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Bemco Hydraulics Ltd.

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Annual Report

For Year :
2018 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

BOARD''S REPORT

To the Members,

The Directors have pleasure in presenting their 60 Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 March, 2018 incorporating therein the consolidated financial statement covering the activities of its subsidiary BEMCO FLUIDTECHNIK LLP.

1. FINANCIAL SUMMARY/HIGHLIGHTS,OPERATIONS,STATE OF AFFAIRS:

[Read with Section 134 of the Companies Act 2013 and Rule 5 (i) of Cos (Accounts) Rules, 2014]

The Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April, 2017. Accordingly, the financial statement for the year ended 31st March, 2018 of the company and its subsidiary are prepared with comparative data, in compliance with Ind AS.

(Rs. in lakhs)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Revenue From Operations

4092.31

4581.47

4226.95

4642.60

Other Income

44.54

68.92

43.54

69.25

Total Income

4136.85

4650.39

4270.49

4711.85

Profit/(loss) before exceptional items & tax

145.98

102.53

123.18

46.28

Exceptional Items

-

282.42

-

282.42

Profit/(loss) before tax

145.99

384.95

123.18

328.70

Tax Expense/(Credit) net

40.81

86.57

40.82

86.57

Profit/ (Loss) for the period from continuing ope rations

105.17

298.38

82.37

242.12

Other Comprehensive Income

13.91

(3.74)

13.91

(3.74)

Total Comprehensive Income/ (loss) for the period

119.08

294.64

96.28

238.39

Standalone

The company has achieved turn over of Rs. 4136.85 Lakhs as against Rs. 4650.39 Lakhs for the previous year. The Total comprehensive income for the year works out to Rs. 119.08 Lakhs as against the profit of Rs. 294.65 Lakhs of the previous year.

Consolidated

The consolidated statement of Bemco hydraulics Limited with Bemco Fluidtechnik LLP is reproduced in brief. The consolidated turnover was Rs.4270.49/- Lakhs as against Rs. 4711.85 lakhs for the previous year. The consolidated Total comprehensive income for the year is of Rs. 96.28/- Lakhs as against the profit of Rs. 238.39/- lakhs for the previous year.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Subsequent to the date of Financial Statements (i.e. after 31st March 2018) no significant event has occurred.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year under operation there was no change in the nature of business.

4. SHARE CAPITAL

There is no change in the capital structure of the company.

5. DIVIDEND:

Equity Shares:

As the company''s profit amounts to Rs.119.08/- lakhs the board decided to set off past accumulated losses and therefore no dividend is proposed for the financial year2017-18.

Preference Shares:

Due to set off past accumulated losses, the Company is unable to pay dividend on preference shares for the year including arrears thereof for the year ended on 31 March, 2018 as under:

F. Y. ended on

No. of Preference Shares

Amount of Dividend in Rs.

31st March 2016

3,20,000

1,05,60,000/-

31st March 2017

3,20,000

1,40,80,000/-

31st March 2018

3,20,000

1,67,20,000/-

These preference shares are held by the promoters themselves as borne by the list of preference share holders as under: 1. MOHTA CAPITAL PRIVATE LIMITED 2. UD FINNVEST PRIVATE LIMITED 3. SRI RAMACHANDRA ENTERPRISES PRIVATE LIMITED

In view of the above, Company is carrying the above amount as Liability towards Dividend on Preference Shares

As, no Dividend is paid on preference shares for F. Y. 2015-16,2016-17 and also for F Y 2017-18, the Preference Share holders would get voting rights on par with equity share holders, in terms of the provisions of Section 47 of the Companies Act 2013 on and after the forthcoming AGM.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

There is no change in the composition of Board of Directors of the Company during the year under report:

DIRECTORS

1.

Mr. M.M.MOHTA

- Chairman - Non Executive

2.

Mr.ANIRUDH MOHTA

- Managing Director- Executive

3.

Mrs. URMILADEVI MOHTA

- Director- Non Executive

4.

Mr. R. M. SHAH

- Director- Independent Non- Executive

5.

Mr.N.K.DAGA

- Director- Independent Non- Executive

6.

Mr. DILIP CHANDAK

- Director- Independent Non- Executive

KEY MANAGERIAL PERSONNEL- KMP

1. MR.ANIRUDH MOHTA

-Managing Director

2. MR. R. B. PATIL

-Chief Financial Officer

3. MS.AMRUTA A. TARALE

-Company Secretary

7. COMPOSITION OF COMMITTEES:

a. AUDIT COMMITTEE

Chairman:

Mr. Dilip Chandak- Independent Director

Other Members:

Mr. R. M. Shah - Independent Director

Mr. N. K. Daga- Independent Director

Mr. Anirudh Mohta-Managing Director

b. NOMINATION AND REMUNERATION COMMITTEE

Chairman:

Mr. R. M. Shah -Independent Director

Other Members:

Mr. Dilip Chandak- Independent Director

Mr. N K Daga - Independent Director

c. STAKE HOLDERS RELATIONSHIP COMMITTEE

Mrs. Urmila Devi Mohta-Non Executive Director

Chairman:

Mr. Dilip Chandak- Independent Director

Other Members:

Mr. Anirudh Mohta - Managing Director

Mrs. Urmila Devi Mohta - Non Executive Director

Chairman:

Ms. Kirti Ramchandra Devale- Company Employee

Other Members:

Mrs. Madhuri Kulkarni- Company Employee

Ms. Amruta Tarale- Company Employee

(ACCOUNTS) RULES 2014)

ANNEXURE

PAGE NO

a.

