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Ashnoor Textile Mills Ltd.

BSE: 507872 Sector: Industrials
NSE: N.A. ISIN Code: INE372I01018
BSE 00:00 | 29 Jul 33.00 1.05
(3.29%)
OPEN

33.35

HIGH

33.50

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NSE 05:30 | 01 Jan Ashnoor Textile Mills Ltd
OPEN 33.35
PREVIOUS CLOSE 31.95
VOLUME 5337
52-Week high 34.75
52-Week low 8.71
P/E 8.59
Mkt Cap.(Rs cr) 42
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.35
CLOSE 31.95
VOLUME 5337
52-Week high 34.75
52-Week low 8.71
P/E 8.59
Mkt Cap.(Rs cr) 42
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashnoor Textile Mills Ltd. (ASHNOORTEXTILE) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 37th Annual Report on theaffairs of the Company together with the Audited Accounts for the financial year ended onMarch 31 2020.

FINANCIAL PERFORMANCE AND OUTLOOK

(Rupees in Lakh)

PARTICULARS 2019-2020 2018-2019
Income (including other income) 13723.19 12869.41
Gross Profit prior to financial overheads and depreciation 969.73 1350.45
Financial Overheads 280.68 624.07
Depreciation 284.83 23359
Profit before Tax Exceptional and Extra-Ordinary Items 404.22 492.79
Exceptional and Extra-Ordinary Items 3.13 (-)2.51
Profit before Tax 407.35 490.28
Income/Deferred Tax 83.91 75.99
Profit after Tax-available for appropriation 323.44 414.29
Basic Earnings Per Share 2.59 3.32

During the year under review revenue from operations increased marginally by 6.51%from Rs.12854.43 lakh in previous year to Rs.13691.45 lakh in current financial year.However profits after tax reduced by 21.93% from Rs.414.29 lakh in the previous year toRs.323.44 lakh in the current financial year primarily due to higher cost of raw meterialand impact of Covid-19 in last forthnight of the March 2020. The Company is carryingbusiness activities only in one segment. The Company has incurred capital expenses ofRs.737 Lakh for modernization its plant and machinery and its effluent treatment plant.

Due to declaration of nation-wide lockdown by the Government of India due to COVID-19manufacturing operations at the factory had been closed in the last week of March 2020.The first quarter was very badly impacted due to April being completely washout and theoperations being very limited in the first quarter. So the income from normal sales hasbeen badly impacted. The current quarter of June to September is also likely to be subdueddue to continued impact of Covid-19 in USA particularly in the hotel industry which is theultimate consumer of the company's product as it is exporting its products to USA. Theworking is likely to be normal in the second half of the financial year assuming thathopefully the impact of Covid-19 will dilute to a great extent by that time.

There was not any change in the nature of business of the company. Further there hasbeen no material change/ commitment occurred after March 31 2020 until date of thisreport affecting financial position of the Company.

TRANSFER TO RESERVE

The Board of Directors of the company has decided not to transfer any amount toreserves and entire profit after tax has carried over to the Balance Sheet as surplus.

DIVIDEND

The Board of Directors does not recommend any dividend for the year under review.

FIXED DEPOSITS

During the year under review your Company has neither invited nor accepted/renewed anyfixed deposit. There were no fixed deposits outstanding or unclaimed as on March 31 2020.

CHANGE IN NATURE OF BUSINESS

During the financial year 2019-2020 there is no change in the nature of business ofthe Company. Further there has been no material changes/events or commitments occurredafter the end of financial year and till the date of this report except that there were nomanufacturing activities for two months approximately due to declaration of lockdown dueto COVID-19.

CAPITAL STRUCTURE

During the year under review the Company had converted remaining 2.50 Lakh warrantsinto equity shares of Rs.10/- each at a price of Rs.22/- per share to the Promoter group.The paid up share capital of the Company as on March 31 2020 was Rs.127395036/-(Previous year Rs.124895036/-). The Company has neither issued shares with deferentialvoting rights nor granted any employee stock options or sweat equity shares. During thefinancial year the Company has not issued any type of debentures or preference shares orbonds.

