SOLID CARBIDE TOOLS LIMITED · Ms. Pooja Lodha Director Mr. Saurabh Kothari Director Mr. Ramesh B....

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SOLID CARBIDE TOOLS LIMITED

ANNUAL REPORT 2014 – 2015

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Board of Directors Mr. Dilip S. Shah Chairman

Mr. Keyur R. Sanghvi Director

Ms. Pooja Lodha Director

Mr. Saurabh Kothari Director

Mr. Ramesh B. Patel Director

Registrar and Share Transfer Agents:

Link Intime India Pvt. Ltd

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (West),

Mumbai 400078

Tel: 022-25963838, Fax: 022-25946969

Email id: [email protected]

Regd. Office / Factory:

Plot No. R-402, T.T.C. Industrial Area,

MIDC, Thane Belapur Road,

Navi Mumbai-400701

Tel: 022- 227697041

mailto:[email protected]

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CIN: L99999MH1990PLC057785

Address: Plot No. R-402, T.T.C. Industrial Area, MIDC, Thane Belapur Road, Navi Mumbai-

400701

E-Mail ID: [email protected] Website: www.solidcarbide.in

NOTICE

Notice is hereby given that the Annual General Meeting of the members of Solid Carbide Tools

Limited will be held at the registered office of the Company at Plot No. R-402, T.T.C. Industrial

Area, MIDC, Thane Belapur Road, Navi Mumbai - 400701 on Wednesday, the 30th September,

2015 at 11.00 a.m. to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the

financial year ended 31st March, 2015 including the Audited Balance sheet as at 31st March,

2015 and the statement of Profit & Loss Account of the Company for the year ended as on

that date and the Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Dilip Shah (DIN - 02659382), who retires by rotation

and being eligible offers himself for re-appointment.

3. To re-appoint Auditor and fix their remuneration and in this regard to pass the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139(8)(i) and other applicable provisions, if

any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in

force (including any statutory modification or amendment thereto or re-enactment thereof for the time

being in force), M/s. Kriplani Milani & Co, Chartered Accountants, Mumbai, (Firm Registration no.

130461W) be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy

caused by the resignation of M/s. Batliboi & Purohit, Chartered Accountants, Mumbai.”

“RESOLVED FURTHER THAT M/s Kriplani Milani & Co, Chartered Accountants,

Mumbai, be and are hereby appointed as Statutory Auditors of the Company from this Annual

General Meeting and that they shall hold the office of the Statutory Auditors of the Company

from the conclusion of this meeting until the conclusion of the ensuing Annual General

Meeting and that they shall conduct the Statutory Audit for the financial year ended 31st

March, 2016 on such remuneration as may be fixed by the Board of Directors.”

SPECIAL BUSINESS:

4. Appointment of Mr. Saurabh Kothari as an Independent Director of the Company

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:


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“RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 150, 152 read

with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and

the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any

statutory modification(s) or re-enactment thereof, for the time being in force) and clause 49 of

the Listing Agreement, Mr. Saurabh Kothari (DIN-06476668), whose term expires at this

Annual General Meeting and in respect of whom the Company has received a notice in

writing under section 160 of the Companies Act, 2013 from a member proposing his

candidature for the office of Director be and is hereby appointed as an Independent Director

of the Company, not liable to retire by rotation and to hold office for a term upto the

conclusion of the next Annual General Meeting of the Company in the calendar year 2016.

5. Appointment of Mr. Ramesh Patel as an Independent Director of the Company






the Listing Agreement, Mr. Ramesh Patel (DIN-03520736), whose term expires at this Annual

General Meeting and in respect of whom the Company has received a notice in writing

under section 160 of the Companies Act, 2013 from a member proposing his candidature for

the office of Director be and is hereby appointed as an Independent Director of the Company,

not liable to retire by rotation and to hold office for a term upto the conclusion of the next

Annual General Meeting of the Company in the calendar year 2016.

6. Appointment of Mr. Keyur Sanghvi as an Independent Director of the Company






the Listing Agreement, Mr. Keyur Sanghvi (DIN-05309192), whose term expires at this

Annual General Meeting and in respect of whom the Company has received a notice in

writing under section 160 of the Companies Act, 2013 from a member proposing his

candidature for the office of Director be and is hereby appointed as an Independent Director

of the Company, not liable to retire by rotation and to hold office for a term upto the

conclusion of the next Annual General Meeting of the Company in the calendar year 2016.

By Order of the Board of Directors

For Solid Carbide Tools Limited

Sd/-

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Dilip Shah

Chairman

DIN: 02659382

Address: 3 Rajhans 6 Dongershi Road,

Place: Navi Mumbai Walkeshwar, Mumbai, 400006

Date: 01.09.2015

NOTES:

1. An Explanatory statement pursuant to section 102(1) of the Companies Act, 2013 relating to

the Special Businesses to be transacted at the Annual General Meeting is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF

HIMSELF/HERSELF AND THE PROXY NEED NOT BE THE MEMBER OF THE

COMPANY. THE INSTRUMENT(S), APPOINTING A PROXY, IF ANY, SHALL BE

DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN

FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the

aggregate not more than 10 percent of the total share capital of the Company carrying voting

rights. A member holding more than 10 percent of the total share capital of the company

carrying voting rights may appoint a single person as proxy and such person shall not act as

a proxy for any other person or shareholder.

3. In terms of Section 152 of the Companies Act, 2013, Mr. Dilip Shah (DIN-02659382), Director,

retire by rotation at the Meeting and being eligible, offer himself for re-appointment. Mr.

Saurabh Kotahri (DIN-06476668), Mr. Ramesh Patel (DIN-03520736) and Mr. Keyur Sanghvi

(DIN-05309192), Independent Directors whose term expires at the ensuing Annual General

Meeting of the Company and for the appointment of whom the Company has received a

notice in writing under section 160 of the Companies Act, 2013 proposing their candidatures

for the office of the Director. The Board of Directors of the Company commends their

respective re-appointment/appointment. Brief resume of the Directors including those

proposed to be re-appointed/appointed, nature of their expertise in specific functional areas,

names of companies in which they hold directorships and memberships/chairmanships of

Board Committees, shareholding and relationships between directors inter-se as stipulated

under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the

Corporate Governance Report forming part of the Annual Report.

4. The Register of Members and Share Transfer Books of the Company will remain close from

28-09-2015 to 30-09-2015 (both days inclusive).

5. Members are requested to intimate the Registrar and Share Transfer Agent of the Company-

Link Intime India Private Limited, immediately of any change in their address, in respect of

equity shares held in physical mode and to their Depository Participants (DP) in respect of

equity shares held in dematerialized form.

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6. Members holding share certificates under different folio numbers but in the same order of

name are requested to apply for consolidation of such folios and send relevant share

certificates to the Registrar and Share Transfer Agent of the Company.

7. Pursuant to Section 101 and 136 of the Companies Act, 2013 read with relevant Rules made

there under, as amended from time to time, Companies can serve Annual Report and other

communications through electronic mode to those Members who have registered their e-mail

address with the Company or with the Depository. Members who have not registered their e-

mail address either with the Company or with the Depository can now register the same by

submitting updated email address to Link Intime India Private Limited, the Registrar and

Share Transfer Agent or Company. Members of the Company, who have registered their e-

mail address, are entitled to receive such communication in physical form upon request.

The Notice of AGM, Annual Report and Attendance Slip are 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 their request for a hard copy of the same. Physical copy

of the Notice of AGM, Annual Report and Attendance Slip are being sent to those members

who have not registered their e-mail IDs with the Company or Depository Participant(s).

Members who have received the Notice of AGM, Annual Report and Attendance Slip in

electronic mode are requested to print the Attendance Slip and submit a duly filled in

Attendance Slip at the registration counter to attend the AGM. Members may also note that

the Annual Report for FY 2014-2015 will also be available on the Company‟s website:

www.solidcarbide.in for their download.

8. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of

the Listing Agreement, as amended from time to time, Members have been provided with

the facility to cast their vote electronically, through the e-voting services provided by Central

Depository Services Limited, on all resolutions set forth in this notice.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 26th September, 2015 (9.00 a.m. IST) and ends on 29th

September, 2015 (5.00 p.m. IST). During this period shareholders of the Company,

holding shares either in physical form or in dematerialized form, as on the cut-off date of

23rd September, 2015, may cast their vote electronically. The e-voting module shall be

disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to

vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com

(iv) Click on Shareholders

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

http://www.evotingindia.com/

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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.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) 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.

(viii) 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. e.g. If your name is Ramesh Kumar with

sequence number 1 then enter RA00000001 in the PAN field

Dividend

Bank

Details

OR

Date of Birth

(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)

as recorded in your demat account or in the company records in order to

login.

If both the details are not recorded with the depository or company

please enter the member id / folio number in the Dividend Bank details

field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) 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.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the

resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant Solid Carbide Tools Limited on which you choose to vote.

(xiii) 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.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.


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(xv) 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.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your

vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print”

option on the Voting page.

(xviii) 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.

(xix) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodian are required to log on to www.evotingindia.com and register themselves as

Corporate.

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 they have to create a user who 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.

(xx) 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].

(xxi) E-Voting Information:

EVSN

(Electronic Voting Sequence Number) User ID

Your Existing Password /

Default PAN / Sequence

Number

150904141 {Folio} {Password}

Since the Company is required to provide members the facility to cast their vote by electronic

means, shareholders of the Company, holding shares either in physical form or in dematerialized

form, as on the cut – off date and not casting their votes electronically, may cast their vote at the

AGM venue, facility will be available at the venue. The results of e-voting will be placed by the

Company on the website: www.solidcarbide.in within two days of the AGM and also

communicated to the stock exchanges, where the shares of the Company are listed.

9. The resolutions proposed will be deemed to have been passed on the date of AGM subject to

receipt of number of votes in favour of the resolutions.

10. Ms. Dolly J Mehta, Practicing Company Secretary (Membership No: ACS - 38116) has been

appointed as the Scrutinizer to scrutinize the e-voting process.





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11. Voting will be provided to the members through e-voting and / or at the AGM venue. A

member can opt for only one mode of voting i.e. either through e-voting or ballot If a

member cast votes by both modes, then voting done through e-voting shall prevail and the

ballot shall be treated as invalid.

12. All the documents referred to in the accompanying Notice and Explanatory Statement are

open for inspection at the Company‟s Registered office on all working days of the Company

between 10.00 a.m. to 1.00 p.m. upto the date of the Annual General Meeting except Saturday

and Sundays and public Holidays

13. Members/Proxies are requested to bring their attendance slip dully filled in along with their

copy of Annual Report to the Meeting.

