TENTIWAL WIRE PRODUCTS LIMITED - Bombay Stock … · Mr. Parag Sharma ... Mr. Manoj Pandey ... a...

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TENTIWAL WIRE PRODUCTS LIMITED

ANNUAL REPORT 2014-2015


{AN ISO 9001:2008 AND ISO 1400:2004 Company}

21ST

ANNUAL REPORT

2014-15

TENTIWAL WIRE PRODUCTS LIMITED 21st Annual Report 2014-15

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BOARD OF DIRECTORS

Mr. Radha Pad Tentiwala - Managing Director

Mr. Neelesh Tentiwala - Whole Time Director

Mr. Parag Sharma - Whole Time Director

Mrs. Kumkum Tentiwala - Whole Time Director

Mr. Nand Kumar Misra - Independent Director

Mr. Anil Kulshreshtha - Independent Director

Mr. Subhash Chand - Independent Director

Mr. Govind Sharma - Independent Director

Mr. Manoj Pandey - Non-Executive Additional Director

COMPANY SECRETARY

Mr. Rohit Verma

BANKERS

Syndicate Bank, Maholi Road, Mathura

AUDITORS

M/s B.B. Agrawal & Company

CHARTERED ACCOUNTANTS,

LISTING OF EQUITY SHARES

I) Bombay Stock Exchange Limited (SME)

CONTENTS Chairman s Statement…………… Notice of AGM………………. Notice of Book Closure................ Directors Report……………………... Report on Corporate Governance…........... Certificate on Corporate Governance...........

Managing Director & Chief Finance Officer Certification……………… Compliance with code of Conduct…….......

Management Discussion and Analysis

Report........................................ Auditors Report…………………… Balance Sheet…………………………..... Profit & Loss Account………………...... Cash Flow Statement………………… Notes to the Account…………………... Proxy Form............................................. Attendance Slip….................................... Thank You...........................

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REGISTERED OFFICE

Radhey Shyam Colony, Delhi Masani Road, Mathura – 281003 (Uttar Pradesh).

TEL. NO. 0565-2530032: FAX: 0565-2530033

WEBSITE: www.tentiwal.co.in.

CORPORATE IDENTIFICATION NUMBER

L31101UP1994PLC016107

EMAIL: [email protected]

21ST ANNUAL GENERAL MEETING OF


WEDNESDAY, 30TH SEPTEMBER, 2015

10:30 A.M., AT REGISTERED OFFICE OF THE COMPANY AT DELHI-

MASANI ROAD, RADHEY SHYAM COLONY, MATHURA-281003

REGISTRAR AND SHARE TRANSFER AGENT

Sharepro Service (India) Pvt. Ltd.

13 AB, Samhita Warehousing Complex,

2nd Floor, Sakinaka Telephone, Exchange Lane, Off Andheri-Kurla Road,

Sakinaka, Andheri (E), Mumbai-400072

http://www.tentiwal.co.in/

mailto:[email protected]


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CHAIRMAN’S STATEMENT

Dear Shareholders,

It gives an immense pleasure to reach you out through this 21st Annual General Meeting of your Company. The Annual Report for the year ended 31st March, 2015 has been with you for some time now so, with your permission, I shall take it as read. Industry Overview:

The overall economic and industrial climate continued to remain sluggish. Electrical equipment manufacturing sector and capital goods sector continued to feel the effects of low demands. Increase in imports of electrical equipments from china affects the domestic industries. Cost pressure due to high rates of inflation continued to affect the industry. Considering the prevailing adverse economical climate in the country during the year under report, your company has performed well. We continue to be optimistic for future growth of manufacturing electrical equipments, and aluminum extrusion we also looking for solar power sector. Financial Performance - An Overview:

I would now like to highlight some key aspects of the year under review:

I am happy to inform you that despite of competition and sluggish market your Company achieved consolidated revenues of Rs. 37,43,26,983.38/-.

In IPO, the Company raised Rs. 2,11,90,000.00 by offering 16,30,000 Equity Shares of Rs. 10/- each at a premium of Rs. 3/- per share for repayment of loan taken from Aditya Birla Finance Ltd., General Corporate Purpose and meeting issue expenses has been met successfully.

Acknowledgement: On behalf of the Board, I want to thank the management and staff of Tentiwal Wire Products Ltd., who have worked hard and dealt with various challenges to maintain our profitable position in FY 2015. I am also grateful to my fellow directors for their continued guidance, advice and foresight that helped steer the Group s business through the increasingly competitive industry landscape. Thank you also to our customers for your continued faith in our products and our business partners for your support of our business. Finally, I want to thank our shareholders for the trust and confidence you have given us. We will continue to strive for better results and returns for you.

Thank you again,

Sd/- (Radha Pad Tentiwala)

Managing Director

DIN: 00132785


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As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting.

Shareholders are requested to kindly bring their copies to the Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 21st Annual General Meeting of the Members of Tentiwal Wire Products Ltd. Will Be Held On

Wednesday, 30th September, 2015 from 10:30 A.M. at the Registered Office of the Company at Delhi-Masani Road, Radhey

Shyam Colony, Mathura-281003, to transact the following business:

ORDINARY BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution: RESOLVED T(AT the Audited Financial Statements of Accounts of the Company for the year ended 31st March, 2015 and the Directors and Auditors Reports thereon, be and are hereby approved and adopted.

2. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution: RESOLVED T(AT Mr. Neelesh Tentiwala (holding DIN: 00132775), the retiring Director, be and is hereby re-elected

as Director of the Company, liable for retirement by rotation.

3. To appoint Statutory Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED that M/s B.B, Agrawal & Company, Chartered Accountants, Mathura, (Registration No.000597C), the

retiring Auditors, be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at such remuneration as shall be fixed by the Board of Directors of the Company. RESOLVED FURTHER THAT Mr. Radha Pad Tentiwala, Managing Director (DIN: 00132785) of the Company be and is

hereby authorized to do all acts, deeds and things as may be deemed necessary and expedient to give effect to the aforesaid resolution.

SPECIAL BUSINESS:

4. To consider and if thought fit to pass the following resolution, with or without modifications, as Ordinary

Resolution:-

RESOLVED T(AT Mr. Manoj Pandey (DIN: 01011681), who was appointed as Non-Executive Additional Director of the Company with effect from 24th August, 2015 by the Board of Directors and who holds office upto the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (the Act) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from him proposing his candidature for the office of Director, be and is hereby appointed as Non-Executive Director of the Company.

RESOLVED FURTHER THAT Mr. Radha Pad Tentiwala, Managing Director (DIN: 00132785), be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.


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5. To consider and if thought fit to pass the following resolution, with or without modifications, as Special Resolution:-

RESOLVED T(AT consent of the company be and is hereby accorded in accordance with the provisions of Section

180(1)(c) of the Companies Act, 2013 and other applicable provisions, if any, read with Rules made there under (including any modification(s) or re-enactment(s) thereof for the time being in force) to the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall include any committee constituted by the Board or any person (s) authorised by the Board) for borrowing any sum or sums of monies from time to time for the purpose of the Company s business on such terms and conditions and with or without security from any bank, financial institution or any other lending institution, firm, body corporate or other person, both in the national and international markets, as may be considered suitable by the Board notwithstanding that the sum or sums of monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business), may exceed the aggregate of the paid-up capital of the Company and its free reserves, (that is to say reserves not set apart for specific purpose of the Company from time to time), provided that the total amount so borrowed by the Board shall not at any time exceed Rs. 100 Crore (Rupees One Hundred Crore only) over and above the paid-up capital of the Company and its free reserves at any time.

"RESOLVED FURTHER THAT the Board be and is hereby authorized to decide all terms and conditions in relation to such borrowing, at their absolute discretion and to do all such acts, deeds and things and to execute or authorise any person to execute all such documents, instruments and writings as may be required for giving effect to the aforesaid resolution.

6. To consider and if thought fit to pass the following resolution, with or without modifications, as Special Resolution:- RESOLVED T(AT Pursuant to the provisions of section 13 of the Companies Act, 2013 and other applicable

provisions if any, and subject to the approval of the Central Government, the consent of the members of the company be and is hereby accorded to change the name of the company from TENTIWAL WIRE PRODUCTS LIMITED to TENTIWALA METAL PRODUCTS LIMITED and the existing clause I of the Memorandum of Association of the

company be substituted by the following clause: I. The name of the Company is TENTIWALA METAL PRODUCTS LIMITED. RESOLVED FURTHER THAT consequent to the aforesaid change, the name TENT)WAL W)RE PRODUCTS L)M)TED wherever appearing in the Memorandum and Article of Association of the company be substituted by

TENTIWALA METAL PRODUCTS L)M)TED .

RESOLVED FURTHER THAT Mr. Radha Pad Tentiwala, Managing Director (DIN: 00132785) of the Company be and is

hereby authorized to do all acts, deeds and things as may be deemed necessary and expedient to give effect to the

aforesaid resolution.

Place : Mathura By Order of the Board of Directors

Date : 4th September, 2015

SD/- Radha Pad Tentiwala

(Managing Director)

DIN: 00132785


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NOTES:

1. 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 AND A PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE DULY STAMPED AND RECEIVED BY THE COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting.

3. As per Section 105 of the Companies Act, 2013 and Rules 7.17 thereof a person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% percent of the total share capital of the Company.

4. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

5. An Explanatory Statement pursuant to section 102 of the Companies Act, 2013, in all respect of Special Business items is annexed hereto.

6. All documents referred to in the above Notice and the accompanying Explanatory Statements are open for inspection at the Registered Office of the Company during the business hours on any working day (except Sunday and holidays) between 10.00 a.m. and 12.30 p.m. up to the date of the Annual General Meeting.

7. As per clause 50 (f) of Listing Agreement with SME, Company has designated email id of the grievance redressal division/compliance officer exclusively for the purpose of registering complaints by investors. Investors are requested to send their communication on designated email id: [email protected]

8. Members/Proxies attending the meeting are requested to bring the Attendance Slip (duly completed) to the Meeting.

9. Members are requested to notify the change in the address, if any. In case of shares held in electronic form to the concerned Depository Participant quoting their Client ID and in case of physical shares to the Registrar and Transfer Agent of the Company quoting their Folio Number.

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their

Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agent.



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EXPLANATORY STATEMENT AS REQUIRED U/S 102 OF THE COMPANIES ACT, 2013.

ITEM NO. 4:

Mr. Mr. Manoj Pandey (DIN: 01011681), was appointed as an Additional Director of the Company with effect from 24th August, 2015 by the Board of Directors under Section 161 of the Act. In terms of Section 161(1) of the Act, Mr. Manoj Pandey (DIN: 01011681), holds office only upto the date of the forthcoming AGM but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received from him signifying its intention for appointment as a Director. The Board also appointed Mr. Manoj Pandey (DIN: 01011681), as the Non- Executive Director of the Company. The Board of Directors of your company, after reviewing the provision of the Companies Act, 2013, and based on the recommendations of the Nomination and Remuneration Committee, at their meeting held on 26th August, 2015 and subject to the approval of the company in general meeting appointed Mr. Manoj Pandey (DIN: 01011681), designated as Non-Executive Director. Details as required under Clause 52 of BSE (SME) Listing Agreement are disclosed in the Corporate Governance report. The Board considers that his association with the Company would be of immense benefit to the Company and it is desirable to avail service of Mr. Manoj Pandey as Non-Executive Director. Accordingly, the Board recommends the resolution to appoint Mr. Manoj Pandey as Non-Executive Director, for the approval by the shareholders of the Company. Details of Director Seeking Appointment/re-appointment form part of corporate governance report. Except Mr. Manoj Pandey, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at item No. 4.

ITEM NO. 5:

Pursuant to the provision of Section 180 (1) (c) of the Companies Act, 2013 effective from 12 September, 2013 requires that the Board of Directors shall not borrow money in excess of the Company s paid-up share capital and free reserves, apart from temporary loans obtained from the Company s bankers in the ordinary course of business, except with the consent of the Company accorded by way of a special resolution. Accordingly Section 293 (1) (d) under the Companies Act, 1956 has been now replaced by Section 180 (1)(c) and (2) of Companies Act, 2013. The Board of Directors therefore recommend to pass the resolutions under Section 180 (1)(c) to borrow money apart from temporary loans obtained from the company s banker in the Ordinary course of business in excess of the aggregate of the paid up capital and free reserves (that is to say, reserves, not set apart for any specific purpose ) but not exceeding an amount of Rs. 100 Crore (Rupees One Hundred Crore). Your Directors recommend the special resolution set out at Item No. 4 of the accompanying notice for your approval. None of the Directors and Key Managerial Personnel of the Company and their relatives is in any way concerned or interested, financially or otherwise, in the proposed resolution.

