% 15,022 0.17%


Purchase 1,799 0.02% 16,821 0.19%

Annual Report 2015

33


Sale 100 0.00% 16,721 0.18%


Sale 725 0.01% 15,996 0.18%


Purchase 700 0.01% 16,696 0.18%


Sale 500 0.01% 16,196 0.18%


Sale 400 0.00% 15,796 0.17%


Sale 600 0.01% 15,196 0.17%


Purchase 300 0.00% 15,496 0.17%


Sale 499 0.01% 14,997 0.17%


Sale 801 0.01% 14,196 0.16%


Purchase 100 0.00% 14,296 0.16%


Purchase 2,150 0.02% 16,446 0.18%


Sale 1,000 0.01% 15,446 0.17%


Purchase 299 0.00% 15,675 0.17%


Sale 500 0.01% 15,175 0.17%


Sale 701 0.01% 14,474 0.16%


Sale 602 0.01% 13,872 0.15%


Sale 1,100 0.01% 12,772 0.14%


Sale 12,772 0.14% - 0.00%


Purchase 134,972 1.49% 134,972

1.49%


31.03.2015

134,972 1.49% 134,972 1.49%

7 Jitendra Singhal


- 0.00% - 0.00%


Purchase 113,636 1.25% 113,636 1.25%

At the end of

the year 31.3.2015

113,636 1.25% 113,636 1.25%

8 Rohit Darak

At the beginning of

the year 01.04.2014

- 0.00% - 0.00%

Changes

during the year 30.06.2014 Purchase

113,636 1.25% 113,636 1.25%

At the end of

the year 31.3.2015

113,636 1.25% 113,636 1.25%

9 Sharad Kumar

Darak

At the beginning of

the year 01.04.2014

- 0.00% - 0.00%

Changes


113,636 1.25% 113,636 1.25%

At the end of

the year 31.3.2015

113,636 1.25% 113,636 1.25%

10 Ajay Beswal

At the beginning of

the year 01.04.2014

- 0.00% - 0.00%

Changes


113,636 1.25% 113,636 1.25%

At the end of

the year 31.3.2015

113,636 1.25% 113,636 1.25%

Annual Report 2015

34

(v) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and

each Key Managerial

Personnel

Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares

No. of shares

% of total shares

1 Jai Bhagwan

Aggarwal

At the beginning of

the year 01.04.2014

1,112,150 21.83% 1,112,150 21.83%

Changes during the

year 26.05.2014 Allot

250000 2.75%

1362150 15.01%

At the end of the

year 31.03.2015

1362150 15.01%

1362150 15.01%

2 Tarun Aggarwal

At the beginning of the year

01.04.2014

573,190 11.25% 0.00%

Changes during the


681,818 7.51% 1,255,008 13.83%

At the end of the

year 31.03.2015

1,255,008 13.83% 1,255,008 13.83%

3 Yashpal Sharma

At the beginning of

the year 01.04.2014 0.00% 0.00%

Changes during the

year

0.00% 0.00%

At the end of the

year 31.03.2015

0.00% 0.00%

4 Shailesh Gupta

At the beginning of

the year 01.04.2014

-

0.00% 0.00%

Changes during the

year

-

0.00% 0.00%

At the end of the

year 31.03.2015

-

0.00% 0.00%

5 Pankaj Gupta

At the beginning of

the year 01.04.2014

-

0.00% 0.00%

Changes during the

year

-

0.00% 0.00%

At the end of the

year 31.03.2015

-

0.00% 0.00%

6 Megha Agarwal

At the beginning of

the year 01.04.2014

-

0.00% 0.00%

Changes during the


22,727

0.25% 22,727

0.25%

At the end of the

year 31.03.2015

22,727

0.25% 22,727

0.25%

V. INDEBTEDNESS

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

(Amt. Rs./Lacs)

Particulars Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

703.60

105.55 - 809.15

ii) Interest due but not paid

-

- - -

iii) Interest

accrued but not due

- - - -

Total (i+ii+iii)

703.60 105.55 - 809.15

Change in Indebtedness during the financial year

Annual Report 2015

35

* Addition -

-

- -

* Reduction

425.84

102.85

- 528.69

Net Change

425.84 102.85 - 528.69

Indebtedness at the end of the financial year

i) Principal Amount

277.76

2.70

- 280.46

ii) Interest due but not paid

-

-

- -

iii) Interest accrued but not due

- - - -

Total (i+ii+iii)

277.76 2.70 - 280.46

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

SN. Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

Name Jai Bhagwan Aggarwal Tarun Aggarwal (Rs/Lac)

Designation Managing Director Whole Time Director

1 Gross salary 6.00 4.80 10.80

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-

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

-

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

-

2 Stock Option - - -

3 Sweat Equity -

- -

4

Commission

-

- as % of profit - - -

- others, specify - - -

5 Others, please specify - - -

Total (A) 6.00 4.80 10.80

Ceiling as per the Act - - 42.00

SN. Particulars of Remuneration Name of Directors Total

Amount

(Rs/Lac)

