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30th Annual Report
2014-15
GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor, S.D.Road, Secunderabad, Telangana –
500003
Board of Directors
Mr. Gulabchand Pukhraj Surana - Managing Director
Mr. Surana Dipin - Director & Chief Financial Officer
Mr. Ravi Surana Pukhraj - Executive Director
Mrs. Meena Surana - Non-Executive Additional Director
Mr. Kadakia Amish Bharat - Non-Executive Additional Director
Mr. Siddarth Gothi - Non-Executive, Independent Director
Mr. Casula Raj Kumar - Non-Executive, Independent Director
Mr. Harakchand Gulabchand Dhoka - Non-Executive, Independent Director
Compliance Officer
Mr. Laxmikanth Reddy Patlolla
CIN: L74120TG1991PLC012450
Registered Office
1-7-241/11/D, Ramalaya, 3rd Floor,
S.D.Road, Secunderabad,
Telangana – 500003
Statutory Auditors
M/s. N K Jalan & Co,
2-A, Mayur Apartments,
Dadabhai Cross Road No.3,
Vile Parle (West),
Mumbai-400 056
Bankers
Kotak Mahindra Bank Ltd,
Somajiguda, Hyderabad
Registrar and Share Transfer Agent
Big Share Services Pvt Ltd
NOTICE TO THE SHAREHOLDERS
NOTICE is hereby given that the 30th Annual General Meeting of the members of M/s.
GOLKONDA ENGINEERING ENTERPRISES LIMITED will be held on 22nd day of July,
2015 at 11.00 A.M. at 1-7-241/11/D, Ramalaya, 3rd Floor, S D Road, Secunderabad-500033,
Telangana to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited financial statements of the Company for the
Financial Year ended 31st March, 2015, the Reports of the Board of Directors and
Auditors thereon.
2. To appoint a director in place of Mr. Ravi Surana Pukhraj (holding DIN: 01777676), who
retires by rotation at this Annual General Meeting, and being eligible, offers himself for
re-appointment.
3. To ratify the re-appointment of M/s. N.K. Jalan & Co, Chartered Accountants, Statutory
Auditors of the Company for Financial Year 2015-2016
“RESOLVED THAT pursuant to the provisions of Section 139 and 142 and other
applicable provisions, if any, of the Companies Act, 2013 and the rules made there
under, pursuant to the recommendations of the Audit Committee of the Board of
Directors, the re-appointment of M/s. N.K. Jalan & Co., Statutory Auditors of the
Company (Firm Registration No. 104019W), be and is hereby ratified by the
members of the company for the financial year 2015-2016 at such remuneration as
may be determined by the Board of Directors of the Company.”
SPECIAL BUSINESS:
4. APPOINTMENT OF MR. KADAKIA AMISH BHARAT AS DIRECTOR
To consider and if thought fit, to pass, with or without modification, the following
resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. Kadakia Amish Bharat (holding DIN 06995671) who was
appointed as an Additional Director of the Company with effect from 30th October,
2014 by the Board of Directors and who holds office upto the date of this Annual General
Meeting of the Company under Section 161(1) of the Companies Act, 2013 (the Act) but
who is eligible for appointment and in respect of whom the Company has received a
notice in writing under Section 160(1) of the Act, from Mr. Kadakia Amish Bharat
himself proposing his candidature for the office of Director, be and is hereby appointed
as Director of the Company.”
5. APPOINTMENT OF MR. KADAKIA AMISH BHARAT AS INDEPENDENT
DIRECTOR
To consider and if thought fit, to pass, with or without modification, the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other
applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed
there under (including any statutory modification(s) or re-enactment thereof for the time
being in force) read with Schedule IV to the Companies Act, 2013 and Clause 49 of the
Listing Agreement, Mr. Kadakia Amish Bharat (holding DIN 06995671), a non-
executive Independent Director of the Company, who has submitted a declaration that he
meets the criteria for independence as provided in Section 149(6) of the Act and who is
eligible for appointment, be and is hereby appointed as an Independent Director of the
Company to hold office for five (5) consecutive years commencing from 22.07.2015, not
liable to retire by rotation.”
6. APPOINTMENT OF MRS. MEENA SURANA AS DIRECTOR
To consider and if thought fit, to pass, with or without modification, the following
resolution as an Ordinary Resolution:
“RESOLVED THAT Mrs. Meena Surana (holding DIN 06993791) who was appointed
as an Additional Director of the Company with effect from 26th March, 2015 by the
Board of Directors and who holds office upto the date of this Annual General Meeting of
the Company under Section 161(1) of the Companies Act, 2013 (the Act) but who is
eligible for appointment and in respect of whom the Company has received a notice in
writing under Section 160(1) of the Act, from Mrs. Meena Surana herself proposing her
candidature for the office of Director, be and is hereby appointed as Director of the
Company.”
7. APPOINTMENT OF MR. DIPIN SURANA AS WHOLE-TIME DIRECTOR OF
THE COMPANY
To consider and if thought fit, to pass, with or without modification, the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 196, 197, Schedule V and
other applicable provisions of the Companies Act, 2013 (including any statutory
modifications or re- enactment thereof for the time being in force) consent of the
members be and is hereby accorded for the appointment of Mr. Dipin Surana as Whole -
Time Director of the Company for a period of five years w.e.f. 22/07/2015 at a
remuneration of Rs. 9,00,000 per annum.”
“RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in
any year during his tenure, Mr. Dipin Surana be paid minimum remuneration as provided
in Schedule V of the Companies Act, 2013.”
“RESOLVED FURTHER THAT the Directors be and are hereby severally authorized
to do all the acts, deeds and things which are necessary to give effect to the above
resolutions.”
8. APPOINTMENT OF MR. RAVI SURANA PUKHRAJ AS WHOLE-TIME
DIRECTOR OF THE COMPANY
To consider and if thought fit, to pass, with or without modification, the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 196, 197, Schedule V and
other applicable provisions of the Companies Act, 2013 (including any statutory
modifications or re- enactment thereof for the time being in force) consent of the
members be and is hereby accorded for the appointment of Mr. Ravi Surana Pukhraj as
Whole -Time Director of the Company for a period of five years w.e.f. 22/07/2015 at a
remuneration of Rs. 9,00,000 per annum.”
“RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in
any year during his tenure, Mr. Ravi Surana Pukhraj be paid minimum remuneration as
provided in Schedule V of the Companies Act, 2013.”
“RESOLVED FURTHER THAT the Directors be and are hereby severally authorized
to do all the acts, deeds and things which are necessary to give effect to the above
resolutions.”
7. Brief resume of the Directors including those proposed to be appointed/re-appointed, nature
of their expertise in specific functional areas, names of companies in which they hold
Directorships and Memberships / Chairmanships of the Board Committees, shareholding and
relationships between Directors inter-se as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, is annexed hereto and forms part of this Notice.
8. Members holding shares in multiple folios in identical names or joint accounts in the same
order of names are requested to consolidate their shareholdings into one folio.
9. Members are requested to send their queries at least 10 days before the date of meeting so
that information can be made available at the meeting.
10. In respect of shares held in physical mode, all shareholders are requested to intimate changes,
if any, in their registered address immediately to the registrar and share transfer agent of the
company and correspond with them directly regarding share transfer/transmission
/transposition, Demat/Remat, change of address, issue of duplicate shares certificates, ECS
and nomination facility. Further they are required to submit old share certificates for
exchange with split share certificates
11. The Securities and Exchange Board of India has mandated submission of Permanent Account
Number (PAN) by every participant in securities market. Members holding shares in demat
form are, therefore, requested to submit PAN details to the Depository Participants with
whom they have demat accounts. Members holding shares in physical form can submit their
PAN details to the Company/ Registrar and Share Transfer Agents Bigshare Services P Ltd
12. In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate
a person on whom the shares held by him/her shall vest in the event of his/her death.
