Multipurpose Box

Annual Return 

Form No. MGT-9

   ADISHWAR INDIA LIMITED

As on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

  1. CIN:-U51909KA1997PLC021681
  2. Registration Date :  21/01/1997
  3. Name of the Company  : ADISHWAR INDIA LIMITED
  4. Category / Sub-Category of the Company : Company limited by shares, Indian Non-Government Company
  5. Address of the Registered office and contact details:

Address-No. 85, 59TH Cross, 4th Block Rajajinagar, Bangalore-560010.

Contact details: 080-40733999, Fax: 080-40733998

Jurisdiction of Police Station: Rajajinagar Police Station, Bangalore

[email protected],

[email protected]

  1. Whether listed company Yes / No  :                   No
  2. Name, Address and Contact details of Registrar and Transfer Agent, if any

BgSE FINANCIALS LIMITED

RTA Division

Stock Exchange Towers, 51, 1st Cross, J.C.Road, Bangalore-560027

Contact No. 08041329661 Fax: 080-22276674

Email ID: [email protected]

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:- 

SI. No.

Name and Description       of
main products /

services

NIC Code of the Product/ service

% to total turnover of the company

1

Electronic Consumer                      Durables

              4759                                        (99622)

        (99622440)

100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. NO

NAME AND ADDRESS OF THE

COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY /

ASSOCIATE

% of shares held

Applicable Section

1

NA

NA

NA

NA

NA

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

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. PROMOTERS

Indian

Individual/HUF

7939125

1690

7940815

99.999%

7939125

1690

7940815

99.999%

0

Central Govt/ State Govt (s)

0

0

0

0

0

0

0

0

0

Bodies Corp

0

0

0

0

0

0

0

0

0

Banks/FI

0

0

0

0

0

0

0

0

0

I) Any other

0

0

0

0

0

0

0

0

0

Sub-total

0

0

0

0

0

0

0

0

0

(A) (1):-

7939125

1690

7940815

99.999%

7939125

1690

7940815

99.999%

0

(2) Foreign

0

0

0

0

0

0

0

0

0

NRIs – Individuals

0

0

0

0

0

0

0

0

0

Other – Individuals

0

0

0

0

0

0

0

0

0

Bodies Corp.

0

0

0

0

0

0

0

0

0

Banks/FI

0

0

0

0

0

0

0

0

0

Any Other

0

0

0

0

0

0

0

0

0

Sub-total (a)(2):-

0

0

0

0

0

0

0

0

0

Total shareholding of promoter (a) = (a)(1)+(a)(2)

0

0

0

0

0

0

0

0

0

PUBLIC SHAREHOLD0ING

0

0

0

0

0

0

0

0

0

Institutions

0

0

0

0

0

0

0

0

0

Mutual Funds

0

0

0

0

0

0

0

0

0

Banks/FI

0

0

0

0

0

0

0

0

0

Central Govt/ State Govt(s)

0

0

0

0

0

0

0

0

0

Venture Capital Funds

0

0

0

0

0

0

0

0

0

Insurance Companies

0

0

0

0

0

0

0

0

0

FIIs

0

0

0

0

0

0

0

0

0

Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

Foreign Company

0

0

0

0

0

0

0

0

0

Sub-total (b)(1):-

0

0

0

0

0

0

0

0

0

Non – Institutions

0

0

0

0

0

0

0

0

0

Bodies Corp

0

0

0

0

0

0

0

0

0

Individuals

0

0

0

0

0

0

0

0

0

Individual shareholders holding nominal share

capital upto ` 1 lakh

0

10

10

0.0001

0

10

10

0.0001

0

Individual Shareholders holding nominal share

capital in excess of ` 1 Lakh

0

0

0

0

0

0

0

0

0

Qualified Foreign Investor

0

0

0

0

0

0

0

0

0

Non – Residents Indians

0

0

0

0

0

0

0

0

0

Foreign Bodies Corporate

0

0

0

0

0

0

0

0

0

Any Other (specify)

0

0

0

0

0

0

0

0

0

shares in Transit

0

0

0

0

0

0

0

0

0

Educational Trusts

0

0

0

0

0

0

0

0

0

Trust

0

0

0

0

0

0

0

0

0

Sub-total (b) (2):-

0

10

10

0.0001

0

10

10

0.0001

0

Total Public Shareholding (b) = (b)(1)+(b)(2)

0

10

10

0.0001

0

10

10

0.0001

0

Shares held by custodian for GDRS

0

0

0

0

0

0

0

0

0

Grand total (a)+(b)+(c)

7939125

1700

7940825

100%

7939125

1700

7940825

100%

0

(ii)Shareholding of Promoters

SHARE HOLDING BEGINNING OF THE YEAR

SHARE HOLDING AT THE END OF THE YEAR

Sl. No.