1 Independent Directors Yashpal Sharma Pankaj Gupta

Fee for attending board committee meetings

- - -

Commission - -

-

Others, please specify - - -

Total (1) - - -

2 Other Non-Executive Directors Shailesh Gupta Megha Aggarwal -

Fee for attending board committee meetings

- - -

Commission - - -

Others, please specify - - -

Total (2) - - -

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

Total Managerial Remuneration - - -

Overall Ceiling as per the Act 100000.00 100000.00

100000.00

Annual Report 2015

36

Company does not pay any remuneration to Non executive Directors and Independent Directors.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD SN. Particulars of Remuneration Name of Key Managerial Personnel Total Amount

Name (Rs/Lac)

Designation CEO CFO CS

Gross salary - - -

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-

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

-

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -

2 Stock Option - - - -

Sweat Equity - -

- -

4

Commission

- as % of profit - - - -

- others, specify -

5 Others, please specify

- - - -

Total

- - - -

Company has not appointed Company Secretary during the period under review. Further the remuneration paid

to Managing Director and Whole Time Director is disclosed above.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of

the Companies

Act

Brief

Description

Details of Penalty /

Punishment/ Compounding fees

imposed

Authority [RD /

NCLT/ COURT]

Appeal made, if any

(give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Annual Report 2015

37

Auditors’ Report

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS


Report on the Financial Statements

We have audited the accompanying financial statements of KUWER INDUSTRIES

LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and

a summary of the 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 of these financial

statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally

accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also

includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting

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 controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that

give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing

standards 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 misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The

procedures selected depend on the auditor‟s judgment, including the assessment of the risks of material misstatement of the financial statements, 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 a 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 the operating

effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made

by the Company‟s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion on the standalone financial

statements.

Annual Report 2015

38

Basis for Qualified Opinion We are unable to give our comments on the amount given for purchase of the property

of Rs.129.39 lacs & corporate advance of Rs.27.34 lacs due to lack of audit evidence.

Opinion In our opinion and to the best of our information and according to the explanations given

to us, except for the effects of the matter described in the basis for Qualified opinion paragraph, the aforesaid 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 31st March, 2015, and its profit/loss and its cash flows for the year ended on that

date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor‟s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act,

we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is

disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor‟s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to

the best of our information and according to the explanations given to us:

i.) The Company have pending litigations with CBEC in Allahabad High Court in respect

of demand raised by Excise Dept. of Rs.114 lacs (For the FY 2007-08) & 111 lacs (For

the FY 2011-12), and with Income Tax Dept. in CIT(Appeal) in respect of demand raised for AY 2011-12 amounting to Rs.43.72 lacs. The above said cases would impact the

financial position of the Company.

ii.) The Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses.

iii.) There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company.

FOR PVSP & Co.

Chartered Accountant

(FRN No. 008940N)

Place: New Delhi (Vinod Ralhan)

Date: 30-05-2015 (Partner)

(Membership No. 1503)

Annual Report 2015

39

Annexure to the Auditors’ Report

The Annexure referred to in our report to the members of KUWER INDUSTRIES LIMITED (the Company’) for the year Ended on 31st March 2015. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by

which fixed assets are not physically verified by the management during the year but

there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies

were noticed on such verification.

(ii ) a) As per the information and explanations given to us, the inventories have been physically verified by the management at reasonable intervals during the year.

b) In our opinion and as per the information and explanations given to us, procedures of physical verification of inventory followed by the management are reasonable and

adequate in relation to the size of the Company and nature of its business.

c) The Company is maintaining proper records of inventories. In our opinion, discrepancies noticed on physical verification of inventory were not material in relation to

the operations of the Company and the same have been properly dealt with in the books of account.

(iii) The Company has not granted any loans to any bodies corporate, firm or other parties covered in the register maintained under section 189 of the Companies Act,

2013.

(iv) In our opinion and according to the information and explanations given to us, there

is an adequate internal control system commensurate with the size of the Company and

the nature of its business with regard to purchase of fixed assets and sale of Products. The activities of the Company involve purchase of Raw Material, Manufacturing and the

sale of finished goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) As Per the guideline issued by Central Govt. the company is required to maintain

cost record under section 148(1), and shall submit a dully certified report by cost accountant along with the annexure to the Central Govt. We are of the opinion that

prima facie the prescribed cost records have been 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) (a) According to information and explanations given to us and the records examined by us, the Company has generally been regular in depositing with appropriate authorities

undisputed statutory dues including provident fund, investor education and protection fund, employees‟ state insurance, income tax, value added tax, wealth tax, custom duty,

excise duty, cess and other statutory dues wherever applicable.

(b) According to information and explanations given to us, no undisputed arrears of

statutory dues were outstanding as at March 31, 2015, for a period of more than six

months from the date they became payable expect Income Tax Demand for various years amounting to Rs. 28.19/- lacs.

(c) According to the records of the Company, there are no dues outstanding in respect of income tax, UP-VAT, customs duty, wealth-tax, service tax, excise-duty, cess, on

account of any dispute. However following amounts are involved with under-mentioned forums, in respect of the disputed statutory dues: -

- The Company have pending litigations with CBEC in Allahabad High Court in respect of demand raised by Excise Dept. of Rs.200.91/- lacs (net), and with Income Tax Dept. in

CIT(Appeal) in respect of demand raised for AY 2011-12 amounting to Rs.43.72 lacs.