Members desirous of availing this facility may submit nomination in prescribed Form-SH-13
to the company/RTA in case shares are held in physical form, and to their respective
depository participant, if held in electronic form.
13. Pursuant to Section 101 and 136 of the Companies Act, 2013 read with relevant rules made
there under, Companies can serve Annual Reports and other communications through
electronic mode to those members who have registered their e-mail addresses either with the
Company or with the Depository. Members who have not registered their e-mail addresses
with the Company can now register the same by submitting a request letter in this respect to
the Company/Registrar & Share Transfer Agents, Bigshare Services P Ltd. Members holding
shares in demat form are requested to register their e-mail address with their Depository
Participant(s) only.
14. The Notice of the AGM and Attendance Slip is being sent in electronic mode to members
whose e-mail IDs are registered with the Company or the Depository Participant(s) unless the
members have registered a request for a hard copy of the same. Physical copy of the Notice
of AGM and Attendance Slip is being sent to those members who have not registered their e-
mail IDs with the Company or Depository Participant(s).
15. Any director himself or any member intending to propose any person as a director other than
a retiring director, has to give a notice as to his intention to propose him/her as a candidate
for that office not less 14 (fourteen) days before the meeting along with deposit of
Rs.1,00,000 (Rupees One Lac).
16. Voting through electronic means
(i) The voting period begins on 16.07.2015 at 9:00 A.M. and ends on 18.07.2015 at 6:00
P.M. During this period shareholders’ of the Company, holding shares either in physical
form or in dematerialized form, as on the cut-off date 19.06.2015 may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered
with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the
Company/Depository Participant are requested to use the first two letters
of their name and the 8 digits of the sequence number in the PAN field.
• In case the sequence number is less than 8 digits enter the applicable
number of 0’s before the number after the first two characters of the
name in CAPITAL letters. Eg. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001 in the PAN field.
DOB Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format.
Dividend
Bank
Details
Enter the Dividend Bank Details as recorded in your demat account or in the
company records 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 for the relevant Golkonda Engineering Enterprises 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 same 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 and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian
are required to log on to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should
be emailed to [email protected].
• After receiving the login details a compliance user should be created using the admin
login and password. The Compliance user would be able to link the account(s) for which
they wish to vote on.
• The list of accounts should be mailed to [email protected] and on
approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.
(xix) 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].
17. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained
under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in
which the directors are interested under Section 189 of the Companies Act, 2013, will be
available for inspection at the AGM.
18. Relevant documents referred to in the accompanying Notice, as well as Annual Reports and
Annual Accounts of the Subsidiaries Companies whose Annual Accounts have been
consolidated with the Company are open for inspection at the Registered Office of the Company,
during the office hours, on all working days between 9.30 A.M. to 1.00 P.M. upto the date of
Annual General Meeting.
19. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and
April 29, 2011 respectively), has undertaken a ‘Green Initiative in Corporate Governance’ and
allowed companies to share documents with its shareholders through an electronic mode.
Members are requested to support this green initiative by registering/uploading their email
addresses, in respect of shares held in dematerialized form with their respective Depository
Participant and in respect of shares held in physical form with the Company’s Registrar and
Share Transfer Agents.
EXPLANATORY STATEMENT PURSUANT TO PROVISIONS OF SECTION 102 OF
THE COMPANIES ACT, 2013
Item No. 4
Mr. Kadakia Amish Bharat, was appointed as an Additional Director of the Company with effect
from October 30, 2014 by the Board of Directors under Section 161, 149 (1) of the Act and
Article 28 of the Company’s Articles of Association.
In terms of Section 161(1) of the Act, Mr. Kadakia Amish Bharat holds office only upto the date
of the forthcoming AGM but is eligible for appointment as a Director. A notice under Section
160(1) of the Act has been received from Mr. Kadakia Amish Bharat signifying his intention to
propose himself as a Director.
The Directors are of the view that the appointment of Mr. Kadakia Amish Bharat, as Director
will be beneficial to the operations of the Company and hence said resolution being placed
before the members for their approval.
Except Mr. Kadakia Amish Bharat, none of the Directors and Key Managerial Personnel of the
Company or their respective relatives are concerned or interested in this resolution.
Item No. 5
Mr. Kadakia Amish Bharat is the existing Non-Executive Additional Director of the Company
who is eligible to be appointed as Director of the Company. In terms of Section 149 and other
applicable provisions of Companies Act, 2013, the independent director shall be appointed for
not more than two terms of five years each and shall not be liable to retire by rotation at every
AGM.
The Board of Directors of the Company has decided to adopt the provisions with respect to
appointment and tenure of Independent Directors which is consistent with the Companies Act,
2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for
not more than two terms of five years each on the Board of the Company.
The above said Director, being eligible and offering himself for appointment as Independent
Director, is proposed to be appointed as Independent Director for five (5) consecutive years
commencing from 22.07.2015.
Except Sri Kadakia Amish Bharat, none of the Directors and Key Managerial Personnel of the
Company or their respective relatives are concerned or interested in this resolution.
Item No. 6
Mrs. Meena Surana, was appointed as an Additional Director of the Company with effect from
March 26, 2015 by the Board of Directors under Section 161, 149 (1) of the Act and Article 28
of the Company’s Articles of Association.
In terms of Section 161(1) of the Act, Mrs. Meena Surana holds office only upto the date of the
forthcoming AGM but is eligible for appointment as a Director. A notice under Section 160(1) of
the Act has been received from Mrs. Meena Surana signifying her intention to propose herself as
a Director.
The Directors are of the view that the appointment of Mrs. Meena Surana, as Director will be
beneficial to the operations of the Company and hence said resolution being placed before the
members for their approval.
Except Mrs. Meena Surana and her relatives who are Directors in the Company, none of the
Directors and Key Managerial Personnel of the Company or their respective relatives are
concerned or interested in this resolution.
Item No. 7 and 8
Mr. Dipin Surana and Mr. Ravi Surana Pukhraj are the executive working directors of the
Company. In terms of the provisions of the Companies Act, and the Articles of Association of
the Company, the Nomination and Remuneration Committee of the Board and the Board of
Directors have, at their meeting held on 24/06/2015 proposed their appointment as Whole-time
Directors of the Company for a period of five years at a remuneration of Rs. 9,00,000 lakhs per
annum. In case the Company has no profits or its profits are inadequate, then the remuneration
shall be paid to them in accordance with the provisions of the Companies Act, 2013 read with
Schedule V of the Act.
The Board of Directors considers that for smooth and efficient running of the administrative
affairs of the Company, the services of both the Directors should be available to the Company
for a fixed period of five years with effect from July 22, 2015.
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE
ANNUAL GENERAL MEETING
(Pursuant to Clause 49 of the Listing Agreement)
Particulars RAVI
SURANA
PUKHRAJ
DIPIN
SURANA
KADAKIA
AMISH
BHARAT
MEENA
SURANA
Director Identification
Number
01777676 01777674 06995671 06993791
Date of Birth 23.08.1974 23.05.1979 03.10.1974 14/11/1951
Nationality Indian Indian Indian Indian
Date of Appointment 01/09/2012 01/09/2012 30/10/2014 26/03/2015
Qualifications B.com B.com HSC
Shareholding in the
Company
1,09,500 1,11,000 0 9,88,650
Expertise in specific
functional areas
Production Operations Marketing Operations
Chairmanships/
Directorships of other
Companies (excluding
4
3
1
0
FORM FOR REGISTRATION OF EMAIL ADDRESS FOR RECEIVING DOCUMENTS
/ NOTICES BY ELECTRONIC MODE
To
Bigshare Services Private Ltd
Hyderabad
Company: GOLKONDA ENGINEERING ENTERPRISES LIMITED
I agree to receive all documents / notices including the Annual Report from the Company in
electronic mode. Please register my email address given below in your records for sending
communication through email.