Extract of annual return- Form MGT-9

ANNEXURE- I

10

b.

Number of meetings of the board

ANNEXURE- II

15

c.

a. Directors responsibility Statement b. detailsin respect of fraud reported by auditors under sub section (12) of section 143 other than those which are reportable to the central government

ANNEXURE- II

15

d.

A statement on declaration given by independent directors under sub- section (6) of section 149.

ANNEXURE- III

16

e.

Companies policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters provided under sub- section (3) of section 178 Ratio of remuneration to each directors

ANNEXURE- III

16

f.

Qualification and remarks

ANNEXURE- IV

17

g.

Particulars of loan, guarantees or investment under section 186.

ANNEXURE- IV

17

h.

Particulars of Subsidiary Company AOC-1

ANNEXURE- V

18

I.

Particulars of contracts or arrangement with related parties referred to in Sub-section 1 of section 188-AOC-2

ANNEXURE- VI

19

j.

The conservation of energy technology absorption, foreign exchange earnings and outgo.

ANNEXURE- VII

20

k.

A statement indicating development and implementation of a risk management Policy for the company including identification therein of elements of risk, if any which in the opinion of the board may threaten the existence of the company.

ANNEXURE- VIII

21

I.

The details of the policy developed and implemented by the company on corporate social responsibilities taken during the year.

ANNEXURE- VIII

21

m.

A statement indicating the manner in which formal annual evaluation has been made by the board of its own performance and that of its committees and individual directors.

ANNEXURE- VIII

21

n.

The state of the companies affairs Material changes and commitments if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

22

9. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

At Bemco, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Bemco every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Bemco. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place ''Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and were no complaints before the ICC during the Financial year 2017-18 as borne out by following table.

SI. No.

No. of cases filed under the Act before the internal committee

No. of disposal under the Act

NIL

NIL

10. STATUTORY AUDITOR

The members at the 59th Annual General meeting of the company held on 28th September, 2017 had appointed M/s. S Jaykishan, a partnership firm of Chartered Accountants (Firm Registration number 309005E) as the statutory auditors of the Company to hold office for a period of five consecutive years i.e. from the conclusion of the said Annual General Meeting until the conclusion of 64th Annual General Meeting of the Company to be held in 2022, subject to ratification of their appointment by the shareholders every year.

The Ministry of corporate affairs vide its notification dated 7th May 2018, has dispensed with the requirement of ratification of auditors appointment by the share holders every year. Hence the resolution relating to ratification of auditor''s appointment is not included in the Notice of the ensuing Annual General Meeting.

11. AUDIT REPORTS

The audit conducted by M/s S . Jaykishan, a firm of Chartered Accountants, (Firm Registration No. 309005E) for financial year 2017-18 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report and it is self explanatory.

12. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s SDR & ASSOCIATES, a Firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report issued in this regard is enclosed to this Report Comments & Observations in Secretarial Audit Report are Explained in Annexure-IV to the Directors Report.

13. INTERNAL AUDIT:

CA Prabhakar Latkan (Chartered Accountant) was appointed to conduct internal audit of the company for the Half financial year ending 30th September, 2017 and M/s. A. C. Bhuteria & Co., Chartered Accountant hwere appointed as internal auditor for the remaining tenure upto the year ending 31st March, 2018. as required under section 138 read with rule 13 of companies (Accounts) Rules, 2014. The internal audit report given by both the auditors does not contain any qualification remark.

14. DISCLOSURE ABOUT COST AUDIT

In pursuance of Section 148 of Companies Act 2013 read with Rule 5(1) of Companies (Cost Record and Audit) Amendment Rules 2014. Mr Umesh Kini, Cost Accountant was appointed to carry out cost compliance certification for the financial year 2017-18. The Company is not covered by cost Audit, Nontheless, cost consciousnesses at all level of operations.

15. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year under review were on an arm''s length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance. None of the transactions entered into with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -VI in Form AOC-2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board may be viewed on the Company''s website at www.bemcohydraulics .net.

16. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 preparation of Corporate governance report is not applicable to our company as it does not fall under the criteria laid down in regulation 25 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 i.e. our financial year, but as a good ethical practice BEMCO continues to follow corporate Governance practices and a report on corporate governance is uploaded on our website www.bemcohydraulics.net.