Annual Report 2015

40

(viii) The Company have not accumulated losses less than 50% of its net worth, at the end of the financial year and has not incurred cash losses in the financial year and in the

immediately preceding financial year. (ix) The Company did not have any outstanding dues to financial institutions, banks or

debenture holders during the year.

(x) In our opinion and according to the information and the explanations given to us, the

Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company has taken a term loans of Rs.9 lacs during the year and utilised the

Term loans against the Purpose for which they were taken.

(xii) According to the information and explanations given to us, no material fraud on or

by the Company has been noticed or reported during the course of our audit.

FOR PVSP & Co.

Chartered Accountant

(FRN No. 008940N)

Place: New Delhi (Vinod Ralhan)

Date: 30-05-2015 (Partner)

(Membership No. 1503)

Annual Report 2015

41


Balance Sheet as on 31.03.2015

Particulars Note As at March 31,

2015

As at March 31,

2014

I EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 3 90,760,720 50,950,000

(b) Reserves And Surplus 4 77,654,366 43,480,129

168,415,086 94,430,129

(2) Share Application Money Pending allotment - 87,584,000

(3) Non-Current Liabilities

(a) Long Term Borrowings 5 1,073,006 21,006,339

(b) Deferred Tax Liabilities (Net) 6 14,177,837 14,732,629

(c) Long-Term Provisions 7 1,557,454 1,490,102

16,808,297 37,229,070

(4) Current Liabilities

(a) Short Term Borrowings 8 26,973,470 59,908,496

(b) Trade Payables 9 16,126,432 26,099,035

(c) Other Current Liabilities 10 6,670,593 7,471,012

(d) Short Term Provisions 11 1,218,598 1,353,635

50,989,094 94,832,177

TOTAL 236,212,477 314,075,377

II ASSETS

(1) Non-Current Assets

(a) Fixed Assets

Tangible Assets 12 59,732,056 70,141,613

Capital work-in-progress - -

(b) Non-current investment - -

(c) Deferred tax assets (Net) - -

(d) Long term loans and advances 13 13,864,349 10,202,885

(e) Other non-current assets - -

(2) Current Assets

(a) Current Investments - -

(b) Inventories 14 66,993,416 92,062,492

(c) Trade receivables 15 58,844,102 63,594,898

(d) Cash and cash equivalents 16 3,202,127 6,397,243

(e) Short-term loans and advances 17 33,355,898 71,487,475

Annual Report 2015

42

(f) Other current assets 18 220,530 188,771

162,616,072 233,730,879

TOTAL 236,212,477 314,075,377

Summary of significant accounting policies 2

The accompanying notes are the integral part of these financial statements

In terms of report of even date attached

For PVSP & Co.

For and on the Behalf of the Board

of Directors Kuwer Industries Limited

Chartered Accountants Sd/- Sd/-

Sd/- J.B. Aggarwal Tarun Aggarwal Vinod Ralhan Managing

Directors

Whole Time

Directors (Partners) DIN: 00315184 DIN: 01320462

M.No. 091503 FRN: 008940N

Date: 30.05.2015

Place: New Delhi

Annual Report 2015

43 STATEMENT OF PROFIT AND LOSS FOR FINANCIAL YEAR ENDING ON

31.03.2015

Particulars Note For the year

ended March

31, 2015

For the year

ended March

31, 2014

I Revenue From Operations 19

234,491,360

188,060,099

II Other Income 20

19,399,003

21,154,105

III Total Revenue (I+II)

253,890,363

209,214,205

IV Expenses:

Cost Of Material Consumed 21

144,799,956

127,110,698

Changes In Inventories Of Finished Goods, 22

28,669,269

3,817,980

Work-In-Progress And Stock -In-Trade

Employee Benefits Expenses 23

5,833,999

5,399,745

Finance Costs 24

7,049,427

11,380,712

Depreciation And Amortization Expense 25

8,720,840

8,834,046

Other Expenses 26

57,033,592

51,770,571

Total Expenses

252,107,084

208,313,753

V Profit Before Exceptional And

1,783,279

900,452

Extraordinary Items And Tax (III-IV)

VI Exceptional Items

-

-

VII. Profit Before

1,783,279

900,452

Extraordinary Items And Tax (V-VI)

VIII Extraordinary Items

-

-

IX Profit Before Tax (VII-VIII)

1,783,279

900,452

X Tax Expense

Current Tax

1,218,599

1,353,635

Earlier Years Tax

-

-

Deferred Tax

(554,792)

(965,019)

XI. Profit(Loss) For The Period From

1,119,472

511,836

Continuing Operations (VII-VIII)

XII. Profit(Loss) From Discontinuing Operations

-

-

XIII. Tax Expense Of Discontinuing Operations

-

-

XIV.

Profit(Loss) From Discontinuing

Operations

-

-

(after tax) (XII-XIII)

XV.

Profit (Loss) For The Period

(XI+XIV)

1,119,472

511,836

Annual Report 2015

44

XVI. Earning per equity share:

Basic

0.12

0.10

Diluted

0.12

0.10

Summary of significant accounting policies 2

The accompanying notes are the integral part of these financial statements


For PVSP & Co.

