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:
- CIN:-U51909KA1997PLC021681
- Registration Date : 21/01/1997
- Name of the Company : ADISHWAR INDIA LIMITED
- Category / Sub-Category of the Company : Company limited by shares, Indian Non-Government Company
- 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]
- Whether listed company Yes / No : No
- 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
|
- 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
|
|
- 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
|
|
- 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
|
|
|
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