17. VIGIL MECHANISM:

The Vigil Mechanism acts as an additional internal element of the Company''s compliance and integrity policies. All employees, directors, vendors, suppliers, dealers and consultants, including auditors and advocates who are associated with BEMCO can raise concerns regarding malpractices and events which may negatively impact the company. Vigil Mechanism has been established under the supervision of the Chief financial Officer and the Company Secretary of the Company. The Audit Committee, and the company secretary reviews the working of the Vigil Mechanism from time to time and make suggestions, if needed. The Vigil protects the whistleblower against victimization for the disclosures made by him/her and ensures complete confidentiality of the whistleblower''s identity and the information provided by him/her. The investigation is conducted honestly, neutrally and in an unbiased manner. The subject or other involved persons in relation with the protected disclosure are also given an opportunity to be heard. Strict disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism. The company has adopted a policy on whistle blower and vigil mechanism where the policy also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The policy on whistle blower and vigil mechanism is also uploaded on the company''s website www.bemcohydraulics.net

18. SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS:

No regulatory authority has passed any orders having material impact on the Company.

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

There are sound internal controls commensurate with nature and size of the Company that have been incorporated in the Policy to detect the financial discrepancies well in time. Key policies are defined, understood and enforced. Operating procedures are clearly defined; detailed and harmonized procedures are available across the organization. Several controls are preventive in nature and automated. All stakeholders are aware of their roles and responsibilities with respect to processes and controls. The culture of compliance with laid down guidelines and procedures is evident through the actions and behavior of individuals and teams. The Management Information System ensures that adequate and accurate information is available for reporting and decision making. The Audit committee also evaluates the operating effective ness of Internal Financial Control systems. Moreover:- - Internal Audit is carried out at regular intervals by an Independent Chartered Accountant, who submits his report to the Audit Committee and Board

- Statutory Auditors carry out the verification of Books on every Quarter before submitting their Limited Review Report Board is prompt in maintaining the adequacy of Internal Financial Controls with reference to the Financial Statements

20. LISTING WITH STOCK EXCHANGE:

The Company has paid the Annual Listing Fees for the year 2018-19 to Bombay Stock Exchange where the Company''s Shares are listed.

21. GO GREEN INITIATIVE

Members are requested to support the Green Initiatives by registering their Email address with the company, if not already done. with the depository participant where shares are held in demat mode.

Members holding in physical mode are also requested to register their email address with our Registrar and Transfer Agent Adroit Corporate Services Pvt Ltd, 19/20, Jaferbhoy Industrial Estate,1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai-400059 or Email: info@adroitcorporate.com such registration of

22. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government, the Banks/ Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

Date -20th June, 2018

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

ANNEXURE-I

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Managements Administration) Rules, 2014.

1. REGISTRATION & OTHER DETAILS:

i) CIN

L51101KA1957PLC001283

ii) Registration Date

14/03/1957

iii) Name of the Company

BEMCO HYDRAULICS LIMITED

iv) Category /Sub category of the Company

Public Company/ Limited by Shares

v) Address of the Registered Office and contact details

Address

Udyambag, Industhal Estate

Town/City

BELGAUM

State

KARNATAKA

Pine Code:

590008

Country Name:

INDIA

Country Code

091

Telephone (With STD Area Code Number)

0831-2441980

Fax Number

2441263

Email Address

finance@bemcohydraulics.net

Website

wvnw.bemcohydraulics.net

vi) Whether shares listed on recognized Stock Exchanges(s)

YES

vi) Name, Address & contact details of Registrar & Transfer Agent, if any; Registrar & Transfer Agents (RTA):-Address Town/City State Pine Code: Telephone (With STD Area Code Number) Fax Number Email Address

ADROIT CORPORATE SERVICES PVT LTD 17-20, Jaferbhoy Industrial Estate, Makawana Road, Marol Naka, Andheri(E) MUMBAI MAHARASHTRA 400059 022-42270400 022-28503748 info@adroitcorporate.com

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 Hydraulics Press 8462 61%

2 Hydraulic Equipments 8425 39%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No.

Name and address of the Company

LLPIN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1

BEMCO FULIDTECHNIK LLP

AAI-6810

Subsidiary

65.00%

2(87)

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2017]

No. of Shares held at the end of the year [As on 31-March-2018]

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

12,18,703

12,18,703

55.73%

12,18,703

12,18,703

55.73%

0.00%

e) Banks /Fl

f) i) Directors Relatives

35,456

35,456

1.62%

35,456

35,456

1.62%

0.00%

ii) Directors

3,79,111

3,79,111

17.34%

3,79,111

3,79,111

17.34%

0.00%

Sub Total (A) (1)

16,33,270

16,33,270

74.69%

16,33,270

16,33,270

74.69%

0.00%

(2) Foreign

a) NRI Individuals

b) Other Individuals

c) Bodies Corp.

d) Any other

Sub Total (A) (2)

TOTAL (A)