AN EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES

ACT, 2013

Item No. 3

M/s. Batliboi & Purohit Chartered Accountants are the statutory auditors of the Company for the year 2014-2015. In case of listed companies, the newly enacted Companies Act, 2013 has introduced a new concept called rotation of the auditors. To fall in line with the said concept, it is proposed to appoint M/s. Kriplani Milani & Co. Chartered Accountants as the auditors of the Company in place of the retiring Auditors M/s Batliboi & Purohit, Chartered Accountants as they have shown unwillingness to continue as auditors of the company. The Statutory Auditors have confirmed that their appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Act and in accordance with the requirements of Section 139(1) of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Auditors have further confirmed that they are not disqualified from being appointed as auditors under the Act or the Chartered Accountants Act, 1949. Further, Section 142 of the Act requires the remuneration of the Auditors to be fixed in the general meeting and the same shall include expenses, if any, incurred by the auditor in connection with the audit of the Company and any facility extended to them. Accordingly, the approval of the members is being sought by means of an ordinary resolution for the appointment of M/s. Kriplani Milani & Co. Chartered Accountants, as the Statutory Auditors to audit the financial statements of the Company for a period from the conclusion of the this annual general meeting till the conclusion of the next Annual General Meeting on the remuneration as per decided by the Board of Directors. The board recommends the appointment of the statutory auditors of the Company for approval of the shareholders None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Independent Directors for their respective appointment, is concerned or interested, financially or otherwise, in these Resolutions.

Item No 4, 5 and 6:

Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi were appointed as an

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Independent Director by the members of the Company at their Annual General Meeting held on

30th September, 2014 to hold office for a term upto the conclusion of the next Annual General

Meeting of the Company in the calendar year 2015.

The Company has received a notice in writing from a member along with the deposit of requisite

amount under Section 160 of the Act proposing the candidature of Mr. Saurabh Kothari, Mr.

Ramesh Patel and Mr. Keyur Sanghvi for the office of Director of the Company.

The Company has received a declaration from Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr.

Keyur Sanghvi that they meets the criteria of independence as prescribed both under sub-section

(6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi are not disqualified from being

appointed as a Director in terms of Section 164 of the Act and have given their consent to act as a

Director.

In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr.

Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi being eligible, offer themselves for

appointment as Independent Directors on the board of the Company in line with the

requirements of the Companies Act, 2013.

The matter regarding appointment of Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur

Sanghvi as an Independent Director was placed before the Nomination & Remuneration

Committee, which commends their appointment as an Independent Directors.

In the opinion of the Board, Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi

fulfils the conditions for their appointment as an Independent Directors as specified in the Act

and the Listing Agreement. Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi are

independent of the management and possess appropriate skills, experience and knowledge.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the

appointment of Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi as an

Independent Directors are now being placed before the members in general meeting for their

approval.

The terms and conditions of appointment of Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr.

Keyur Sanghvi shall be open for inspection by the members at the Registered office during

normal business hours on any working days of the Company between 10.00 a.m. to 1.00 p.m.

upto the date of the Annual General Meeting except Saturdays, Sundays and public Holidays.

A Brief profile of the proposed Independent Directors, including nature of their expertise

provided in the separate section.

Save and except Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi, none of the

other Directors / Key Managerial Personnel of the Company / their relatives is, in any way,

concerned or interested, financially or otherwise in the resolution set out at Item No. 4, 5 and 6 of

the Notice.

The Board commends the Ordinary Resolutions set out at Item No. 4, 5 and 6 of the Notice for

approval by the members.

ANNEXURE TO THE NOTICE:

Disclosure pursuant to Clause 49 of the Listing Agreement:

Disclosure of Directors seeking re-appointment/appointment at the Annual General Meeting to

be held on 30th September, 2015

Mr. Dilip Shah Mr. Saurabh Mr. Ramesh Mr. Keyur

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Kothari Patel Sanghvi

Date of Birth 26/04/1957 11/11/1986 07/05/1956 10/07/1980

Date of Appointment 03/09/2012 18/01/2013 18/01/2013 18/01/2013

Qualification B. Com MBA –

Finance

S.S.C.

B.Com

Expertise in specific

functional areas

Business,

Technical &

Management

Business

Management

Business &

Management

Finance

Management

Directorship in Indian

other Public Limited

Companies as on

31.3.2015

Nil Nil Nil Nil

Chairman / Member of

the committee of other

Companies*

Nil Nil Nil Nil

No of shares held in the

Company as on 31.3.2015

2,03,28,631 65,000 Nil 20,000

Note: *Directorship / Committee memberships exclude Alternate Directorships and

Directorships in Private / Foreign Companies incorporate under Section 8 of the Companies Act,

2013

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DIRECTORS REPORT

Your Directors have pleasure in presenting the Annual Report of the Company along with the

Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2015 31-03-2014

Total Income - -

Total Expenses (52,32,876) (2433175)

Prior Period Items (1,04,28,155) 0

Profit (Loss) before Tax (1,56,61,031) (2433175)

Less: Provision for Tax - -

Profit (loss) after Tax (1,56,61,031) (2433175)

2. PERFORMANCE & RESULTS:

The Company did not have any operations during the year and in turn no income is earned. The

increase in loss after tax from Rs.24.33 lacs to Rs.156.61 lacs is on account of increase in

expenditure and prior period items

3. OPERATIONS AND FUTURE PLANS:

The Company during the year under review could not conduct any business activity due to the

financial constraints and un-favourable market conditions. The Company is in the process of

obtaining various licenses from regulatory authorities to commence the commercial activities

which would benefit the company and shareholders at large.

4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in nature of the business of the Company.

5. DIVIDEND:

Considering the loss incurred in the current financial year, your Directors have not

recommended any dividend for the financial year under review.

6. DEPOSITS:

The Company has accepted deposits from public.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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The Company has not given Loans, Guarantees and Investments covered under the provisions

of Section 186 of the Companies Act, 2013.

8. DIRECTORS:

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for

the purpose of determining the directors liable to retire by rotation, the Independent Directors

are not included in the total number of Directors of the Company. Accordingly, Mr. Dilip Shah

(DIN:02659382) shall retire by rotation at the ensuing Annual General Meeting and being eligible

has offered himself for re-appointment as a Director of the Company.

Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi were appointed as an

Independent Director on the Board of the Company in the Annual General Meeting held on 30th

September, 2014 to hold office for a term upto the conclusion of the next Annual General

Meeting of the Company in the calendar year 2015.

In terms of section 149 of the Companies Act, 2013, Mr. Saurabh Kothari, Mr. Ramesh Patel and

Mr. Keyur Sanghvi being eligible and offering themselves for appointment, are proposed to be

appointed as an Independent Director under section 149 of the Companies Act, 2013 to hold

office for a term upto the conclusion of March 31, 2016.

In the opinion of the Board, Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi

fulfill the condition specified in the Companies Act, 2013 and rules made there under for their

appointment as an Independent Directors of the Company and are Independent of the

management.

The proposal regarding the re-appointment/appointment of the aforesaid Directors is placed for

your approval.

Brief profiles of the Directors proposed to be re-appointed/appointed as required under clause

49 of the Listing Agreement, are part of the Notice convening the Annual General Meeting

9. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:

Annual performance evaluation of Board, its committees (namely Audit, Nomination and

Remuneration and Stakeholders Relationship Committees) and all the Directors individually has

been done in accordance with the Performance Evaluation Framework adopted by the

Nomination and Remuneration Committee of the Company.

The Performance Evaluation Framework sets out the performance parameters as well as the

process for performance evaluation to be followed. Performance evaluation forms were

circulated to all the Directors to record their evaluation of the Board, its Committees and Non-

executive Directors of the Company.

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The Board of Directors reviewed the performance of Independent Directors and Committees of

the Board. Nomination and Remuneration Committee also reviewed performance of the

Company and every Director.

10. REMUNERATION TO DIRECTORS:

The Company did not pay any remuneration, sitting fees for attending Board/Committee

Meetings and commission to any of its Directors during the year under review.

11. REMUNERATION POLICY:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the

Companies Act, 2013, formulated the policy setting out the criteria for determining

qualifications, positive attributes, independence of a Director and policy relating to

remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to

the Directors of the Company is available on the website of the Company: www.solidcarbide.in

12. DECLARATION BY AN INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations that they meet with the criteria of

independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and

under Clause 49 of the Listing Agreement with the Stock Exchange.

13. MEETINGS OF BOARD AND COMMITTEES:

Board of Directors:

The Board of Directors met 6 (six) times during the financial year ended 31st March 2015 in

accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Board of Directors met during the financial year under review are as

under:

30th May, 2014, 14th August, 2014, 14th November, 2014, 6th February, 2015, 13th February and 18th

March, 2015

Details of all Board Committees along with their composition and meetings held during the year

under review are given in the Corporate Governance Report. The intervening gap between the

Meetings was within the period prescribed under the Companies Act, 2013.

14. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

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(i) in the preparation of the annual financial statements for the year ended March 31, 2015,

the applicable accounting standards had been followed along with proper explanation

relating to material departures, if any;.

(ii) the directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the company at the end of the financial year and of the

loss of the company for that period;.

(iii) the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the

assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts on a going concern basis.

(v) the directors, had laid down internal financial controls to be followed by the company

and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

15. INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during the year. Your

Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and

contribution of all the employees during the year

16. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

(IEPF):

Your Company has funds amounting to Rs. 81,927/- lying unpaid or unclaimed for a period of

seven years. This amount is under reconciliation and will be transferred to Investor Education

and Protection Fund (IEPF) pursuant to the provisions of section 125 of the Companies Act, 2013

read with relevant rule, if any, applicable.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm‟s

length basis and were in the ordinary course of business. There are no materially significant

related party transactions made by the Company with Promoters, Directors, Key Managerial

Personnel or other designated persons which may have a potential conflict with the interest of

the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for

their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions,

which are of a foreseen and repetitive nature. The transactions entered into pursuant to the

- 16 -

omnibus approval so granted are audited and a statement giving details of all related party

transactions is placed before the Audit Committee and the Board of Directors for their approval

on a quarterly basis.

The transactions with the related parties are disclosed in the „Notes on Accounts forming part of

the Annual Report‟.

18. CASH FLOW STATEMENT:

In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants

of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the

Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts.

19. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of

remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2)

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE:

The particulars as required under the provisions of Section Section 134 (3) (m) of the Companies

Act, 2013 in respect of conservation of energy and technology absorption are not required to be

furnished considering the fact that the Company has not carried on any manufacturing activity.

The Company has not earned any foreign exchange during the year under review. The

Company has not spent any amount in foreign exchange

21. CORPORATE GOVERNANCE:

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate

Governance and the Certificate of the practicing Company Secretaries by Dolly J Mehta in

respect of compliance thereof is enclosed herewith as Annexure I and forming part of this report.

22. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed

herewith as Annexure II.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During the year under review, the Company does not meet any of the criteria as set out in

Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy)

Rules, 2014. Hence, the requirement for furnishing of details of Corporate Social Responsibility

is not applicable to the Company

- 17 -

24. RISK MANAGEMENT POLICY

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted

a Risk Management Committee. The details of Committee and its terms of reference are set out

in the Corporate Governance Report forming part of the Board‟s Report.

25. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

During the year under review, there were no other material events and commitments affecting

financial position of the Company occurring after Balance sheet date.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF

ANY:

During the year under review, there were no significant material orders passed by the

Regulators / Courts which would impact the going concern status of your Company and its

future operations.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size, scale and complexity

of its operations.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and

employees of the Company to report genuine concerns. The Whistle Blower Policy provides for

adequate safeguards against victimisation of persons who use such mechanism and make

provision for direct access to the Chairperson of the Audit Committee in appropriate or

exceptional cases.

Major scope, safeguards and procedure for disclosure for vigil mechanism is available on the

website of the Company: www.solidcarbide.in

29. AUDITORS:

Statutory Auditor:

M/s Batliboi & Purohit, Chartered Accountants will retire at the forthcoming Annual General

Meeting and have expressed their unwillingness to continue as Auditors of the Company if

appointed.

M/s. Kriplani Milani & Co. Chartered Accountants, is eligible for appointment and has

expressed their willingness to accept office, if appointed. They have furnished a certificate under

section 141 of the Companies Act, 2013 for their eligibility for appointment and have given

consent letter to act as a Auditor

- 18 -

They have further confirmed that the said appointment if made would be within the prescribed

limits under section 143(1) (g) of the Companies Act, 2013 and that they are not disqualified for

appointment.

Resolution seeking your approval on the item is included in the Notice convening the AGM.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has

appointed Ms. Dolly J Mehta, Practicing Company Secretaries to undertake the Secretarial Audit

of the Company for the Financial Year 2014-15. The Secretarial Audit Report (e-form MR-3) is

annexed herewith as Annexure-III.

30. AUDITORS REPORT:

The company was under liquidation for more than 10 years. Necessary steps have been initiated

to commence the production facilities. Hence the accounts have been prepared on going cocern

basis.

The status of the company was “DORMANT” as shown on the website of Ministry of Corporate

Affairs (MCA) as the company was under liquidation upto 03.08.2012. Hence the Company

could not able to file any forms with the Registrar of companies, Maharashtra, Mumbai. The

company has initiated necessary steps to change the status from dormant to Active. Accordingly

necessary forms will be filed in due course of time.

The company did not have any pending litigations and have no long-term contracts including

derivative contracts for which there were any material foreseeable losses.

The amount of Rs. 81,927/- is lying unpaid or unclaimed for a period of seven years. This amount

is under reconciliation and will be transferred to Investor Education and Protection Fund (IEPF)

pursuant to the provisions of section 125 of the Companies Act, 2013 read with relevant rule, if

any, applicable

The notes on financial statements referred to in the Auditors Report are self - explanatory and do

not call for any other comments.

31. KEY MANAGERIAL PERSONNEL:

During the year under review, no person falling within the definition of Key Managerial

Personnel (KMP) as defined under section 2(51) and 203 of the Companies Act, 2013 was

appointed on the Board of the Company or resigned from the Company.

32. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:

The Company has not paid any remuneration, sitting fees for attending Board/Committee

- 19 -

Meetings and commission to any of its Directors during the year under review. Therefore, the

median has not been calculated.

33. SUBSIDIARIES:

The Company has no subsidiaries

34. AMOUNT TRANSFER TO RESERVES:

During the year under review, the question of transferring any amount to reserves pursuant to

the provisions of section 134(3)(j) of the Companies Act, 2013 does not arise as the Company has

incurred a loss during the year.

35. ISSUE OF SHARES:

The Company has not issued any shares with differential rights, sweat Equity Shares, equity

shares under Employees Stock Option Scheme nor made any public issue, Right issue and hence

no information as per provisions of the companies Act, 2013 is required to be furnished.

The trading in shares of the Company has been commenced w.e.f. 13th January, 2015 and

accordingly BSE Limited has revoked the suspension in trading of shares of the company.

Your Directors at the meeting held on 6th February 2015 had forfeited 20,85,631 Equity shares for

non-payment of Allotment/ call money.

Further, your Directors at the meeting held on 18th March, 2015 allotted 2,03,28,631 equity shares

of Re. 1/- each at par on conversion of Debts into Equity Shares to promoters pursuant to the

resolution passed at the Court Convened Meeting by the Shareholders of the Company on 2nd

June 2012 and the Scheme of Arrangement duly sanctioned by the Hon‟ble High Court of

Bombay vide its order dated 3rd August, 2012 pursuant to the provisions of Section 100, 391 and

392 of the Companies Act, 1956 and in accordance with the provisions of the Companies Act,

1956/2013.

36. SEXUAL HARRASMENT

During the year under review, there were no cases filed or reported pursuant to the sexual

harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. LISTING WITH STOCK EXCHANGES:

The Company has complied with the requirements of the BSE Ltd / SEBI and any Statutory

Authority on all matters related to capital markets during the last three years. No penalties or

strictures have been imposed on the Company by these authorities.

Shares of the Company are listed with BSE Limited, Vadodara Stock Exchange Limited and

Ahmedabad Stock Exchange Limited.

- 20 -

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE

Limited. However no listing fees have been paid to the other stock exchanges namely Vadodara

Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

38. ACKNOWLDEGEMENTS:

Your Company and its Directors wish to sincerely thanks all the customers, financial

institutions, creditors etc for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered

by the employees of the Company and also sincerely thank the shareholders for the

confidence reposed by them in the Company and from the continued support and co-

operation extended by them.

For and on behalf of the Board of Directors

By Order of the Board of Directors


Sd/-

Dilip Shah

Chairman

Place: Navi Mumbai

Date: 01.09.2015

- 21 -

ANNEXURE I

CORPORATE GOVERNANCE REPORT

A report for the financial year ended 31st March, 2015 on the compliance by the Company with

the Corporate Governance requirements under Clause 49 of the Listing Agreement is furnished

below:

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance envisages the attainment of the highest

levels of transparency, accountability and equity, in all facets of its operations and in all its

interactions, Shareholders have right to have complete information about the Directors and

Management and their interest in the Company as well as governance practices followed by

them. Towards this end, the Company is making extensive disclosures from time to time.

2. BOARD OF DIRECTORS

Composition and Category

The Board of Company consists of Five (5) Directors which include Two (2) non independent

Directors and Three (3) Independent Directors. There is no nominee or Institutional Directors in

the Company

Names of Directors Executive/Non- Executive

/Independent

No. of outside

Directorship(s) Held

(Public)

Mr. Dilip Shah Non Executive- Non Independent Nil

Ms. Pooja Lodha Non Executive-Non Independent Nil

Mr. Saurabh Kothari Non Executive- Independent Nil

Mr. Ramesh Patel Non Executive- Independent Nil

Mr. Keyur Sanghvi Non Executive- Independent Nil

Board Meetings, attendance, position held in meetings

The Board met 6 (six) times on 30th May, 2014, 14th August, 2014, 14th November, 2014, 6th

February, 2015, 13th February and 18th March, 2015. The time gap between the two meetings was

not more than 120 days. All the information required to be furnished to the Board was made

available to them along with detailed Agenda Notes.

The following table gives the attendance of the Directors at Board Meetings of the Company

and also other Directorship in other Companies and Chairmanship / Membership in Board

Committees of public limited companies:

Names of Directors No of Board Meetings Attended

last AGM

No. of Other

Directorship

Companies

Committee Held Attended

- 22 -

held Position Held

Mr. Dilip Shah 6 6 Yes NIL NIL

Ms. Pooja Lodha 6 6 Yes NIL NIL

Mr. Saurabh Kothari 6 6 Yes NIL NIL

Mr. Ramesh Patel 6 6 Yes NIL NIL

Mr. Keyur Sanghvi 6 6 Yes NIL NIL

Brief resume of 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 Board Committees, shareholding and relationships

between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock

Exchanges is as follows:

Mr. Dilip Shah Mr. Saurabh

Kothari

Mr. Ramesh

Patel

Mr. Keyur

Sanghvi

Date of Birth 26/04/1957 11/11/1986 07/05/1956 10/07/1980

Date of Appointment 03/09/2012 18/01/2013 18/01/2013 18/01/2013

Qualification B. Com MBA –

Finance

S.S.C.

B.com

Expertise in specific

functional areas

Business,

Technical &

Management

Business

Management

Business &

Management

Finance

Management

Directorship in Indian

other Public Limited

Companies as on

31.3.2015

Nil Nil Nil Nil

Chairman / Member of

the committee of other

Companies*

Nil Nil Nil Nil

No of shares held in the

Company as on 31.3.2015

2,03,28,631 65,000 Nil 20,000

3. COMMITTEES OF THE BOARD

A. Audit Committee

Audit Committee comprises of 4 (Four) members out of them 3 (Three) are independent

Directors as required under clause 49 of the Listing Agreement.

Audit Committee met on 30th May, 2014, 14th August, 2014, 13th November, 2014 and 13th

February, 2015

The Audit Committee comprises of the following Directors:

Names of the Member Category

No. of Meetings

Attended

- 23 -

Mr. Saurab Kothari Chairman # (NE & I) 4

Mr. Keyur Sanghvi Member # (NE & I) 4

Mr. Ramesh Patel Member # (NE & I) 4

Mr. Dilip Shah Member @ (NE & NI 4

# Non-Executive & Independent, @ Non-Executive & Non Independent

Terms of Reference of the Audit Committee:

The terms of reference of Audit Committee are in accordance with requirements of Clause 49 of

the Listing Agreement with the BSE Ltd. The brief description of the terms of reference of the

Audit Committee is as under:

The scope and role of the Audit Committee is to review Internal Audit Reports, Statutory

Auditor‟s Report on financial statements, to generally interact with Internal Auditors to review

their finding, suggestions and other related matter and with Statutory Auditors, to review

Quarterly Financial Statements before submission to the Board for approval, discuss the financial

performance, transactions with related parties etc. At a special invitation, Statutory Auditors,

Internal Auditors, the Executive Directors attend the Audit Committee meetings to clarify points

raised by the committee. The Chairman of the Audit Committee, Mr. Saurab Kothari was present

at the last Annual General Meeting of the Company held on 30th September, 2014, to address the

shareholders‟ queries, pertaining to the Annual Accounts of the Company.