For and on the Behalf of the Board of

Directors Kuwer Industries Limited Chartered Accountants Sd/- Sd/- Sd/- J.B. Aggarwal Tarun Aggarwal

Vinod Ralhan Managing Directors Whole Time Directors

(Partners) DIN: 00315184 DIN: 01320462

M.No. 091503 FRN: 008940N Date: 30.05.2015

Place: New Delhi

Annual Report 2015

45

CASHFLOW STATEMENT FOR FINANCIAL YEAR ENDED ON 30.03.2015

Particulars Amount (Rs.)

Cash Flow from Operating Activities

Net Profit after tax before extra ordinary item

1,119,472

Adjustment for

Depreciation

8,720,840

Interest Paid

7,049,427

Interest Received

(556,916)

Operative loss before working capital

changes

16,332,823

Adjustment for : Trade & Other Receivable

42,850,614

Inventory

25,069,077

Trade Payable & Other Short Term Liabilities (64,263,856)

Cash Generated from Operation

19,988,659

Interest Paid

(7,049,427)

Cash Flow Before Extraordinary Item

12,939,231

Extraordinary Item / Misc. Exp.

-

Cash Flow from Operating Activities

12,939,231

Less: Purchase of fixed Assets

(13,029,801)

Add: Sales of Fixed Assets

-

Add: Interest received

556,916

Net Cash from investing Activities

466,347

Less: Purchase of Investment

-

Less: Long term loans & Advances

(3,661,464)

Net Cash from Financing Activities

Increase in Share Capital

39,810,720

Increase in Security Premium

47,773,280

Increase in Share application Money

(87,584,000)

(3,195,117)

Net increase in Cash and Cash Equivalents

(3,195,116)

Cash & Cash Equivalents as at 31/03/2014

6,397,243

Cash & Cash Equivalents as at 31/03/2015 3,202,127

Annual Report 2015

46

Auditor’s Certificate

We have verify the above cash flow statement of Kuwer Industries Ltd. derived from the Audited Financial Statement the period ended 31 March, 2015 and found the same to be

drawn in accordance there with and also with the requirement of clause 32 of the Agreement with the Stock Exchange.

For PVSP & Co.

For and on the Behalf of the Board Chartered Accountants Sd/- Sd/- Sd/- J.B. Aggarwal Tarun Aggarwal

Vinod Ralhan Managing Directors Whole Time Directors

(Partners) DIN: 00315184 DIN: 01320462

M.No. 091503 FRN: 008940N Date: 30.05.2015

Place: New Delhi

Annual Report 2015

47

Notes forming part of the financial statements

1 Corporate information

Kuwer Industries Ltd. is engaged in Metalizing & Embossing of Polyester and BOPP films. The company has been incorporated in the year 1993. The company‟s registered office is in Delhi.

2 Significant accounting policies.

The accounts of the company are prepared under the historical cost convention and in

accordance with applicable accounting standards and relevant disclosure requirement of the companies Act 2013, as adopted consistently by the company.

2.1 Revenue Recognition:

Mercantile system of accountings is followed.

2.2 Foreign Currency Transaction

Transaction in Foreign Currency is recorded at the rates prevailing at the time of the transaction. (ii) Any income and expenses on account of exchange difference either on settlement or transaction is recognized in the profit or loss account except in cases where

they are adjusted to the carrying cost of such assets.

2.3 Inventory Valuation The valuation of inventory has been done as per method of valuation prescribed under

section 145A of the income Tax Act 1961.Stock of Raw material is stated at cost. Finished goods and Scrap are valued at cost or realizable value whichever is lower.

2.4 Fixed Assets & Depreciation

(i)'Fixed Assets are stated at cost, net of modvat, less accumulated depreciation. All cost including financing cost till commencement of commercial production, net charges on foreign exchange contracts and adjustment arising from exchange rate variations relating to

borrowings attributable to the fixed assets are capitalized.

(ii) Depreciation on Fixed Assets is provided in accordance with the rates as specified in Part C of Schedule II of the companies Act, 2013, on straight line method (SLM) on pro rata basis

2.5 Insurance/Claims

The Company covers all the risk on the basis of cost for the fixed assets and inventories. The premium pertaining to the year is charged against the revenue of the year. The insurance claims lodged by the company will be adjusted as and when the final amount will be received by the company from the insurance companies.

2.6 Sales

Sales are stated net of returns, sales tax and excise duty.

Note 3: Share Capital


Number of

shares

Rs. Number of

shares

Rs.

Authorized Share Capital 15,000,000 150,000,000 15,000,000

150,000,00

0 (Equity Shares of Rs. 10 each)

Issued, Subscribed and fully paid up 9,076,072 90,760,720 5,095,000 50,950,000 (Equity Shares of Rs. 10 each)

Annual Report 2015

48 Reconciliation of the number of shares


Number of

shares

Rs. Number of

shares

Rs.