16,33,270

16,33,270

74.69%

16,33,270

16,33,270

74.69%

0.00%

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks /Fl

c) Central Govt

93

93

0.01%

93

93

0.01%

0.00%

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

9) Flls

h) Foreign Venture Capital Funds

i) Others (specify)

Sub-total (B)(1):-

93

93

0.01%

93

93

0.01%

0.00%

2. Non-Institutions

a) Bodies Corp.

i) Indian

1,72,4g4

1,500

1,73,994

8.00%

1,55,282

1,500

1,56,782

7.17%

-0.83%

ii) Overseas

b) Individuals

i) Individual shareholders

holding nominal share

capital upto Rs. 1 lakh

82,659

1,93,550

2,76,209

12.63%

1,06,675

1,85,350

2,92,025

13.35%

0.72%

ii) Individual shareholders

holding nominal share

capital in excess of Rs 1 lakl

97,000

97,000

4.44%

97,000

97,000

4.44%

0.00%

c) Others Clear Mem

49

49

0.00%

25

25

0.00%

0.00%

Non Resident Indians

405

405

0.01%

1,825

1,825

0.08%

0.07%

Corporate Bodies

Foreign Nationals

Cleahng Members

Trusts

Directors

5,680

5,680 0.26%

5,680

5,680

0.26%

0.00%

1,95050

5,53,337

25.30%

1,92,530

553,337

25.30

Total Public (B)

3,58,380

1,95,050

5,53,430

25.31%

3,60,900

1,92,530

5,53,430

25.31%

C. Shares held by Custodian for

Grand Total (A B C)

21,86,700

100.00%

21,86,700

100.00%

0.00%

ii) Shareholding of Promoter

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

SI No.

Shareholder''s Name

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

ANANYA ANIRUDH MOHTA

16,728

0.76%

16,728

0.76%

_

0.00%

2

ANIRUDH MOHTA

1,03,260

4.27%

1,03,260

4.27%

0.00%

3

MADAN MOHAN MOHTA

18,728

0.86%

18,728

0.86%

0.00%

4

MADAN MOHAN PREM RATAN MOHTA

67,183

3.07%

-

67,183

3.07%

-

0.00%

5

MOHTA CAPITAL PVT LTD

6,65,606

30.44%

3,80,606.00

6,65,606

30.44%

3,80,606.00

0.00%

6

SRI RAMCHANDRA ENTERPRISES (P) LTD

3,34,697

15.31%

1,99,697.00

3,34,697

15.31%

1,99,697.00

0.00%

7

UD FINNVEST PVT LTD

2,18,400

9.99%

75,707.00

2,18,400

9.99%

75,707.00

0.00%

8

URMILA DEVI MOHTA

2,08,668

9.54%

-

2,08,668

9.54%

-

0.00%

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

Shareholding

Date

Increase/ (Decrease) in shareholding

Reason

Cumulative Shareholding during the year

No of Shares at the beginning (01.04.2016)/ end of the year (31.03.2017)

% of total Shares of the Company

SI No.

Shareholder''s Name

No of Shares

% of total Shares of the Company

NIL

iv) Shareholding Pattern of top ten Shareholders

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

Shareholding

Cumulative Shareholding

SI No.

Shareholder''s Name

No of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018)

% of total Shares of the Company

Date (*)

