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Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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Page 1: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,
Page 2: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,
Page 3: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 4: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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,

Page 5: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 6: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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.”

Page 7: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,
Page 8: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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).

Page 9: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 10: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 11: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

• 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.

Page 12: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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.

Page 13: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 14: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,
Page 15: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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)

Page 16: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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.

Page 17: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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.

Page 18: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

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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.

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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

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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.

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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

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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

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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

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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

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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

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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

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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.

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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.

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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

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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).

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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 - -

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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

Page 35: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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,

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Page 38: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

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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.

Page 40: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 41: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 42: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 43: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

(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

Page 44: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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):-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Page 45: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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 %

-

-

---

-

-

Page 46: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

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

Page 47: Draft Annual Report 2014-15 Final - Bombay Stock Exchange · 30th Annual Report 2014-15 GOLKONDA ENGINEERING ENTERPRISES LIMITED Registered office: 1-7-241/11/D, Ramalaya, 3rd Floor,

(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 %

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(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

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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%

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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

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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

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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

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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

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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

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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

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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

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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 -- --

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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

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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:

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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

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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.

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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