Name of Sole / First Holder : ______________________
DP ID / Client ID / Regd. Folio No. : ______________________
PAN No. : ______________________
E-mail Address : ______________________
Date:
Place: (Signature of Member)
DIRECTORS’ REPORT
Dear Members,
Your Directors have pleasure in presenting the 30th Annual Report and the Audited Statement of
Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS:
The performance during the period ended 31st March, 2015 has been as under:
(Amount in Rupees)
Particulars Current Year
31-03-2015
Previous
Year
31-03-2014
Revenue from Operations 58,14,10,784 75,65,42,726
Other Income 40,70,736 18,27,013
Total Revenue 58,54,81,520 75,83,69,739
Total Expenditure 58,28,00,302 75,53,94,439
Prior Period Adjustment 0 0
Profit / (loss) Before exceptional and extraordinary
items and Tax
26,81,218 29,75,300
Less: exceptional and extraordinary items 0 0
Profit/ ( loss) Before Taxation 26,81,218 29,75,300
Less: - Current Tax
- Tax adjustment relating to prior years
- Deferred Tax
5,40,000
-
(50,05,868)
5,50,648
26,87,911
(42,74,549)
Profit / (loss) After Tax 71,47,086 40,11,290
During the year under review, the gross revenue of the Company decreased to Rs. 58,14,10,784
compared to Rs. 75,65,42,726 in the previous year. However, the Profit after tax for the year
increased to Rs.71,47,086 compared to Rs. 40,11,290 in the previous year due to increase in
other Income and decrease in expenses of the Company.
FUTURE OUTLOOK:
Your Directors have felt that the demand for the JFTC has been on downward trend and hence
diversified using this present plant and machinery with the addition of balancing equipment to
produce power and other allied cables to be marketed in India and also to be exported. And the
results will be fully visible during the coming financial year.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments which affected the financial position of the
Company.
THE STATE OF THE COMPANY AFFAIRS
The company manufactures all types of BSNL, Railway Cables and Power Cables. During the
year the revenue from these operations was reduced due to slow market. However, the Company
is making good effort to improve the state of affairs.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES
There were no contracts or arrangements made with the related parties as referred in Section 188
of the Act during the year. Therefore the disclosure in Form AOC-2 is not required.
DEPOSITS
Your Company has not accepted any deposits from the Public for the year under review under
Chapter V of the Companies Act, 2013 and the rules made there under.
APPROPRIATIONS
Transfer to Reserves
No amount of has been transferred to the Reserves during the financial year 2014-15.
Dividend
The company has not declared any dividend during the financial year under review.
Share Capital
During the year under review, the Authorised Share Capital of the company is Rs. 9,00,00,000/-
divided into 90,00,000 equity shares of Rs.10/- (Rupees Ten) each.
The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2015 is
Rs.41,447,700/- divided into 41,44,770 equity shares of Rs.10/- (Rupees Ten) each.
DIRECTORS
During the year under review, Mr. Kadakia Amish Bharat and Mrs. Meena Surana were
appointed as additional directors of the company on 30.10.2014 and 26.03.2015 respectively.
Approval of the shareholders is being sought for re-appointment of Mr. Ravi who retires by
rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer
themselves for reappointment in accordance with the Articles of Association and Companies
Act, 2013.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under section
149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.
POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board
evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to
be made by the Board of its own performance and that of its committees and individual directors.
Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent
directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria
and framework adopted by the Board. The evaluation process has been explained in the
Corporate Governance Report section of this Annual Report. The Board approved the evaluation
results as collated by the Nomination and Remuneration Committee.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state
and confirm that:
i. in the preparation of the annual accounts for the financial year ended 31st March 2015,
the applicable accounting standards had been followed along with proper explanation
relating to material departures.
ii. That the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the company for the year under review.
iii. That the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. That the Directors have prepared the accounts for the financial year ended 31st March
2015 on a ‘going concern’ basis.
v. That the Directors laid down internal financial controls for the Company and such
internal financial controls are adequate and operating effectively; and
vi. That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating
effectively
MEETINGS OF THE BOARD
The Board of Directors duly met 8 times on 08.05.2014, 28.05.2014, 04.07.2014, 30.07.2014,
27.08.2014, 30.10.2014, 10.02.2015 and 30.03.2015 in respect of which meetings, proper notices
were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.
AUDITORS:
Statutory Auditors
M/s. N.K. Jalan & Co (Firm Registration No. 104019W),Chartered Accountants have been
appointed as statutory auditors of the company at the last Annual General Meeting held on
30.09.2014 for a period of three years subject to ratification by members at every consequent
Annual General Meeting.
Therefore, ratification of appointment of Statutory Auditors is being sought from the members of
the Company at the ensuing AGM.
Secretarial Auditors
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed Mr. Manoj Kumar Koyalkar of M/s. AGR Reddy & co., Company Secretaries, as
secretarial auditors of the Company and Secretarial Audit Report submitted by them is enclosed
as Annexure to this report.
REPLIES TO AUDITORS REPORT:
Auditors’ observations are suitably explained in notes to the Accounts and are self-explanatory.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Risk Management Policy in place in the company enables the company to proactively take
care of the internal and external risks of the company and ensures smooth business operations.
The company’s risk management policy ensures that all its material risk exposures are properly
covered, all compliance risks are covered and the company’s business growth and financial
stability are assured. Board of Directors decide the policies and ensure their implementation to
ensure protection of company from any type of risks.
CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.:
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and
outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:
(A) Conservation Of Energy
(i) Energy conservation dictates how efficiently a company can conduct its
operations. Our Company has recognized the importance of energy conservation
in decreasing the deleterious effects of global warming and climate change. The
Company has undertaken various energy efficient practices that have reduced the
growth in carbon di-oxide (CO2 ) emissions and strengthened the Company’s
commitment towards becoming an environment friendly organisation (ii) the steps
taken by the company for utilizing alternate sources of energy;
(ii) No additional investments are made during the year under review;
(B) Technology absorption
Updation of Technology is a Continuous process, absorption implemented and adapted by the
Company for innovation. Efforts are continuously made to develop new products required in the
Engineering Industry & in the Oil and Gas Industry.
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows.
Foreign Exchange Inflows: NIL
Foreign Exchange Outflows: US Dollars 39.98 Lakhs and EURO 1431
EXTRACT OF ANNUAL RETURN
The extract of Annual Return of the Company in Form No. MGT-9 for the year under
report pursuant to Section 134(3) of the Companies Act, 2013 is given as an Annexure to
this report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. 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 internal auditor of the company checks and verifies the internal control and
monitors them in accordance with policy adopted by the company. Even through this non-
production period the Company continues to ensure proper and adequate systems and procedures
commensurate with its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair
and transparent manner by adoption of highest standards of professionalism, honesty, integrity
and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained
in corporate governance report and also posted on the website of company.
CORPORATE SOCIAL RESPONSIBILITY:
Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility
are not attracted to the company, yet the Company has been, over the years, pursuing as part of
its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere
philanthropic gestures and integrates interest, welfare and aspirations of the community with
those of the Company itself in an environment of partnership for inclusive development.
INTERNAL CONTROL SYSTEMS:
Your Company has well established procedures for internal control across its various locations,
commensurate with its size and operations. The organization is adequately staffed with qualified
and experienced personnel for implementing and monitoring the internal control environment.
The internal audit function is adequately resourced commensurate with the operations of the
Company and reports to the Audit Committee of the Board.
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on
corporate governance practices followed by the Company, together with a certificate from the
Company Auditor confirming compliance forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement,
forms part of this report and the same is annexed.