INVESTOR EDUCATION AND PROTECTION FUND

During the year the Company was not required to transfer any amount or share toInvestor Education and Protection Fund.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Directors of your Company is disqualified under the provisions of theCompanies Act 2013 ((hereinafter in report be called as "the Act") orSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter in report be called as "the ListingRegulations"). A certificate issued by the Practicing Company Secretary in thisrespect as per provisions of circular number CIR/ CFD/CMD/127/2019 dated February 8 2019is annexed to and forms part of Annual Report.

All the Independent Directors of the Company meet the criteria of independence asprescribed under the Act and the Listing Regulations. They have given declarationconfirming the same. In terms of section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Ms. Noor Gupta (DIN-03611790) Director will retire byrotation and being eligible offers herself for re-appointment.

During the year Mr. Suneel Gupta (DIN: 00052084) Managing Director and Dr. (Mrs.)Sangeeta Gupta (DIN: 00052121) Whole time Directors were re-appointed for a period ofthree years effective January 10 2020 and May 1 2020 respectively. Further Mr. PiyushGupta (DIN: 00125678) one of the Independent Directors was also re-appointed by passing ofspecial resolution in Annual General Meeting held on September 27 2019 for a period offive years effective from September 30 2019. However Mr. Piyush Gupta resigned effectivefrom July 24 2020.

The First term of Mr. Anil Aggarwal (DIN: 00224118) as an Independent Director willcomplete on September 30 2020. The Board on the recommendation of Nomination andRemuneration Committee proposes to re-appoint Mr. Anil Aggarwal as Independent Directorof the Company for second term of 5 (five) years with effect from October 1 2020. YourDirectors confirm that the proposed re-appointee possesses the requisite skill experienceand expertise.

Pursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the following weredesignated as the Key Managerial Personnel of the Company:

• Mr. Suneel Gupta Managing Director
• Mr. Girish Singh Adhikari Chief Financial Officer
• Ms. Sanjana Tandon Company Secretary

However Ms. Sanjana Tandon-Company Secretary and Compliance Officer resigned effectivefrom February 29 2020. The Company is in the process of finalization of appointment of anew Company Secretary.

The brief resume and other details of the Directors to be re-appointed as requiredunder Listing Regulations have been provided in notice of Annual General Meeting. Detailsof meeting attended by the Directors are given in Corporate Governance Report. The balanceof funds borrowed from Promoter Directors as on March 31 2020 was Rs.1280.32 Lakh.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

All the promoter Directors are relatives within the meaning of the term ‘relative'as per section 2(77) of the Companies Act 2013. None of the remaining Directors arerelated to each other and promoters.

AUDITORS AND AUDITORS' REPORT

Agarwal & Gupta Chartered Accountants New Delhi will continue to act asStatutory Auditors as they were appointed as Statutory Auditors of the Company for aperiod of five years in the 34th Annual General Meeting of the members held onSeptember 25 2017.

There is no qualification reservation or adverse remarks in the audit report onfinancial statement of the Company for the financial year ended March 31 2020. The Reportof the Auditors on the Financial Statements including relevant rules on the accounts forthe financial year ended March 31 2020 are self-explanatory and do not call for anyfurther comments. The said report forms part of Annual Report.

COST AUDIT

The provisions relating to Cost Audit are not applicable to the Company.

INTERNAL AUDITORS

Pursuant to requirements of section 138 of the Act Messrs Naveen Brahma Nand &Company Chartered Accountants has been re-appointed as Internal Auditors for thefinancial year 2020-2021.

SECRETARIAL AUDIT REPORT

Messrs Anil Arora & Associates Company Secretaries New Delhi was appointed asSecretarial Auditors by the Board of Directors for the financial year 2019-2020 as perprovisions of section 204 of the Companies Act 2013.

The report of Secretarial Auditors is annexed with Annual Report and forms part ofAnnual report. The Board has re-appointed them for the financial year 2020-2021.

Further pursuant to Regulation 24A of Listing Regulations a Secretarial ComplianceCertificate issued by Messrs Anil Arora & Associates Company secretaries New Delhiis also annexed with Annual Report and forms its part.