 Shareholders Name

No. of Shares

% of total Shares of the compa ny

%of Shares Pledged / encumbe red to total Shares

No. of Shares

% of total Shares of the compa ny

%of Shares Pledged / encumbe red to total Shares

% change in share holding during the year

1

Paras Jain

2915025

36.71

0

2915025

36.71

0

0

2

Nirmal Jain

1918700

24.16

0

2108200

26.55

0

0

3

Kanchan  Devi Devi

567050

7.14

0

567050

7.14

0

0

4

Manjula Devi

189500

2.39

0

NA

NA

NA

0

NA

0

5

Bhawari Devi

  2348850

29.58

0

2348850

29.58

0

0

6

Bhoormal Tated

1690

0.02

0

1690

0.02

0

0

Total

7940815

99.99

0

7940815

99.99

0

0

S.No.

Shareholding at the beginning of the year

Shareholding at the end of the year

Sl. No.

Shareholder
er's Name

No. of Shares

% of total Shares of the compa ny

%of Shares Pledged / encumbe red to total Shares

No. of Shares

% of total Shares of the compa ny

%of Shares Pledged / encumbe red to total Shares

% change in share holding during the year

1

Paras Jain

2915025

36.71

0

2915025

36.71

0

0

2

Nirmal Jain

1918700

24.16

0

2108200

26.55

0

2.39

3

Kanchan Devi

567050

07.14

0

567050

7.14

0

0

4

Manjula Devi

189500

2.39

0

NA

NA

0

NA

5

Bhawari Devi

 2348850

29.58

0

2348850

29.58

0

0

6

Bhurmal Jugraj

1690

0.02

0

1690

0.02

0

0

Total

7940815

99.99

0

7940815

99.99

0

0

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

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

No. of shares

% of total shares of the company

At the beginning of the year

7940815     

99.99

7940815     

99.99

Date wise Increase / Decrease in Promoters Share

holding during the year

specifying the reasons for increase / decrease (e.g.

allotment / transfer / bonus/

sweat equity etc):

At the End of the year

7940815                         

99.99%            

7940815

99.99

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

Shareholding at the beginning of

the  Year

Cumulative Shareholding

during the year

For Each of the Top 10 Shareholders

No. of  Shares

% of total shares of the

company

Name of the Share holder

No. of shares

% of total

shares of the company

At the beginning                      of the Year

   10

0        0.01%

       Vikas Rathod                                                    

      Rajashekar

           Hulyal

        Nikhesh Jain

        Shobha. H

       Bhawarlal

Ra

02

02

02

02

02

0.001

At the End of

The Year

   10

0        0.01%

       Vikas Rathod                                                    

      Rajashekar

           Hulyal

        Nikhesh Jain

        Shobha. H

       Bhawarlal

Ra

02

02

02

02

02

0.001

  1. Shareholding of Directors and Key Managerial Personnel:

Sr. No.

For each of the Directors

and KMP

Shareholding at the beginning

of the year

Shareholding at the end

No. of

Shares

% of total shares of the

Company

No. of

Shares

% of total shares of the

Company

        1                 

        

Paras Jain

2915025

36.71

2915025

36.71

2

Nirmal Jain

1918700

24.16

2108200

26.55

3

Kanchan Devi

567050

7.14

567050

7.14

4

Manjula Devi

189500

2.39

NA

NA

5

Ravindra Kudpi

0

0

0

0

6

Mr. Joit Kumar Bhomchand Jain

0

0

0

0

7

Vikram Jain

0

0

0

0

8

HS Vishwanathaiah

0

0

0

0

9

Raksha Jain

0

0

0

0

10

Bhurmal Jugraj

1690

0.002

1690

0.002

Company                  Secretary

Geetha Mani. J                 Company                             Secretary

0

0

0

0

Total

            5591965        5590275

70.40

5591965

70.40                        70.40

*Mr. Joit Kumar Jain has resigned as a Director 31.07.2017. Raksha Jain has appointed as a Director on 12.03.2018.