ISO 9001- 2008 CERTIFICATION:
Your Company continues to hold ISO 9001 - 2008 Certification by meeting all the requirements
of certification from time to time.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is as follows:
Ratio of Remuneration of Each Director to the Median Remuneration of the Employees:
Mr. Gulabchand Pukhraj Surana : 6.25
Mr. Surana Dipin : 4.69
Mr. Ravi Surana Pukhraj : 4.69
Mrs. Meena Surana : 0
Mr. Kadakia Amish Bharat : 0
Mr. Siddarth Gothi : 0
Mr. Casula Raj Kumar : 0
Mr. Harakchand Gulabchand Dhoka : 0
The number of permanent Employees on roles of the Company: 55
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and
rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
NIL
The remuneration paid to all Key management Personnel was in accordance with remuneration
policy adopted by the company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of
REPORT ON CORPORATE GOVERNANCE
In terms of Compliance to Clause 49 of the Listing Agreement on Corporate Governance, your
Company is complying with the guidelines. The report for current year is as follows:
1. Company’s Corporate Governance Philosophy
The Company’s Corporate Governance philosophy aims at assisting the management of the
Company in the efficient conduct of its business and in meeting its responsibilities to all the
stakeholders and to provide customer satisfaction through best quality at lowest price. It is
towards this end that efforts are made to maintain high standards of disclosure to the
shareholders and internal compliance guidelines for better Corporate Governance.
2. Size and composition of the Board
I. The current policy is to have an appropriate mix of Executive and Independent Non Executive
Directors. As on date the Board comprises of 8 members, three of whom are Executive
Directors and five are Non Executive Directors out of which 4 are Independent Non-
Executive Directors. The Board periodically evaluates the need for change in the composition
and size.
II. Attendance of each Director at the Board Meetings and the last AGM held on
30.09.2014 :
Name of the
Director
Category Attendance
Particulars
No. of Directorship and other
committee Membership/Chairmanship
No. of
shares
held
in the
Compan
y as on
31.03.20
15
Board
Meetin
g
Last
AGM
Directorship Committee
Membership
Chairmanshi
p
Mr. Gulabchand
Pukhraj Surana Executive
Director
7 yes 5 0 0 2,56,000
Mr. Surana
Dipin Executive
Director
7 yes 4 0 0 1,11,000
Mr. Ravi Surana
Pukhraj Executive
Director
7 yes 5 4 0 1,09,500
Mr. Siddarth
Gothi Independ
ent
Director
4 yes 4 6 2 Nil
Mr. Casula Raj
Kumar Independ
ent
Director
8 yes 4 6 2 Nil
Mr. Harakchand Independ 4 yes 2 1 0 Nil
Gulabchand
Dhoka ent
Director
Mr. Kadakia
Amish Bharat Independ
ent
Director
1 No 2 0 0 Nil
Mrs. Meena
Surana Non
executive
Director
1 No 1 0 0 9,88,650
Pecuniary relationship or transactions of Non-Executive Directors:
Apart from receiving director’s remuneration, non-executive directors do not have any other
material pecuniary relationship or transactions with the company, its promoters or its
management which in the judgment of the board may affect independence of judgment of the
director.
Code of Conduct for the Board & Senior Management Personnel:
The Company has formulated and implemented a Code of Conduct for all its Non-Executive
Directors and for Executive Directors and Senior Management Personnel of the Company in
compliance with Clause 49(I)(D) of the Listing Agreement.
CEO/CFO Certification:
As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Managing
Director and Whole-time Director have certified to the Board the financial statements for the
year ended 31st March, 2015.
III. BOARD COMMITTEES
The terms of reference of Board Committees are determined by the Board from time to time.
Presently the Company has three committees i.e Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. All the decisions pertaining
to the constitution of the Committees, appointment of members, and fixing of terms of reference
for committee members are taken by the Board of Directors. Details on the role and composition
of these committees, including the number of meetings held during the financial year and the
related attendance, are provided below:
AUDIT COMMITTEE
Composition of Audit Committee
Mr. Casula Raj Kumar - Chairman
Mr. Siddarth Gothi - Member
Mr. Ravi Surana Pukhraj - Member
The audit committee was reconstituted in accordance with the provisions of Companies Act,
2013 and clause 49 of listing agreement. The major tasks performed by the audit committee may
be grouped under the following heads:
i. The Audit Committee of the Company is entrusted with the responsibility to
supervise the Company’s internal controls and financial reporting process The
Committee acts as a link between the Management, Auditors and the Board of
Directors of the Company and has full access to the financial Information.
ii. Oversight of the company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible and ensuring timely submission to statutory authorities.
iii. Reviewing the Management Discussion & Analysis of financial and operational
performance.
iv. Reviewing with the management, the quarterly financial statements and annual
financial statements and auditor's report thereon before submission to the board for
approval.
v. Review the adequacy and effectiveness of the company’s system and internal control.
vi. Evaluation of internal financial controls and risk management systems.
vii. To review the functioning of the Whistle Blower mechanism.
During the year under review, four Audit committee meetings were held on (i) 28-05-2014 (ii)
30-07-2014 (iii) 30.10.2014 and (iv) 10.02.2015. Attendance of each member at the committee
meeting is as follows:
Composition of Audit Committee
Mr. Casula Raj Kumar - Chairman
Mr. Siddarth Gothi - Member
Mr. Ravi Surana Pukhraj - Member
S.
No. Name of the Member No. of Meetings Attended
1 Mr. Casula Raj Kumar 4
2 Mr. Siddarth Gothi 2
3 Mr. Ravi Surana Pukhraj 4
NOMINATION AND REMUNERATION COMMITTEE
Composition of Nomination and Remuneration Committee
Mr. Siddarth Gothi - Chairman
Mr. Harakchand Gulabchand Dhoka - Member
Mr. Casula Raj Kumar - Member
The terms of reference of the committee are as follows:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance withthe criteria laid down, and recommend to the
Board their appointment and removal.
The remuneration policy as adopted by the company envisages payment of remuneration
according to qualification, experience andperformance at different levels of the organization.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee performs following functions:
a. Transfer/Transmission of shares
b. Issue of Duplicate Share Certificates.
c. Review of Share dematerialization and rematerialization.
d. Monitoring the expeditious Redressal of Investor Grievances.
e. Monitoring the performance of company’s Registrar & Transfer Agent.
f. All other matters related to the shares.
Composition of Stakeholders Relationship Committee
Mr. Casula Raj Kumar - Chairman
Mr. Siddarth Gothi - Member
Mr. Ravi Surana Pukhraj - Member
4. FORMULATION OF POLICY FOR SELECTION AND APPOINTMENT OF
DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration Committee discussed and thereafter decided upon the policy
for selection of appointment of directors and their remuneration. The highlights of this policy are
as follows:
1. Criteria of selection of Non Executive Directors
a. The Non Executive Directors shall be of high integrity with relevant expertise and experience
so as to have a diverse Board with Directors having expertise in the fields of manufacturing,
marketing, finance, taxation, law, governance and general management.
b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard
to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to
discharge its function and duties effectively.
c. The Committee shall ensure that the candidate identified for appointment as a Director is not
disqualified for appointment under Section 164 of the Companies Act, 2013.
d. The 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.
e. 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.
5. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT
The Board of Directors has laid down the code of conduct for all the Board members and
members of the Senior Management of the Company. Additionally all independent directors of
the company shall be bound by duties of independent directors as set out in the Companies Act,
2013 read with the Schedules and Rules thereunder.
All the Board members and Senior Management personnel have affirmed compliance with the
code of conduct.
6. NUMBER OF BOARD MEETINGS:
The Board of Directors duly met 8 times on 08.05.2014, 28.05.2014, 04.07.2014, 30.07.2014,
27.08.2014, 30.10.2014, 10.02.2015 and 30.03.2015 in respect of which meetings, proper notices
were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.
7. INDEPENDENT DIRECTORS :
The Company has complied with the definition of Independence as per Clause 49 of the Listing
Agreement and accordingto the Provisions of section 149(6) Companies Act, 2013. The
company has also obtained declarations from all theIndependent Directors pursuant to section
149 (7) of the Companies Act, 2013.