B. Stakeholders Relationship Committee

The Board has changed the nomenclature of Investors/ Shareholders Grievance Committee to

Stakeholders Relationship/Shareholders/Investors Grievance Committee as required under

Section 178 of the Companies Act, 2013. The Committee will consider and resolve the grievances

of security holders of the Company.

The main object of the Committee is the satisfactory redressal of investor‟s complaints and

providing quality services to the shareholders of the Company.

The Stakeholders Relationship Committee comprises of 4 (Four) Members, majority of whom are

Non Executive Directors as required by clause 49 of Listing Agreement.

During the year, in total 4 (Four) Stakeholders Relationship Committee Meetings were held those

are on 30th May, 2014, 14th August, 2014, 13th November, 2014 and 13th February, 2015. The

complaints received during the year are resolved from time to time. The composition of the

Stakeholders Relationship Committee as on 31st March, 2015 is as under:

Names of the Member Category No. of Meetings

Attended

Mr. Keyur Sanghvi Chairman # (NE & I) 4

Mr. Saurabh Kothari Member # (NE & I) 4

Mr. Ramesh Patel Member # (NE & I) 4

Mr. Dilip Shah Member @ (Exe) 4

- 24 -

# Non-Executive & Independent, @ Executive

The Committee monitors the Shareholders grievances, reviews existing investors redressal

system and suggests measures for improvement, discusses report of the Registrar and Transfer

Agent and Practicing Company Secretary‟s Certificate under Clause 47 (c) of the Listing

Agreement.

C. Nomination and Remuneration Committee

Remuneration Committee comprises of 3 (Three) Members, all of them are Non

Executive Directors.

During the year, two Nomination and Remuneration Committee Meetings were held and those

were on 14th August, 2014 and 18th March, 2015

The Composition of Nomination and Remuneration Committee as on 31st March, 2015

is as under:

Names of the Member Category No of meetings

attended

Mr. Keyur Sanghvi Chairman 2

Mr. Saurabh Kothari Member 2

Mr. Ramesh Patel Member 2

Brief description of Terms of Reference:

To determine and recommend to the Board, the Remuneration including Commission,

perquisites and allowances payable to the Whole Time Directors of the Company on

overall performance of the Company during the Financial year of the Company and in

conscience with the existing industrial practices of the Company.

During the year under review, the Company has not paid any remuneration and

sitting fees to any of the Directors of the Company in view of the losses incurred by the

Company.

D. Risk Management Committee

Risk Management is an ongoing process within the Organization. The objectives and scope of

the Risk Management Committee broadly comprises:

- Oversight of risk management performed by the executive management;

- Reviewing the Risk Management policy and framework in line with local legal

requirements and SEBI guidelines;

- Reviewing risks and evaluates treatment including initiating mitigation actions and

ownership as per a pre-defined cycle;

- Defining framework for identification, assessment, monitoring, mitigation and reporting

of risks.

Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, and

potential impact analysis and mitigation plan.

- 25 -

The Risk Management Committee consists of following Directors:

1. Mr. Dilip Shah – Chairman

2. Ms. Pooja Lodha - Member

3. Mr. Ramesh Patel - Member

E. Independent Directors Meeting

During the year under review, the Independent Directors met on 18th March, 2015 inter alia, to

discuss:

- Evaluation of performance of Non Independent Directors and the Board of Directors as a

whole;

- Evaluation of performance of the Chairman of the Company, taking into account the

views of the Executive and Non Executive Directors.

- Evaluation of quality, content and timelines of flow of information between the

Management and the Board that is necessary for the Board to effectively and reasonably

perform its duties.

All the Independent Directors were present at the Meeting.

F. General body meetings

The details of Annual General Meeting / Extra Ordinary General Meeting held in last three

years are as under:

Years AGM /

EOGM

Location Date Time No. of

Special

resolutions

passed in

the AGM /

EOGM

2013-14 AGM Plot No. R-402, T.T.C.

Industrial Area, MIDC, Thane

Belapur Road, Navi Mumbai-

40070

30/09/2014 11.00 A.M. 2

2012-13 AGM Plot No. R-402, T.T.C.



40070

30/09/2013

10.00 A.M. NIL

2011-12 AGM Plot No. R-402, T.T.C.



40070

15/02/2012 11.00 A.M. NIL

- 26 -

G. Resolution passed through postal ballot

The Company has not passed any resolution through Postal Ballot during the last three

years.

4. DISCLOSURES

During the year, there was no transactions material in nature with the Whole time Director

or Director, relatives that had potential conflict with the interest of the Company.

Other Disclosures:

(a) There are no materially significant transactions with related parties viz., Promoters,

Directors or the Management, their Subsidiaries or relatives etc., having potential conflict

with Company‟s interest at large. Details of related party transactions are disclosed in Notes

to annual accounts in this Annual Report.

(b) The Company has followed all relevant Accounting Standards and Indian GAAP as may be

amended from time to time while preparing the financial statements.

(c) During the year under review, exercise on Risk Management was carried out and reviewed

periodically covering the entire spectrum of business operations by the Risk Committees

formed by the Company. The Board has been informed about the risk assessment and

minimization procedures through means of a properly defined frame-work as stipulated

under Clause 49 of the Listing Agreement. Business risk assessment, evaluation and its

management is an ongoing process within the Company.

(d) There was no pecuniary relationship or transactions of Non-executive Directors vis-à-vis the

Company during the year under review. The Company has no stock option policy as part of

remuneration package applicable for Whole-time Directors or its employees.

5. RECONCILIATION OF SHARE CAPITAL AUDIT:

A qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total

admitted Capital with NSDL and CDSL and total issued and listed capital of the Company as

per books. The Secretarial Audit report confirms that the total issued / paid up capital is in

accordance with the total number of shares in physical form and the total number of

dematerialized shares held with NSDL and CDSL.

6. CODE OF CONDUCT

The Board has adopted the Code of Conduct and Ethics („the Code‟). The Code is a

comprehensive guide applicable to all the Directors and Members of Senior Management

and employees of the Company. The Code is posted on the Company‟s website www.

www.solicarbide.in and has been communicated to all the Directors and Senior Management

- 27 -

Executives and the compliance of the same is affirmed by them every year. A Declaration

signed by the Directors affirming the compliance is annexed separately to this Annual

Report

7. CEO / CFO CERTIFICATION:

Mr. Dilip Shah, Chairman and Director of the Company has issued necessary Certificate

pursuant to clause 49 of the Listing Agreement and same is annexed and forms part of the

Annual Report.

8. MEANS OF COMMUNICATION

The quarterly, half yearly and annual results are published in Free Press Journal (English

daily newspaper) and in Navshakti (Marathi daily newspaper) in the Mumbai edition as per

the requirement of clause 41 of the Listing Agreement.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis forms part of the Annual Report.

10. CODE FOR INSIDER TRADING

The Company has adopted and implemented a Code of Conduct as per SEBI (Prohibition of

Insider Trading Regulations, 2015). The code lays down the guidelines, which include

procedures to be followed and disclosures to be made by the insiders while dealing with the

shares of the Company.

11. GENERAL SHAREHOLDING INFORMATION

i. Annual General Meeting:

Date and Time: 30th September, 2015 at 11.00 a.m.

Venue: Plot No. R-402, T.T.C. Industrial Area, MIDC, Thane Belapur Road, Navi

Mumbai-400701

ii. Financial Calendar 2015-16:

The Company follows April-March as the Financial Year. The results of every quarter are

declared (tentatively) in the month following the quarter:

Quarter Ended Expected Date

30th June, 2015 14th August, 2015

30th September, 2015 14th November, 2015

31st December, 2015 14th February, 2016

31st March, 2016 30th May, 2016

AGM for year ended 31st March 2016: By 30th September, 2016

- 28 -

iii. Date of Book Closure: 28-09-2015 to 30-09-2015 (Both days inclusive)

iv. Dividend payment date: Dividend is not declared

v. Listing on Stock Exchange: BSE Ltd, Vadodara Stock Exchange Ltd and Ahmedabad

Stock Exchange Ltd

The Company has paid listing fees for the year 2015-16 to the stock Exchange(s) to BSE

Limited

vi. Scrip Code: 500394

vii. DEMAT ISIN: INE161C01026

viii. CIN: L99999MH1990PLC057785

ix. Market Price data:

Stock Market Price data monthly high and low at the BSE Limited for the financial year

ended 31st March, 2015:

Month High (Rs.) Low (Rs.)

Apr-14 - -

May-14 - -

Jun-14 - -

Jul-14 - -

Aug-14 - -

Sep-14 - -

Oct-14 - -

Nov-14 - -

Dec-14 - -

Jan-15 8.94 6.09

Feb-15 12.53 8.88

Mar-15 9.85 8.93

BSE Limited vide its notice dated 6th January, 2015 has revoked the suspension in trading of

shares of our company. Hence there were no trading data available for the Month commencing

from April, 2014 to December, 2014.