SUBSIDIARY JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary Material Subsidiary Joint Venture orAssociate Company. PERFORMANCE EVALUATION OF BOARD OF DIRECTOR'S

The Board has carried out an annual evaluation of its own performance and that of itsCommittees as well as performance of all the Directors individually including IndependentDirectors in terms of provisions of section 134(3)(p) of the Act and the ListingRegulations. The Nomination and Remuneration Committee had prepared detailed criteria forevaluating performance of the Directors including Independent Directors. The IndependentDirectors have evaluated performance of the Chairman and non-Independent Directors intheir separate meeting. Evaluation has been made as per criteria provided by theNomination and Remunerations Committee.

The detail of programs held during the financial year for familiarization of theIndependent Directors with the Company informing them about their roles rightsresponsibility in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters are available on the website of theCompany at the web link: http://ashnoortex.com/wp-content/uploads/2020/08/Familization-Programs.pdf.

CODE OF CONDUCT

The Company has laid down a code of conduct for all members of the Board of Directorsincluding Independent Directors and Senior Management of the Company as per provisions ofthe Companies Act and Listing Regulations and this Includes the duties of independentdirectors as laid down in the Act. The Board members and senior management personnelaffirm compliance with the code of conduct every year. They have affirmed compliance ofcode with code for the financial year 2019-2020 and Managing Director has given adeclaration affirming compliance with them. The Code of Conduct is available at website ofthe Company at web link:http://ashnoortex.com/wp-content/uploads/2020/08/Code-of-Conducts-For-the-Board-Members-and-Senior-Management.pdf. The Board has plans in place for orderly succession for appointment to theBoard of Directors and the Senior Management.

DIRECTORS' RESPONSIBILITIES STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 your Directors in terms ofsection 134(3)(c) of the Companies Act 2013 confirms that:

a. in preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards (Ind-AS) has been followed along with the explanations relating to material departures if any;
b. the directors has selected such appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31 2020 and of the profit 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 the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts for the financial year ended March 31 2020 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.
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.

 

NUMBER OF BOARD MEETINGS

During the financial year 2019-2020 seven (7) meetings of the Board of Directors ofthe Company were held. The details of these meetings including attendance of Directors ofthese meetings are given in Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

 

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance Report as prescribed under the Listing Regulations.

A detailed report on Corporate Governance along with Management Discussion and AnalysisReport are annexed as part of Annual Report. A certificate issued by the StatutoryAuditors on Corporate Governance is also annexed with detailed report on CorporateGovernance.

 

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transaction(s) are negotiated on arm's-length basis and are inordinary course of business. Therefore the Provisions of Section 188(1) of the CompaniesAct 2013 are not applicable.

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions or which are requiredto be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules 2014. However suitabledisclosure has been made in the note number 39 to the Financial Statements.

The Policy on materiality of related party transactions of the Company is available onCompany's website at the web link: http://ashnoortex.com/wp-content/uploads/2020/08/Poilcy-on-Related-Party-Transactions.pdf

 

BUSINESS RISK MANAGEMENT

Being a very important part of any business the Company's Risk Management Policy hasappropriate control mechanism and operating effectiveness of the Internal FinancialControls and Legal Compliance System. The management of the company reviews the policyfrom time to time. However no risk has been identified which in the opinion of the Boardmay threaten the existence of the Company.

 

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT-9 for the Financial Year 2019-20 isannexed to this report as ‘Annexure-1'.

 

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 and Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company.

 

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed against the Company by the regulatorsor courts which would affect the going concern status of the Company and its futureoperations.

 

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under Management Discussion and Analysis Reportappended hereto. AUDIT COMMITTEE

The Audit Committee was comprised of Mr. Piyush Gupta-Chairman Mr. AnilAggarwal-Member and Mr. Suneel Gupta-member. During the year four (4) meetings ofCommittee were held. However after closure of financial year Mr. Piyush Gupta hasresigned effective from July 24 2020. After his regignation the Audit Committee wasreconstituted as follows:

Mr. Anil Aggarwal (Independent Director)-Chairman Mrs. Divya Aggarwal-(IndependentDirector) and Mr. Suneel Gupta-(Managing Director)-Members.