Increase/ (Decrease) in shareholding

Reason

during the year

No of Shares

% of total Shares of the Company

1

Sungrace Finvest Pvt Ltd

1,69,755

7.76%

14.04.2017

1,000

SELL

1,68,755

7.71%

07.07.2017

5800

SELL

162955

7.45%

14.07.2017

620

SELL

1,62,335

7.42%

28.07.2017

500

SELL

1,61,835

7.40%

04.08.2017

310

SELL

1,61,525

7.39%

23.02.2018

8,508

SELL

1,53,017

7.00%

02.03.2018

3,033

SELL

1,49,984

6.86%

09.03.2018

327

SELL

1,49,657

6.84%

26.03.2018

1,49,657

SELL

149657

6.84%

30.03.2018

1,49,657

BUY

1,49,657

6.84%

2

Hitesh Ramji Javeri

49,000

2.24%

NIL movement

49,000

2.24%

during the year

3

Harsha Ramji Javeri

48,000

2.20%

NIL movement

48,000

2.20%

during the year

4

Dhruva Shumsher Rana

200

_

09.06.2017

200

BUY

400

0.00%

16.06.2017

1300

BUY

1,700

0.07%

23.06.2017

847

BUY

2,547

0.12%

30.06.2017

101

BUY

2,648

0.12%

07.07.2017

2175

BUY

4,823

0.22%

17.07.2017

200

BUY

5,023

0.23%

21.07.2017

300

BUY

5,323

0.24%

28.07.2017

50

BUY

5,373

0.25%

11.08.2017

190

BUY

5,563

0.25%

22.09.2017

600

BUY

6,163

0.28%

27.10.2017

200

BUY

6,363

0.29%

03.11.2017

320

BUY

6,683

0.31%

17.11.2017

30

BUY

6,713

0.31%

01.12.2017

50

BUY

6,763

0.31%

23.02.2018

6763

SELL

02.03.2018

6663

BUY

6,663

0.30%

09.03.2018

100

SELL

6,563

0.30%

26.03.2018

6563

SELL

6462

0.29%

30.03.2018

6462

BUY

6,462

0.29%

5

Ramesh Shah

5,680

0.26%

0

NIL movement

5,680

0.26%

during the year

5,680

0.26%

6

Ami Hitesh Javeri

5,100

0.23%

NIL movement

5,100

0.23%

during the year

5100

0.00%

Miiali Hitesh Javari

-

movement during the year

5,099

0.20%

5,099

0.23%

8

G C Jha

3,466

0.16%

NIL movement during the year

3,466

0.16%

..

3,466

0.16%

mm

Piyush Rajnikant Shah

2,201

0.10%

07.04.2017

1

SELL

2,200

0.10%

14.04.2017 300

SELL

1,900

0.08%

28.04/2017 53

BUY

1,953

0.09%

07.07.2017

1297

BUY

3,250

0.15%

28.07.2017

650

BUY

3,900

0.18%

04.08.2017

205

BUY

4,105

0.19%

01.09.2017 1

BUY

4,160

0.19%

23.02.2018 4,160

SELL

02.03.2018 2,990

BUY

2,990

0.14%

26.03.2018

2,990

SELL

2990

0.14%

30.03.2018

2,990

BUY

2,990

0.14%

* Date of transfer has been considered as the date on which the beneficiary position was provided by the Depository of the Company

v) Shareholding of Directors and Key Managerial Personnel:

SI

No.

Shareholding of each Directors and each Key Managerial Personnel

Shareholding

Cumulative Shareholding during the year

No of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018)

% of total Shares of the Company

No of Shares at the end of the year

% of total Shares of the Company

1

Madan Mohan Mohta

18,728

0.86%

18,728

0.86%

18,728

0.86%

2

Anirudh Mohta

1,03,260

4.72%

1,03,260

4.72%

1,03,260

4.72%

3

Urmila Devi Mohta

2,08,668

9.54%

2,08,668

9.54%

2,08,668

9.54%

4

R M Shah

5,680

0.26%

5,680

0.26%

5,680

0.26%

5

Dilip Chandak

0.00%

-

-

6

N K Daga

-

-

-

0.00%

-

-

7

R.B.Patil

35

0.00%

35

0.00%

35

0.00%

8

Amruta Ashok Tarale

-

-

-

0.00%

-

-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

S. No.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount (Rs)

Name Designation

Anirudh Mohta

Managing Director

1

Gross salary

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

54,00,000/-

54,00,000/-

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

3,59,882/-

3,59,882/-

(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 - Returement Benefits

-

-

Total (A)

57,59,882/-

57,59,882/-

Ceiling as per the Act

84,00,000/-

84,00,000/-

B. Remuneration to other Directors

SI

No.

Particulars of Remuneration

Name of Directors

Total Amount (Rs)

Madan Mohan Mohta

Urmila Devi Mohta

Ramesh M Shah

Dilip P Chandak

Naval K Daga

1

Independent Directors

Fee for attending board committee meetings

6,000

7,000

7,000

20,000

Commission

-

-

-

-

-

Others, please specify

-

-

-

-

Total (1)

-

6,000

7,000

7,000

20,000

2

Other Non-Executive Directors

-

-

-

-

-

-

Fee for attending board committee meetings

7,000

7,000

-

-

-

14,000

Commission *

Others

-

-

-

-

-

-

Total (2)

7,000

7,000

-

-

-

14,000

Total(B)=(1 2)

7,000

7,000

6,000

7,000

7,000

34,000

Total Managerial Remuneration

_

_

_

Overall Ceiling as per the Act

-

-

-

-

-

N.A.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

S.No.

Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount (?)

Name Designation

Rajagonda B Patil CFO

Amruta Ashok Tarale CS

1

Gross salary

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

7,29,500.00

2,88,000.00

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

1,37,799.00

1,41,451.00

(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

8,67,299.00

4,29,451.00

12,96,750.00

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

NIL

C. OTHER OFFICERS IN DEFAULT

Penalty Punishment Compounding

-

Date-20th June, 2018

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

ANNEXURE-II

(Annexure to director''s report- statutory Disclosures)

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, 7(Seven) Board Meetings were held &the details of Board Meetings are given below:

Sr.No

Date of Meeting

Board Strength

No. of Directors Present

1

30/05/2017

6

5

2

18/08/2017

6

6

3

12/09/2017

6

6

4

13/10/2017

6

6

5

13/12/2017

6

6

6

09/02/2018

6

6

7

23/02/2018

6

6

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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

Date-20th June, 2018

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

ANNEXURE-III

(Annexure to director''s report- statutory Disclosures)

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company confirming that, they meet the criteria of Independence as prescribed both under Section 149(6)of the Companies Act 2013 read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

CRITERIA OF SELECTION OF NON EXECUTIVE DIRECTORS

manufacturing, marketing, finance, taxation law, governance and general management.