ITEM NO. 6:

As the proposed new name Tentiwala Metal Products Limited correlates more with the object of the company. The management believes that the proposed new name more clearly resemble with the object of the company and represent its products to the market very clearly. The Company has received approval from the Registrar of company, Kanpur confirming the availability of the new name Tentiwala Metal products Limited . The Companies Act, requires the company to obtain shareholders approval by way of Special resolution for the alteration of MOA of the company and consequential alteration in the AOA. After obtaining the approval of the shareholders, an application will be made to the ROC, for change of name of the company and if approved, the name will effective from the date of ROC approval. Your Directors is of the opinion that the aforesaid resolution is in the best interest of the company and hence, recommend the above resolution set out at Item No. 5 of the accompanying notice for your approval as Special Resolution. None of the Directors and Key Managerial Personnel of the Company and their relatives is in any way concerned or interested, financially or otherwise, in the proposed resolution.


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NOTICE OF BOOK CLOSURE

Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Clause 18 of the BSE (SME) Equity Listing Agreement

with Bombay Stock Exchange, the Register of Members and the Share Transfer books of the Company will remain closed from

Friday, 25th September, 2015 to Wednesday, 30th September, 2015 (both days inclusive) for the purpose of ensuing AGM to be

held on Wednesday, 30th September, 2015.

Place : Mathura By Order of the Board of Directors

Date : 4th September, 2015 For TENTIWAL WIRE PRODUCTS LIMITED

SD/-

Radha Pad Tentiwala

(Managing Director) DIN: 00132785

Address: 45-A, Jagannath Puri,

Mathura-281001


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DIRECTOR’S REPORT

TO

THE MEMBERS,

Your Directors have pleasure in presenting the Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2015. Financial summary or highlights/Performance of the Company (Standalone) The Company s financial performance, for the year ended March , is summarized below:

(Rs.)

Particulars 2014-15 2013-14

Total Income 37,43,26,983.38 44,69,58,583.68

Less: Expenditure & Depreciation (36,92,20,888.28) (43,54,71,632.23)

Prior period items - -

Profit before Tax (PBT) 51,06,095.10 1,14,86,951.45

Less: Tax (25,68,280.21) (29,90,653.00)

Deferred Tax Asset 2,42,256.81 (5,72,435.17)

Profit After Tax (PAT) 27,80,071.70 79,23,863.28

Dividend Company has not declared any dividend during the Financial Year. Reserves No such amount has been proposed by the board to carry to any reserves. Details of Subsidiary/Joint Ventures/Associate Companies

Company has not any of its Subsidiary/Joint Ventures/Associate Companies during the Financial Year. Share Capital The paid up Equity Share Capital as on March 31, 2015 was Rs. 5.42 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

Fixed Deposits The Company has not accepted any fixed deposits during the year under report.

Risk management policy The Company is looking forward to commence the Risk management policy in near future and the commencement of policy is under process. Further Risk management policy will be devised according to the business activities and operations.

Statement on Declaration given by Independent Directors: The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6) Particulars of Loans, guarantees or Investments u/s 186 Company has not transacted any business u/s 186 during the financial year.


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Material Changes and Commitments, if any: There were no material changes and commitments have been occurred between the end of the financial year of the company to which the financial statements relate and date of signing of board report affecting the financial position of the company. Brief description of the Company s working during the year/State of Company s affair During F/Y 2014-15, your company has generated total revenue of Rs. 37,43,26,983.38/- Change in the nature of business, if any

No Change in the nature of the business of the Company done during the year.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and

company s operations in future

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Management Discussion and Analysis Report:-

As per Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report. Corporate Governance

A detailed report on corporate governance, together with a certificate from the Statutory Auditors, in compliance with Clause 52 of the BSE (SME) Equity Listing Agreement, is attached as part of this report vide Annexure-I.

Board and Audit Committee The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report appended hereto.

Annual Listing Fee

The Company has paid the annual listing fees for the financial year 2015-2016 to Bombay Stock Exchange Limited on or before the due date. Details of establishment of vigil mechanism for directors and employees The details of establishment of vigil mechanism for directors and employees to report genuine concerns is disclosed on the company s website i.e. www.tentiwal.co.in and also made part of Corporate Governance report. Director s Remuneration Policy and criteria for matters under section 1 The policy formulated by nomination and remuneration committee is disclosed on the company s website i.e. www.tentiwal.co.in and also made part of Corporate Governance report. Particulars of Contracts or arrangements with related parties u/s 188 During the year, the Company did not enter into any material transaction with related parties, under Section 188 of the Companies Act, 2013. All transactions entered into by the Company with the related parties were in the ordinary course of business and on an arm s length basis. Form AOC-2, as required under Section 134 (3) (h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report vide Annexure-II. Further, the Company s policy on Related Party Transactions is attached as part of this report vide Annexure-II (A).

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- III and is attached to this report Disclosure under the Sexual Harassment of Women at workplace (prevention, prohibition and redressal) act, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2014-15.




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Directors and KMP: A) Formal Annual Evaluation

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3) (p) of the Companies Act, 2013. B) Directors Liable to retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Neelesh Tentiwala, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. C) Changes in Directors and Key Managerial Personnel during the F/Y

Name of the Director DIN/PAN Designation Date of

Appointment

Date of

Cessation

Mrs. Deepti Tentiwala ADMPP00859K CFO 01/06/2014 -

Mrs. Vandana Kaushik 06619629 Non Executive- Independent Director 05/06/2013 01/09/2014

Mr. Gaurav Rajoriya AXXPR6465Q Company Secretary 02/05/2013 08/08/2014

Mr. Rohit Verma AKXPV0130F Company Secretary 14/08/2014 -

Mr. Subhash Chand 06996971 Non Executive-Independent Director 20/10/2014 -

Smt. Vimla Sharma 07072994 Additional Director 02/03/2015 17/03/2015

Mr. Govind Sharma 06525313 Non Executive-Independent Director 31/03/2015 -

Remuneration to Directors and KMP

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be providing upon request.

Particulars of Employees: We are having no employees in respect of whom we are required to give Information in accordance with the Rule (5) (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Extract of the annual return

The details forming part of the extract of the Annual Return in form MGT9 is annexed herewith as ANNEXURE-IV

Statutory Auditors The existing auditor M/s B.B. Agrawal & Co., Chartered Accountants (Firm Registration Number: 000597C), has been appointed as statutory auditors of the company at the Extra Ordinary General Meeting held on 31.03.2015 for a period of 5(five) years subject to ratification by members at every consequent Annual General Meeting to fill the casual vacancy caused by resignation of M/s Prakash Shri Krishan & Co (Firm Registration Number: 006182C) on 02nd Day of March, 2015. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. Auditors Report The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Pramod Kumar Sharma, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2014-2015. The Secretarial Audit Report is appended to this report vide ANNEXURE-V.


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Directors Responsibility Statement The Directors Responsibility Statement referred to in clause c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation

relating to material departures; (b) 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 profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; (e) 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 (f) 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.

Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Place : Mathura For TENTIWAL WIRE PRODUCTS LIMITED

Date : 30th May, 2015

Sd/- Sd/-

Radha Pad Tentiwala Kumkum Tentiwala

(Managing Director) (Whole Time Director)

DIN: 00132785 DIN: 00132858


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ANNEXURE I

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is the commitment of an organization to follow ethics, fair practices and transparency in all its dealing with its various stakeholders such as Customers, Employees, Investors, Government and the Society at large. Sound Corporate Governance is the result of external market place commitment and legislation plus a healthy board culture which directs the policies and philosophy of the organization. Our Company is committed to good Corporate Governance in all its activities and processes.

COMPANY’S PHILOSOPHY TWPL S philosophy is to view Corporate Governance principles in true letter and genuine spirit rather than mere compliances of norms. Corporate Governance has been considered as a business strategy as this adds considerable value to the company both internally and externally. The Corporate Governance principles implemented by TWPL seek to protect, recognize and facilitate shareholders rights and ensure timely and accurate disclosure to them. Our Corporate Governance Philosophy Is Based On The Following Principles:

Satisfy the spirit of the law and not just the letter of the law. Corporate governance standards should go beyond the law.

Be transparent and maintain a high degree of disclosure levels.

Make a clear distinction between personal conveniences and corporate resources.

Communicate externally, in a truthful manner, about how the Company is run internally.

Comply with the laws in all the countries in which we operate.

Have a simple and transparent corporate structure driven solely by business needs.

The Management is the trustee of the shareholders capital and not the owner. The Board of Directors the Board is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term

interests of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance. The disclosure requirements of Clause 52 of the Listing Agreement entered on the listing of equity shares of the Company on stock exchanges are given below: As per clause 52 of the BSE (SME) Listing Agreement with the Bombay Stock Exchange, the Report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report.

The company agrees to comply with the following provisions:

1. BOARD OF DIRECTORS

(A) Composition of Board

As on 31 March 2015, TWPL S Board consists of nine members including the chairman, an executive Director, Five were non-executive independent directors and three were executive directors (including one women director). The Board has no institutional nominee directors. The composition of the Board as on March 31, 2015 is in conformity with Clause 52 of the BSE (SME) Listing Agreement enjoining specified combination of Executive and Non-Executive Directors, with not less than 50 percent of the Board comprising of Non-Executive Directors and at least one-third comprising of Independent Directors for a Board chaired by Executive Director, as shown in the table 1:

Board Procedure:

The Agenda is circulated well in advance to the Board members. The items in the Agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. To enable the Board to discharge its responsibilities effectively, the Managing Director apprises the Board at every meeting on the overall performance of the Company. In addition to the information required under Annexure IA to Clause 52 of the SME Equity Listing Agreement, the Board is also kept informed of major events / items wherever necessary.

Compliance: During the financial year ended on 31st March, 2015 eleven meetings of the Board of Directors were held and the gap between two meetings did not exceed four months. The Board meetings were held on: 29.05.2014, 27.06.2014, 14.08.2014, 01.09.2014, 30.09.2014, 16.10.2014, 20.10.2014, 14.11.2014, 02.03.2015, 17.03.2015, 31.03.2015. The last Annual General Meeting was held on 22nd September, 2014.


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TABLE 1: Composition of the Board and attendance record of Directors for 2014-15

Name of Director Position Board meeting Attended AGM Attended

Neelesh Tentiwala Executive 11 Yes Radha Pad Tentiwala Executive 11 Yes Kumkum Tentiwala Executive 11 Yes Parag Sharma Executive 11 Yes Anil Kulshreshtha Non Executive 11 Yes Nand Kumar Misra Non Executive 11 Yes Vandana Kaushik* Non Executive 8 No Jainendra Kumar Sharma Katara Non Executive 6 No Subhash Chand* Non Executive 1 - Govind Sharma* Non Executive - - Vimla Sharma* Additional Director - -

Ms. Vandana Kaushik has been resigned on 01/08/2014 while Mr. Subhash Chand, Mr. Govind Sharma has been appointed on 20/10/2014 and 31/03/2015 respectively.

Ms. Vimla Sharma has been resigned on 17/03/2015

2. AUDIT COMMITTEE

2.1 Composition of Audit Committee

The Audit Committee comprises of One Executive Directors and Two Non Executive Independent Directors.

Name of Director Position Meetings Attended

AGM Attended

Ms. Vandana Kaushik* Past Chairman, Non Executive-Independent Director

1/6 No

Mr. Jainendra Kr. Sharma Katara**

Chairman, Non Executive-Independent Director 5/6 Yes

Mr. Anil Kulshreshtha Non Executive-Independent Director 6/6 Yes Mr. Neelesh Tentiwala Whole Time Director 6/5 Yes

Ms. Vandana Kaushik has been resigned from the board on 01.09.2014.

Mr. Jainendra Kr. Sharma Katara was appointed as Chairman of Audit Committee on 01.09.2014.

Company Secretary acts as Secretary of the Audit Committee.