Balance at the beginning of the year 5,095,000

50,950,000 5,095,000

50,950,000

Add: Issued/Allotted 3,981,072 39,810,720 - - Less: Forfeiture Shares - - - -

Balance at the end of the year 9,076,072 90,760,720 5,095,000 50,950,000

Details of Equity Shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder

As at 31 March, 2015 As at 31 March, 2014

Number of shares held

% holding in that class of

shares

Number of shares held

% holding in that class of

shares

Tarun Agrawal 1,936,826 21.34 573,190 11.25

Usha Agrawal 977,119 10.77 607,640 11.93 Jai Bhagwan Agarwal 1,219,300 13.43 1,112,150 21.83 Kuwer Packaging Pvt. Ltd. 523,369 5.77 - -

VCT Leasing Invest(P) Ltd - - 438,300 8.60

13.43422573 21.34 11 5.77

Note 4: Reserve & Surplus Particulars As at 31 March, 2015 As at 31 March, 2014

Surplus: At The Beginning Of The Accounting

Period 43,480,129 42,968,293

Add: Additions During The Year 1,119,472 511,836 (Balance as per statement of profit &

loss) Less: Adjusted Deprecation 14,718,515

29,881,086 43,480,129

Add; Share Premium 47,773,280 -

Total 77,654,366 43,480,129

Note 5: Long Term Borrowings


Secured Long Term Borrowings From Banks:

HDFC Bank (Vehicle Loan) - 96,735

From Others : Volkswagen Finance Pvt. Ltd. (Vehicle

Loan) 272,322 710,231

Reliance Capital Limited - 9,644,373

Karnataka Bank (Vehicle Loan) 530,684 -

803,006 10,451,339

Unsecured Long Term Borrowings: Loans From Directors 270,000 3,720,000

Loan From Others - 6,835,000

270,000 10,555,000

Total 1,073,006 21,006,339

Note 6: Deferred Tax Liability/(Asset)


Balance at the beginning of the year 14,732,629 15,697,648

Add: Current Year (554,792) (965,019)

Balance at the end of the year 14,177,837 14,732,629

Annual Report 2015

49

Note 7: Long-Term Provisions


Provision for Gratuity Balance at the beginning of the year 1,490,102 1,422,967

Add: Current Year provision 67,352 67,135

Balance at the end of the year 1,557,454 1,490,102

Note 8: Short-Term Borrowings


Current Maturities of Long Term Borrowings

HDFC Bank (Vehicle Loan) 96,735 116,215 Volkswagen Finance Pvt. Ltd. (Vehicle

Loan) 437,908 392,528

Reliance Capital Limited - 4,142,021

Karnataka Bank (Vehicle Loan) 280,020 -

Secured Loan from Banks State Bank Of Bikaner And Jaipur Working Capital Loan 26,158,807 52,488,175

26,973,470 57,138,939

Bank Overdraft

Karnataka bank - 2,769,557

Total 26,973,470 59,908,496

Note 9: Trade Payables


Sundry Creditors 12,329,291 22,770,282

Advances form Customers 3,797,141 3,328,753

Total 16,126,432 26,099,035

Note 10: Other Current Liabilities


Statutory Liabilities

Sales Tax Payable 1,694,222 1,211,094

TDS Payable 39,054 77,369

Provident Fund Payable - 58,596

ESIC Payable 66,231 15,451

Excise & Service Tax Payable 200,699 243,636

Other Liabilities

Income Tax Liability (Preceding Years) 2,819,127 3,031,069

Equity Share Capital Refund A/C 18,900 18,900

Earnest Money Deposit. - 14,390

Other Payables 1,832,359 2,800,506

Total 6,670,593 7,471,012

Note 11: Short-Term Provisions Particulars As at 31 March, 2015 As at 31 March, 2014

Provision For Tax 1,218,599 1,353,635

Total 1,218,599 1,353,635

Annual Report 2015

50

Annual Report 2015

51

Note 13: Long Term Loans and Advances


Security Deposits

(unsecured considered good unless

otherwise stated)

Security Deposits

For Electricity 752,000 752,000

For Telephone 57,340 57,340

For Cylinder 2,500 2,500

Security Deposit Others 144,191 186,191

Deposit with Authorities Excise Duty Deposit 5,409,892 5,409,892

Deposit With Commercial Tax Dept. 123,120 123,120

CST Demand (2006-07) 283,023 283,023

CST Demand (2008-09) 172,606 172,606

Sales Tax Demand 3,661,464

Local Sales Tax Demand (06-07) 159,449 159,449

Sales Tax Demand (Against F.Y 2010-11) 1,152,996 1,152,996

Deposits Others

Tender Money 145,000 103,000

Advance Rent 100,000 100,000

Paschmanchal Viduyat Vitaran 134,844 134,844

Security To APL India P. Ltd. 10,432 10,432

12,308,857 8,647,393

Unsecured

Elite Appliances Ltd. 1,555,492 1,555,492

1,555,492 1,555,492

Total 13,864,349 10,202,885

Note 14: Inventories: Particulars As at 31 March, 2015 As at 31 March, 2014

(As Taken, Valued & Certified By The

Management)

Raw Material 13,986,374 11,338,542

Work In Progress 28,793,112 53,931,614

Finished Goods 3,532,058 7,060,997

Stores, Spares & Loose Tools 20,581,474 19,629,114

Scrap 100,399 102,226

Total 66,993,416 92,062,492

Note 15: Trade Receivables: Particulars As at 31 March, 2015 As at 31 March, 2014