- 29 -

x. Performance in comparison to broad base indices

xi. Registrar and Transfer Agent : Link Intime India Private Limited


L B S Marg, Bhandup (West),

Mumbai - 400 078

Tel. (022) 25963838

Email: [email protected]

xii. Share Transfer System:

Presently, the Share Transfers which are received in physical form are processed and the

share certificates are return duly transferred within a period of 15 days from the date of

receipt, subject to the documents being valid and complete in all respect.

xiii. Shareholding pattern on the basis of categories of shareholders as on 31st March, 2015 is

as under:

Category of Shareholders No of shares held %

Promoters and Persons Acting in Concert 20328631 75

Banks, Financial institutions, Mutual Funds,

Insurance companies

465800 1.72

Private Corporate Bodies 585880 2.16

Indian Public 5488388 20.25

Clearing Member / NRIs 236301 0.87

TOTAL 27105000 100.00

xiv. Distribution of Shareholding as on 31st March, 2015 pursuant to clause 35 of the Listing

Agreement is as under:

Shareholders

Range

Number of

shareholders

% of total

Shareholders

No. of

Shares

% of total

Shares

UPTO TO 500 11527 92.25 1611533 5.95

501 TO 1000 490 3.92 412500 1.52

- 5,000.00

10,000.00 15,000.00 20,000.00 25,000.00 30,000.00 35,000.00

-

20.00

40.00

60.00

80.00

100.00A

pr

14

Ma

y 1

4

Ju

n 1

4

Ju

l 14

Au

g 1

4

Sep

14

Oct

14

No

v 1

4

De

c 1

4

Ja

n 1

5

Feb

15

Ma

r 1

5

P

rice

Company - Sensex Movement

Company's Share's Closing Prices

- 30 -

1001 TO 2000 231 1.85 365520 1.35

2001 TO 3000 65 0.52 164500 0.61

3001 TO 4000 46 0.37 165821 0.61

4001 TO 5000 27 0.22 125275 0.46

5001 TO 10000 33 0.27 244285 0.90

10001 TO ABOVE 77 0.62 24015566 88.60

TOTAL 12496 100.00 27105000 100.00

xv. Dematerialization of Shares and Liquidity:

The Company has established required connectivity with Central Depository Services

Limited and National Securities Depository Limited and the same are available in

electronic segment under ISIN - INE161C01026

xvi. Liquidity of Shares:

During the year, the shares of the Company were infrequently traded.

xvii. Address for Correspondence:

Name SOLID CARBIDE TOOLS LIMITED

Address Plot No.R-402, T.T.C. Industrial area,

MIDC, Thane, Belapur Road,

Navi Mumbai- 400701

Contact nos. (022) 27697041

Email id [email protected]

Website www.solidcarbide.in

xviii. Any Query on Annual Report:

Name Mr. Dilip Shah

Contact nos. (022) 27697041

Email id [email protected]

Place: Navi Mumbai

Date: 01.09.2015



Sd/-

Dilip Shah

Chairman


http://www.solidcarbide.in/


- 31 -

DECLARATION ON CODE OF CONDUCT

As required by Clause 49 (ID) of the Listing Agreement, it is hereby affirmed that all the Board

members and Senior Management Personnel have complied with the Code of Conduct of the

Company as adopted by the Company for the year ended 31st March, 2015

Place: Navi Mumbai

Date: 01.09.2015



Sd/-

Dilip Shah

Chairman

- 32 -

CEO/CFO Certificate under Clause 49 of the Listing Agreement

To,

The Board of Directors

Solid Carbide Tools Limited

Mumbai

I, Mr. Dilip Shah, Chairman and Director of the Company of the Company do hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the year

and that to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any

material fact or contain statement that might be misleading;

ii. These statements together present a true and fair view of the company‟s affairs and

are in compliance with existing accounting standards, applicable laws and

regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the

company during the year which are fraudulent, illegal or violative of the Company‟s

code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls and that

we have evaluated the effectiveness of the internal control systems of the Company and

we have disclosed to the auditors and the Audit Committee, deficiencies in the design

or operation of internal controls, if any of which we are aware and the steps we have

taken or propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee

i. Significant changes in internal control during the year;

ii. Significant changes in accounting policies during the year and that the same have

been disclosed in the notes to the financial statements; and

iii. There have been no instances of significant fraud of which they have become aware

and the involvement therein, if any, of the management or an employee having a

significant role in the Company‟s internal control system over financial reporting.

Place: Navi Mumbai

Date: 01.09.2015



Sd/-

Dilip Shah

Chairman

- 33 -

CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members of


Navi Mumbai.

I have examined the compliance of conditions of Corporate Governance by Solid Carbide Tools

Limited („the Company‟) for the year ended March 31, 2015, as stipulated in Clause 49 of the

Listing Agreement of the said Company with the Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management.

My examination was limited to procedures and implementation thereof, adopted by the

Company for ensuring the compliance of the conditions of Corporate Governance. It is neither

an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me, I

certify that the Company has complied with the Conditions of the Corporate Governance as

stipulated in the Listing.

I 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.

Place: Navi Mumbai Dolly J Mehta

Date: 01.09.2015 Company Secretary

ACS No. 38116

- 34 -

ANNEXURE II

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 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:

CIN : L99999MH1990PLC057785

Registration Date : 21/08/1990

Name of the Company : SOLID CARBIDE TOOLS LIMITED

Category / Sub-Category of

the Company

: Company Limited by shares

Address of the Registered

office and contact details

: Plot No. R-402, T.T.C. Industrial Area, MIDC, Thane

Belapur Road, Navi Mumbai-400701

Whether listed Company : Yes / No

Name, Address and Contact

details of Registrar and

Transfer Agent, if any:

: Link Intime India Private Limited


L.B.S. Marg, Bhandup (West), Mumbai – 400078

Tel. (022) 2596 3838

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 - - -

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.

No.

Name and

address of the

Company

CIN / GLN Holding /

subsidiary /

associate

% of

shares

held

Applicable

section

NIL

I SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total

Equity):

i. Category-wise Share Holding:

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of

the year

%

Chan

ge

durin

- 35 -

g

the

year

Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

A. Promoters

(1) Indian

a)Individual/HUF - - - - 20328631 - 20328631 75.00 75.00

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total(A)(1): - - - - - - - - -

(2) Foreign

a) NRIs -

Individuals

- - - - - - - - -

b) Other –

Individuals

- - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any other - - - - - - - - -

Sub-total (A)(2): - - - - - - - - -

Total shareholding

of Promoter (A) =

(A)(1)+(A)(2)

- - - - - - - - -

B. Public

Shareholding

(1) Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / FI 17100 448700 465800 5.26 17100 448700 465800 1.72 (3.54)

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): 17100 448700 465800 5.26 17100 448700 465800 1.72 (3.54)

- 36 -

(2)Non Institutions

a) Bodies Corp.

i) Indian 111599 534100 645699 7.29 124820 460500 585320 2.16 (5.13)

ii) Overseas - - - - - - - - -

b) Individuals

i)Individual

shareholders

holding nominal

share capital upto

Rs. 1 lakh

1012001 5902845 6914846 78.03 1155711 3956964 5112675 18.86 (59.17)

ii)Individual

shareholders

holding nominal

share capital in

excess of Rs 1 lakh

- 598555 598555 6.75 - 374355 374355 1.38 (5.37)

c) Others (specify)

Clearing Members 5900 - 5900 0.07 8019 - 8019 0.03 (0.04)

NRI (Repat) 100 230000 231100 2.60 100 230000 231100 0.84 (1.76)

NRI (Non-Repat) 100 - 100 0.00 100 - 100 0.01 -

Sub-total(B)(2): 1129700 7266500 8396200 94.75 1288750 5021819 6310569 23.28 -

Total Public

Shareholding

(B)=(B)(1)+(B)(2)

1146800 7714200 8862000 100.00 1305850 5470519 6776369 25.00 (75.00)

C. Shares held by

Custodian for

GDRs & ADRs

- - - - - - - - -

Sub-total(C): - - - - - - - - -

Grand Total

(A+B+C)

1146800 7714200 8862000 100 21634481 18919481 27105000 100 -

ii. SHAREHOLDING OF PROMOTERS:

Sl.

No.

Shareholder’s

Name

Shareholding at the beginning of

the year

Share holding 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 share

holding

during

the year

1. Mr. Dilip Shah 0 0.00 0.00 20328631 75.00 0.00 75.00

Total

0 0.00 0.00 20328631 75.00 0.00 75.00

- 37 -

iii. CHANGE IN PROMOTERS’ SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO

CHANGE):

Shareholder’s

Name

Shareholding at the

beginning of the year

Cumulative

Shareholding during the

year

No. of

shares at

the

beginning

(01-04-14 /

end of year

31-03-14)

% of total

shares of

the

company

Date Increase/

Decrease

in

sharehold

ing

No. of

shares

% of

total

shares of

the

company

Dilip Shah 0 0.00 18/03/2015 20328631 20328631 75.00

Total 0 0.00 20328631 20328631 75.00

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN

DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

Sl.

No.

For Each of the

Top 10

Shareholders

Shareholding at

the beginning of

the year

Cumulative

Shareholding

during the year

Shares % of total

Shares of

the

company

Date Increase /

Decrease

in share-

holding

Reason

No of

shares

% of total

shares of

the

company

1 Sanjay Valia 224200 2.53 0 0.00

2 Atul Doshi 150000 1.69 - - - 150000 0.55

3 Bhimji Patel 120000 1.35 - - - 120000 0.44

4 Satish Kadakia 119405 1.35 - - - 119405 0.44

5 Rajesh Agarwal 104950 1.18 - - - 104950 0.39

6 Pranav Shah 100000 1.13 - - - 100000 0.37

7 Chetan A Joshi 100000 1.13 - - - 100000 0.37

8 Paras Shah 99000 1.12 - - - 99000 0.37

9 Prakash Lodha 92000 1.04 - - - 92000 0.32

10 Himanshu Jain 89000 1.00 - - - 89000 0.33

11 Sheela Shah 163300 1.84 - - - 84350 0.31

- 38 -

v. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl.

No.

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 Dilip Shah 0 0.00 20328631 75.00

2 Saurabh KOTHARI 65000 0.73 65000 0.24

3 Keyur Sanghvi 20000 0.23 20000 0.07

II 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 NIL 39372101 NIL 39372101

ii) Interest due but not paid NIL NIL NIL

iii) Interest accrued but not

due

NIL NIL NIL

Total (i+ii+iii) NIL 39372101 NIL 39372101

Change in Indebtedness

during the financial year

NIL

Addition NIL 3969000 NIL 3969000

Reduction NIL 20786331 NIL 20786331

Net Change NIL 16817331 NIL 16817331

Indebtedness at the end of the

financial year

i) Principal Amount NIL NIL NIL NIL

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) NIL 22554770 NIL 22554770

III REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sl.

No.

Particulars of

Remuneration

Name of MD/ WTD/ Manager Total Amount

- 39 -

1 Gross salary

(a) Salary as per provisions

contained in section 17(1) of

the Income-tax Act,1961

NIL NIL

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

NIL NIL

(c) Profits in lieu of salary

under section 17(3) Income-

tax Act, 1961

NIL NIL

2 Stock Option NIL NIL

3 Sweat Equity NIL NIL

4 Commission

- as % of profit NIL NIL

- others, specify NIL NIL

5 Others, please specify NIL NIL

Total (A) NIL NIL

Ceiling as per the Act

B. REMUNERATION TO OTHER DIRECTORS:

Sl.