Except Mr. Neelesh Tentiwala, Executive Director of the company all members of the Audit Committee are independent, non-executive directors and are financially literate as required by clause . Moreover, the Chairman and members of Audit Committee have accounting or related financial management expertise . In addition to the members of the Audit Committee, these meetings were attended by the heads of finance, internal audit functions and the statutory auditor of the Company and those executives who were considered necessary for providing inputs to the Committee. The terms of reference of Audit Committee as approved by Board are as required under Companies Act, 2013 and clause 52 of BSE (SME) Listing Agreement.

6.1 NOMINATION & REMUNERATION COMMITTEE:

6.2 Composition of Committee & attendance record:- During the year under review, the Committee was met on March, 2015.

Name of Director Position AGM Attended Mr. Subhash Chand Chairman, Non Executive-Independent Director 1/1 Mr. Anil Kulshreshtha Non Executive-Independent Director 1/1 Mr. Nand Kumar Misra Chairman, Non Executive-Independent Director 1/1

Company Secretary acts as Secretary of the Nomination & Remuneration Committee.

3.2 Terms of Reference:- The Nomination, Compensation and Remuneration Committee has formulated criteria for evaluation of the Board and non-independent directors for the purpose of review of their performance at a separate meeting of the Independent Directors. Further, the Committee has recommended a policy relating to the remuneration of the directors, key managerial personnel and other employees which, inter alia, includes the principles for identification of persons who are qualified to become directors.

The criteria laid down for performance evaluation of the directors as approved and adopted by the Board, are attached as part of this report vide ANNEXURES I-A respectively.


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3.3 Remuneration Policy:- The Policy laid down for Remuneration of Directors, KMP and other Employees as approved and adopted by the Committee, are attached as part of this report

vide ANNEXURES I-B respectively

3.4 Details of remuneration to all the Directors:- Particulars of Remuneration of Directors for the year ended 31st March, 2015:

Name of Directors Salary & Perquisites (Rs.) Radha Pad Tentiwala 12,00,000/- Neelesh Tentiwala 5,40,000/- Kumkum Tentiwala 5,40,000/- Parag Sharma 5,40,000/-

7. SHAREHOLDER’S/INVESTOR’S GRIEVANCE AND SHARE TRANSFER COMMITTEE 4.1 Composition of Committee and attendance record for the F/Y 2014-15:-

Name of Director Position AGM Attended Mr. Subhash Chand Chairman, Non Executive- Independent Director 1/1

Mr. Anil Kulshreshtha Non Executive-Independent Director 1/1

Mr. Radha Pad Tentiwala Whole Time Director 1/1

Company Secretary acts as Secretary of the Shareholder s/ )nvestor s Grievance and Share Transfer Committee.

4.2 Terms of Reference:-

The current terms of reference of the Committee are as follows:

i. To allot the equity shares of the Company,

ii. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

iii. Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of dividends etc;

iv. Issue of duplicate / split / consolidated share certificates;

v. Allotment and listing of shares;

vi. Review of cases for refusal of transfer / transmission of shares and debentures;

vii. Reference to statutory and regulatory authorities regarding investor grievances;

viii. And to otherwise ensure proper and timely attendance and Redressal of investor queries and grievances.

4.2 Details of shareholder s Complaints:

Details of Complaints Received No.

Number of Shareholders’ Complaints received From 01.04.14 to 31.03.2015 1 Number of Complaints not solved to the satisfaction of the shareholder 0 Number of Pending Complaints on 31.03.2014 0

5. SEPARATE MEETING OF INDEPENDENT DIRECTORS: In compliance with Schedule IV to the Companies Act, 2013 and revised clause 52 of BSE (SME) Listing Agreement, the Independent Directors held their separate meeting on 31st March, 2015, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

i. review the performance of non-independent directors and the Board as a whole; ii. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; and

iii. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.


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6. PARTICULARS OF AGM HELD DURING LAST THREE YEAR:

Year Date Time Place of Meeting Number of Special Resolution Passed

2013-14 22.09.2014 10:30 A.M. Hotel Brijwasi Lands Inn, delhi Masani Road, Mathura-281003

NIL

2012-13 26.08.2013 10:00 A.M. Registered office 4

2011-12 13.08.2012 11:00 A.M. Registered office NIL

During the year under review, no resolution was put through by Postal Ballot

7. PARTICULARS OF EGM HELD DURING YEAR:

Year Date Time Place of Meeting Number of Special Resolution Passed

2014-15 31.03.2015 10:30 A.M. Registered office NIL

During the meeting overall 10 resolutions were passed by E-voting and/or Poll and all were Ordinary Resolution under the supervision of Scrutinizer Mr. Pramod Kumar Sharma, Practicing Company Secretary.

8. EXCLUSIVE EMAIL ID : Further as per clause 50 (f) company has designated exclusive email id: [email protected] of grievance Redressal service department exclusively for the

purpose of registering complaints by investor. For prompt disposal of any query or any matters Shareholders may contact to the Registrar and Share Transfer

Agent and under the above referred email id.

9. WHISTLE BLOWER POLICY During the year, the Company adopted a Whistle Blower Policy and established the necessary vigil mechanism for Directors and Employees to report concerns about unethical behavior. The mechanism provides for adequate safeguards against victimization. Further, no person has been denied access to the Audit Committee. Vigil mechanism is posted on the website of the company i.e. www.tentiwal.co.in.

10. DISCLOSURE:-

10.1 Disclosure of Material Transactions: - Related Party Transaction There were no material Related Party transactions conducted between Company and its Promoters, Directors or the Management and their relatives.

10.2 Details of Non Compliance:- The Company has complied with the necessary requirements and no penalties or strictures were imposed on the Company either by SEBI, Stock Exchanges or any statutory authority on any matter related to capital markets during the last three years.

10.3. Non Mandatory Requirements:- The Company is complying with all the mandatory requirements laid down by Clause 52 of the Listing Agreement. In addition the Company has also complied with Non Mandatory requirements which have been disclosed at the relevant places.

10.4 Accounting Treatments:- The Company has adopted accounting treatments which are prescribed by the Accounting Standard.

10.5 CEO/CFO Certification:- Managing Director, Shri. Radha Pad Tentiwala and Chief Financial Officer Smt. Deepti Tentiwala, has certified to the Board with respect to the financial statement, internal controls and other matters as required by Clause 52 of the Listing Agreement with the Stock Exchanges.

10.6 Auditor’s Certificate on Corporate Governance:- The Company has obtained a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance prescribed under Clause 52 of the Listing agreement with Stock Exchanges which forms part of this report.




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10.7 Report on Corporate Governance:- This Chapter read with the information given in the section titled Additional Shareholders information constitutes the compliance report on Corporate Governance. The declaration by Mr. Radha Pad Tentiwala, Managing Director to that effect forms part of this report.

10.8 Code of Conduct:- The Company has adopted a code of conduct for its directors and designated senior management personnel. All the Board members and senior management personnel have agreed to follow compliance of code of conduct.

10.9 Management Discussion and Analysis Report:- It form part of Corporate Governance report vide ANNEXURE I-C

10.10 Insider Trading:- The Company had in place a Code of Conduct for Prevention of )nsider Trading and Corporate Disclosure Practices , in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended. These regulations have been substituted by SEBI with a new set of Regulations, which has come into effect from 15 May 2015.

Regulation 8 of the newly introduced Regulations, required the Company to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI), which the Company needs to follow in order to adhere to each of the principles set out in Schedule A to the said Regulations.

Further, regulation 9(1) of these Regulations required a listed company to formulate a Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons, towards achieving compliance with the said Regulations, adopting the minimum standards, set out in Schedule B to the Regulations.

Accordingly, the Board at its meeting held on 30 May 2015, approved and adopted:

(a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

(b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons. The said codes are being adhered to with effect from 15 May 2015.

11. MEANS OF COMMUNICATION

Half Yearly / Annual Results are filed with BSE and are posted on the website of the company within reasonable time limits. The Half Yearly Financial Statements, Corporate Governance Reports & Half Yearly Shareholding Pattern statements and Annual Report are available on websites of BSE. The same are also available on the Company's website http://www.tentiwal.co.in.

A separate dedicated section under )nvestor s Corner on the Company's Website gives information on unclaimed dividend, Half Yearly/quarterly Compliances with the Stock Exchanges and other relevant information of interest to the Shareholders.

12. GENERAL SHAREHOLDER INFORMATION

1) Annual General Meeting:-

Date 30th September, 2015 Venue Registered Ofice Time 10:30 A.M. Last date for receipt of Proxy Saturday, 28th September, 2015 (Before 10:30 A.M.) Posting of Annual Report Friday, 4th September, 2015

2) Financial Year :- 1st April, 2014 to 31st March 2015

3) Book Closure :-

Book Closure Date 25th September, 2015 to 30th September, 2015 (both days are inclusive)

4) Dividend:-

No Dividend has been declared during the Financial Year 2014-15.



Page | 17

5) Listing of Equity Shares On the Stock exchanges :- Bombay Stock Exchange Limited, SME

6) Annual Listing Fee:-

Annual Listing Fee for the F/Y 2015-16 to above-mentioned Stock exchange has been paid within prescribed time period.

7) Stock Code:- The )S)N allotted to the Company s equity share of Face value of Rs. /- each the Depository system is INE486P01011. Scrip code of the Company is 537119 allotted by Bombay Stock Exchange Ltd. (SME)

8) (I) Details Of Director Seeking Re-Appointment At The Forthcoming Annual General Meeting

(In pursuant of Clause 52 of Listing Agreement)

Name of Director

Mr. NeeleshTentiwala

DIN

00132775

Date of Birth

26th August, 1978

Nationality

Indian

Date of Appointment

21st July, 1998

Qualification

B.Sc. & MBA

Expertise in Specific Functional Areas

Management & Administration

Shareholding in the Company as on the date of this Notice

15.39%

List of other public limited companies in which directorship held on the date of this Notice

None

Chairman/ Member of the Committees of the Board across all public Companies of which he is a Director as on the date of this Notice

None

Relationships between Directors interse Son of Mr. Radha Pad Tentiwala & Mrs. Kumkum Tentiwala

(ii) Details Of Director Seeking Appointment At The Forthcoming Annual General Meeting

(In pursuant of Clause 52 of Listing Agreement)

Name of Director

Mr. Monoj Pandey

DIN

01011681

Date of Birth

10/07/1964

Nationality

Indian

Qualification

Graduate

Expertise in Specific Functional Areas

Management & Administration

Shareholding in the Company as on the date of this Notice

Nil

List of other companies in which directorship held on the date of this Notice

- Savvy Homes Pvt. Ltd. - Precious Promoters Pvt. Ltd. - Savvy Exim Pvt. Ltd.

Chairman/ Member of the Committees of the Board across all public Companies of which he is a Director as on the date of this Notice

None

Relationships between Directors interse None


Page | 18

9) Distribution of Shareholding as on 31st Day of March, 2015:-

Total Holders

Range No. of shares Number of shareholders

% to Total no of shares

>500 300 1 0.006%

500-1000 900 1 0.017%

1001-2000 1500 1 0.028%

2001-3000 0 0 0.000% 3001-4000 0 0 0.000%

4001-5000 0 0 0.000%

5001-10000 510000 51 9.403% 10001 and above 4911385 42 90.546%

TOTAL 5424085 100%

10) Market Price Data as on 31st Day of March, 2015:-

BSE

MONTH HIGH LOW VOLUME

APRIL 10.25 9.55 70000

MAY 13.00 9.35 70000

JUNE 14.00 12.50 80000

JULY 15.00 14.00 50000

AUGUST 12.70 12.10 210000

SEPTEMBER 14.50 11.00 100000

OCTOBER 12.75 11.00 60000

NOVEMBER 11.90 11.50 20000

DECEMBER 10.05 9.90 30000

JANUARY - - -

FEBRUARY - - -

MARCH - - -

11) Shareholding pattern as on 31.03.2015:-

Category No. of Shares Value of Shares % of Shares

Promoters and Group Promoters 3252685 32526850 59.97%

Market makers 410000 4100000 7.55%

Bodies Corporate 60000 600000 1.11%

Individual Shareholders holding nominal

capital up to Rs. 1 lakh

312700 3127000 5.77%

Individual Shareholders holding nominal

capital excess of Rs. 1 lakh

1388700 13887000 25.60%


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12) Dematerialization of shares and Liquidity Distribution as on 31.03.2015:-

Share Capital No. of shares % of Shares

Listed Capital 5424085 100.00

Held in Dematerialized form:-

NSDL 290000 5.346%

CDSL 4906385 90.464%

Held in Physical Form 227700 4.190%

Total 5424085 100.00%

13) Registered Office:- The registered office of the Company situated at Radhey Shyam Colony, Delhi Masani Road, Mathura, 281003.