The A&R Committee shall consider the following attributes/ criteria, whilst recommending to the Board the candidature for appointment as Director.

i). Qualification, expertise and experience of the Directors in their respective fields

ii). Personal, Professional or business standing iii). Diversity of the Board. In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level

REMUNERATION

The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board Meetings.

A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors

within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REMUNERATION POLICY FOR THE DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES.

of remuneration and performance benchmark is clear.

The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and

other factors mentioned herein- above, whilst recommending the annual increment and performance incentive to the N & R Committee for its review and approval.

Ratio of Remuneration

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Only Mr. Anirudh Mohta - MD is remunerated and Ratio of his Remuneration to that of the median remuneration of the Employees of the Company works out to 1.97.

(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;

Name

Designation

2017-18

2016-17

Incr. %

Anirudh Mohta

MD

57,59,882/-

27,00,000/-

113%

R B Patil

CFO

8,67,299/-

6,86,209/-

26%

Amruta Tarale

CS

4,29,451/-

3,34,900/-

28%

(iii) the percentage increase in the median remuneration of employees in the financial year;

2016-17

2017-18

Incr.

1,18,611

1,21,533

2.46%

(iv) the number of permanent employees on the rolls of company;

268

(v) 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;

1. Average Percentile Increase already made in the salaries of employees other than managerial in the last Financial year = 6.57% 2. percentile increase in the managerial remuneration = 89.64%

(vi) the key parameters for any variable component of remuneration availed by the directors;

Not Applicable

(vii) Affirmation that the remuneration is as per the remuneration policy of the company.

Remuneration paid to all Employees is in accordance with the Remuneration Policy

STATEMENT SHOWING DETAILS OF EMPLOYEES OF THE COMPANY:

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; (i) designation of the employee; (ii) remuneration received; (iii) nature of employment, whether contractual or otherwise; (iv) qualifications and experience of the employee; (v) date of commencement of employment; (vi) the age of such employee; (vii) the last employment held by such employee before joining the company; (viii) the percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above; and (ix) whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager: The employee, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; The employee, if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; The employee, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

None of the Employee of the Company including Managing Director is in receipt of Remuneration exceeding Rs. one crore and two Lakhs per annum or at the said rate for any part of the year.

Date -20th June, 2018

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

ANNEXURE-IV

(Annexure to director''s report- statutory Disclosures)

QUALIFICATIONS IN AUDIT REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—

(a) by the statutory auditor in his report: NIL and

(b) by the Secretarial Auditor in their Secretarial Audit report:

Remark : During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above except that, though the company has submitted to stock exchange voting result as per regulation 44 (3) of the SEBI (LODR) Regulations, 2015, the same being not within forty eight hours of conclusion of its Annual General Meeting, but Scrutinizer report was filed within time.

It is true that there was delay of three days in intimating the outcome of the voting results at the AGM. The Directors seek to explain that the BSE had prescribed new XBRL format of intimation which was not accepting certain data hence a representation was made to the BSE who had had replied to the Company, besides, there were holidays in the intervening period namely, Saturday the 30th September 2017 was DASARA, next day was Sunday, Monday being 2nd October was again a holiday on account of Gandhi Jayanti. Nonetheless, the secretarial Department did the compliance on the earliest working day. Thus, the delay was of mere technical in nature.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The investments in shares and other securities held by the Company were made much prior to notification of section 186 of the Companies Act, 2013 and after notification of section 186 of the Companies Act, 2013 the company has not made any investment in shares and securities.

SECURED LOANS:

Company has not provided any Secured Loan to anybody during the year.

UNSECURED LOANS:

Company has not provided any Loan except to its Employees as Salary Advance.

CURRENT/NON-CURRENT INVESTMENTS:

Company has not made any investments neither in Share Capital (Except its subsidiary company) nor in any other Form.

GUARANTEES:

Customers during warranty period of supply of Goods.

SECURITIES EXTENDED

In normal course of business Company needs to provide the Warranty certificates for the goods supplied. And no other security is extended during the year.

(1) Subsidiary Company:

A subsidiary company namely BEMCO FLUIDTECHNIK PRIVATE LIMITED - (CIN U29248KA2015PTC078838) which was incorporated on 13th February, 2015 was converted as BEMCO FLUIDTECHNIK LLP, a Limited Liability Partnership registered under the Limited Liability Partnership Act, 2008 on 27th February, 2017.