No.

Particulars of Remuneration Name of Directors Total

Amount

Mr. Saurabh

Kothari

Mr. Ramesh

Patel

Mr. Keyur

Sanghvi

1. Independent Directors

Fee for attending board /

committee meetings

NIL NIL NIL NIL

Commission NIL NIL NIL NIL

Others, please specify NIL NIL NIL NIL

Total (1) NIL NIL NIL NIL

2. Other Non-Executive Mr. Dilip Shah Ms. Pooja Lodha

Directors

Fee for attending board /

committee meetings

NIL NIL NIL

Commission NIL NIL NIL

Others, please specify NIL NIL NIL

Total (2) NIL NIL NIL

Total (B)=(1+2) NIL NIL NIL

Total Managerial

Remuneration

NIL NIL NIL

Overall Ceiling as per the Act

- 40 -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/

WTD

SN Particulars of Remuneration Key Managerial Personnel

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

Nil

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

Act, 1961

Nil

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

Nil

2 Stock Option Nil

3 Sweat Equity Nil

4 Commission Nil

- as % of profit Nil

others, specify… Nil

5 Others, please specify Nil

Total (C) Nil

IV PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of

the

Companies

Act

Brief

Description

Details of Penalty /

Punishment/

Compounding fees

imposed

Authority

[RD /NCLT/

COURT]

Appeal

made, if

any

(give

Details)

A. COMPANY

Penalty

NIL Punishment

Compounding

B. DIRECTORS

Penalty

NIL Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL

Punishment

Compounding

- 41 -

ANNEXURE III

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

To,

The Members of


Mumbai

Dear Sir,

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and

the adherence to good corporate practices by Solid Carbide Tools Limited (hereinafter called

“the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable

basis for evaluating the corporate conducts/statutory compliances and expressing my opinion

thereon.

Based on my verification of the Company‟s books, papers, minute books, forms and returns filed

and other records maintained by the Company and also the information provided by the

Company, its officers, agents and authorized representatives during the conduct of Secretarial

Audit. I hereby report that in our opinion, the Company has during the audit period covering

the financial year ended on 31st March, 2015 has generally complied with the statutory

provisions listed hereunder

1. I have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2015 according to the

provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder

(ii) The Securities Contracts (Regulation) Act, 1956 („SCRA‟) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 („SEBI Act‟):-

a. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

c. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

- 42 -

2. Though the following laws, are prescribed in the format of Secretarial Audit Report by the

Government, the same were not applicable to the Company under the financial year under

report:

a. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009; and

b. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;

c. The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999;

d. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

f. The Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment

and External Commercial Borrowings.

3. I have also examined compliance with the applicable clauses of the Equity Listing Agreement

entered into by the Company with Stock Exchange i.e. BSE Limited. The Company has

generally complied with the applicable clauses of the Listing Agreement subject to certain

non - compliance. Also, the Company did not comply with the other stock exchanges namely

Vadodara Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

4. For the period covering financial year ended on 31st March, 2015 Secretarial Standards issued

by the Institute of Company Secretaries of India, were not applicable to the Company, as the

same were not approved by the Central Government under section 118(10) of the Act.

During the year under review the Company has complied with the provisions of the Act, Rules,

Regulations and guidelines, standards etc. mentioned above subject to the following

observations.

a) The Company has failed to file any forms / returns with Registrar of Companies,

Maharashtra during the year under audit, due to the status being “DORMANT” as

shown on the website of Ministry of Corporate Affairs (MCA) as the company was under

liquidation upto 03.08.2012.

b) The Company has not appointed Whole-Time Director, Chief Executive Officer, Chief

Financial Officer and Company Secretary as required under section 203(1) of the

Companies Act, 2013.

- 43 -

c) In the absence of the written representations received from the directors as on 31st March,

2015, we are unable to report whether any of the director is prima facie disqualified as on

31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

d) There has been a delay in transferring amount of Rs 81,927 which is required to be

transferred to the Investor Education and Protection Fund by the Company

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Non-

Executive Directors and Independent Directors. The changes in the composition of the Board of

Directors that took place during the period under review were carried out in compliance with

the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting and for

meaningful participation at the meeting.

Majority decision of the Board of Directors is carried through and are captured and recorded as

part of the minutes. There were no dissenting views.

I further report that the management is responsible for compliances of all other laws and there is a

scope to improve the systems and processes in the company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

I further report that during the audit period the Company has undertaken the following events

/ actions having a major bearing on the Company‟s affairs in pursuance of the above referred

laws, rules, regulations, guidelines, standards, etc. referred to above viz.

(i) BSE Limited has revoked the suspension in trading of shares of the company vide its

Notice Number 20150106-25 dated 6th January, 2015 and accordingly the trading in shares

of the Company has been commenced w.e.f. 13th January, 2015

(ii) The Board of Directors at their meeting held on 6th February 2015 had forfeited 20,85,631

Equity shares of Re. 1/- each for non-payment of Allotment/call money.

(iii) Pursuant to the Sanction of the Scheme of Arrangement between the company and its

shareholders and creditors under section 100, 391 and 392 of the Companies Act, 1956, by

the Hon‟ble High Court of Bombay vide its order dated 3rd August, 2012, the Board of

Directors at their meeting held on 18th March, 2015 had allotted 2,03,28,631 equity shares

of Re.1/- each at par to Mr. Dilip Shah, the promoter of the Company on conversion of

Debts into Equity Shares.

Dolly J Mehta

- 44 -

Practising Company Secretary

ACS No. : 38116

COP NO. : 14960

Date: 01.09.2015

Place: Navi Mumbai

Note: - This report is to be read with my letter of even date which is annexed as ANNEXURE A

and forms as integral part of this Report.

- 45 -

Annexure A to Secretarial Audit Report To,

The Members of


Mumbai

My Secretarial Audit Report of even date is to be read along with this letter.

1. The compliance of provisions of all laws, rules, regulations and standards applicable to

Solid Carbide Tools Limited (“the Company”) is the responsibility of the management

of the Company. My examination was limited to the verification of records and

procedures on test check basis for the purpose of issue of the Secretarial Audit Report.

2. Maintenance of secretarial and other records of applicable laws is the responsibility of the

management of the Company. My responsibility is to issue Secretarial Audit Report,

based on the audit of the relevant records maintained and furnished to us by the

Company, along with explanations where so required

3. I have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the secretarial and other

legal records, legal compliance mechanism and corporate conduct. The verification was

done on test check basis to ensure that correct facts as reflected in secretarial and other

records produce to us. I believe that the process and practices we followed, provides a

reasonable basis for my opinion for the purpose of issue of the Secretarial Audit Report.

4. I have not verified the correctness and appropriateness of financial records and Books of

Accounts of the Company.

5. Whenever required, I have obtained the management representation about the

compliance of laws, rules and regulations and major events during the audit period.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the

Company nor of the efficacy or effectiveness with which the management has conducted

the affairs of the Company.

Dolly J Mehta

Practising Company Secretary

ACS No. : 38116

COP No. : 14960

Date: 01.09.2015

Place: Navi Mumbai

- 46 -

INDEPENDENT AUDITOR’S REPORT

To the Members of Solid Carbide Tools Ltd

Report on the Financial Statements

We have audited the accompanying financial statements of Solid Carbide Tools Ltd („the

Company‟) which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and

Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting

policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company‟s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial Statements that

give a true and fair view of the financial position, financial performance and cash flows of the

Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the Company

and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent;

and design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

to the preparation and presentation of the financial statements that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor‟s judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial

control relevant to the Company‟s preparation of the financial statements that give a true and fair

view in order to design audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on whether the Company has in place an adequate internal

financial controls system over financial reporting and the effectiveness of such controls. An audit

also includes evaluating the appropriateness of the accounting policies used and the reasonableness

of the accounting estimates made by the Company‟s Directors, as well as evaluating the overall

presentation of the financial statements.

- 47 -

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the financial statements.

Basis for qualified opinion:

As explained in note no. 18 the accounts have been prepared on the going concern basis. The

company’s business operations have been discontinued and the losses have exceeded the 50% of the

net worth.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except

for the effects of the matter described in the basis for qualified opinion paragraph above, the aforesaid financial

statements gives the information required by the Act in the manner so required and gives a true and

fair view in conformity with the accounting principles generally accepted in India, of the state of

affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on

that date.

Report on Other Legal and Regulatory Requirements

1 As required by Companies (Auditors Report) Order 2015 issued by Central Government of

India in terms of sub section 11 of section 143 of the Act, we give in the Annexure a statement

on the matters specified in paragraphs 3 and 4 of the order

2 As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so

far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with

by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014.

(e) In the absence of the written representations received from the directors as on 31st March,

2015, we are unable to report whether any of the director is prima facie disqualified as on 31st

March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor‟s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of

our information and according to the explanations given to us:

i. The Company has not evaluated the impact of pending litigations on its financial position in its financial

statements.

ii The Company did not have any long-term contracts including derivative contracts for

- 48 -

which there were any material foreseeable losses;

iii. There has been a delay in transferring amount of Rs 81,927 which is required to be

transferred to the Investor Education and Protection Fund by the Company

For BATLIBOI & PUROHIT

Chartered Accountants

ICAI Firm Regn. No.101048W

Paresh Chokshi

Partner

Membership No. 033597

Place : Mumbai

Date :1 September , 2015

- 49 -

Annexure to the Independent Auditor’s Report

(Referred to in paragraph 1 under „Report on other legal and Regulatory requirements‟ section of

our report of even date)

(i) a. The Company has not maintained proper records showing full particulars, including

quantitative details and situation of fixed assets;

b. As informed fixed assets have not been physically verified by the management

during the year, and hence we are unable to comment on the discrepancies, if any.

(ii) a. Due to suspension of business at the factory, the management could not conduct

physical verification of inventory during the year.

b. The management has not conducted physical verification of inventory, hence we are

unable to comment on the procedure of physical verification of inventory.

c. Due to suspension of business at the factory, the management could not conduct

physical verification of inventory during the year. Hence, we are unable to comment

on the maintenance of proper records and discrepancies between physical and book

records.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms

or other parties covered in the register maintained under section 189 of the

Companies Act. Accordingly, the provisions of clause 3(iii)(a) and (b) of the Order are not

applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is

an adequate internal control system commensurate with the size of the Company and

the nature of its business, for the purchase of inventory and fixed assets and for the

sale of goods and services. During the course of our audit, we observed that during

the year there are no purchase of raw material, stores, purchase of plant &

machinery, equipment & other assets and sale of goods.