14) Registrar and Transfer Agents: -

Sharepro Services (India) Pvt. Ltd, 13 Ab Samhita Warehousing Complex, 2nd Floor Near Sakinaka Telephone Exchange, Andheri-Kurla Road, Sakinaka, Andheri (E)Mumbai – 400 072.

15) Share Transfer System:- Share Transfer in physical form can be lodged with Sharepro Service (India) Pvt. Ltd. at abovementioned address or at registered office of the Company. 16) Address for Correspondence:-

Tentiwal Wire Products Limited, Radhey Shyam Colony, Delhi Masani Road, Mathura-281003

COMPLIANCE WITH NON-MANDATORY REQUIREMENTS OF LISTING AGREEMENT:

The Chairman of the Company is entitled to seek any advice and consultancy in relation to the performance of his duties and is also entitled to claim reimbursement of the expenses incurred in this regard and other office facilities.

The Board has set up a Remuneration Committee.

Presently, half yearly financial performance is not being sent to each shareholder.

The Company believes and maintains its accounts in transparent manner and aims at receiving unqualified report from the Auditors on the financial statement of the Company.

As regard training of Board members, the Directors on the Board are professionals having wide range of expertise in diverse fields. They keep themselves abreast with the latest developments in the field of Management, Technology and Business Environment through various symposiums, seminars, etc.


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AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members,

Tentiwal Wire Products Limited,

Dear Shareholders,

We have examined the compliance of conditions of corporate governance by Tentiwal Wire Products Limited for the year ended 31st March, 2015, as

stipulated in Clause 52 of the Listing Agreement of the Company with the Stock Exchanges in India.

The Compliance of the condition of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedure and

implementation thereof. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and explanations given to us, we certify that the Company has complied with the conditions of corporate

governance as stipulated in the above mentioned clause of listing agreement.

We have been explained that no investor grievances remaining unattended/pending for a period exceeding one month as on 31st March, 2015.

We further state that such compliance is neither an assurance as to future viability of the Company the efficiency or effectiveness with which the management

has conducted the affairs of the Company.

FOR M/S B.B. Agrawal & Co.

(Chartered Accountants)

B.B. Agrawal

Partner

FRN No.: 000597C

Date: 30th May, 2015

Place: Mathura


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MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER’S CERTIFICATION We have reviewed the financial statements and cash flow statements for the year 2014-2015 and to the best to our knowledge and belief:

1. These statements do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading. 2. These statements present a true & fair view of the Company s affairs and are in compliance with existing accounting standards, applicable laws

and regulations; 3. There are to the best to our knowledge and belief, no transactions entered into by the Company during the year, which is fraudulent, illegal or in

violation to the Company s code of conduct. 4. We accept the responsibility to establishing and maintaining internal controls and that we have evaluated the effectiveness of the Internal control

system of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal control, if any, of which we are aware and the steps we have taken or proposed to take to rectify these deficiencies.

5. We further certify that:

There have been no significant changes in internal control during the year.

There have been no significant changes in according policies during the year and that the same has been disclosed in the notes to the financial statements; and

There have been no instances of significant fraud of which we become aware, involving management or any employee having a significant role in the Company s internal control system.

Sd/- Sd/- Place: Mathura Date: 30th May 2015 Radha Pad Tentiwala Deepti Tentiwala (Managing Director) (CFO) DIN No.: 00132785

Address: 45-A, Jagannath Puri, Mathura, 281001, Uttar Pradesh

COMPLIANCE WITH CODE OF CONDUCT The Company has adopted Code of Conduct for Directors and Senior Management Personnel In accordance with clause 52 of the Listing Agreement, we hereby certify that all the Directors and Senior Management personnel of the Company have affirmed with the code of conduct applicable to all the Directors and Senior Management, for the year ended March 31, 2015. Sd/- Place: Mathura Date: 30th May, 2015 Radha Pad Tentiwala

(Managing Director) DIN No.: 00132785

Address: 45-A, Jagannath Puri, Mathura, 281001, Uttar Pradesh


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ANNEXURE I-A

CRITERIA FOR EVALUATION

CRITERIA FOR EVALUATION OF THE BOARD AND NON-INDEPENDENT DIRECTORS AT A SEPARATE MEETING OF INDEPENDENT DIRECTORS

1. Composition of the Board and availability of multi-disciplinary skills.

Whether the Board comprises of Directors with sufficient qualifications and experience in diverse fields to make SF a versatile institution.

2. Commitment to good Corporate Governance Practices

a) Whether the company practises high ethical and moral standards.

b) Whether the company is fair and transparent in all its dealings with the stake holders.

3. Adherence to Regulatory Compliance

Whether the company adheres to the various Government regulations.....Local, State and Central, in time

4. Track record of financial performance

Whether the Company has been consistently recording satisfactory and profitable financial performance year on year adding to share holder value.

Whether the Company is transparent in all its disclosures on financial data.

5. Grievance redressal mechanism

Whether a proper system is in place to attend to the complaints / grievances from the shareholders, depositors, customers, employees and others quickly and fairly.

6. Existence of integrated Risk Management System

Whether the Company has an integrated risk management system to cover the business risks

7. Use of Modern technology

Whether the Company has an Integrated IT strategy and whether there is any system for periodical technology upgradation covering both hardware and software.

Criteria for evaluation of Independent Directors by the entire Board:

1. Qualifications & Experience

2. Standard of Integrity.

3. Attendance in Board Meetings / AGM

4. Understanding of Company's business

5. Value addition in Board Meetings

Criteria for evaluation of the Audit Committee by the Board:

1. Qualification & Experience of members

2. Depth of review of financial performance

3. Oversight of Audit & Inspection

4. Review of regulatory compliance

5. Fraud monitoring


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ANNEXURE I-B

DIRECTOR’S REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

1. Introduction 1.1 Tentiwal Wire Products Limited (TWPL) recognizes the importance of aligning the business objectives with specific and measureable individual

objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives: 1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company

successfully. 1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks. 1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives

appropriate to the working of the company and its goals.

2. Scope and Exclusion: 2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of

the directors, key managerial personnel and other employees of the Company.

3. Terms and References: In this Policy, the following terms shall have the following meanings:

3.1 Director means a director appointed to the Board of the Company.

3.2 Key Managerial Personnel means:

i. the Chief Executive Officer or the managing director or the manager; ii. the company secretary;

iii. the whole-time director; iv. the Chief Financial Officer; and v. such other officer as may be prescribed under the Companies Act, 2013

3.3 Nomination and Remuneration Committee means the committee constituted by TWPL S Board in accordance with the provisions of

Section 178 of the Companies Act, 2013 and Clause 52 of the Equity Listing Agreement.

4. Policy: 4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration

payable to the Executive Directors of the Company within the overall limits approved by the shareholders. 4.1.2 The Board, on the recommendation of the Nomination and Remuneration Committee, shall also review and approve the remuneration

payable to the Key Managerial Personnel of the Company.

4.1.3 The Company pays remuneration to its Managing Directors, Executive Directors and KMP s by way of Salary. The remuneration is

approved by the Board and is within the overall limits approved by the shareholders u/s 197 of the Companies Act, 2013 or in case of No profit or inadequacy of profit within the overall limits of Schedule V of the Companies Act, 2013.

4.2 Remuneration to Non-Executive Directors:

4.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration

payable to the Non Executive Directors of the Company within the overall limits approved by the shareholders. 4.2.2 Non-Executive Directors may be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The Non

Executive Directors may also be entitled to profit related commission in addition to the sitting fees.

4.3 Remuneration to other employees 4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and

responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.


Page | 24

ANNEXURE I-C

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management's views on the Company's performance and future possibilities are discussed below:

INDUSTRY OUTLOOK:

WIRE:-

The Company produces Winding Wires made of Copper which are used in the manufacture of both rotating and static electrical equipments. Though there are number of players in the Industry including many in SSI sector, due to quality of our products and long standing relationship with OEM customers, we continue to remain Industry-Leader. Despite adverse operational conditions prevailing in the country, we have performed well. The overall capacity utilization of the Industry in the Country is marginally lower than the previous year. This is due to the sluggish demand from Electrical Equipment Manufacturing Sector which did not have adequate orders from Electric-Power Sector and infrastructural projects. Both Industrial & economic structure of the Industry remains affected due to high Cost of input, inflation, substantial volatility in Forex.

ALUMINIUM:-

For the period between 2010 to 2016, India would be the only country in the world registering a compounded annual growth rate in the consumption of aluminium. This would be a little above 1%. While China will slow down sharply, USA would remain stagnant for this corresponding period.

Companies in India are investing heavily in the aluminium sector. Hindalco Industries Ltd which is Asia's largest integrated primary producer of aluminium has already made a capital expenditure of US$ 5.5 billion, since 2009. This is a sure sign of dynamism in this sector.

The planned investment of over US$ trillion in infrastructure over the period ‐ 7, as per the th five year plan, would provide a great opportunity to the aluminium industry.

India's consumption of aluminium has grown at a CAGR of 15%, in the last 5 years.

In terms of aluminium consumption, power sector would lead the way, in the years ahead.

Strong trends also visible in areas like automotive, food packaging and electrical. For example tetra packs will grow at 22% p.a., in India. Aluminium industry would be a direct beneficiary of this.

India is importing aluminium products from various countries, across the world. The major items being imported are aluminium processing machinery, raw materials, surface treatment materials and plates/sheets/foils.

THE ALUMINIUM INDUSTRY IN INDIA India with its abundant supply of quality bauxite and low cost labour has established itself as a low cost producer of primary aluminium. Global primary aluminium production in 2012 was 45.2 million tonnes, with China accounting for an astounding 19.8 million tonnes or 44%. However, in India, the production of primary aluminium has stagnated around the 1.6 to 1.7 million tonne mark for the last three years. The three primary aluminium producers, viz. Hindalco, Vedanta and Nalco have expansion plans as well as greenfield projects that should take the production to 2.5 to 3.0 million tonnes in the foreseeable future.

Import and export of primary aluminium in India have increased over the years and kept pace with each other, making the sector increasingly globalised.

http://blog.alcircle.com/2013/09/03/the-aluminium-industry-in-india-a-brief-review/

http://blog.alcircle.com/wp-content/uploads/2013/09/Primary-aluminium-production.jpg


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Recycled (secondary) aluminium production has surged in India, driven strongly by the demand for castings from the automotive sector. As the generation of aluminium scrap is limited within the country, scrap imports have grown significantly. However, the recent imposition of 2.5% customs duty on aluminium scrap import will act as a damper and some slow-down in the recycled aluminium sector can be foreseen. The total aluminium usage (primary plus secondary) in the country is estimated at around 2.5 million tonnes in 2012. The principal user segment in India for aluminium continues to be electrical & electronics sector followed by the automotive & transportation, building & construction, packaging, consumer durables, industrial and other Applications including Defense.

ompany is basically dealing with two kind of products i.e.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE: Your Company is basically dealing with two kinds of products i.e. Winding Wires made of Copper and Aluminium Extrusion. Despite adverse operating condition, we have almost maintained production level. Sale income is marginally lower. Profit during the year under review is lower due to higher depreciation.

OPPURTUNITIES AND THREATS:

Increasing global and indigenous demand of our product segments is certainly is good growth indicator for us but ever increasing debt & cost of principal raw materials is a worry in the future to come.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS INCLUDING NUMBER OF PEOPLE EMPLOYED: Industrial relations during the year were generally satisfactory.

INITIATIVES: At TWPL our main focus is on delivering utmost quality products to our diversified clientele; further to bring down our cost of production we are focusing mainly on capacity expansion so as to bring more economies of scale.