The Limited Liability Partnership agreement was executed between the partners on 17th March, 2017. The partners to the LLP are:

1. BEMCO HYDRAULICS LIMITED.

2. MR.JAGDISH JOSHI

3. MR.NAVEEN PADAMNOOR and

4. MRS.URMILADEVI MOHTA.

The contribution to the LLP is Rs. 1,00,000/- and the amount of partner''s contribution is as under:

1. BEMCO HYDRAULICS LIMITED

- Rs. 65.000/-

2. MR.JAGDISH JOSHI

- Rs. 20.000/-

3. MR. NAVEEN PADAMNOOR

- Rs. 10.000/-

4. MRS. URMILADEVI MOHTA.

- Rs. 5.000/-

All the partners of the LLP are appointed as designated partners. Even after conversion into LLP the business activities remain the same as that of private Limited.

FINANCIAL STATEMENTS

The Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April, 2017. Accordingly, the financial statement for the year ended 31st March, 2018 of the company and its subsidiary are prepared with comparative data, in compliance with Ind AS. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure V to the Board''s Report. The statement provides the details of performance and financial position of the subsidiary. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company are available on our website, www.bemcohydraulics.net. These documents will also be available for inspection till the date of the AGM during business hours at our registered office in Belgaum, India.

(2) Associate Companies:

In terms of sub Section (6) of Section 2 of the Companies Act 2013, the company has no Associate Company.

Date -20th June, 2018

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

ANNEXURE-V

(Annexure to director''s report- statutory Disclosures)

FORM NO. AOC.1

(Pursuant to first proviso to sub- section (3) of section 129 read with rule 5 of companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/ associate companies/ Joint ventures.

PART A: Subsidiaries

(Information in respect of each subsidiary to be presented in amount in Rs.)

1.

Name of subsidiary:

BEMCO FLUIDTECHNIK LLP (Formerly known as BEMCO FLUIDTECHNIK PRIVATE LIMITED)

2.

Reporting Period:

2017-18

3.

Reporting currency and exchange rate in case of foreign subsidiaries:

NA

4.

Share capital/Partners Contribution: reserves and surplus:

Rs. 1,00,000/-

Rs. (1,26,32,906)/-

5.

Total Assets:

Rs. 1,43,24,396/-

6.

Total Liabilities:

Rs. 65,52,968/-

7.

Investment:

-

8.

Turnover:

Rs. 1,80,52,477/-

9.

Profit before taxation:

Rs. (22,80,669)/-

10.

Provision for taxation:

-

11.

Profit after taxation:

Rs. (22,80,669)/-

12.

Proposed dividend:

-

13.

% of share holding

65%

Note: The following information shall be furnished at the end of the statement

1. Name of subsidiaries which are yet to commence operations.-NIL

2. Name of subsidiaries which have been liquidated or sold during the year.-NIL

PART B: Associate and Joint Ventures

Statement pursuant to section 129 (3) of the companies Act, 2013 related to associated companies and Joint venture.

Name of Associate/ Joint Venture

Name 1

Name 2

Name 3

1. Latest audited Balance sheet Date

2. Shares of Associate/ Joint venture held by the Company on the Year end. No. Amount of investment in Associate/ Joint Venture Extent of Holding

3. Description on how there is significant influence.

/

4. Reason why the Associate/ Joint venture is not consolidated.

5. Net worth attributable to shareholding as per latest audited Balance Sheet.

6. Profit / Loss for the year i. Considered in consolidation ii. Not Considered in consolidation

/

Date-20th June, 2018

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

ANNEXURE-VI

(Annexure to director''s report- statutory Disclosures)

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

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

Details of contracts or arrangements or transactions not at arm''s length basis

(a)

Name(s) of the related party and nature of relationship

N.A

(b)

Nature of contracts/arrangements/transactions

N.A

(c)

Duration of the contracts/arrangements/transactions

N.A

(d)

Salient terms of the contracts or arrangements or transactions including the value, if any

N.A

(e)

Justification for entering into such contracts or arrangements or transactions

N.A

(f)

date(s) of approval by the Board

N.A

(g)

Amount paid as advances, if any

N.A

(h)

Date on which the special resolution was passed in general meeting as required under first proviso to section 188

N.A

Details of material contracts or arrangement or transactions at arm''s length basis

(a)

Name(s) of the related party and nature of

BEMCO HYDRAULICS LIMITED

BEMCO FLUIDTECHNIK LLP, BEMCO PREMISES KHANAPUR ROAD UDYAMBAG BELGAUM- 590008. Son Mr. Anirudh Mohta and Mother Mrs. Urmila Devi Mohta are directors of the Company.