(v) The Company has not accepted any deposits during the year within the meaning of

the provisions of sections 73 to 76 or any other relevant provisions of the Companies

Act and the rules framed there under.

(vi) To the best of our knowledge and as explained, the Central Government has not

specified the maintenance of cost records under clause 148(1) of the Companies Act,

2013, for the products/services of the Company.

(vii) a. According to records of the company and as per the information and explanation

given to us, as the Company‟s manufacturing activity has remained suspended

during the year, the company during the year has not incurred any liability towards

statutory dues including Investors Education & Protection Fund, Provident Fund,

Employee‟ State Insurance dues, Wealth Tax, Service Tax, Custom duty, Excise

duty, Sales tax, Cess.

b. In the absence of information and explanation it was not possible for us to verify,

whether there are any dues outstanding of income tax or sales tax or wealth tax or

service tax or duty of customs or duty of excise or value added tax or cess on

account of any dispute.

- 50 -

c. According to the information and explanations given to us, the amounts pending to

be transferred to investor education and protection fund in accordance with the

relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there

under is Rs 81,927.

(viii) The accumulated losses of the company at the end of the financial year are more than

fifty percent of its net worth. The company has incurred cash loss during the

financial year covered by our audit. The company has also incurred cash loss in the

immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management,

we are of the opinion that company does not have any outstanding dues to banks and financial

institutions. The company does not have any borrowings by way of debentures.

(x) The Company has not given any guarantee for loans taken by others from bank or

financial institutions.

(xi) The Company has not taken any Term Loans.

(xii) Based on the audit procedures performed and as per the information and explanation

given by the management we report that no material fraud on or by the Company has

been noticed or reported during the year.

For BATLIBOI & PUROHIT


ICAI Firm Regn. No.101048W

Paresh Chokshi

Partner


Place: Mumbai

Date : 1 September , 2015

- 51 -

`

Note No. As at

31.03.15

As at 31.03.14

EQUITY AND LIABILITIES

Shareholder's funds

Share capital 2 29,190,631 8,862,000

Allotment Money in Arrears 3 - (23,272,010)

Reserves and surplus 4 (6,645,760) 23,352,325

22,544,871 8,942,315

Non-current liabilities -

Current liabilities

Short-term borrowings 5 22,554,770 39,372,101

Trade payables 6 27,500 12,500

Other current liabilities 7 159,588 104,588

Short-term provisions - -

22,741,858 39,489,189

45,286,729 48,431,504

ASSETS

Non-current assets

Fixed assets

Tangible assets 8 45,260,481 46,959,439

Long-term loans and advances 9 - 88,810

Other non-current assets -

45,260,481 47,048,249

Current assets

Inventories 10 - 1,295,299

Trade receivables - -

Cash and cash equivalents 11 25,827 87,535

Short Term Loans and Advances 12 421 421

26,248 1,383,255

45,286,729 48,431,504

SIGNIFICANT ACCOUNTING POLICIES 1

As per our report of even date

For Batliboi & Puroihit For and on behalf of the Board of


FRN 101048W

CA PARESH CHOKSI Ramesh Patel Dilip Shah Pooja Lodha

Partner (Director) (Director) (Director)

Membership No. 33597 DIN No.03520736 DIN No.02659382 DIN No.00532680

01.09.2015

Mumbai

Particulars



Balance Sheet as at 31st March, 2015

TOTAL

TOTAL

- 52 -

`

Refer Note No. Year Ended

31.03.15

Year Ended

31.03.14

I. Revenue from operations - - -

II. Other income - - -

III. Total Revenue (I + II)

IV. Expenditure:

Cost of materials consumed 13 1,295,299 -

Changes in inventories -

Employee benefits expense 14 276,800 134,000

Finance costs - -

Depreciation and amortization expense 8 - 1,523,006

Other expenses 15 3,660,777 776,169

Total expenses 5,232,876 2,433,175

V. Profit/(Loss) before exceptional items and tax (III-IV) (5,232,876) (2,433,175)

(5,232,876) (2,433,175)

VI Prior Period Items - Gain on Capital Reduction Reversed (10428155) 0

VII. Profit/(Loss) before tax (V + VI) (15,661,031) (2,433,175)

VIII. Tax expense:

(1) Current tax - -

(2) Deferred tax - -

IX Profit/(Loss) for the period (VII - VIII) (15,661,031) (2,433,175)

X Earnings per equity share:

(1) Basic & Diluted (1.69) (0.27)

SIGNIFICANT ACCOUNTING POLICIES 1

As per our report of even date For and on behalf of the Board of

For Batliboi & Purohit SOLID CARBIDE TOOLS LIMITED


FRN 101048W

CA PARESH CHOKSI Keyur R SanghviRamesh Patel Dilip Shah Pooja Lodha



Mumbai01.09.2015

Particulars


Statement of Profit and Loss for the year ended 31st March, 2015

- 53 -

1. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation of Financial statement.

(i) Basis of Accounting

(ii) Uses of Estimates

(b) Fixed Assets

(c) Depreciation

(d) Inventories

(e) Revenue Recognition

(f) Earning Per Shares

(g) Provision

(h) Taxation

(i) Employee benefit

(j) Issue of shares against debts

(k) Cash and Cash equivalents


Notes to the financial statements for the year ended 31 March 2015

The Financial Statements have been prepared in accordance with the Generally Accepted Accounting Principles in India ('Indian

GAAP") to comply with the Accounting standards specified under Section 133 of the Companies Act,2013, read with Rule 7 of the

Comapnies (Accounts) Rules, 2014 and relevant provisions of the Companies Act,2013 and other accounting pronouncements of the

Institute of Chartered Accountants of India. The financial statements have been prepared under historical cost convention and on

accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the

previous year.

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date

of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon

management's best knowledge of current events and actions, actual results could differ from these estimates.

Fixed asstes are stated at cost less accumalated depreciation

No provision is made in respect of payment of gratuity & other retirement benefits payable to employees, Nor is the liability in respect

of the same is ascertained

Cash and cash equivalents for the purpose of cash flow statement comprise cash in hand, cash at bank, demand deposits with

banks and other short-term highly liquid investments / deposits with an original maturity of three months or less.

Depreciation has been provided for on the "Straight Line Basis" at the rates prescribed in Schedule II of the Companies Act, 2013.

Inventories are valued at cost or net realisable value, whichever is lower.

Sales comprise of sale of goods and services, and are recognised net of trade discounts and include excise duty / service tax.

Pursuant to the order dated August 12,2012 passed by honourable high court of bombay in the matter of scheme of arrangement

between Solid Carbide Tools Ltd.and its shareholders and creditors,the board of directors at their meeting held on March 18,2015

have allotted 2,03,86,631 Equity Shares of Rs 1/-each to Mr.Dilip Shah,the promoter of the company against conversion of debts

into equity shares

Basic earning per share are calculated by dividing the net profit or loss for the period attributable to equity share holders by the

weighted average number of equity shares outstanding during the period.

A Provision is recognised when there is present obligation as a result of a past event, that probably requires an outflow of resources

and a reliable estimate can be made to settle the amount of obligation. Provision is not discounted to its present value and is

determined based on the last estimate required to settle the obligation at the year end. These are reveiwed at each year end and

adjusted to reflect the best current estimate.

Income Taxes are accounted for in accordance with Accounting Standard 22 "Accounting for Taxes on Income" notified under the

Companies (Accounting Standard) Rules2006.Income Tax comprises both current and deferred tax. Current tax in measured on the

basis of estimated income and tax credits computed in accordance with the provisions of the Income Tax Act,1961. Deferred Tax is

recognised on timing differences between taxable income and accounting income that originate in one period and are capable of

reversal in one or more subsequent periods.

- 54 -


Notes on Financial Statements for the year ended 31st March 2015

`

As at As at

31.03.15 31.03.14

Note 2 : Share capital

Authorised

20,00,00,000 EQUITY SHARES OF Re.1 EACH 200,000,000 200,000,000

Issued and Subscribed

29190631( P.Y.88,62,000) EQUITY SHARES OF Re. 1 EACH. 29,190,631 8,862,000

29,190,631 8,862,000

Paid up Share Capital

27105000 ( P.Y. 8862000) EQUITY SHARES OF RS. 1 EACH. 27,105,000 8,862,000

ADD SHARES FORFEITED

20,85,631 ( P.Y.NIL) EQUITY SHARES OF RE 1 2,085,631 -

29,190,631 8,862,000

THE DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES NIL NIL

Dilip S Shah 20328631 -

The reconciliation of the number of shares outstanding

is set out below :

Particulars

Equity Shares at the beginning of the year 8,862,000 8,862,000

Add : Shares issued 20,328,631 -

Less : Shares Forfeited 2,085,631 -

Equity Shares at the end of the year 27,105,000 8,862,000

Note 3: Allotment Money in Arrears

Opening Balance (23,272,010) (23,402,010)

Less : Calls in Arrears received 205,759 130,000

Less: Calls in arrears forefeited 23,066,251

- (23,272,010)



As at As at

31.03.15 31.03.14

Note 4 : Reserves and surplus

General Reserve

Opening balance - 6,365,000

-

Less: Transferred to Profit and Loss account - (6,365,000)

Closing balance -

Share Premium Account

Opening balance 55,258,485 55,258,485

Less: Utilised towards share forefeiture (12,638,096) -

Closing balance 42,620,389 55,258,485

Profit and Loss Account

As per last Balance Sheet (31,906,160) (115,595,985)

Add/(Less) : Profit/(Loss) for the year (15,661,032) (2,433,175)

(47,567,192) (118,029,160)

Less: Fixed Asset Written off 1,698,957 -

Add: Transfer from Capital reduction A/c - 79,758,000

Add: Transfer from Share Premium A/c - -

Add: Transfer from General Reserve A/c - 6,365,000

Balance in Profit and Loss account (49,266,149) (31,906,160)

TOTAL (6,645,760) 23,352,325

Number of Shares

(31.03.2014)

Number of Shares

(31.03.2015)