CAUTIONARY STATEMENT Statements in this Management Discussion and Analysis describing the company objectives, estimates and expectations may be Forward Looking statements within the meaning of applicable laws and regulations. Actual performance may differ substantially or materially from those expressed or implied

DISCLAIMER: THE ABOVE MENTIONED REPORT IS BASED ON INTERNET SOURCE.

http://blog.alcircle.com/wp-content/uploads/2013/09/Primary-aluminium-import-export.jpg

http://blog.alcircle.com/wp-content/uploads/2013/09/Aluminium-usage-by-end-use-sector2012.jpg


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ANNEXURE II

FORM NO. AOC-2

(PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2) OF THE COMPANIES

(ACCOUNTS) RULES, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1)

of section 188 of the Companies Act, including certain arm s length transactions under third proviso thereto. 1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM’S LENGTH BASIS

All transactions entered into by the Company during the year with related parties were on an arm s length basis. 2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM’S LENGTH BASIS The transactions entered into by the Company during the year with related parties on an arm s length basis were not material in nature.

Place: Mathura

Date: 30/05/2015

Radha Pad Tentiwala (Managing Director)

ANNEXURE II-A

POLICY ON RELATED PARTY TRANSACTIONS The Company shall enter into transactions with related parties only on arm s length basis, supported by agreement or formal letter. If the transaction is not on arm s length basis, then, necessary compliances under Companies Act, and / or Listing Agreement will be adhered

to. For the purpose of the above clause, transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the company as per the last audited financial statements of the company


Page | 27

ANNEXURE III

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies

(Accounts) Rules, 2014.

Conservation of Energy:

The Company has taken necessary measure to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

The company has employed state-of-the-art technology, wherever applicable.

Expenditure on R & D : NIL

Foreign Exchange Earning and Outgo:

Earnings : NIL

Outgo : NIL


Page | 28

Annexure-IV

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31/03/2015

[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:

1) CIN: L31101UP1994PLC016107

2) Registration Date: 09/02/1994

3) Name of the Company: Tentiwal Wire Products Limited

4) Category / Sub-Category of the Company: Company limited by shares

5) Address of the registered office and contact details: Delhi Masani Road, Radhey Shyam Colony, Mathura- 281003

6) Whether listed company Yes / No : YES

7) Name, Address and Contact details of Registrar and Transfer Agent, if any: Sharepro Services (India) Private Limited, 13AB, Samhita Warehousing

Complex, 2nd floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai-400072, Ph. No.-022-

61915400/5402

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. Aluminium Extrusion 76042100/76042930 62.15%

2. Submersible Winding Wire 85441100 30.19%

3. others - 7.66%

TOTAL 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary / Associate % of shares held Applicable Section

N.A

IV. 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

(As on 01-04-2014)

No. of Shares held at the end of the year

(As on 31-03-2015)

%

Change during the year

Demat Physical Total % of total

shares

Demat Physical Total % of total

shares

A. Promoters (1) Indian

a) Individual/HUF

3252685

Nil

3252685

59.97%

3252685

Nil

3252685

59.97%

NIL

b) Central Govt

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

c) State Govt(s)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil


Page | 29

d) Bodies Corp

Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

f) Any Other Nil

Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (A) (1):- 3252685 NIL 3252685

59.97% 3252685 NIL 3252685

59.97% NIL

(2) Foreign

a) NRIs - Individuals Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

b) Other – Individuals

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

c) Bodies Corp.

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

d) Banks / FI

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

e Any Other…. Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

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

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Total shareholding of Promoter

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

3252685

NIL

3252685

59.97%

3252685 NIL

3252685

59.97%

Nil

B. Public Shareholding

1.Institutions

a) Mutual Funds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

b) Banks / FI

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

c) Central Govt

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

d) State Govt(s)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

e) Venture

Capital Funds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

f) Insurance

Companies

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

g) FIIs

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

h) Foreign

Venture Capital Funds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(i) Others (Market Makers)

300000 Nil 300000 5.53% 410000 Nil 410000 7.56 2.03%

Sub-total (B)(1):-

300000 Nil 300000 5.53% 410000 Nil 410000 7.56 2.03%

2. Non Institutions

(a) Bodies Corp.

i) Indian 130000

Nil

130000

2.40%

60000

NIL

60000

1.11%

(1.29%)

ii) Overseas

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil


Page | 30

(b) Individuals

i) Individuals (capital<= Rs. 1 Lakh)

560000 2700 562700 10.37% 310000 2700 312700 5.77% (4.60%)

ii) Individuals (capital> Rs. 1 Lakh)

953700 225000 1178700 21.73% 1163700 225000 1388700 25.60% 3.87%

(c) Other (specify) Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Sub Total (B)(2):-

1643700 227700 1871400 34.50% 1533700 227700 1761400 32.47% (2.03%)

Total Public Shareholding

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

1943700 227700 2171400 40.03% 1943700 227700 2171400 40.03% Nil

C. Shares held by Custodian

for GDRs & ADRs

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Grand Total (A+B+C) 5196485 227700

5424085

100%

5196385

227700

5424085

100%

Nil

(ii) Shareholding of Promoters

Sl No Shareholder s Name

Shareholding at the beginning of the year Shareholding at the end of the year

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered to

total shares

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered

to total shares

% change in

share holding

during the year

1. Radha Pad Tentiwala 834600 15.39 Nil 834600 15.39 Nil Nil

2. Kumkum Tentiwala 800000 14.75 Nil 800000 14.75 Nil Nil

3. Radha Pad Tentiwala (HUF) 313800 5.78 Nil 313800 5.78 Nil Nil

4. Deepti Tentiwala 295000 5.44 Nil 295000 5.44 Nil Nil

5. Upasna Sharma 210200 3.87 Nil 210200 3.87 Nil Nil

6. Damyanti Sharma 180000 3.32 Nil 180000 3.32 Nil Nil

7. Neelesh Tentiwala 175200 3.23 Nil 175200 3.23 Nil Nil

8. Parag Sharma 172285 3.18 Nil 172285 3.18 Nil Nil

9. Neelesh Tentiwala (HUF) 125100 2.31 Nil 125100 2.31 Nil Nil

10. Pooja Sharma 76500 1.41 Nil 76500 1.41 Nil Nil

11. Arvind Kumar Sharma 20000 0.37 Nil 20000 0.37 Nil Nil

12. Bhawna Pachauri 15000 0.28 Nil 15000 0.28 Nil Nil

13. Dinesh Pachori 15000 0.28 Nil 15000 0.28 Nil Nil

14. Reema Sharma 10000 0.18 Nil 10000 0.18 Nil Nil

15. Sangeeta Pachori 10000 0.18 Nil 10000 0.18 Nil Nil

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

Sl. No.

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares

% of total shares of

the company

No. of shares

% of total

shares of the

company

1. At the beginning of the year

N.A

2. Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease

At the End of the year


Page | 31

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

Sl.

No

Name of the Shareholders Shareholding at the beginning of the year-

31.03.2014

Cumulative Shareholding during

the

year- 31.03.2015

No. of shares

% of total shares of the

company

No. of shares

% of total shares

of the company

1. Hem Securities Ltd. 300000 5.53 % 410000 7.56%

2. Ashok Kumar Agarwal 160000 2.9498 160000 2.9498

3. Devendra Pachoriya (HUF) 150000 2.7654 150000 2.7654

4. Ashutosh Kumar Jaitley 95000 1.7514 95000 1.7514

5. Usha Rani Sharma 90000 1.6593 90000 1.6593

6. Saurabh Agrawal 90000 1.6593 90000 1.6593

7. Digent Prashant bamb 30000 0.5531 90000 1.6593

8. Bal Kishan Chaurasiya 75000 1.3827 75000 1.3827

9. Krishan Kumar 43700 0.8057 43700 0.8057

10. Ghanshyam Dubey 40000 0.7375 40000 0.7375

11. Mishra Anand Kumar 40000 0.7375 40000 0.7375

(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. Radha Pad Tentiwala

(At the beginning and at the end of the year-

No change for the year ended 31.03.2015)

834600 15.3869 - -

2. Kumkum Tentiwala



800000 14.7490 - -

3. Neelesh Tentiwala



175200 3.2300 - -

4. Parag Sharma (At the beginning and at the end of the year- No change for the year ended 31.03.2015)

172285 3.1763 - -

5. Anil Kulshreshtha

(At the beginning and at the end of the year- No change for the year ended 31.03.2015)

- - - -

6. Nand Kumar Misra



- - - -

7. Jainendra Kumar Sharma Katara*



- - - -

8. Vandana Kaushik*



- - - -

9. Subhash Chand



1500 0.0277 - -

10. Vimla Sharma*



- - - -

11. Govind Sharma3



- - - -

12. Deepti Tentiwala



295000 5.44 - -

13. Rohit Verma



- - - -


Page | 32

14. Gaurav Rajoriya



- - - -

* Ms. Vandana Kaushik, Mrs. Vimla Sharma, Mr. Jainendra Kr. Sharma Katara and Mr. Gaurav Rajoriya have been resigned from the board on 01/09/2014, 17/03/2015, 30/04/2015

and 14/08/2014 respectively.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year. i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

1985.94 Nil Nil

337.62 Nil Nil

Nil Nil Nil

2323.56 Nil Nil

Total (i+ii+iii)

1985.94

337.62

Nil

2323.56

Change in Indebtedness during the financial year

Addition

Reduction

3245.00 (2641.67)

149.79 (31.50)

Nil Nil

3394.79 (2673.17)

Net Change

603.33 118.29 Nil 721.62

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

2589.26 Nil Nil

455.91 Nil Nil

Nil Nil Nil

3045.17 Nil Nil

Total (i+ii+iii) 2589.26 455.91 Nil 3045.18

VI. 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

(in Rs.)

Radha Pad

Tentiwala

Kumkum

Tentiwala

Neelesh

Tentiwala

Parag

Sharma

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) of Income Tax Act, 1961 (c) Profit in lieu of salary u/s 17(3) of Income Tax At, 1961

12,00,000 Nil Nil

5,40,000 Nil Nil

5,40,000 Nil Nil

5,40,000

28,20,000 Nil Nil

2. Stock option Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil

4. Commission - as % of profits - others

Nil Nil

Nil Nil

Nil Nil

Nil Nil

5. Others Nil Nil Nil Nil Total A 12,00,000 5,40,000 5,40,000 5,40,000 28,20,000


Page | 33

B. REMUNERATION TO OTHER DIRECTORS:

Sl.

No.

Particulars of Remuneration Name of Directors

Total

Amount

(In Rs.)

1. 1. Independent Directors Nand

Kumar

Misra

Anil

Kulshreshtha

J.K. S.

Katara

Subhash

Chand

Vandana

Kaushik

Govind

Sharma

Fee for attending board / committee meetings

Nil Nil Nil Nil Nil Nil Nil

Commission Nil Nil Nil Nil Nil Nil Nil

Others Nil Nil Nil Nil Nil Nil Nil

Total (1) Nil Nil Nil Nil Nil Nil Nil

2. Other Non-Executive Directors

Fee for attending board / committee meetings

Nil Nil Nil Nil Nil Nil Nil

Commission Nil Nil Nil Nil Nil Nil Nil

Others Nil Nil Nil Nil Nil Nil Nil

Total (2) Nil Nil Nil Nil Nil Nil Nil

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

Total Managerial Remuneration Nil Nil Nil Nil Nil Nil Nil

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

Sl. No.

Particulars of Remuneration Key Managerial Personnel Total Amount

(In Rs.) (In Lacs)

Deepti Tentiwala

(CFO)

Rohit Verma

(Company Secretary)

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) of Income Tax Act, 1961 (c) Profit in lieu of salary u/s 17(3) of Income Tax At, 1961

2.50 Nil Nil

2.73 Nil Nil

5.23 Nil Nil

2. Stock option

Nil Nil Nil

3. Sweat Equity

Nil Nil Nil

4. Commission - as % of profits - others

Nil Nil

Nil Nil

Nil Nil

5. Others

Nil Nil Nil

Total A 2.50

2.73

5.23

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

During the year 2014-15, there were no penalties/punishment/compounding of offences under Companies Act, 2013.


Page | 34

ANNEXURE-V

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015

[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 AND RULE 9 OF THE COMPANIES (APPOINTMENT AND REMUNERATION PERSONNEL)

RULES, 2014]

To,

The Members,

Tentiwal Wire Products Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tentiwal Wire Products 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 our opinion thereon.