(Unsecured considered good unless

otherwise stated) Debts outstanding for a period exceeding

six 34,707,635 48,831,539

months from the date they are due for payment

Other Debts 24,136,467 14,763,360

Total 58,844,102 63,594,898

Annual Report 2015

52

Note 16: Cash & Cash Equivalents


Balance With Banks

In Fixed Deposits

#Earmarked Balances With Banks 587,411 587,411 #Held as margin money against borrowings, 62,937 62,937

and other commitments. #Share Application Money Refund A/c 23,264 23,264

In Current Accounts: HDFC Bank 696,245 4,014,899

Karnataka Bank 1,417,745 -

SBBJ 39,556 -

2,827,158 4,688,511

Cash In Hand 280,968 1,614,732

Cash With Excise Department 94,000 94,000

374,968 1,708,732

Total 3,202,127 6,397,243

Note 17: Short Term Loans & Advances:


(Unsecured considered good unless

otherwise stated)

Advances recoverable in cash or in kind ( for the value to be received)

Advance To Suppliers 15,793,979 17,339,441 Deposit In Excise Department 500,000 500,000

Sales Tax 34,889 TDS Receivables 767,778 1,090,538

Input VAT 4% - 24,255 Interest Receivable - 429,858

Sales Tax Deposit Against Demand 133,707 3,661,464

Advances against purchase of property 12,938,829 25,482,637

Corporate Advances - 20,406,687

Jaideep Ispat & Alloys 52,594 52,594

Capital Securities (P) Ltd 2,500,000 2,500,000

Developed Technologies 234,122 -

Advance Tax 400,000 -

Total 33,355,898 71,487,475

Note 18: Other Current Assets: Particulars As at 31 March, 2015 As at 31 March, 2014

Prepaid Expenses 220,530 188,771

Total 220,530 188,771

Note 19: Revenue from operations Particulars For the Year ending 31

March, 2015 For the Year ending

31 March, 2014

Sale Of Products 262,735,077 208,881,266

Other Operating Revenues 336,802 431,746

263,071,879 209,313,012

Less: Excise Duty 28,580,519 21,252,913

Total 234,491,360 188,060,099

Annual Report 2015

53 Note 20: Other Income

Particulars For the Year ending 31 March, 2015

For the Year ending 31 March, 2014

Other Income

Interest Income 556,916

4,728,524

Processing Charge Received 17,238,188 14,653,393

Art Work, Designing & Development 65,500 739,188

Other Non-Operating Income 1,538,399 1,033,000

Total 19,399,003

21,154,105

Note 21: Cost of Material Consumed Particulars For the Year ending 31


31 March, 2014

Opening Stock 11,338,542 11,463,697

Add: Purchases during the year 147,447,788 126,985,543

Less: Inventory at the year end 13,986,374 11,338,542

Total 144,799,956 127,110,698

Note 22: Change in Inventories Particulars For the Year ending 31


31 March, 2014

Finished Goods At The Beginning Of The Accounting

Period 7,060,997 18,756,926

At The End Of The Accounting Period 3,532,058 7,060,997

3,528,939 11,695,929

Work-In-Progress At The Beginning Of The Accounting

Period 53,931,614 46,053,060

At The End Of The Accounting Period 28,793,112 53,931,614

25,138,503 (7,878,554)

Scrap At The Beginning Of The Accounting

Period 102,226 102,831

At The End Of The Accounting Period 100,399 102,226

1,827 605

Total 28,669,269 3,817,980

Note 23: Employee Benefit Expense Particulars For the Year ending 31


31 March, 2014

Factory Salary And Wages 2,264,400 1,981,148

Office Staff Salary 1,650,356 1,815,833

Director's Remuneration 1,080,000 810,000

Contribution To Provident And Other Funds

Contribution To Provident Fund 349,552 318,206

Contribution To ESIC 141,239 122,190

Workers And Staff Welfare 53,620 77,435

Bonus 227,480 207,798

Gratuity 67,352 67,135

Total 5,833,999 5,399,745

Annual Report 2015

54

Note 24: Finance Cost

Particulars For the Year ending 31 March, 2015

For the Year ending 31 March, 2014

Interest Expense

Interest To Bank 4,976,319 8,279,108

Interest On Term Loan (Others) 527,134 2,116,390

Interest To Bank On Vehicle Loan 147,981 71,116

Bank & Other Processing Charges 1,397,994 914,098

7,049,427 11,380,712

Note 25: Depreciation and Amortization Expense

Particulars For the Year ending 31

March, 2015

For the Year ending

31 March, 2014

Depreciation 8,720,840 8,834,046

8,720,840 8,834,046

Note 26: Other Expenses Particulars For the Year ending 31


31 March, 2014

Manufacturing Expense :