8. PERFORMANCE EVALUATION OF NON-EXECUTIVE AND INDEPENDENT
DIRECTORS
The Board evaluates the performance of Non-executive and Independent Directors every year.
All the Non-executive andIndependent Directors are eminent personalities having wide
experience in the field of business, industry and administration.Their presence on the Board is
advantageous and fruitful in taking business decisions.
9. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
During the year under review, the Independent Directors met on March 31, 2015, inter alia to
discuss:
i. review the performance of non-independent directors and the Board as a whole;
ii. review the performance of the Chairperson of the company, taking into account the views
of executive directors and non-executive directors;
iii. assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
10. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement,
a separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the Company.
The performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Directors. The board also carried out annual performance evaluation of the
working of its Audit, Nomination and Remuneration as well as stakeholder relationship
committee. The Directors expressed their satisfaction with the evaluation process.
11. RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under Clause 49 of the Listing
Agreement during the financial year were in the ordinary course of business and on arms length
pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There
were no materially significant transactions with related parties during the financial year which
were in conflict with the interest of the Company. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial Statements.
12. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company.
13. DISCLOSURES
The company has always ensured fair code of conduct and maintained transparency. There were
no instances of non-compliance by the company, penalties, strictures imposed on the company
by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets,
during the last three years.
In accordance with requirement of Companies Act as well as listing agreement a vigil
mechanism has been adopted by the board of directors and accordingly a whistle blower policy
has been formulated with a view to provide a mechanism for employees of the company to
approach Chairman of the Audit Committee of the Company to report any grievance.
Compliances, rules & regulations as laid down by various statutory authorities has always been
observed by the company since such change over both in letter as well as in spirit.
14. GENERAL BODY MEETING
a) Location, date and time of Annual General Meetings held during the preceding three
years are given below:
Financial Year Location of the Meeting Date Time
2011-12 1-7-241/11/D, Ramalaya, 3rd Floor, S D
Road, Secunderabad
29/09/2012 10.00AM
2012-13 1-7-241/11/D, Ramalaya, 3rd Floor, S D
Road, Secunderabad
28/09/2013 10.30 AM
2013-14 1-7-241/11/D, Ramalaya, 3rd Floor, S D
Road, Secunderabad
30/09/2014 2.00 P.M
a) No special resolution was put through postal ballot during the year under review.
b) Extra-Ordinary General Meeting was held on 6th day of September, 2014 as directed by
the High Court of Andhra Pradesh & Telangana and Special Resolution for approving
the scheme of arrangement pursuant to Section 391, 393 and 394 of the Companies Act,
1956 was unanimously passed by the shareholders of the Company.
15. Means of Communication
The main channel of communication to the shareholders is through the Annual Report
which inter alia includes the Directors’ Report, the Report of the Board of Directors on
Corporate Governance, Management Discussion and Analysis Report, along with the
Auditors Report, and Shareholders Information.
The Quarterly Unaudited results are sent to the Bombay Stock Exchange where shares are
listed and also posted on the website of the Company viz.
http:www.golkondaengineering.com
The Annual Reports were emailed/posted to Members and others entitled to receive them
Corporate Filing and Dissemination System (CFDS) portal is a single source to view
information filed by listed companies. All disclosures and communications to BSE Limited
(BSE) are filed electronically through CFDS portal. Hard copies of the said disclosures and
correspondence are also filed with the Stock Exchange.
Extensive Business Reporting Language (XBRL): XBRL is a language for electronic
communication of business and financial data. It offers major benefits to all those who have
to create, transmit, use or analyse such information which aids better analysis and decision
making. Ministry of Corporate Affairs (MCA) has already mandated the concerned
companies to file their Annual Report for the year 2011-12 onwards only in the XBRL
mode. The Company has filed its Annual Report on MCA through XBRL.
SEBI Complaints Redress System (SCORES): A centralised web-based complaints
redressal system which serves as a centralized database of all complaints received, enables
uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing
by the investors of actions taken on the complaint and its current status.
16. PROFILE OF DIRECTOR RE-APPOINTED/APPOINTED AT THE AGM
As required under Clause 49(IV)(G)(i) of the Listing Agreements with the Stock Exchange,
particulars of Directors seeking appointment/re-appointment at the forthcoming AGM are given
in the Annexure to the Notice of the AGM to be held on 22nd July, 2015.
17. COMPLIANCE WITH CLAUSE 49 MANDATORY REQUIREMENTS
The Company complied with all the applicable mandatory requirements of Clause 49 of the
listing agreement and is also submitting a quarterly compliance report duly certified by
compliance officer of the company to the stock exchanges within the time frame prescribed
under regulations.
The Company has also complied with all the other requirements of the Listing Agreement with
the Stock Exchange as well as the regulations and guidelines of SEBI. No penalties or strictures
have been imposed on the Company by the Stock Exchanges, SEBI or any other statutory
authority, on any matter relating to the capital markets, during the last three years.
18. General Information for shareholders
a. Annual General Meeting
Day, date, time and venue
Wednesday, 22nd July, 2015 at 11:00 AM at the
registered office of the company
b. Book closure dates From 16/07/2015 to 22/07/2015 (both days
inclusive) for the purpose of Annual General
Meeting.
c. Tentative Calendar of events for the
financial year April, 2015 – March, 2016
is as under:
Un-audited Financial Results for
-First Quarter
-Second Quarter
-Third Quarter
-Fourth Quarter
30.06.2015-by 2nd Week of August 2015
30.09.2015–by 2nd Week of November 2015
31.12.2015–by 2nd week of February 2016
31.03.2016–by 4th week of May 2016
d. Financial Year From April 1, 2014 to March 31, 2015
e. Listing of equity shares is at Bomay Stock Exchange Limited.
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001.
f. Stock Code 512107 (BSE)
g. Share Transfer System Share transfer requests, which are received in
physical form are processed and the share
certificates returned within a period of 15
(fifteen) days from the date of receipt, subject to
the documents being in order and complete in all
respects.
Pursuant to Clause 47 (c) of the Listing
Agreement with the Stock Exchanges,
certificates, on half-yearly basis, have been
issued by M/s AGR Reddy & Co., Company
Secretaries, Hyderabad for due compliance of
share transfer formalities by the Company.
h. Reconciliation of Share Capital Audit Reconciliation of Share Capital Audit is being
carried out every quarter by M/s AGR Reddy &
Co., Company Secretaries, Hyderabad, and their
audit report is placed before the Board for its
perusal and filed with the Stock Exchange. The
audit confirms that the total listed and paid-up
capital is in agreement with the aggregate of the
total number of shares in physical form and the
total number of shares in dematerialized form
(held with NSDL and CDSL).
i. Location Registered Office:
CIN: L74120TG1991PLC012450
1-7-241/11/D, Ramalaya, 3rd Floor, S.D.Road,
Secunderabad-500003
Ph:
E-Mail: [email protected]
Website: http://www.golkondaengineering.com
j. Registrar & Share Transfer Agents Bigshare Services Pvt Ltd
306, Right Wing, 3rd Floor, Amrutha Ville, Opp.
Yashoda Hospital, Somajiguda, Rajbhavan
Road, Hyderabad, Telangana-500082
Ph. No: 040 – 40144967
k. Query on the Annual Report Laxmikanth Reddy Patlolla
Compliance Officer
Flat No. 102, H-No. 11-13-880/2, Subbalaxmi
Apartments, Green Hills Colony, Kothapet,
Hyderabad, 500036, Telangana
Telephone No: 040-65595929
E-mail: [email protected]
19. Performance of the Company Vis-a Vis BSE Sensex:
Trading is suspended for the company
20. Table Showing monthly high and Low (Prices with Volumes) at BSE
Trading is suspended for the company
The listing fee for the year 2014-2015 has been paid to the Bombay Stock Exchange Limited,
Mumbai.