V.  Indebtedness of the Company including interest outstanding/accrued

but not due for payment

Secured

Loans

excluding

deposits

(Rs. In lacs)

Unsecured

Loans

(Rs. In lacs)

Deposits

(Rs. In lacs)

Total

Indebtedness                          (Rs. In lacs)

i)Principal Amount      at the beginning of               the year

4733.20

449.09

0

5182.29

ii) Interest Due

not Paid

iii) Interest accrue                        but not due

Total Due at the

beginning

4733.20

449.09

0

5182.29

Change in Indebtedness during the FY             -Addition                    -Reduction

-376.62

449.09

0

-825.71

i)Principal Amount      at the end of               the year

4356.58

0.00

0.00

4356.58

ii) Interest Due

not Paid

iii) Interest accrue                        but not due

Total Due

4356.58

0.00

0.00

4356.58

VI. BOARD MEETINGS:

The Board of Directors met Six Times during this financial year 2017-18 on 19.05.2017, 31.07.2017, 18.09.2017, 13.12.2017 and 14.02.2018

Sl No.

Name of the Director

Designation

BOARD MEETINGS ATTENDED

1

Paras Jain

Managing Director

5 out of 5

2

Nirmal Jain

Whole time Director

5 out of 5

3

Kanchan Devi

Director

5 out of 5

4

Manjula Devi

Director

4 out of 3

5

*Mr. Joit Kumar Bhomchand Jain

Director

Resigned on 31.07.2017

6

Ravindra Kudpi

Independent  Director

5 out of 5

7

HS Vishwanathaiah

Independent Director

5 out of 5

8

Vikram Jain

Director

 5 out of  4

9

*Mr. Bhurmal Jugraj

Director

3 out of 3

10

Raksha Jain

Director

NA

Mr. Bhurmal Jugraj - Company has appointed as a Director at the EGM held on 28.08.2017 and Miss. Raksha Jain appointed as a Director at the EGM held on 12.03.2018.

MEETING OF INDEPENDENT DIRECTORS:

Apart from the above Board Meetings the company has a separate meeting of the Independent Directors which was held on 23.03.2018 consisting of only Independent Directors of the company.

The Independent Directors of the Company had met during the year on 23.03.2018 to review the performance of non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.

The Company has posted in its website of the company about the code of conduct of Independent Directors and Terms and Conditions of Independent Directors (www.adishwarindia.com/investor relations)

Audit Committee:

Members of the Audit Committee are:

Mr. Ravindra Kudpi- Independent Directors

Mr. HS Vishwanathaiah – Independent Director

Mr. Nirmal Jain - Whole time Director

During the year 2017-18 Audit Committee meetings were held on

19.05.2017, 18.09.2017 and 13.12.2017.

Mr. Ravindra Kudpi was present for all the meetings held during the year.

Mr. HS Vishwanathaiah was present for all the meetings held during the year.

Mr. Nirmal Jain was present for all the meetings held during the year.

Nomination and Remuneration Committee (It was called as a remuneration committee)

Board of Directors of the Company Re-constituted the Remuneration Committee re-named as a Nomination and Remuneration Committee. 

Members of the Committee:

Mr. Ravindra Kudpi - Independent Director

Mr. Hs Vishwanathaiah – Independent Director

Mr. Vikram Jain - Director

Mr. Paras Jain Managing Director

During the year 2017-18 the Remuneration Committee meetings were held on 31.07.2017 and 14.02.2018.

Mr. Ravindra Kudpi and Mr. Vishwanathaiah was present for all the meetings held during the year.

Paras Jain was present for all the meetings held during the year.

Mr. Vikram Jain Director becoming a member of the committee from 18.09.2017.

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

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

SI. no

Particulars of Remuneration

(Amount in Lacs)

Paras Jain

Managing

Director

 Nirmal Jain

Whole Time

Director

1

Gross salary as per Section 17(1)

of the  Income Tax Act, 1961

             72.00

            72.00

2

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

0

0

3

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

0

0

4

Stock Option

0

0

5

Sweat Equity

0

0

6

Commission –

as % of profit

others, specify

0

0

7

Others if any,

0

     Total (A)

           72.00

              72.00

B. Remuneration to other directors:

SI. no.