Dates of meetings attendance of Directors in meetings and other details are given inCorporate Governance Report. The Board has accepted all the recommendations of AuditCommittee.

 

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Audit Committee was comprised of Mr. PiyushGupta-Chairman Mr. Anil Aggarwal-Member and Mr. Suneel Gupta-member. During the yearfour (4) meetings of Committee were held. However after closure of financial year Mr.Piyush Gupta has resigned effective from July 24 2020. After his regignation the AuditCommittee was reconstituted as follows:

Mr. Anil Aggarwal (Independent Director)-Chairman Mrs. Divya Aggarwal-(IndependentDirector) and Mr. Suneel Gupta-(Managing Director)-Members.

Dates of meetings attendance of Directors in meetings and other details are given inCorporate Governance Report. The Board has accepted all the recommendations of AuditCommittee.

 

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was comprised of Mr. Piyush Gupta asChairman Mr. Anil Aggarwal-member and Mr. Sanjay Arora-Member. However after closure offinancial year Mr. Piyush Gupta has resigned effective from July 24 2020. After hisregignation the Audit Committee was reconstituted as follows:

Mr. Anil Aggarwal (Independent Director)-Chairman Mrs. Divya Aggarwal-(IndependentDirector) and Mr. Sanjay Arora-(Independent Director)-Members.

During the year two (2) meetings of Committee were held. Details of meetings are givenin Corporate Governance Report. The Nomination and Remuneration Policy as approved by theBoard is available on

Company's website at the web link: http://ashnoortex.com/wp-content/uploads/2020/08/Nomination-and- Remuneration-Policy.pdf.

 

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in ‘Annexure-2'to this Report.

 

VIGIL MECHANISM

Pursuant to section 177(9) read with Rule 7 of the Companies (Meeting of Board and itsPowers) Rules 2014 Regulation 22 of the Listing Regulations the Company has formed VigilMechanism in the form of Whistle Blower Policy which provides freely reporting of anygenuine concern to the Chairman of the Audit Committee by any Director or employee of theCompany. The policy provides adequate safeguards against victimization to such Director(s)or employee(s). Whistle Blower Policy duly approved by the Board is available on theCompany's website at the web link:http://ashnoortex.com/wp-content/uploads/2020/08/Whistle-Blower- Policy.pdf.

Further details are available in the Report on Corporate Governance that forms part ofthis Report. PREVENTION OF INSIDER TRADING

The Company has framed a Code of Fair Disclosure as per provisions of ListingRegulations. It helps to prevent insider trading in the securities and ensure transparencyand also regulate trading in securities of the Company by the Directors and designatedemployees. The code is available on the Company's website at the web link:http://ashnoortex.com/wp-content/uploads/ 2020/08/Code-of-Fair-Disclosure.pdf.

 

MANAGERIAL REMUNERATION

Details pertaining to remuneration as required under section 197(12) read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Rupees in Lakh

Sl. No Name of Director/KMP Designation Remuneration during the Year Percentage Increases/ decrease in Remuneration during the Year Ratio of Remuneration of each Director to median remuneration
1. Mr. Suneel Gupta Managing Director 15.00 (-) 68.75 5.64
2. Mrs. (Dr.) Sangeeta Gupta Whole Time Director 12.00 (-) 60.00 7.05
3. Mr. Abhinav Gupta Whole Time Director 15.00 (-) 68.75 5.64
4. Ms. Noor Gupta Promoter Director 0.00 0.00 0.00
5. Mr. Piyush Gupta Independent Director 0.00 0.00 0.00
6. Mr. Anil Aggarwal Independent Director 2.00 100.00 0.00
7. Mr. Sanjay Arora Independent Director 0.00 0.00 0.00
8. Mrs. Divya Agarwal Independent Director 0.00 0.00 0.00
9. Girish Singh Adhikari CFO 7.09 0.00 0.00
10. Sanjana Tondon Company Secretary 3.30 0.00 0.00

No Commission was paid to Managing Director and Whole Time Director from the Company.The Company was having 404 permanent employees on the rolls of the Company. There is noincrease in the median remuneration of the employees in the financial year.