L& G STEEL AND COMMODITIES (P) LTD-PLOT NO.3, DEFENCE COLONY, R. C. NAGAR, 2ND STAGE, BELGAUM-590008 Daughter & Grandson of Mr. M. M. Mohta & Mr. Urmila Devi Mohta are Director of this Company

SREE RAM STEELS BEMCO PREMISES KHANAPUR ROAD UDYAMBAG BELGAUM-590008. Grandson of Mr. M.M. Mohta & Mr. Urmila Devi Mohta are Director of this Company

(b)

Nature of contracts/ arrangements/transactions

Remuneration paid to Managing Director-Appointment to any office or place of profit

Purchase of goods, and Renting of Immovable property

Purchase of steel and sale of scrap

Purchase of goods and Renting of Immovable property

(c)

Duration of the contracts/ arrangements/transactions

For FY 2017-18

For FY 2017-18

For FY 2017-18

ForFY2017-18

(d)

Salient terms of the contracts or arrangements or transactions including the value, if any

1) Rs. 57,57,4821-Remuneration payable.

1) Purchase of goods worth Rs. 44,50,130/-2) Sale of Materials Rs. 2,30,464/-3) Lease rent Rs. 1,20,000/

1) Purchase of goods worth Rs. 1,35,13,957/-2) Sale of Scrap worth Rs. 57.691/-3) Lease rent Rs. 7,29,643/

1) Purchase of goods worth Rs. 60,96,222 /-2) Lease rent Rs. 52,428/-

(e)

Date(s) of approval by the Board, if any:

Transactions being at an arm''s length and in ordinary course of business, board approval not necessary. However, pursuant to listing agreement, these transactions are approved by Nomination & Remuneration committee

Transactions being at an arm''s length and in ordinary course of business, board approval not necessary. However, pursuant to listing agreement, these transactions are approved by Audit committee

Transactions being at an arm''s length and in ordinary course of business, board approval not necessary. However, pursuant to listing agreement, these transactions are approved by Audit committee

Transactions being at an arm''s length and in ordinary course of business, board approval not necessary. However, pursuant to listing agreement, these transactions are approved by Audit committee

(f)

Amount paid as advances, if any:

Nil

Nil

NIL

Date -20th June, 2018 M.

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

ANNEXURE-VII

(Annexure to director''s report- statutory Disclosures) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. CONSERVATION OF ENERGY:

Steps taken / impact on conservation of energy, with special reference to the following:

Operations of the Company are not energy intensive however, conscious efforts are made at all levels of operations to conserve energy and minimize its use. Over the years, the factory lay out is modified to allow maximum use of sun light in factory premises, power capacitors are used and automatic power shut down devices are installed when the machines are in idling mode.

Steps taken by the company for utilizing alternate sources of energy including waste generated

As above

Capital investment on energy conservation equipment

NIL

B. TECHNOLOGY ABSORPTION:

1

Efforts, in brief, made towards technology absorption.

Company''s Designing & Engineering team continuously keep track and keep updating new technology in field of operation.

2

Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

Products manufactured are technically superior to Conventional Products

3

In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: (a) Details of technology imported. (b) Year of import, (c) Whether the technology been fully absorbed (d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

Not Applicable. Company has not Imported any Technology during the last 3 years.

4.

The expenditure incurred on research and development.

NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

C.I.F. VALUE OF IMPORTS, EXPENDITURE AND EARNING IN FOREIGN CURRENCY

Particulars

2017-18 Rs.

2016-17 Rs.

I) C.I.F. Value of Imports: Raw Materials And Components

58,13,878/-

30,68,104/-

II) Expenditure in Foreign Currency: (paid/payable) Traveling

5,96,092/-

5,21, 664/-

Technical Know How (Paid/Payable)

NIL

NIL

Technical Assistance

NIL

NIL

Exhibition Expenses

NIL

NIL

iii) Earnings in Foreign Exchange: FOB value of Exports

83,31,087/-

1,26,84,838/-

23. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

(a) Accepted during the year;

NIL

(b) Remained unpaid or unclaimed as at the end of the year;

N.A.

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: i. at the beginning of the year ii. maximum during the year iii. at the end of the year

N.A. N.A. N.A.

(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act

N.A.

Date -20th June, 2018

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

ANNEXURE-VIII

(Annexure to director''s report- statutory Disclosures)

RISK MANAGEMENT POLICY:

The RISK MANAGEMENT POLICY is in compliance with Section 134 (3) (n) of the Companies Act 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires the Company to lay down procedure for risk assessment and procedure for risk minimization. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Board ensures that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management. The Company enables compliance with all appropriate laws and regulations, wherever applicable, through the adoption of best practices.

The Board of Directors of the Company and the Audit Committee periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning, and they report to the Board and Audit Committee when circumstances require.

Company is working at the Norms laid down in the ISO 9001-2008 & ISO 14001-2004 and strictly follow all the norms and procedures to overcome the various risk factors.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

As the company does not fall within the criteria laid down in section 135 of the Companies Act, 2013, nothing under this head is applicable statutorily but the Boards'' commitmentto social cause remains.

FORMAL ANNUAL EVALUATION /BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (''SEBI Listing Regulations'').

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee

preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Date -20th June, 2018

M. M. MOHTA

ANIRUDH MOHTA

Place -BELGAUM

Chairman

Managing Director

DIN-00068884

DIN-00065302

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka.

2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka

Director’s Report