Based on my verification of the Company 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 my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Tentiwal Wire Products Limited

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 and the Companies Act, 1956 (to the extent applicable);

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. 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; (Not applicable to the Company during the

Audit period);

v. 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 (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992;

c) The Company has not issued any securities during the year under review and hence the question of compliance of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 does not arise;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Not applicable to the Company during the Audit period) Not applicable to the company as the company did not have any

any scheme for its employees during the financial year under review.

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit period) Not applicable to the company as the company has not issued any debt securities during

the financial year under review.

f) 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;

g) During the year under review, the Company has not delisted its Securities from an of the Stock Exchange in which it is listed and hence the compliance of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009, ( not

applicable as the company has not delisted its equity shares from stock exchange during the financial year under review)


Page | 35

h) The Company has not bought back any Securities during the period under review and hence the question of complying with the provisions of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 does not arise - Not applicable

as the company has not bought back any of its securities during the financial year under review.

i) We have reviewed the systems and mechanisms established by the Company for ensuring compliances under the other applicable Act, Rules, Regulations and Guidelines prescribed under various laws which are applicable to the Company and categorized under the following major heads/ groups:

Factories Act, 1948

Industrial Disputes Act, 1947

Bonus Act, 1965

The Payment of Wages Act, 1936

The Minimum Wages Act, 1948

The Environment (Protection) Act, 1986 I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with BSE SME (Stock Exchange).

(iii) During the period under review the Company has complied with the provisions of the Act:, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

With respect to Fiscal laws such as Income Tax, Central Excise Act, VAT Act, Central Sales Tax and Service Tax based on the information &

explanations provided by the management and officers of the Company and also on verification of reports of professionals including reports

of Internal Audit, I report that adequate systems are in place to monitor and ensure compliance of fiscal laws as mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, 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 exist for seeking and obtaining further information and clarifications on the agenda items before the meeting and

for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the company for commensurate with the size and operations of the

company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Agra SD/-

Date: 30/05/2015 Pramod Kumar Sharma

(Company Secretary in Practice)

M. No.: 5461

CP No.: 4911


Page | 36

INDEPENDENT AUDITOR’S REPORT

To

The Members, Tentiwal Wire Products Limited,

Mathura, Report on the Financial Statements We have audited the accompanying standalone financial statements of Tentiwal Wire Products Limited the Company , which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss Statement, the Cash Flow Statement for the year then ended, and a summary of 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 of the Companies Act, the Act with respect to the preparation and presentation of these financial statements that give true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Companies Act,read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility Our responsibility is to express an opinion on these standalone 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 misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessments of the risk 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 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 operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company`s Directors , as well as evaluating the overall presentation of the financial statements. 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.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give 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 March31,2015, and its profit and its cash flow for the year ended on that date.


Page | 37

Report on Other Legal and Regulatory Requirements 1. As required by the Companies Auditor s Report Order, the order issued by the Central the Government of )ndia in terms of

sub- section (11)of Section 143 of the Act,we give in the annexure a statement on the matters specified in the paragraphs 3 and 4 of the order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that: (a) We have sought and obtained all the information and explanation which to the best of our knowledge and beliefs were

necessary for the purpose of our audit: (b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our

examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss and 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) On the basis of the written representations received from the directors as on March 31, 2015,and taken on record by the Board

of directors, none of the directors is disqualified as on March 31, 2015,from being appointed as a director in terms of Sections 164(2) of the Act.

(f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor`s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules,2014:

(i) The Company does not have any pending litigations which would impact its financial position. (ii) The Company did not have any long-term contracts including derivative contracts for which there were any material

foreseeable losses. (iii) There were no Amounts which required to be transferred by the Company to the Investor Education and Protection

Fund.

For B. B. Agrawal & Co.

Chartered Accountants

(FRN. 000597C)

Place : Mathura

Date : 30/05/2015 Sd/-

(B.B.Agrawal)

(Partner)

Membership No. 015698


Page | 38

ANNEXURE TO THE AUDITOR’S REPORT [Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of Tentiwal Wire Products Limited on the accounts of the company for the year ended 31st March, 2015) On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that: (i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, fixed assets have been physically verified by them during the year in accordance with the regular programme of verification adopted by them which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

(a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at regular intervals by the Management.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies

Act, 2013:

According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures

commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services, during the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) The company has not received any public deposits during the year.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government under Section 148 (1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have n o t p r o p e r l y made and maintained. We have, however, not made a detailed examination of these records with a view to determining whether they are accurate or complete.

(vii) In respect of statutory dues: (a) According to the records of the company and information and explanations given to us, the Company has generally been regular

in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Service Tax, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax,

Custom Duty, Excise Duty, Sales-tax, VAT, Cess and other material statutory dues in arrears/were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

(c) There were no amounts which required to be transferred by the company to the Investor Education and Protection Fund.


Page | 39

(viii) The company does not have the accumulated losses at the end of financial year. The company has not incurred any Cash losses

during the financial covered by our Audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year;

(xi) The Term loans taken by the company have been applied for the purpose for which they were raised.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For B. B. Agrawal & Co.


(FRN. 000597C)

Place : Mathura

Date : 30/05/2015 Sd/-

(B.B.Agrawal)

(Partner)

Membership No. 015698


Page | 40

BALANCE SHEET AS AT 31ST

MARCH, 2015

in rupees

Particulars Note No As at 31st March, 2015 As at 31st March, 2014

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 54,240,850.00 54,240,850.00

(b) Reserves and Surplus 2 32,027,957.37 29,578,502.14

(c) Money received against Share Warrants

(2) Share Application money pending allotment

(3) Non-Current Liabilities

(a) Long Term Borrowings 3 87,424,045.72 75,536,445.09

(b) Deferred Tax Liabilities (Net) 4 1,989,662.66 2,231,919.47

(c) Other Long Term Liabilities 5 - 1,831,579.00

(d) Long Term Provisions 6 179,858.00 149,132.00

(4) Current Liabilities

(a) Short Term Borrowings 7 217,094,115.59 156,819,836.00

(b) Trade Payables 8 62,789,758.55 21,271,842.38

(c) Other Current Liabilities 9 9,511,920.00 18,659,722.80

(d) Short Term Provisions 10 20,739.00 130,488.00

Total 465,278,906.89 360,450,316.88

II.ASSETS

(1) Non Current Assets

(a) Fixed Assets

(i) Tangible Assets 11 67,926,086.38 64,941,557.83

(ii) Intangible Assets 11 - -

(iii) Capital Work-In-Progress 11 57,272,029.99 49,394,622.00

(iv) Intangible Assets under development - -

(b) Non Current Investments - -

(c) Deferred Tax Assets (Net) - -

(d) Long Term Loans and Advances 12 4,403,168.00 1,437,592.54

(e) Other Non Current Assets

13 70,882.00 281,411.00


Page | 41

(2) Current Assets

- -

(a) Current Investments - -

(b) Inventories 14 238,698,060.00 162,461,583.90

(c) Trade Receivables 15 72,437,433.25 42,076,574.83

(d) Cash and Cash Equivalents 16 7,371,437.85 9,190,587.31

(e) Short Term Loans and Advances 17 6,505,172.26 26,320,900.47

(f) Other Current Assets 18 10,594,637.16 4,345,487.00

Total 465,278,906.89 360,450,316.88

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

For B.B.Agrawal & Co.


(FRN : 000597c) Sd/- Sd/-



DIN:00132785 DIN: 00132858

Sd/-

B.B.Agrawal

Partner

Membership No. 015698 Sd/- Sd/-

Deepti Tentiwala Rohit Verma

Place : Mathura (Chief Financial Officer) (Company Secretary)

Date : 30.05.2015


Page | 42

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

in rupees

Particulars Note No 2014-2015 2013-2014

I. Revenue from Operations 19 373,666,540.50 443,948,940.88

II. Other Income 20 660,442.88 3,009,642.80

III. Total Revenue (I +II) 374,326,983.38 446,958,583.68

IV. Expenses:

Cost of Materials Consumed 21 231,437,344.11 168,297,483.24

Purchase of Stock-in-Trade 22 118,829,941.10 237,074,323.00

Changes in inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

23 (75,271,202.54) (36,893,435.61)

Employee Benefit Expense 24 9,565,441.00 7,433,995.00

Financial Costs 25 31,604,005.19 23,778,757.68

Depreciation and Amortization Expense 11 15,083,757.00 6,426,890.00

Other Expenses 26 37,971,602.42 29,353,618.92

Total Expenses 369,220,888.28 435,471,632.23

V. Profit before Exceptional and Extraordinary

Items and Tax

(III-IV) 5,106,095.10 11,486,951.45

VI. Exceptional Items

VII. Profit before Extraordinary Items and Tax (V-VI) 5,106,095.10 11,486,951.45

VIII. Extraordinary Items

IX. Profit before tax (VII-VIII) 5,106,095.10 11,486,951.45

X. Tax Expense:

(1) Current Tax 2,568,280.21 2,990,653.00

(2) Deferred Tax (242,256.81) 572,435.17

XI. Profit/(Loss) from the perid from Continuing

Operations

(IX-X) 2,780,071.70 7,923,863.28

XII. Profit/(Loss) from Discontinuing Operations - -

XIII. Tax Expense of Discounting Operations


Page | 43

XIV. Profit/(Loss) from Discontinuing Operations (XII-XIII) - -

XV. Profit / (Loss) for the period (XI+XIV) 2,780,071.70 7,923,863.28

XVI. Earning per Equity Share: 27

(1) Basic 0.51 1.46

(2) Diluted 0.51 1.89




(FRN : 000597c) Sd/- Sd/-



DIN:00132785 DIN: 00132858

Sd/-

B.B.Agrawal Partner




Date : 30.05.2015


Page | 44

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

in rupees

2014-2015 2013-2014

A: CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax as per Profit and Loss Statement 5,106,095.10 11,486,951.45

Adjusted for :

Depreciation / Amortisation and Depletion Expenses 15,196,357.00 6,426,890.00

Dividend income (586.50) (2,340.00)

Other adjustment for which cash effect are investing or financing cash flow 3,774.00 (16,266.43)

Other non cash items 536,966.00 514,224.00

Financial Cost 31,604,005.19 23,778,757.68

Total adjustment to profit 47,340,515.69 30,701,265.25

Operating Profit Before working Capital Change

Adjusted for :

Trade and Other Receivables 30,360,858.42 1,978,026.20

Inventoties 76,236,476.10 (38,218,143.54)

Trade and Othrt Payables (41,517,916.17) (4,412,040.73)

Other Current and non-current assets (10,811,531.59) (19,008,978.48)

Other Current and non-current liabilities 10,979,381.00 16,555,193.74

Provisions (119,638.44) 62,842.00

Total adjustments for working capital 65,127,629.32 (43,043,100.81)

Total adjustments forreconcile profit(loss) 17,787,113.63 (12,341,835.56)

Net Cash from operating Activities (12,681,018.53) (854,884.11)

B: CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (26,058,293.54) (90,602,460.00)

Sale of Fixed Asstes - 3,660,777.00

Dividend Income 586.50 2,340.00

Net Cash (used in) investing Activities (26,057,707.04) (86,939,343.00)

C: CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue Share Capital - 21,190,000.00

Proceeds from long Term Borrowings 11,887,600.63 79,825,200.00

Short Term Borrowings (Net) 60,274,279.59 -


Page | 45

Interest Paid (31,604,005.19) (23,778,757.66)

Other Inflows( outflows) of cash - (4,211,186.00)

Net Cash (used in)Generated from financing Activities 40,557,875.03 73,025,256.34

Net increase (decrease) in cash and cash equivatents 1,819,149.46 (14,768,970.77)

Opening Balance of Cash and Cash Equivalents 9,190,587.31 23,959,558.08

Closing Balance of Cash and Cash Equivalents 7,371,437.85 9,190,587.31




(FRN : 000597c) Sd/- Sd/-



DIN:00132785 DIN: 00132858 Sd/-

B.B.Agrawal

Partner





Page | 46

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST

MARCH, 2015

The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation.