None of the employees of the Company is drawing remuneration as per Rule 5(2) of theCompanies (Appointment and Remuneration) Rules 2014.

 

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS

During the year the Company has not given any Loan and Corporate Guarantee which iscovered under section 186 of the Act. The Company has made investment of additional fundsfor the time being available with the Company as given in note number 3 in Balance Sheet.

 

COMPLAINT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

No complaint was received for sexual harassment by Internal Complaints Committee set upunder the captioned Act in the financial year 2019-2020. Therefore no complaint waspending for redressal on March 31 2020.

 

ACKNOWLEDGMENT

Your Directors express their gratitude and thanks to Banks Central and StateGovernment Authorities Stock Exchange Regulatory Authorities and stakeholders for theircontinued co-operation and support to the Company and also express their gratitude andthanks to Shareholders Customers Suppliers and other business associates for theircontinued co-operation and patronage. Your Directors also place on record its appreciationfor the dedicated efforts put on by the employees of the Company at all levels.

By the order of the Board
Sd/- Sd/-
Suneel Gupta Sangeeta Gupta
Managing Director Director Place: Gurugram
DIN-00052084 DIN-00052121 Date: August 20 2020

Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on March 312020

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

I. REGISTRATION AND OTHER DETAILS:

(i) CIN: L17226HR1984PLC033384
(ii) Registration Date January 21 1984
(iii) Name of Company Ashnoor Textile Mills Limited
(iv) Category/Sub-Category of the Company Company Limited by shares
(v) Address of the Registered Office and contract details Beharampur Road Village KhandsaGurgaonHaryana-122001 Phone Number: 0124 4809756 Email ID: atml_delhi@yahoo.com Web: ashnoortex.com
(vi) Whether listed Company Yes
(vii) Name address and contact details of Registrar and Transfer Agent Link Intime India Private Limited 44 Community Centre 2nd Floor Naraina Industrial Area Phase-I Near PVR Naraina New Delhi-110028 Phone: 011 4141 0592 93 94 Telefax: 011 41410591 E Mail: delhi@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany 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 Terry Towel 13111 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

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

Not Applicable

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

Category of Shareholders

No. of Shares held at the beginning of the year [01-April-2019]

No. of Shares held at the end of the year [31-March-2020]

% Change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 9029862 0.00 9029862 72.26 9279862 0.00 9279862 72.81 0.55
b) Central Government 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
c) State Governments 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) Bodies Corporate 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Banks/FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
f) Any other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total shareholding of Promoters (A)(1) 9029862 0.00 9029862 72.26 9279862 0.00 9279862 72.81 0.55
(2) Foreign
a) NRI-Individuals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
b) Others-Individuals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
c) Bodies Corporate 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) Banks/FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Any other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total shareholding of Promoters (A)(2) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total Shareholding of Promoters (A)=(A)(1)+ (A)(2) 9029862 0.00 9029862 72.26 9279862 0.00 9279862 72.81 0.55
B. Public Shareholding
1. Institutions
a) Mutual Funds 0.00 3080 3080 0.02 0.00 3080 3080 0.02 0.00
b) Banks/FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
c) Central Government 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) State Governments 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Venture Capital Funds 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
f) Insurance Companies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
g) FIIs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
h) Foreign Venture Capital Funds 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
i) Others (specify) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub-total (B)(1) 0.00 3080 3080 0.02 0.00 3080 3080 0.02 0.00
2. Non-Institutions
Bodies Corporate
i) Indian 10479 17870 28349 0.23 9474 17870 27344 0.21 (0.02)
i) Overseas 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Individuals
i) Individual shareholders holding nominal share capital up to Rs. 2 Lakh 802884 2459365 3262249 26.11 848831 2370853 3219684 25.27 (0.84)
ii) Individual shareholders holding nominal share capital in excess of Rs. 2 Lakh 41072 0.00 41072 0.33 78610 0.00 78610 0.62 0.29
iii) Clearing members 5154 0.00 5154 0.04 9262 0.00 9262 0.07 0.03
iv) NBFC registered with RBI 21280 0.00 21280 0.17 21280 0.00 21280 0.17 0.00
a) Others (specify)
i. Non- Resident Indians (Repatriation Basis) and Foreigners 20657 14168 34825 0.28 22861 14168 37029 0.29 0.01
ii. Trust 25886 0.00 25886 0.21 25886 0.00 25886 0.20 (0.01)
iii. HUF 44092 0.00 44092 0.35 43812 0.00 43812 0.34 (0.01)
Sub-total (B)(2) 971504 2491403 3462907 27.71 1.060016 2402891 3462907 27.17 (0.55)
Total Public Shareholding (B)=(B)(1)+ (B)(2) 971504 2494483 3465987 27.74 1060016 2405971 3.465987 27.19 (0.00)
C. Shares held by Custodian for GDRs and ADRs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Grand Total (A+B+C) 10001366 2494483 12495849 100 10339878 2405971 12745849 100 0.00**