Consumption Of Stores And Spare Parts Opening Stock 19,629,114 11,007,108

Add: Purchases 30,125,389 36,601,349

Total 49,754,503 47,608,457

Less: Closing Stock 20,581,474 19,629,114

29,173,029 27,979,343

Other Manufacturing Expenses Freight Inward 267,080 409,411

Power & Fuel 19,240,165 17,180,430

Pollution Exp. 47,815 -

Repair To Machinery 1,840,748 1,111,465

Art Work & Designing Charges 97,114 21,492,922 18,701,306

Administrative Expense: Advertisement Exps. 257,292 100,010

Travelling And Conveyance 44,460 201,320

Printing And Stationery 52,555 78,223

Freight And Forwarding 35,500 19,726

Sales Commission 666,672 666,672

Donation 158,350 -

Packing Expense 20,300 -

Rebate And Discount 19,188 1,948

Business Promotion - 29,946

Legal And Professional 591,402 1,204,700

Payments To Auditors 90,000 80,355

Rent 1,086,525 780,000

Repair To Buildings 297,326 13,496

Repair & Maintenance (General) 447,215 172,160

Insurance Expenses 256,996 251,897

Postage & Stamp/Courier Charges 132,908 207,637

Telephone Expenses 226,371 302,870

Vehicle Running & Maintenance 185,324 186,559

Watch & Ward Exp 384,649 227,732

Membership & Subscription 336,762 35,708

Administration Exp On PF 30,914 27,865

Annual Report 2015

55

Service Tax & Education Cess Paid - 10,523

Interest Paid On Statutory Dues 155,134 -

Miscellaneous Expenses 891,798 490,574

Total 6,367,641 5,089,922

Grand Total 57,033,592 51,770,571

27) Previous year figures :

The previous year‟s figures have been reworked, regrouped, rearranged and reclassified wherever

considered necessary to make their classification comparable with that of the current year.

28) Secured Loans:

i) Working Capital loan from State Bank of Bikaner and Jaipur is secured against all current & fixed assets.

ii) The Vehicle loans are secured by way of hypothecation of vehicles.

29) Provision of Income Tax:

Provision of Rs.12,18,599/- on account of Income Tax has been made for the year.

30) Related Party Disclosures as prescribed by Accounting Standard 18 of issued by the Institute of Chartered Accountant of India. Detail are as under

Name Nature of

relationship

Nature of transaction Amount

(Rs.)

Ellora Mechanical Products Pvt Ltd.

Under the Control of same Management

Payment of Rent 6,00,000

VCT Lease Investment Pvt. Ltd.

Under the Control of same Management

Repayment of Loan 13,50,000

J.B. Aggarwal Director Payment of Remuneration 6,00,000

Repayment of Loan 11,00,000

Tarun Aggarwal Director Payment of Remuneration 4,80,000

Usha Aggarwal Director's Relative Repayment of Loan 23,50,000

31) In the opinion of the Board the Current Assets, loans & Advances have a value on realization in

the ordinary course of business at least equal to the amount at which they have been stated in the balance sheet.

32) Auditors Remuneration

Auditor‟s Remuneration Year Ended

March 31, 2015

Year Ended

March 31, 2014

Statutory Audit Fee 72000 64,295

For Tax Audit Fees & Other Services 18000 16,060

Out of Pocket Expenses NIL NIL

Total 90,000 80,355

33) Balances in accounts whether in debtors, creditors, and loans & advances are subject to verification and confirmations.

Annual Report 2015

56

34) Contingent Liabilities:

(a) The company bankers has issued bank guarantee of Rs. 5.88 lacs for EPCG license margin held by the bank Rs 5.88 lacs

(b) Demand raised by Excise department and disputed by the company:

Details are as under: Demand of Rs. 114 lacs for the year 2007-08 and Rs. 111 lacs for the year 2011-12 has been raised by the excise department and the same is pending as on the year end. However the

amount of Rs.40 lacs has been deposited by the company to Excise department for getting stay and also furnished security of company‟s machinery worth Rs 111 lacs.

(c) Demand raised by Income Tax Authorities and disputed by the company: Details are as under: Demand of Rs. 43, 71,630 has been raised by the Income Tax Authorities for the AY 2011-12 and

the same is pending as on the year end. However the company has filled the appeal with The Commissioner of Income Tax (Appeals) and is pending as on the date of balance sheet.

35) Provision for Gratuity :

Provisions of Rs. 67,352/- has been made on account of Gratuity for the year.

36) Depreciation on Fixed Assets is provided in accordance with the rates as specified in Part C of Schedule II of the companies Act, 2013, on straight line method (SLM) on pro rata basis and

on the basis of technical advice regarding useful life of Assets.

A. Information in respect of capacity and class goods

Class of goods : Metallized Polyester & BOPP Films Metallized Embossed Polyester & BOPP

B. Information in respect of Production, Sales, Stock,

Item Production Sales Opening Stock Closing Stock

Qty Value Qty Value Metallized / Embossed 1154797.7 1175346.32 113313.6 5760159.10 92764.98 2052966

Plastic Film (In Kg)

Met Paper (In Kg) 230646.2 228814.5 7349.5 992182.5 9181.2 1101744

Hologram Sticker 178000 169768 4378 8843.56 12610 25472

(In Sheet)

Holographic Tap 500000 458820.53 20873.54 11520.04 62053.01 19848.9

(In Meter)

Coated Polyester Film - - 1028 152144 1028 152144

(In Kg)

Hologram (In No.) 12478850 12354322 388084 135825.5 512612 178619

Hologram (In Kg) - - - - - -

Scrap (In Kg) 34610.6 34092 2339.9 102225.73 2858.5 100399

Annual Report 2015

57

C. Information in respect of Raw Material Consumed.


For PVSP & Co.