Particulars As at 31-03-2015 As at 31--03-2014

Note '1' Share Capital

Authorized Share Capital

65,00,000 Equity Shares of Rs.10/- each 65,000,000.00 65,000,000.00

(Previous Year 65,00,000 Equity Shares of Rs. 10/ each

65,000,000.00 65,000,000.00

Issued Subscribed and fully paid Capital

54,24,085 Equity Shares of Rs.10/- each 54,240,850.00 54,240,850.00

(Last Year 54,24,085 Equity Shares of Rs. 10/-each)

54,240,850.00 54,240,850.00

The details of Shareholders holding more than 5% shares No of shares % held No of shares % held

Name of the Shareholders

1.Deepti Tentiwala 2,95,000 5.44% 2,95,000 5.44%

2.Kumkum Tentiwala 8,00,000 14.75% 8,00,000 14.75%

3.Radhapad Tentiwala 8,34,600 15.39% 8,34,600 15.39%

4.Radhapad Tentiwala HUF 3,13,800 5.79% 3,13,800 5.79%

5.Hem Securities Ltd. 3,10,000 5.72% 3,10,000 5.72%

The reconciliation of the number of shares outstanding is set out below:

No of shares No of shares

Equity Shares at the beginning of the year 54,24,085 37,94,085

Add- Shares issue during the year -- 16,30,000

Equity Shares at the end of the year 54,24,085 54,24,085

Note '2' Reserves and Surplus

(a) Securities Premium Reserve 4,890,000.00 4,890,000.00

(b) General Reserve

(c) Profit and Loss Account 27,137,957.37 24,688,502.14

32,027,957.37 29,578,502.14

Profit and Loss Account

As per last Balance Sheet 24,688,501.67 16,799,851.86

Add Profit/Loss for the year 2,780,071.70 7,923,863.28

27,468,573.37 24,723,715.14

Less: Adjustment during the year 3,774.00 35,213.00

Less: Adjustment releting to Fixed Assets (Refer Note No.11 ) (112,600.00) -

Less: Tax Deposit last year (221,790.00) -

Less Transfer to General Reserve 0 -

27,137,957.37 24,688,502.14


Page | 47

Note '3' Long- Term Borrowings

Secured Loan

Term loans

* from Bank 71,174,713.72 70,886,445.09

Unsecured Loan

(a) Term loans

* from Bank 11,207,211.00 -

* From Other Parties 3,542,121.00 -

(b) Loans and Advances from Related Parties 1,500,000.00 4,650,000.00

87,424,045.72 75,536,445.09

Note '4' Defferred Tax Liability (Net)

Defferred Tax Liability : Related to Fixed Addets 2,231,919.47 2,231,919.47

Less-Defferred Tax Assets : Related to Fixed Assets (242,256.81)

1,989,662.66 2,231,919.47

Note '5' Other Long Term Liabilities

(a) Trade Payables - 1,301,579.00

(b) Others (Die Securicity) - 530,000.00

- 1,831,579.00

Note '6' Long Term Provisions

Provision for Employee Benefits 179,858.00 149,132.00

179,858.00 149,132.00

Note '7' Short-Term Borrowings

Secured Borrowings

Loans Repayable on demand

* from Bank 187,752,055.39 127,707,929.00

Unsecured Borrowings

Loans repayable on demand

* from Bank 29,342,060.20 29,111,907.00

217,094,115.59 156,819,836.00

From Unsecured borrowing deducted Rs.1,43,189.80 (Debit Balance) of Aditya Birla Finance company Ltd. for Raw Material against bank guarantee from Hindalco Industries Ltd.

Note '8' Trade Payables

Sundry Creditors Goods 62,701,758.55 21,147,112.09

Sundry Creditors Others 88,000.00 124,730.29

62,789,758.55 21,271,842.38

Note '9' Other Current Liabilities

(a) Current Maturities of Long Term Debts 4,747,500.00 16,395,410.00

(b) Interest Accrued and due on Borrowings 98,859.00 161,266.00

Advance From Customers 2,174,591.00 849,838.00

Statutory Remittances 7,219.00 -

Payable to Employees 1,649,211.00 736,483.00

Others (Security Deposit) 791,500.00 -

Others 43,040.00 516,725.80

9,511,920.00 18,659,722.80


Page | 48

Note '10' Short Term Provisions

(a) Provision for Employee Benefits - 2,954.00

(b) Others 20,739.00 127,534.00

20,739.00 130,488.00

Note '12' Long Term Loans and Advances

Unsecured, considered good

(1) Capital Advance 2,516,068.00 -

(2) Security Deposits 1,887,100.00 1,437,592.54

4,403,168.00 1,437,592.54

Note '13' Other Non Current Assets

Long Term Trade Receivables - -

Other Capital Advance 70,882.00 -

Claim on Excise Department - 266,881.00

Due on SIDBI Bill - 14,530.00

70,882.00 281,411.00

Note '14' Inventories

(a) Raw Materials 4,590,629.98 1,911,528.06

(b) Work-in-Progress 150,500,000.00 91,600,000.00

(c) Finished Goods 83,234,630.02 68,650,055.84

(d) Packing Materials 372,800.00 300,000.00

238,698,060.00 162,461,583.90

Note '15' Trade Receivables

Outstanding for a period exceeding six months

Unsecured, considered good 6,263,869.07 6,190,157.79

Others

Unsecured, considered good 66,173,564.18 35,886,417.04

72,437,433.25 42,076,574.83

Note '16' Cash and Cash Equivalents

(a) Balance with Banks 1,966,655.98 1,933,257.75

(b) Cash in Hand 1,169,494.87 3,016,571.87

(c) FDR with Banks 4,235,287.00 4,240,757.69

7,371,437.85 9,190,587.31

Note '17' Short-Term Loans And Advances

Loans and advances to related parties

Others(Specify nature)

Unsecured, considered good

Balance With Government Authorities 5,763,247.26 5,309,479.15

Capital Advance 741,925.00 9,577,810.49

Advance given to Suppliers - 11,415,165.83

Advance Tax - 18,445.00

6,505,172.26 26,320,900.47


Page | 49

Note '18' Other Current Assets

Miscellaneous Expensiture not written off

Preliminary Expenditure not written off 4,508,521.00 4,345,487.00

Other Advances 6,086,116.16 -

10,594,637.16 4,345,487.00

Note '19' Revenue From Operations

Sale of Products 404,088,671.50 466,610,117.88

404,088,671.50 466,610,117.88

Less: Excise duty 30,422,131.00 22,661,177.00

373,666,540.50 443,948,940.88

Note '19A' Sale of Products

Sale of manufactured goods 283,980,610.60 226,179,799.35

Consignment sale 119,979,115.90 242,989,753.00

Export sale 128,945.00 -

Sale Return - (2,559,434.47)

404,088,671.50 466,610,117.88

Note '20' Other Income

Interest Income

Interest on Fixed Deposits 334,997.52 421,698.13

Interest on advance to Suppiler 262,028.75 1,289,338.24

Other Interest - 1,280,000.00

Dividend Income 586.50 2,340.00

Net gain/loss on sale of Investments - 16,266.43

Rate Difference 13,875.54 -

Other non-operating income 48,954.57 -

660,442.88 3,009,642.80

Note `21' Cost of Materials Consumed

Opening Stock of Raw Materials 1,911,528.06 601,130.13

Add- Purchases of Raw Materials 234,116,446.03 167,821,253.17

Add- Other Adjustment - 1,786,628.00

236,027,974.09 170,209,011.30

Less- Closing Stock of Raw Materials 4,590,629.98 1,911,528.06

231,437,344.11 168,297,483.24

Note '22' Purchase of Stock in Trade

Opening Stock of Materials

Add- Purchases of Materials 118,829,941.10 237,074,323.00

118,829,941.10 237,074,323.00

Less- Closing Stock of Materials - -

118,829,941.10 237,074,323.00


Page | 50

Note '23' Changes of Inventories

Opening Stock Work-in-Progress 91,600,000.00 92,000,000.00

Less- Closing Stock Work-in-Progress 150,500,000.00 91,600,000.00

(a) (58,900,000.00) 400,000.00

Opening Stock Finished Goods 66,863,427.48 31,356,619.87

Less- Closing Stock Finished Goods 83,234,630.02 66,863,427.48

Add: Increase/Decrease in Excise Duty on Inventories - (1,786,628.00)

(b) (16,371,202.54) (37,293,435.61)

Net Changes of Inventories (a+b) (75,271,202.54) (36,893,435.61)

Note '24' Employee Benefits

Salaries and Wages 9,444,168.00 7,396,402.00

Contribution to Provident and other Funds 61,912.00 36,594.00

Provision for Gratuties 30,726.00 -

Staff Welfare Expenses 28,635.00 999.00

9,565,441.00 7,433,995.00

Note '25' Finance Costs

Interest on Long Term Loans from Banks 4,954,595.13 5,528,652.09

Interest on Short Term Loans from Banks 21,101,426.06 14,478,571.00

Interest on shortfall in payment of Advance Tax - 28,726.00

Other Borrowing Costs 5,547,984.00 3,742,808.59

31,604,005.19 23,778,757.68

Note '26' Other Expenses

Manufacturing Expenses

Carriage Inwards 621,087.00 313,976.50

Electricity Expenses 5,726,031.00 5,111,109.00

Fuel and Gas 14,907,171.70 11,815,193.22

Machinery Maintinance 785,952.64 578,694.92

Job Work 523,381.30 172,353.00

Factory Insurance 515,185.00 505,670.00

23,078,808.64 18,496,996.64

Administrative and Other Expenses

Auditors Remuneration 96,180.00 55,618.00

Bank Charges 4,490,041.14 2,029,659.21

Car Expenses 110,552.00 111,541.00

Certification Expenses 348,211.00 209,576.00

Electric Expenses (Office) 117,404.06 160,840.23

Festival Expenses - 323,190.00

Legal & Professional Expenses 383,582.00 527,524.86

Postage & Courier 34,530.00 26,862.50

Printing & Stationery 66,334.00 92,400.00

Repair & Maintenance Building 430,373.00 63,320.00

Repair & Maintenance Others - 38,005.65

Telephone & Mobile Expenses 205,743.79 145,330.91


Page | 51

Tools & Dies Used & Reparing 735,934.00 453,625.00

Travelling Expenses 637,023.71 327,650.45

Travelling Expenses Foreign 86,252.00 25,400.00

Directors Salary 2,820,000.00 2,820,000.49

Deferred Revenue Expenses Written off 536,966.00 490,299.00

IPO Expenses - 160,715.00

Misc. & Other Office Expenses 432,856.86 689,237.41

Excise on Capital Goods 195,340.00 -

11,727,323.56 8,750,795.71

Selling and Distribution Expenses

Advertisment Expenses 66,204.52 29,621.29

Commission on Sale 803,075.00 265,271.00

Discount 13,822.00 32,216.00

Packing Materials Consumed 1,520,018.10 1,163,732.54

Freight, Insurance & Other Expenses 762,350.60 614,985.74

3,165,470.22 2,105,826.57

37,971,602.42 29,353,618.92

Note 26A Other Expenses

Misc. & Other Office Expenses

Computer Maintenance 19,211.00 46,629.00

Conveyance Expenses 8,089.43 13,583.88

Demat Account Charges 713.49 955.06

Donation 7,100.00 20,200.00

Misc. Expenses 146,862.70 111,353.80

Office Expenses 27,191.00 149,056.00

Rate Difference - 43,675.00

Repair & Maintenance Electrical 2,015.00 -

Rounded off 107.00 0.20

Sales Tax 500.00 1,140.00

Service Tax & Other Brokerage Charges 3,573.24 10,967.55

Bad Debts - 23,925.00

Webesite Development Expenses 2,500.00 -

Argon XI Cylinder Rent Charges 484.00 -

Service Tax Expenses 1,413.00 -

Excise Audit Expenses 10,185.00 -

Gift Expenses 33,600.00 -

Membership of Aluminium Association of India 5,618.00 -

Membership of FICCI 60,674.00 -

Muncipal Tax 37,727.00 -

Polution Expenses 15,000.00 -

Software Expenses 21,197.00 267,751.92

Excise Duty PLA 6.00 -

Tender Expenses 29,090.00 -

432,856.86 689,237.41


Page | 52

Note '11' Fixed Assets

S. No.

Description

Gross Block Depreciation Net Block

As At 01.04.2014 Addition /

Adjustment

Deduction /

Adjust

ment

Total As at

31.03.2015

As at

01.04.2014 For the year

Deduction /

Adjustment

As At

31.03.2015

As At

31.03.2015

As At

31.03.2014

Tangible

Assets

1 Land 8,846,272.40 - - 8,846,272.40 - - - -

8,846,272.40

8,846,272.40

2 Building 14,836,659.67 - - 14,836,659.67 2,196,541.00 1,243,918.00 -

3,440,459.00

11,396,200.67

12,640,118.67

3 Machinery 54,257,694.87 13,047,362.55 - 67,305,057.42 18,779,191.00 8,799,435.00 -

27,578,626.00

39,726,431.42

35,478,503.87

4 Testing Equipments 1,178,222.45 103,980.00

- 1,282,202.45 693,333.00 275,232.00

5,677.00 974,242.00 307,960.45 484,889.45

5 Tools & Dies 4,339,492.44 1,819,651.00 - 6,159,143.44 1,420,978.00 2,751,699.00 -

4,172,677.00

1,986,466.44

2,918,514.44

6 Generator 2,178,219.43 2,200,739.00 - 4,378,958.43 1,067,348.00 538,902.00

(5,457.00)