21. SHAREHOLDING PATTERN AS ON 31st MARCH, 2015:
Category No. of shares held Percentage of shareholding
Promoters 37,15,150 89.63%
Promoters Body Corporate - -
Mutual funds / UTI - -
Financial Institutions /Banks - -
Foreign Institutional Investors - -
Venture Capital Funds - -
Bodies Corporate - -
Foreign Bodies Corporate - -
Retail individuals/NRIs/Trusts
/others
4,29,920 10.37
Total 41,45,070 100
22. CAPITAL BUILD UP DURING THE FINANCIAL YEAR
During the year under review there is no change in Authorised Capital and the Paid up Share
Capital of the Company.
23. E-voting
E-voting is a common internet infrastructure that enables investors to vote electronically
on resolutions of companies. Investors can now vote on resolutions requiring voting
through Postal Ballot as per the applicable rules and regulations without sending their
votes through post. The Company will also have the E-voting facility for the items to be
transacted at this AGM. The MCA has authorised NSDL and CDSL for setting up
electronic platform to facilitate casting of votes in electronic form. The Company has
entered into agreements with CDSL for availing e-voting facilities
24. ADDRESS FOR CORRESPONDENCE:
S.No Shareholders Correspondence for Addressed to
1. Transfer/Dematerialization/Consoli
dation/ Split of Shares, Issue of
Duplicate Share Certificate,
Change of Address of members
and beneficial owners and any
other query relating to the shares of
the Company
Bigshare Services Pvt Ltd
306, Right Wing, 3rd Floor, Amrutha Ville,
Opp. Yashoda Hospital, Somajiguda,
Rajbhavan Road, Hyderabad, Telangana-
500082
Ph. No: 040 – 40144967
Email: [email protected]
2. Investor Correspondence/Query on
Annual Report
Laxmikanth Reddy Patlolla
Compliance Officer
Flat No. 102, H-No. 11-13-880/2,, Subbalaxmi
Apartments, Green Hills Colony, Kothapet,
Hyderabad, 500036, Telangana
Telephone No: 040-65595929
E-mail: [email protected]
Website: http:www.golkondaengineering.com
25. GREEN INITIATIVE FOR PAPERLESS COMMUNICATIONS:
The Ministry of Corporate Affairs ("MCA") has taken a "Green Initiative in Corporate
Governance" by allowing paperless compliances by Companies through electronic mode. In
accordance with the recent circular bearing no.17/2011 and 18/2011 dated April 21, 2011 and
April 29, 2011 issued by the Ministry of Corporate Affairs, Companies can now send various
notices/ documents to their shareholders through electronic mode to the registered e-mail
addresses of the shareholders. This is a golden opportunity for every member of the Company to
contribute to the Corporate Social Responsibility initiative of the Company.
This move by the Ministry is a welcome move, since it will benefit the society at large through
reduction in paper consumption and contribution towards a greener environment. Additionally, it
will avoid loss in postal transit, save time, energy and costs.
By Understanding the underlying theme of the above circulars, to support this green initiative of
the Government in full measure, the company hence forth proposes to send documents like
notice convening general meetings, financial statements, directors reports, auditor's report etc to
the email address registered with the depositories by the share holders holding shares in
electronic form and for shareholders holding shares in physical form with the Registrar and
Share transfer Agents of the Company.
In this regard, we request members who have not registered their email addresses, so far to
register their email addresses, in respect of electronic holding with depository through their
concerned depository participants Members who hold shares in physical form are requested to
fill and send the required details in the Green Initiative form available in the Annual Report and
Members can also download the form Company's website: www.golkondaengineering.com and
forward to the Registrar and Share Transfer Agent, M/s. Bigshare Services Pvt Ltd.
26. DEPOSITORY SERVICES:
For guidance on depository services, Shareholders may write to the Company or to the
respective Depositories:
National Securities Depository Ltd. Central Depository Services (India) Ltd.
Trade World, 4th Floor Phiroze Jeejeebhoy Towers,
Kamala Mills Compound, 17th Floor, Dalal Street,
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
a) Structure and Developments, Opportunities and Threats, Performance, outlook, Risks and
Concerns:
The Company achieved a turnover of Rs. 58,14,10,784 during the current year as against Rs.
75,65,42,726 during the previous year.
The market is expected to show signs of pickup during the current year 2015-16. With inventory
available on the ground and with low demand, the selling prices will be under pressure. Further,
the increase in the cost of power and consumables will have an impact on the margins. During
the power holidays and power restrictions period imposed by the State, the Company has no
option but to purchase the power from the open access at a higher price.
b) Internal Control Systems and their Adequacy :
Management has put in place effective Internal Control Systems to provide reasonable assurance
for:
• Safeguarding Assets and their usage.
• Maintenance of Proper Accounting Records and
• Adequacy and Reliability of the information used for carrying on Business Operations.
Key elements of the Internal Control Systems are as follows:
i) Existence of Authority Manuals and periodical updating of the same for all Functions.
(ii) Existence of clearly defined organizational structure and authority.
(iii) Existence of corporate policies for Financial Reporting and Accounting.
(iv) Existence of Management information system updated from time to time as may be required.
(v) Existence of Annual Budgets and Long Term Business Plans.
(vi) Existence of Internal Audit System.
(vii) Periodical review of opportunities and risk factors depending on the Global / Domestic
Scenario and to undertake measures as may be necessary.
The Audit Committee is regularly reviewing the Internal Audit Reports for the auditing carried
out in all the key areas of the operations. Additionally the Audit Committee approves all the
audit plans and reports for significant issues raised by the Internal and External Auditors.
Regular reports on the business development, future plans and projections are given to the Board
of Directors. Internal Audit Reports are regularly circulated for perusal of Senior Management
for appropriate action as required.
Normal foreseeable risks of the Company’s assets are adequately covered by comprehensive
insurance. Risk assessments, inspections and safety audits are carried out periodically.
c) Human Resources Development and Industrial Relations:
The Company has constituted an Internal Complaint Committee (ICC) in pursuant to the
provisions of Companies Act, 2013 for prevention, prohibition and redressal of complaints /
grievances on the sexual harassment of women at work places. The Company continued the
welfare activities for the employees, which include Medical Care, Group Insurance, and Canteen
Facility. To enrich the skills of employees and enrich their experience, the Company arranges,
Practical Training Courses by Internal and External Faculty.
d) Cautionary Statement:
Statements in the Management Discussion and Analysis and Directors Report describing the
Company’s strengths, strategies, projections and estimates, are forward-looking statements and
progressive within the meaning of applicable laws and regulations. Actual results may vary from
those expressed or implied, depending upon economic conditions, Government Policies and
other incidental factors. Readers are cautioned not to place undue reliance on the forward
looking statements.
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31st, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS:
i) CIN : L74120TG1991PLC012450
ii) Registration Date : 12/03/1991 iii) Name of the Company : GOLKONDA ENGINEERING ENTERPRISES LIMITED iv) Category / Sub-Category of the Company : Category - Listed Company
Sub-Category – Company Limited by Shares v) Address of the Registered office and contact details : 1-7-241/11/D, Ramalaya, 3
rd Floor, S.D.Road,
Secunderabad, Telangana-500003
Email ID: [email protected]
Contact Nos. – Tel:
Fax:
vi) Whether listed company : Yes / No
vii) Name, Address and Contact
details of Registrar and Transfer Agent, if any : Big share Services Pvt. Ltd
306, Right Wing, 3rd Floor, Amrutha Ville,
Opp. Yashoda Hospital, Somajiguda, Rajbhavan Road,
Hyderabad, Telangana,500082
Ph. No: 040 - 40144967
SL.
N0.
NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/
SUBSIDIARY/
ASSOCIATE
% of shares
held
Applicable
Section
NOT APPLICABLE
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sl.
No.
Name and Description of main products / services NIC Code of the
Product/ service
% to total turnover of
the company
1 Telecom and Railway Cables 85444919 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHAREHOLDING 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 No. of Shares held at the end of the year % 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.
e) Banks / FI
f) Any
Other….