*During the year the Company has converted remaining 250000 warrants in equity shares.Therefore total paid-up capital increased by 2.00%. However percentage change during theyear in category-wise shareholding is shown on expanded capital and therefore it showspercentage change during the year 0.00.

B. Shareholding of Promoters

SN Shareholder's Name

Share holding at the beginning of the year

Share holding at the end of the year

% change in share holding during the year

Number of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares Number of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares
1. Mr. Suneel Gupta 4261841 34.11 0.00 4261841 33.44 0.00 -0.67
2. Mrs. Sangeeta Gupta 2986172 23.90 0.00 2986172 23.43 0.00 -0.47
3. Mr. Abhinav Gupta 1536000 12.29 0.00 1586000 12.44 0.00 0.15
4. Ms. Noor Gupta 245849 1.96 0.00 445849 3.50 0.00 1.54
Total 9029862 72.26 0.00 9279862 72.81 0.00 0.55

C. Change in Promoters' Shareholding

Date

Increase or Decrease (Reason)

Shareholding at the beginning of the year

Increase or Decrease in number of shares

Cumulative shareholding during the year

Number of Shares % of total shares of the Company Number of shares % of total shares of the Company
1. Suneel Gupta
01.04. 2019 4261841 34.11
Increase /Decrease 0
31.03. 2020 4261841 *33.44
2. Sangeeta Gupta
01.04. 2019 2986172 23.90
Increase/Decrease 0
31.03. 2020 2986172 *23.43
3. Abhinav Gupta
01.04.2019 1536000 12.29
18/03/2020 Increase/Conversion of warrants 50000 1586000 12.44
31.03.2020 1586000 *12.44
4. Noor Gupta
01.04.2019 245849 1.96
18.03.2020 Increase/Conversion of warrants 200000 445849 3.50
31.03.2020 445849 *3.50

*On expanded capital after conversion remaining warrants.

D. Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Date

Increase or Decrease (Reason)