- 55 -



`

As at As at

31.03.15 31.03.14

Note 5 : Short-term borrowings

Unsecured

From Bodies Corporate 2,800,000 -

From Directors 18,745,131 38,383,462

From Others 1,009,639 988,639

22,554,770 39,372,101

Note 6: Trade Payables

Micro, Small and Medium Enterprises

Others 27,500 12,500

27,500 -

Note 7 : Other current liabilities

Share Application Money Payable 7,661 7,661

Audit Fees Payable 70,000 -

Security Charges Payable - 15,000

Unclaimed Dividend 81,927 81,927

159,588 104,588

Note 9 : Long-term loans and advances

SBI ( Share Application Money Refund Account) - 7,661

BOB (Unclaimed Dividend Account ) - 81,149

- 88,810

Note 10 : Inventories

Consumable Stores - 198,340

Raw Materials - 1,096,959

- 1,295,299

Note 11 : Cash and cash equivalents

Cash on Hand - 61,917

Balance with banks 25,827 25,618

25,827 87,535

Note 12 : Short Term Loans and Advances 421 421

421 421

- 56 -


Notes forming part of the Profit and Loss Statement

`

Year ended Year ended

31.03.15 31.03.14

Note 13 : Cost of materials consumed

Raw Materials and Consumables consumed

Opening stock

Raw Materials 1,096,959 1,096,959

Consumables 198,340 198,340

1,295,299 1,295,299

Add : Purchases - -

Less: Closing Stock

Raw Materials - 1,096,959

Consumables - 198,340

- 1,295,299

R/M Consumed 1,295,299 -

Note 14 : Employee benefits expense

Salary & Wages 276,800 134,000

276,800 134,000


Notes forming part of the Profit and Loss Statement

`

Year ended Year ended

31.03.15 31.03.14

Note 15 : Other expenses

AGM Expenses - 2,700

Advertisement Expenses 14,595 1,238

Audit Fees - (Statutory audit Rs. 60,000 and Limited Review Rs. 10,000) 70,000 25,281

Fuel Expenses 7,000 22,000

Vehicle Expenses - 40,000

Printing & Stationery 56,058 63,746

Professional Fees 1,198,476 220,101

Postage & Courier Charges - 64,381

Office Expenses 13,483 -

Sundry Written off 112,075 -

Loss on Capital Reduction - -

Factory Expense 177,717 -

Telephone Charges 8,057 -

Stock Exchange Listing Fees 1,657,310 120,035

Bank Charges 950 1,475

Repairs & Maintaince to Building 238,875 1,400

Insurance Charges - 3,371

Misscleniouse Exp 24,181 -

Security Charges 82,000 210,442

Total A+B 3,660,777 776,170

- 57 -

Note : 16

Contingent Liabilities

Note : 17

Note on EPS : 19

Number of Equity shares 27,105,000 886,200

weighted average number of equity shares 9,283,188 #REF!Face value per share 1 1

Profit After tax availble to equity share holder (15,661,031) (2,433,175)

Basic and diluted Earning per share (1.69) #REF!

Company has not issued any dilutive potential equity shares

Note : 20

previous year audit has been conducted by the auditor other than batliboi & purohit

Note : 21

Previous year figures have been regrouped wherever neccessary

Note : 22

Company does not have any segment which is reportable as per Accounting Statdard 17

For Batliboi & Purohit For and on behalf of the Board of

Chartered Accountants SOLID CARBIDE TOOLS LIMITED

FRN 101048W

CA PARESH CHOKSI Ramesh Patel Dilip Shah Pooja Lodha



Mumbai

01.09.2015

RELATED PARTY DISCLOSURES :

As per Accounting Standard 18, the disclosures of transactions with the related

parties are given below:

(i) List of related parties where control exists and related parties with whom

transactions have taken place and relationships:

Sr.No Name of the Related Party

1) Mr. Dilip Shah - Key Managerial Person

2) Mr. Saurabh Kothari

3) Mr.Keyur R Sanghvi

4) Mr.Ramesh B Patel

5) Ms. Pooja Lodha

(ii) Transactions during the year with related parties :

a)With Dilip Shah Period 31/03/2015 Year Ended 31/03/2014

Rs. 11,48,000/- Rs.1,24,93,695/-

Rs.2,07,86,331/- Rs.76,000/-

Rs 1,87,45,131/- Rs 3,83,83,462/-

No evaluation and estimate has been made by the management in respect of contingent

The management has prepared the accounts of the company on going concern basis inspite

of the fact that the companies manufacturing activities has been suspended from FY 2013-14

and the losses have exceeded 50% of the net worth.The Companies office and factory were

under courts seal and the seal has been removed in November 2005, and the management of

the company has been entrusted to an administrator appointed by the Hon'ble Bombay high

court. The management of the comnpany was under the said administrator up to 3rd August,

2012 and there after the management of the comapny is under a newly constitued board of

directors.

Relationship

Loan repaid during the year.

Director

Director

Director

Director

Director

Loan Outstanding at the end of the year

Loan received during the year.

- 58 -

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- 59 -

For the year

ended 31 March

2015

For the year

ended 31 March

2014

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax & Extraordinary items (15,661,031) (2,433,175)

Adjustment for

Depreciation - 1,523,006

Provision for gratuity -

Provision for Leave Encashment -

Share Forfeiture -

Balance Written off 112,075

Prior Period Items (non cash exp) 10,428,155

Finance Cost -

Opearting Profit before Working Capital changes (5,120,802) (910,169)

Adjustment for

Changes in trade receivables

Changes in Inventories 1,295,299

Changes in loans & advances (23,264) (421)

Changes in trade payable & other provisions 70,000 27,500

Change in other Currant Assets & Currant Investment

Change in short term borrowingNet Cash Generated from Opearting Activities(A) (3,778,766) (883,090)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets -

Increase / (Decrease) Fixed Assets -

Interest Received -

Long term Advance received -

Net Cash from investing Activities (B) - -

C. CASH FLOW fROM FINANCIAL ACTIVITIES

Proceeds from issue of shares 20,328,631

Call in arrears received 205,759 130,000

Increase / (Decrease) Short Term Borrowings (16,817,331) 696,223

Net Cash from Financing Activities (C) 3,717,059 826,223

NET INCREASE/DECREASE IN CASH EQUIVALENT (A + B + C) (61,708) (56,867)

OPENING CASH AND CASH EQUIVALENT 87,535 144,402

Closing Cash and Cash Equivalents 25,827 87,535

INCREASE/(DECREASE) CLOSING CASH AND CASH EQUIVALENT (61,708) (56,867)

For Batliboi & Puroihit For and on behalf of the Board of

Chartered Accountants SOLID CARBIDE TOOLS LIMITED

FRN 101048W

CA PARESH CHOKSI

Partner


Ramesh Patel Dilip Shah Pooja Lodha

(Director) (Director) (Director)DIN No.03520736 DIN No.02659382 DIN No.00532680

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH' 2015


PARTICULARS

The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-

3), “Cash flow statements".

- 60 -

THIS PAGE IS INTENTIONALLY LEFT BLANK

- 61 -


CIN: L99999MH1990PLC057785

ADDRESS: Plot No. R-402, T.T.C. Industrial Area, MIDC, Thane Belapur Road, Navi

Mumbai-400701

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and

Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

I/We, being the member(s) holding __________ shares of Solid Carbide Tools Limited, hereby

appoint:

1) ____________ of ____________ having e-mail id ______________ or failing him

2) ____________ of _____________ having e-mail id ___________ or failing him

3) ____________of _____________having e-mail id ____________ or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Wednesday, the 30th September, 2015 at 11.00 a.m. at plot No R-402, T.T.C. Industrial Area, MIDC, Thane Belapur Road, Navi Mumbai-400701 and at any adjournment thereof in respect of such Resolutions as are indicated below:

**I wish my above proxy to vote in the manner as indicated in the box below:

Item

No.

Resolutions

For Against

1. Consider and adopt Audited Financial Statements of the Company as at 31st March, 2015 and the Reports of the Board of Directors and Auditors thereon

2. Re-appointment of Mr. Dilip Shah who retires by rotation

3. Appointment of Auditor, M/s. Kriplani Milani & Co. Chartered Accountants as Statutory Auditor of the Company in place of M/S Batliboi & Purohit and fixing their remuneration

4 Appointment of Mr. Saurabh Kothari as an Independent Director of the Company

5 Appointment of Mr. Ramesh Patel as an Independent

Director of the Company

6 Appointment of Mr. Keyur Sanghvi as an Independent Director of the Company

Signed this ______________________day of_______________________2015

Name of the Member(s):

Registered address :

e-mail id: Folio No./*Client Id: *DP Id:

Affix

Revenue

- 62 -

Signature of Shareholder _______________________________

Signature of Proxy holder(s) ___________________________

Notes:

1. 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.

2. A proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the

aggregate not more than 10% of the total share capital of the Company carrying voting results.

A member holding more than 10% of the total share capital of the Company carrying voting

rights may appoint a single person as proxy and such person shall not act as a proxy for any

other person or shareholder.

**4. This is only optional. Please put a „X‟ in the appropriate column against the resolutions

indicated in the Box. If you leave the „For‟ or „Against‟ column blank against any or all the

resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he so

wishes.

6. In the case of joint holders, the signature of any one holder will be sufficient, but names of all

the joint holders should be stated.

Stamp

- 63 -


CIN: L99999MH1990PLC057785

Regd office: Plot No.R-402, T.T.C. Industrial Area, MIDC, Thane, Belapur Road, Navi Mumbai-

400701

ATTENDENCE SLIP

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE

MEETING HALL

Joint shareholders may obtain additional slip at the venue of the meeting

DP Id* Folio No.

Client Id* No. of Shares

NAME AND ADDRESS OF THE SHAREHOLDER:

I hereby record my presence at the Annual General Meeting of the Company held at Plot No. R-

402, T.T.C. Industrial Area, MIDC, Thane, Belapur Road, Navi Mumbai - 400701 on 30th

September, 2015 at 11.00 a.m.

1. Only Member/Proxy holder can attend the Meeting.

2. Member/Proxy holder should bring his/her copy of the Annual Report for reference at

the Meeting.

Name of Shareholder‟s / Proxy‟s --------------------------

Signature of the Shareholder / Proxy holder: ____________________________

( * ) Applicable only in case of investors holding shares in Electronic Form.

- 64 -

BOOK – POST

To,

If undelivered please return to:


Plot No. R-402, T.T.C. Industrial Area,

MIDC, Thane Belapur Road,

Navi Mumbai-400701

SOLID CARBIDE TOOLS LIMITED · Ms. Pooja Lodha Director Mr. Saurabh Kothari Director Mr. Ramesh B....

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