Sub-total(A)
(1):-
-
-
-
-
-
-
-
37,15,150
-
-
-
-
-
37,15,150
37,15,150
-
-
-
-
-
37,15,150
89.63 %
-
-
-
-
-
89.63 %
-
-
-
-
-
-
-
37,15,150
-
-
-
-
-
37,15,150
37,15,150
-
-
-
-
-
37,15,150
89.63 %
-
-
-
-
-
89.63 %
NIL
-
-
-
-
-
NIL
(2) Foreign
a) NRIs –
Individua
l
b) Other
Individua
l c)
Bodies
Corp.
d) Banks /
FI e) Any
Other….
Sub-total(A)
(2):-
Total
shareholdin
g of
Promoter
(A) =
(A)(1)+(A)(2
)
-
-
-
-
-
-
-
-
-
-
-
-
-
37,15,150
-
-
-
-
-
-
37,15,150
-
-
-
-
-
-
89.63 %
-
-
-
-
-
-
-
-
-
-
-
-
-
37,15,150
-
-
-
-
-
-
37,15,150
-
-
-
-
-
-
89.63 %
-
-
-
-
-
-
NIL
B. Public
Shareholding
1.
Institutions a) Mutual
Funds
b) Banks / FI
c) Central
Govt
d) State
Govt(s)
e)Venture
Capital
Funds
f) Insurance
Companies
g) FIIs
h)Foreign
Venture
Capital
Funds
i) Others
(specify)
Sub-total (B)
(1):-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2. Non-
Institutions
a) Bodies
Corp.
i)India
n
ii)Overseas
b) Individuals
i) Individual
shareholders
holding
nominal
share capital
upto Rs. 1
lakh
ii) Individual
shareholders
holding
nominal share
capital in
excess of Rs
1 lakh
c) Others
(specify)
Sub-total (B)
(2):-
Total Public
Shareholding
(B)=(B)(1)+
(B)(2)
-
-
-
-
-
-
29,920
4,00,000
4,29,920
4,29,920
-
29,920
4,00,000
4,29,920
4,29,920
-
0.72 %
9.65
10.37 %
10.37 %
-
-
-
-
-
-
29,920
400000
4,29,920
4,29,920
-
29,920
400000
4,29,920
4,29,920
-
0.72 %
9.65 %
10.37 %
10.37 %
-
-
---
-
-
C. Shares
held by
Custodian
for GDRs &
ADRs
- - - - - - - - -
Grand Total
(A+B+C)
-
41,45,070
41,45,070
100 %
-
41,45,070
41,45,070
100 %
NIL
(ii)Shareholding of Promoters
S
N
Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of
Shares
% of total
Shares of
the
company
%of Shares
Pledged /
encumbered to
total shares
No. of
Shares
% of total
Shares of
the
company
%of Shares
Pledged /
encumbered to
total shares
% change in
shareholding
during the
year
1 Gulabchand Pukhraj Surana 2,56,000 6.18 % NIL 256000 6.18 % NIL NIL
2 Ravi Surana 1,09,500 2.64 % NIL 1,09,500 2.64 % NIL NIL
3 Dipin Surana 1,11,000 2.68 % NIL 1,11,000 2.68 % NIL NIL
4 Meena Surana 9,88,650 23.85 % NIL 9,88,650 23.85 % NIL NIL
5 Priyanka Surana 10,00,000 24.13 % NIL 10,00,000 24.13 % NIL NIL
6 Pranali Surana 10,00,000 24.13 % NIL 10,00,000 24.13 % NIL NIL
7 Jaishika Surana 2,50,000 6.03 % NIL 2,50,000 6.03 % NIL NIL
Total 37,15,150 89.63 % NIL 37,15,150 89.63 % NIL NIL
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
SN Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 37,15,150 89.63 % 37,15,150 89.63 %
Date wise Increase /
Decrease in Promoters
Shareholding during the year
specifying the reasons for
increase
/ decrease (e.g. allotment /
transfer / bonus/ sweat
equity etc):
----------- NO CHANGE ----------
At the End of the year 37,15,150
89.63 % 37,15,150
89.63 %
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
SN. Shareholdingatthe
beginningoftheyear
CumulativeShareholding
duringtheyear
ForEachof theTop10Shareholders No.of shares %oftotal sharesof
the company
No.of shares %oftotal
sharesofthe
company 1.
MANOJ SHOBHACHAND CHORDIA
At the beginning of the year 30000 0.72% 30000 0.72%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
30000
0.72%
30000
0.72%
2. TARABAI SHOBHACHAND CHORDIA
At the beginning of the year 30000 0.72% 30000 0.72%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
30000
0.72%
30000
0.72%
3 K.V.KOTESHWAR RAO
At the beginning of the year 30000 0.72% 30000 0.72%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
30000 0.72% 30000 0.72%
4 SHASHIKALA MANSUKHLAL BALDOTA
At the beginning of the year 30000 0.72% 30000 0.72%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
30000 0.72% 30000 0.72%
5 EVANT SUBASH SURANA
At the beginning of the year 30000 0.72% 30000 0.72%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
30000 0.72% 30000 0.72%
6 VIJAY KUMAR F BOHRA
At the beginning of the year 30000 0.72% 30000 0.72%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
30000 0.72% 30000 0.72%
7 AMISH BHARAT KADAKIA
At the beginning of the year 30000 0.72% 30000 0.72%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
30000 0.72% 30000 0.72%
8 NIMITA AMISH KADAKIA
At the beginning of the year 30000 0.72% 30000 0.72%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
30000 0.72% 30000 0.72%
9 KURNOOL RAMA KRISHNA PRASAD
At the beginning of the year 25000 0.60% 25000 0.60%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
25000 0.60% 25000 0.60%
10 VARSHITA S DHOKA
At the beginning of the year 25000 0.60% 25000 0.60%
Date wise Increase/ Decrease in Shareholding during the
year specifying the reasons for increase/
decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):
NIL NIL NIL NIL
At the End of the year(or on the date of separation, if
separated during the year)
25000 0.60% 25000 0.60%
(v) Shareholding of Directors and Key Managerial Personnel:
SN. Shareholding at the beginning of the
year
Cumulative Shareholding during the
year
For Each of the Directors and KMP No. of shares % of total shares of
the company
No. of shares % of total shares of
the company
1. Gulabchand Pukhraj Surana :
At the beginning of the year 2,56,000 6.18 2,56,000 6.18
Date wise Increase / Decrease in Shareholding during
the year specifying the reasons for increase
/ decrease
(e.g. allotment / transfer / bonus/ sweat
equity etc):
NIL
NIL
NIL
NIL
At the End of the year 2,56,000 6.18 2,56,000 6.18
2. Dipin Surana
At the beginning of the year 1,11,000 2.68 1,11,000 2.68
Date wise Increase / Decrease in Shareholding during
the year specifying the reasons for increase
/ decrease
(e.g. allotment / transfer / bonus/ sweat
equity etc):
NIL
NIL
NIL
NIL
At the End of the year 1,11,000 2.68 1,11,000 2.68
3. Harakchand Gulabchand Dhoka
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Shareholding during
the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus/ sweat
equity etc):
NIL NIL NIL NIL
At the End of the year
NIL NIL NIL NIL
4. Casula Raj Kumar
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Shareholding during
the year specifying the reasons for increase
/ decrease
(e.g. allotment / transfer / bonus/ sweat
equity etc):
NIL NIL NIL NIL
At the End of the year NIL NIL NIL NIL
5. Siddarth Gothi
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Shareholding during
the year specifying the reasons for increase
/ decrease
(e.g. allotment / transfer / bonus/ sweat
equity etc):
NIL NIL NIL NIL
At the End of the year NIL NIL NIL NIL
6. Meena Surana
At the beginning of the year 9,88,650 23.85 9,88,650 23.85
Date wise Increase / Decrease in Shareholding during
the year specifying the reasons for increase
/ decrease
NIL NIL NIL NIL
At the End of the year 9,88,650 23.85 9,88,650 23.85
7. Ravi Pukhraj Surana
At the beginning of the year 1,09,500 2.64 1,09,500 2.64
Date wise Increase / Decrease in Shareholding during
the year specifying the reasons for increase
/ decrease
(e.g. allotment / transfer / bonus/ sweat
equity etc):
NIL NIL NIL NIL
At the End of the year 1,09,500 2.64 1,09,500 2.64
8. Kadakia Amish Bharat
At the beginning of the year NIL NIL NIL NIL
Date wise Increase / Decrease in Shareholding during
the year specifying the reasons for increase
/ decrease
(e.g. allotment / transfer / bonus/ sweat
equity etc):
NIL NIL NIL NIL
At the End of the year NIL NIL NIL NIL
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial
year
i) Principal Amount ii) Interest due but not paid
iii) Interest accrued but not due
3,35,67,956
--
--
NIL
NIL
NIL
Total (i+ii+iii) 3,35,67,956 NIL NIL NIL
Change in Indebtedness during the financial
year
· Addition
· Reduction
42,54,261
--
NIL
NIL
NIL
Net Change 42,54,261 NIL NIL NIL
Indebtedness at the end of the financial year
i) Principal Amount ii) Interest due but not paid
iii) Interest accrued but not due
3,78,22,217
--
--
NIL
NIL
NIL
Total (i+ii+iii) 3,78,22,217 NIL NIL NIL
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(` in Rs.)