Shareholding at the beginning of the year

Increase or Decrease in number of shares

Cumulative shareholding during the year

Number of Shares % of total shares of the Company Number of shares % of total shares of the Company*
1. Kailashben Ashokkumar Patel
05.04.2019 Opening Balance 41072 0.33 1138 42210 0.33
10.05.2019 Increase/Transfer 1656 43866 0.34
17.05.2019 Increase/Transfer 1133 44999 0.35
07.06.2019 Increase/Transfer 7639 52638 0.41
14.06.2019 Increase/Transfer 2758 55396 0.43
21.06.2019 Increase/Transfer 415 55811 0.44
29.06.2019 Increase/Transfer 189 56000 0.44
12.07.2019 Increase/Transfer 2030 58030 0.45
30.08.2019 Increase/Transfer 377 58407 0.46
06.09.2019 Increase/Transfer 188 58595 0.46
13.09.2019 Increase/Transfer 742 59337 0.47
18.10.2019 Increase/Transfer 1000 60337 0.47
25.10.2019 Increase/Transfer 280 60617 0.48
01.11.2019 Increase/Transfer 280 60897 0.48
22.11.2019 Increase/Transfer 1201 62098 0.49
29.11.2019 Increase/Transfer 420 62518 0.49
13.12.2019 Increase/Transfer 288 62806 0.49
31.01.2020 Increase/Transfer 129 62935 0.49
07.02.2020 Increase/Transfer 2100 65035 0.51
21.02.2020 Increase/Transfer 1000 66035 0.52
28.02.2020 Increase/Transfer 350 66385 0.52
13.03.2020 Increase/ Transfer 100 66485 0.52
20.03.2020 Increase/Transfer 12125 78610 0.62
31.03.2020 Closing Balance 78610 *0.62
2. Custodian A/C FFSL
01.04.2019 Opening Balance 24766 0.20
31.03.2020 Closing Balance 24766 *0.19
3. Andhra Bank Financial Services Limited
01.04.2019 Opening Balance 21280 0.17
31.03. 2020 Closing Balance 21280 *0.17
4. Munni Lal Maheshwari
01.04.2019 Opening Balance 18960 0.15
31.03. 2020 Closing Balance 18960 *0.15
5. Pradeep Kumar Nehra
01.04.2019 Opening Balance 16374 0.13
17.01.2020 Increase/Transfer 1177 17551 0.14
24.01.2020 Increase/Transfer 500 18051 0.14
31.01.2020 Increase/Transfer 1000 19051 0.15
31.03.2020 Closing Balance 19051 *0.15
6. Sanjay Kumar Sarawagi
01.04.2019 Opening Balance 13624 0.11
25.10.2019 Increase/Transfer 1500 15124 0.12
31.03.2020 Closing Balance 15124 *0.12
7. Pritty Devi Sarawagi
01.04.2019 Opening Balance 13502 0.11
31.03.2020 Closing Balance 13502 *0.11
8. Naresh Arjunlal Patel
01.04.2019 Opening Balance 3000 0.02
12.07.2019 Increase/Transfer 9000 12000 0.09
31.03.2020 Closing Balance 13587 *0.09
9. Deepinder Singh Poonian
01.04.2019 Opening Balance 0 0.00
14.02.2020 Increase/Transfer 3344 3344 0.03
21.02.2020 Increase/Transfer 3217 6561 0.05
06.03.2020 Increase/Transfer 1929 8490 0.06
13.03.2020 Increase/Transfer 500 8990 0.07
20.03.2020 Increase/Transfer 2648 11638 0.09
31.03.2020 Closing Balance 11638 *0.09
10. Manubhai N Patel
01.04.2019 Opening Balance 11410 0.09
31.03.2020 Closing Balance 11410 *0.09
11. Harishchandra C Shirodkar
01.04.2019 Opening Balance 11187 0.09
30.08.2019 Increase/Transfer 2400 13587 0.11
31.03.2020 Closing Balance 13587 *0.11
12. Poonam Sawhney
01.04.2019 Opening Balance 11121 0.09
31.03.2010 Closing Balance 11121 *0.09

*On expanded capital after conversion remaining warrants.

E. Shareholding of Directors and Key Managerial Personnel:

Date

Increase or Decrease (Reason)