1,600,793.00

2,778,165.43

1,110,871.43

7 Air Conditioner 404,400.13 -

- 404,400.13 109,748.00 83,246.00

213.00 193,207.00 211,193.13 294,652.13

8 Electronic Equipment 351,529.40 58,703.00

- 410,232.40 213,357.00 53,808.00 - 267,165.00 143,067.40 138,172.40

9 Electric Weightment 82,694.92 2,500.00

- 85,194.92 36,415.00 9,203.00 - 45,618.00 39,576.92 46,279.92

10 Voltage 209,507.85 - - 209,507.85 152,003.00 24,905.00 - 176,908.00 32,599.85 57,504.85

11 Water Dispenser 99,179.30 -

- 99,179.30 53,718.00 14,742.00

537.00 68,997.00 30,182.30 45,461.30

12 Health Exercise Tools 62,000.30 -

- 62,000.30 24,039.00 7,196.00 - 31,235.00 30,765.30 37,961.30

13 Transformer 612,746.99 875,000.00 - 1,487,746.99 371,716.00 236,687.00 - 608,403.00 879,343.99 241,030.99

14 Furniture & Fixtures 370,985.20 -

- 370,985.20 220,308.00 43,976.00

7,824.00 272,108.00 98,877.20 150,677.20

15 Light Fitting 291,775.76 19,800.00 - 311,575.76 94,028.00 60,595.00 - 154,623.00 156,952.76 197,747.76

16 Computer 1,300,018.62 53,150.00 - 1,353,168.62 736,846.00 412,014.00

35,313.00

1,184,173.00 168,995.62 563,172.62

17 Car 5,645,996.28 - - 5,645,996.28 4,093,738.00 493,845.00

59,194.00

4,646,777.00 999,219.28

1,552,258.28

18 Cycle 5,260.02 - - 5,260.02 3,793.00 427.00 - 4,220.00 1,040.02 1,467.02

19 Bike 39,549.77 - - 39,549.77 21,823.00 4,767.00 - 26,590.00 12,959.77 17,726.77

20 Mobile 147,800.03 - - 147,800.03 92,159.00 29,160.00

9,299.00 130,618.00 17,182.03 55,641.03

21 Pistol 62,634.00 - - 62,634.00 - - - 62,634.00 62,634.00

-

Total 95,322,639.83 18,180,885.55 113,503,525.38

30,381,082.00

15,083,757.00

112,600.00

45,577,439.00

67,926,086.38

64,941,557.83

Capital Work-in-Progress

57,272,029.99

49,394,622.00

Previous Year 52,127,227.27 39,055,500.54 91,182,727.81

19,814,279.98

6,426,890.00 -

26,241,169.98

64,941,557.83

32,312,947.29

11.1 Capital Work in Progress in Machine as on 31.03.2015 Rs.5,52,84,856.79 includes Total amount Rs. 79,55,178.79 (Last year Rs 33,53,960/- as interest paid during the construction period.

11.2 Building Construction during the year amounts to Rs. 19,87,173.20 has not been capitalised because the construction work has not been completed. 11.3 Pursuant to the enactment of Companies Act 2013, the company has applised the estimated useful lives as spcified in Schedule II, except in respect of

certain assets as disclosed in Accounting Policy on Depreciation, Amortisation and Depletion. Accordingly the unamortised carrying value is being depreciated over the revised/ remaining useful lives.

11.4 The written down value of Fixed Assets whose lives have expired as at 1st April 2014 have been adjusted net of tax, in the opening balance of Profit and Loss Account amounting to Rs 1,12,600/-

11.5 The Gross Block of Fixed Assets includes Rs. 4,139,912 (Previous Year Rs.4,139,912) on account of change from net block method to gross block method since incorporation to 2004. The same amount has been changed in the depreciation for the same period.


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SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PREPARATION OF FINANCIAL STATEMENTS These financial statements have been prepared to comply with the Generally Accepted Accounting Principles in India (Indian GAAP), including the Accounting Standards notified under the relevant provisions of the Companies Act, 2013. The financial statements are prepared on accrual basis under the historical cost convention. (B) USE OF ESTIMATES The preparation of financial statements in conformity with Indian GAAP requires judgements, estimates and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/materialized.

(C) FIXED ASSETS Tangible Assets Tangible Assets are stated at cost net of recoverable taxes, trade discounts and rebates and include amounts added on revaluation, less accumulated depreciation and impairment loss, if any. The cost of Tangible Assets comprises its purchase price, borrowing cost and any cost directly attributable to bringing the asset to its working condition for its intended use. Subsequent expenditures related to an item of Tangible Asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Projects under which assets are not ready for their intended use are disclosed under Capital Work-in-Progress. (D) DEPRECIATION, AMORTISATION AND DEPLETION Tangible Assets Till the year ended March 31, 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements concerning depreciation of fixed assets. From the current year, Schedule XIV has been replaced by Schedule II to the Companies Act, 2013. The applicability of Schedule II has resulted in the changes related to depreciation of fixed assets. Unless stated otherwise, the impact mentioned for the current year is likely to hold good for future years also. Depreciation on Fixed Assets is provided to the extent of depreciable amount on the Written Down Value (WDV) Method). Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013. (E) INVENTORIES Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in case of by-products which are valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to their respective present location and condition. Cost of raw materials, process chemicals, stores and spares, packing materials, trading and other products are determined on net realizable value basis. (F) REVENUE RECOGNITION Revenue is recognized only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, excise duty, adjusted for discounts (net). Dividend income is recognized when the right to receive payment is established. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate applicable. (G) EXCISE DUTY / SERVICE TAX Excise duty /Service tax is accounted on the basis of both, payments made in respect of goods cleared / services provided from factory side. (H) EMPLOYEE BENEFITS Short Term Employee Benefits The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognized as an expense during the period when the employees render the services. These benefits include performance incentive and compensated absences. Post-Employment Benefits Defined Contribution Plans A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund, and Pension Scheme. The Company s contribution is recognized as an expense in the Profit and Loss Statement during the period in which the employee renders the related service. (I) BORROWING COSTS

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Profit and Loss Statement in the period in which they are incurred.


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(J) INCOME TAXES Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years/period. Deferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is virtual certainty that sufficient future taxable income will be available to realize the same. Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively enacted by the Balance Sheet date. (K) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statements.


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NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDING 31ST MARCH, 2015

Note 27 Earning Per Shares

Particulars 2014-2015 2013-2014

Profit after Tax( But indicating prior period adjustment and extra ordinary adjustment) 27,80,071,70 79,23,863.23

Total Equity Shares 5424085 5424085

Face Value of the Equity Share 10/- 10/-

Basic Earnings Per Share 0.51 1.46

Weighted Average no of equity Share 5424085 4201585

Face Value of the Equity Share 10/- 10/-

Adjusted Basic Earnings per Share 0.51 1.89

Note 28 Primary Segment Information (Rs.in lacs)

Particulars Manufacturing Trading Total

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14

Segment Revenue

Sale Domestic 2535.58 2035.18 1199.80 2404.30 3735.38 4439.48

Export -- -- 1.28 -- 1.28 --

Total 2535.58 2261.79 1201.08 2404.30 3736.66 4439.48

Segment Results 360.50 322.56

Other Income 6.60 30.09

Operating Profit 367.10 352.65

Unallocated Interest Expenses 316.04 237.78

Profit before Tax 51.06 114.87

Tax Expenses 25.68 29.90

Deferred Tax Liability (2.42) 5.72

Profit after Tax 27.80 79.23

Other Information -- --

Segment Assets 4080.06 3110.56

Segment Liabilities 3770.20 2743.99

Capital Expenditure 572.72 493.94

Depreciation/ Amortization and Depletion expense 150.83 64.26


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TENTIWAL WIRE PRODUCTS LIMITED REGISTERED OFFICE: DELHI MASANI ROAD, RADHEY SHYAM COLONY, MATHURA-281003

CIN NO.: L31101UP1994PLC016107

PROXY FORM

FORM NO. MGT-11

Name of Member(s): __________________________________________ E-mail ID: __________________________________________________

Registered Address: __________________________________________________________________________________________________________ _________________________________________________ Folio No. / DP ID and Client ID __________________________________________

I /We, _____________________________________ being member(s) of the above named company hereby appoint

1. Name: __________________________________________________, E-mail ID: ________________________________________________ Address: _____________________________________________________________________________ ___________________________________________________________________________Signature:

or failing him/her

2. Name: __________________________________________________, E-mail ID: ________________________________________________ Address: _____________________________________________________________________________ ___________________________________________________________________________Signature:

as my / our proxy to attend and vote for me / us on my / our behalf at the TWENTY FIRST ANNUAL GENERAL MEETING of the Company to be held on Wednesday, 30th September 2015 from. 10:30 A.M. at the registered office of the Company at Delhi Masani Road, Radhey Shyam Colony, Mathura-281003 and at any adjournment thereof in respect of such resolution as are indicated below:

Resolution No.

Particulars of Resolution Option

For Against

ORDINARY BUSINESS

1. Adoption of Financial Statements for the year ended on 31st March, 2015

2. Re-appointment of Mr. Neelesh Tentiwala, Director (DIN: 00132775), who retiring by rotation

3. Rectification of Appointment of Statutory Auditor

4. Appointment of Mr. Manoj Pandey (DIN: 01011681) as Non-Executive Director

5. Increase in Borrowing Power u/s 180(1)(c) of the Companies Act, 2013

6. Change of Name of the Company from Tentiwal Wire Products Ltd to Tentiwala Metal Products Ltd.

Signed this _________________ day of September, 2015. Signature of the Shareholder(s)

NOTE: 1. The Proxy to be effective should be deposited at the Registered Office of the Company not less than 48 hours before the commencement of

meeting. 2. )t is optional to put a X in the appropriate coloumn against the Resolution indicated in the box. )f you leave the For or Against coloumn blank

against any or all Resolution, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

Affix

Revenue

Stamp


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TENTIWAL WIRE PRODUCTS LIMITED REGISTERED OFFICE: DELHI MASANI ROAD, RADHEY SHYAM COLONY, MATHURA-281003

CIN NO.: L31101UP1994PLC016107

ATTENDANCE SLIP

Please complete this slip and hand it over at the entrance of the Meeting Hall. Name (in Block Letter) _______________________________________________

*DP ID _______________________________________________

*Client ID _______________________________________________

Registered Folio No.__________________

Shares held_______________________________________________

I hereby record my presence at the 21st Annual General Meeting of the Company held on Wednesday, 30th September 2015 from 10:30 A.M. at the registered office of the Company at Delhi Masani Road, Radhey Shyam Colony, Mathura-281003. Note: Please carry with you this Attendance Slip and hand over the same duly signed at the space provided, at the entrance of

the Meeting Hall.

Applicable for members holding shares in electronic form. ______________________________________________ (Signature of Shareholder/Proxy)


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NOTES__________________________________________________________________________________

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___________________________________________________________________________________________

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___________________________________________________________________________________________

Thank you

TENTIWAL WIRE PRODUCTS LTD.Reg. Office: Delhi Masani Road, Radhey Shyam Colony, Mathura-281003

CIN : L31101UP1994PLC016107

Telephone: +91-565-2530032, Fax: +91-565-2530033

E-mail: [email protected]

Website: http://www.tentiwal.co.in

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