Particulars of Remuneration

Total Amount Rs. In Lakhs

Commission

Sitting fee for attending the Board Meeting

Total

  1. Non-Executive Directors

      Kanchan Devi

0

0.13

0.13

       Manjula Devi

0

0.08

0.08

         Vikram Jain

0

0.13

0.10

Bhurmal Jugraj

0

0.08

0.08

  1. Independent Directors

         Ravindra Kudpi

0

0.28

0.28

         HS Vishwanathaiah  

0

0.28

0.28

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

0.98

0.98

Overall Ceiling as per the Act

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Particulars of

Remuneration

CEO

Not

Applicable

Geetha Mani.J

Company

Secretary

(Rs. In Lacs)

CFO

Not

Applicable

Total

Gross salary as per Section 17(1)

of the  Income Tax Act, 1961

0

11.58

0

11.58

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

0

0

0

0

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

0

0

0

0

Stock Option

0

0

0

0

Sweat Equity

0

0

0

0

Commission as % of profit

- others

0

0

0

0

Others, please specify

0

0

0

0

Total

0

11.58

0

11.58

Company was not issued any stock options and not  given commission to its directors and other officials.

(VIII) MATTERS RELATING TO CERTIFICATION OF COMPLIANCES, DISCLOSURES:

Form Name

Purpose

Date of Filing

SRN

MGT-14

HDB FINANCE

07-04-17

G40382756

CHG-1

AXIS BANK FINANCE

11-07-17

G47959861

MGT-14

AXIS BANK FINANCE

17-07-17

G48453849

DIR-12

RESIGNATION- JOIT KUMAR JAIN

16-08-17

G50523497

DIR-12

APPOINTMENT OF BHURMAL JUGRAJ AS A DIRECTOR

15-09-17

G53049631

ADT-1

Auditors Appointment

03-10-17

G54585039

MGT-14

HDFC Borrowings

14-11-17

G61464715

MGT-7

ANNUAL RETURN

09-11-17

G60697497

MGT-14

Adoption of Accounts and Directors Report

14-10-17

G56467392

AOC-4

BALANCE SHEET

28-11-17

G66686320

DIR-12

Ms. Manjula Devi- Cessation of office

22-02-18

G77413771

INC-22

Change of Registered Office

20-03-18

G79911681

MGT-14

Appointment of Internal Auditor

15-03-18

G79417788

Some of the forms filed in time and some of the forms are delayed in filing due to in advertent and oversight by the company.

IX. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section  of the Companies

Brief Description

Details of Penalty / Punishment/

Authority [RD / NCLT / COURT]

Appeal made, if any

Act

Compounding fees imposed

(give Details)

A. COMPANY

Penalty

NA      

NA

NA

NA

NA

NA

Punishment

NA

NA

NA

NA

NA

Compounding

NA

NA

NA

NA

NA

B. DIRECTORS

NA

NA

Penalty

NA

NA

NA

NA

NA

Punishment

NA

NA

NA

NA

NA

Compounding

NA

NA

NA

NA

NA

C.                                                                                               OTHER OFFICERS IN DEFAULT

Penalty

NA

NA

NA

NA

NA

Punishment

NA

NA

NA

NA

NA

Compounding

NA

NA

NA

NA

NA

X. ANNUAL GENERAL MEETINGS AND EXTRAORDINARY GENERAL MEETING

The details of the Annual General Meetings / Extraordinary General Meeting held in the last three years are as follows:

Annual General Meetings of the Company:

            Venue

Financial Year

Date & Time

Registered office of the Company at No. 14,11th C Cross, 1st Main, 2nd Stage, West of Chord Road, Bangalore-86.

2014 – 2015

30th September, 2015

2015-  2016

30th September, 2016

2016-  2017

28th  September, 2017

There is no special Resolutions passed by the Company at the AGM during the last three financial years.

The details of special resolutions passed in EGM in the last 3 years are as follows:

EGM

Subject

EGM- 01/15-16 -01.01.2016

1. To appoint Mr. H.S.Vishwanathaiah (DIN: 00616170) as an Independent Director

EGM- 01/16-17- 30.05.2016

Payment of Remuneration to Managing Director and Whole time Director

EGM- 02/16-17- 27.06.2016

Appointment of Mr. Vikram Jain as a                Director of the Company

EGM- 28/08/2017

Appointment of Mr. Bhurmal Jugraj as a Director of the Company

EGM- 12/03/2018

Appointment of Miss. Raksha Jain as a Director of the Company.

For ADISHWAR INDIA LIMITED                          

Paras Jain                                       

Managing Director                       

DIN: 02063077                                                                            

Geetha Mani. J

Company Secretary                    

Membership No. 20248            

Place: Bengaluru, India

Date:  22.09.2018