Shareholding at the beginning of the year

Increase or Decrease in number of shares

Cumulative shareholding during the year

Number of Shares

% of total shares of the Company

Number of shares

% of total shares of the Company
1. Suneel Gupta
01.04. 2019 4261841

34.11

31.03. 2020

4261841

*33.44
2. Sangeeta Gupta
01.04. 2019 2986172

23.90

31.03. 2020

2986172

*23.43
3. Abhinav Gupta
01.04.2019 1536000

12.29

18.03.2020

Increase/Conversion of warrants

50000

1586000

*12.44
31.03.2020

1586000

12.44
4. Noor Gupta
01.04.2019 245849

1.96

18.03.2020

Increase/Conversion of Warrants

200000

445849

3.50
31.03.2019

445849

*3.50
5. Piyush Gupta*
01.04. 2019 0

0.00

Increase/Decrease

0

31.03.2020

0.00

0.00
6. Divya Agarwal
01.04. 2019 0

0.00

Increase/Decrease

0

31.03.2020

0.00

0.00
7. Anil Aggarwal
01.04. 2019 0

0.00

Increase/Decrease

0

31.03.2020

0.00

0.00
8. Sanjay Arora
01.04. 2019

420

0.00
Increase/Decrease

0

31.03.2020

420

0.00

9. Girish Singh Adhikari
01.04. 2019

0

0.00
Increase/Decrease

0

31.03.2020

0.00

0.00

10. Sanjana Tondon**
01.04. 2019

0

0.00
Increase/Decrease

0

31.03.2020

0.00

0.00

^Resigned effective from July 24 2020 **Resigned effective from February 29 2020

F. INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accruedbut not due for payment(In Rupees)

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 426611239.54 32050000.00 0.00 458661239.54
ii) Interest due but not paid 0.00 6987905.00 0.00 6987905.00
iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total ( I + ii + iii ) 426611239.54 39037905.00 0.00 465649144.54
Change in Indebtedness during the financial year
* Addition 2156907868.40 108890863.00 0.00 2265798731.40
* Reduction 2101208763.95 19896666.00 0.00 2121105429.95
Net Change 55699104.45 88994197.00 0.00 144693301.45
Indebtedness at the end of the financial year
i) Principal Amount 482310343.99 128032102.00 0.00 610342445.99
ii) Interest due but not paid 359831.00 0.00 0.00 359831.00
iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i + ii + iii) 482670174.99 128032102.00 0.00 610702276.99

G. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(Rupees in lakh)

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Suneel Gupta Sangeeta Gupta

Abhinav Gupta

(MD) (WTD) (WTD)
1. Gross salary (a) Salary as per provisions 15.00 12.00 15.00 42.00
contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 0 0 0 0
17(2) Income-tax Act 1961
(c) Profits in lieu of salary 0 0 0 0
under section 17(3) Income Tax Act 1961
2. Stock Option 0 0

0

0
3. Sweat Equity 0 0

0

0
4. Commission
- as % of profit 0 0 0 0
- others specify... 0 0 0 0
5. Others please specify 0 0

0

0
Total (A) 15.00 12.00

15.00

42.00
Ceiling as per the Act Remuneration paid as per schedule V of the Companies Act 2013.

B. Remuneration to other directors: (Rupees in lakh)

Sl. No. Particulars of Remuneration

Name of Directors

Total Amount
Piyush Sanjay Anil Divya Noor
Gupta Arora Aggarwal Agarwal Gupta
1. Independent Directors
• Fee for attending board/ 0 0 2.00 0 0 2.00
committee meetings
• Commission 0 0 0 0 0 0
• Others please specify 0 0 0 0 0 0
Total (1) 0 0 2.00 0 0 2.00
2. Others Expenses NonExecutive Directors
• Fee for attending board 0 0
committee
• Commission 0 0
• Others please specify 0 0
Total (2) 0 0 0 0 0 0
Total (B)=(1+2) 0 0 2.00 0 0 2.00
Total Managerial Remuneration 44.00
Overall Ceiling as per the Act (being 1% of Net Profit of the Company Calculated as per section 198 of the Companies Act 2013)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

(Rupees in lakh)

Sl. No. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO Total
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the 3.30 7.09 10.39
income tax Act 1961
(b) Value of perquisites u/s 17(2) Income Tax Act 1961 0 0 0
(c) Profits in lieu of salary under section 17(3) Income Tax Act 0 0 0
1961
2. Stock Option 0 0 0
3. Sweat Equity 0 0 0
4. Commission
- as % of profit 0 0 0
- others specify.... 0 0 0
5. Others Please specify 0 0 0
Total 0 3.30 7.09 10.39

V. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: None

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/ NCLT/ COURT] Appeal made if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHERS OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
By the order of the Board
Sd/- Sd/-
Suneel Gupta Sangeeta Gupta
Managing Director Director Place: Gurugram
DIN-00052084 DIN-00052121 Date: August 20 2020

 

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