SN. Particulars of Remuneration
Name of MD/WTD/
Manager
Name of MD/WTD/
Manager
Name of MD/WTD/
Manager
TOTAL
Gulabchand Pukhraj
Surana
Dipin Surana Ravi Surana Pukhraj
Managing Director
Executive Director Executive Director
1. Gross salary
(a) Salary as per provisions
contained in section 17(1) of the
Income-tax Act,
1961
(b) Value of perquisites u/s
17(2) Income-tax Act,
1961
(c) Profits in lieu of salary under
section 17(3) Income- tax Act,
1961
12,00,000
--
--
9,00,000
--
--
9,00,000
--
--
30,00,000
--
--
2. Stock Option -- -- -- --
3. Sweat Equity -- -- -- --
4. Commission
- as % of profit
- Others, specify
-- -- -- --
5. Others, please specify -- -- -- --
Total (A)
12,00,000
9,00,000 9,00,000 30,00,000
Ceiling as per the Act
(The remuneration is paid in
accordance with Part A of Section
II of Schedule V of Companies
Act, 2013)
42,00,000
42,00,000
42,00,000
1,26,00,000
B. Remuneration to other directors:
(` in Rs.)
SN. Particulars of Remuneration Name of Directors
Total Amount Harakchand
Gulabchand Dhoka
Siddarth Gothi Casula Raj
Kumar
Kadakia Amish
Bharat
Independent Directors
· Fee for attending board
committee meetings
· Commission
· Others, please specify
4,000
-
-
4,000
-
-
8,000
-
-
1,000
-
-
17,000
-
-
Total (1) 4,000 4,000 8,000 1,000 17,000
SN. Particulars of Remuneration Meena Surana -- -- --
Total Amount
Other Non-Executive
Directors
· Fee for attending board
committee meetings
· Commission
· Others, please specify
--
--
--
--
Total (2) --
Total (B)=(1+2) 4,000 4,000 8,000 1,000 17,000
Total Managerial
Remuneration
- - - - -
Overall Ceiling as per the Act 1,00,000 per
meeting
1,00,000 per
meeting
1,00,000 per
meeting
1,00,000 per meeting
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
(` in Rs.)
SN. Particulars of Remuneration Key Managerial
Personnel
Dipin Surana
Total
Chief Financial Officer
1. Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section
17(3) Income-tax Act, 1961
--
--
--
--
--
--
2. Stock Option -- --
3. Sweat Equity -- --
4. Commission
- as % of profit
- Others, specify
-- --
5. Others, please specify -- --
Total -- --
Auditors’ Certificate on compliance of conditions of Corporate Governance as per Clause 49 of the Listing Agreement with the
Stock Exchanges
To
The Members,
Golkonda Engineering Enterprises Limited
We have reviewed the implementation of Corporate Governance procedures by Golkonda Engineering Enterprises Limited during the year
ended 31st March, 2015 with the relevant records and documents maintained by the Company, furnished to us for review and the report on
Corporate Governance as approved by the Board of Directors.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review
of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
On the basis of the above and according to the information and explanations given to us, in our opinion, the company has complied with
Clause 49 of the Listing Agreement with Stock Exchanges, in all material respects and that no investor grievance is pending for a period
exceeding one month against the Company as per the records maintained by the Shareholders/Investors Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
for N K Jalan & Co.
Chartered Accountants
Firm Reg No: 104019W
Place: Mumbai CA N K Jalan
Date: 24/06/2015 Proprietor
Mem. No. 011878
GOLKONDA ENGINEERING ENTERPRISES LIMITED
Registered Office: 1-7-241/11/D, Ramalaya, 3rd Floor, S.D. Road, Secunderabad-500003,
Telangana
FORM No. MGT-11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN No.:L74120TG1991PLC012450
Registered Folio No./Client ID
Name of the company: Golkonda Engineering Enterprises Ltd
Registered Office:1-7-241/11/D, S D Road , Secunderabad-3
Name of the member(s):
Registered address:
E-mail Id:
Folio No./Client Id:
DP ID:
I/We, being the member(s) of shares of the above named company, hereby appoint
1. Name:
Address:
E-mail Id:
Signature:
2. Name:
Address:
E-mail Id:
Signature:
3. Name:
Address:
E-mail Id:
Signature:
as my proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30
th Annual
General Meeting of the Company, to be held on, 22nd July, 2015 at 11.00 A.M. at 1-7-
241/11/D, Ramalaya, 3rd Floor, S.D. Road, Secunderabad-500003, Telangana and at any
adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.:
1. To receive, consider and adopt the audited financial statements of the Company for
the Financial Year ended 31st March, 2015, the Reports of the Board of Directors and
Auditors thereon.
2. To appoint a director in place of Mr. Ravi Surana,(DIN : 01777676), who retires by
rotation.
3. To ratify the re-appointment of M/s. N.K. Jalan& Co, Chartered Accountants,
Statutory Auditors of the Company for Financial Year 2015-2016.
4. Appointment of Mr.Kadakia Amish Bharat as Director.
5. Appointment of Mr. Kadakia Amish Bharat as Independent Director
6. Appointment of Mrs. Meena Surana as Director.
7. Appointment of Mr. Dipin Surana as Whole-time Director of the Company
8. Appointment of Mr. Ravi Surana Pukhraj as Whole-time Director of the Company
Affix
Signed this day of 2014 15 paise
revenue
stamp
Signature of
shareholder
Signature of Proxy holder(s)
Note: 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.
GOLKONDA ENGINEERING ENTERPRISES LIMITED
Registered Office: 1-7-241/11/D, Ramalaya, 3rd Floor, S.D. Road, Secunderabad-500003,
Telangana
ATTENDANCE SLIP
Registered Folio No. /DP ID*/ Client ID*
Number of equity shares held
Name of the Member/Proxy
I/We hereby accord my/our presence at the as my proxy to attend and vote (on a poll) for me/us
and on my/our behalf at the 30th Annual General Meeting of the Company, to be held on, 22
nd
June, 2015 at 11.00 A.M. at 1-7-241/11/D, Ramalaya, 3rd Floor, S.D. Road, Secunderabad-
500003, Telangana.
Signature of the Member/Proxy attending the Meeting
Note: Please fill up this attendance slip and hand it over at the
entrance of the meeting hall. Members are requested to bring
their copies of the Annual Report to the meeting
*applicable for members holding shares in demat form