For and on the Behalf of the Board of Directors Kuwer Industries Limited

Chartered Accountants Sd/- Sd/-

Sd/- J.B. Aggarwal Tarun Aggarwal Vinod Ralhan Managing Directors Whole Time

Directors (Partners) DIN: 00315184 DIN: 01320462

M.No. 091503 FRN: 008940N

Date: 30.05.2015 Place: New Delhi

Particulars For the year ended 31 March, 2015 For the year ended 31 March,

2014

Qty. (Kg.) Value (Rs.) Qty. (Kg.) Value (Rs.)

Polyester Film & BOPP

Film

10,57,022.00 14,79,83,080.00 8,92,929.05 12,25,38,105.68

Paper 1,26,191.90 1,38,81,109.00 23,812.80 24,20,643.90

Aluminum Wire 12,035.00 22,86,650.00 11,443.00 21,51,949.46

Annual Report 2015

58

FORM NO. MGT-11

PROXY FORM


Regd. Office: D-1004, Ist Floor, New Friends Colony, New Delhi-110065

Tel: 0120-2580 088, Email: [email protected] Website: www.kuwer.com

CIN: L74899DL1993PLC056627

I/We ________________________________________________ R/o ______________

_______________________________________________________________________

being a Member/ Members of Kuwer Industries Limited, hereby appoint Mr. / Mrs. _____

_______________________________________________________________________

R/O___________________________________________________________________

Failing him /her Mr. /Mrs. __________________________________________________

R/o____________________________________________________________________

_______________________________________________________________________

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the

22nd Annual General Meeting of the members of the Company, to be held on Wednesday, 30.09.2015 at 10:00 A.M at 339, Kishan Garh, Vasant Kunj New Delhi-110070 and at

any adjournment thereof in respect of such resolutions as attached / appended below.

Signed on this _____ Day of ______, 2015

Signature

Address

Folio No. Affix Revenue Stamp

No. of Equity Shares held of 1/- Rupee

Notes:

1. Any Member entitled to attend and vote at the Meeting is entitled to attend and either vote in person or by Proxy and the proxy need not be a Member.

2. Proxy form duly signed across Revenue Stamp of Re. 1.00 should reach the

Company‟s Registered Office not less than 48 hours before the time for holding the aforesaid meeting. The Proxy need not be a Member of the Company.

S. No. RESOLUTIONS Optional*

FOR AGAINST

Ordinary Business

1. To receive, consider & adopt the Audited Balance Sheet as on 31.03.2014 and Profit & Loss for the year ended

31.03.2014 along with the Reports of Auditors & Directors, annexures & enclosures, thereon

2. To re-appoint Mr. Shailesh Gupta as the Director of the

Company who is liable to retire by rotation at this Annual General Meeting and eligible to offer himself for

re-appointment.



Annual Report 2015

59

3. To ratify the appoint M/s. PVSP & Co., Chartered

Accountants, FRN – 08940N as the Statutory Auditors of the Company.

SPECIAL BUSINESS

4. To appoint Mrs. Megha Aggarwal as the Non Executive

Director of the Company.

Signed this....................... day of ............................... 2015

Signature of Shareholder.................................................. Address :

Folio No. :

No. of Equity Shares held :

Notes:

1. This form 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. For the Resolutions, Explanatory Statements and Notes, please refer to the Notice

of 21ST Annual General Meeting.

3. *It is optional to put „√‟ in the appropriate column against the Resolutions

indicated in the Box. If you leave the “FOR” or “AGAINST” columns BLANK in all or

any of resolutions, your Proxy will be entitled to vote in the manner as he / she

thinks appropriate.

4. Please complete all details including details of member(s) in the above box before

submission.

Affix

Revenue

Stamp of not

less that Rs.

0.15

Annual Report 2015

60

ATTENDENCE SLIP


Regd. Office: D-1004, Ist Floor, New Friends Colony, New Delhi-110065

Tel: 0120-2580 088, Email: [email protected] Website: www.kuwer.com

CIN: L74899DL1993PLC056627

22nd ANNUAL GENERAL MEETING

Wednesday, 30th September, 2015, at 10.00 A.M.

Members are requested to bring copy of Annual Report along with them to the Annual

General Meeting. Please complete this Attendance Slip and hand-over at the Entrance of

Hall. Only Members or their Proxies are entitled to be present at the Meeting.

Name of the Shareholder :

Ledger Folio No. :

Address :

No. of Shares held :

Name of the Proxy :

I/ We hereby record my/ our presence at the Annual general Meeting of the Company

held on Wednesday, 30th September, 2015.

Dated: Member‟s / Proxy‟s Signature

Place:



Annual Report 2015

61

ROUTE MAP FOR PLACE OF AGM

Documents

KUWER INDUSTRIES LIMITED - Bombay Stock … Gupta (DIN: 01390045) ... Sector- 58, Noida, Uttar Pradesh 201301 ... authorised to sign the form DIR-12 and make arrangement to file the