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Baba Arts Ltd.

BSE: 532380 Sector: Media
NSE: N.A. ISIN Code: INE893A01036
BSE 00:00 | 16 Apr 10.03 0.33
(3.40%)
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10.20

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NSE 05:30 | 01 Jan Baba Arts Ltd
OPEN 10.20
PREVIOUS CLOSE 9.70
VOLUME 7517
52-Week high 11.39
52-Week low 2.66
P/E 22.80
Mkt Cap.(Rs cr) 53
Buy Price 0.00
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OPEN 10.20
CLOSE 9.70
VOLUME 7517
52-Week high 11.39
52-Week low 2.66
P/E 22.80
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Baba Arts Ltd. (BABAARTS) - Director Report

Company director report

To

The members baba arts limited

Your directors have pleasure in presenting their twenty first annual report togetherwith the audited accounts for the year ended on 31st march 2020.

1. Financial results

(rs. In thousands)

Particulars March 31 2020 March 31 2019
As per ind as
Revenue from operations 1787.20 8725.01
Other income 11320.01 14975.64
Total income 13107.21 23700.65
Total expenditure 8516.03 7952.81
Profit before tax 4591.19 15747.84
Less : tax expenses
Current tax 647.10 2830.23
Mat credit entitlement 303.17 (2437.80)
Prior year short provision of tax 2.96 0.32
Deferred tax liability/(assets) (293.98) 1429.43
Net profit /(loss) for the year 4538.28 13925.67

2. Dividend

In order to strengthen the reserves of the company your directors consider it prudentto plough back the profits and not to recommend any dividend for the financial year2019-20.

3. Review of operations

During the year under review income from post production activity increased to rs.17.68 lac from rs.11.59 lac in the previous year. Your company did not earn any incomefrom trading of ipr during the year. The company earned commission income from trading ofipr of rs.0.19 lac in the current year. After providing for depreciation of rs. 3.98 lac(previous year rs. 5.45 lac) current tax (net of mat credit entitlement) of rs. 3.44 lac(previous year rs. 3.92 lac) prior year short provision of tax of rs. 0.03 lac (previousyear rs. 0.003 lac) recognizing deferred tax asset of rs. 2.94 lac (previous yeardeferred tax liability of rs. 14.29 lac) your company earned net profit after tax ofrs.45.38 lac vis--vis net profit after tax of rs.139.26 lac in the previous year. Othercomprehensive loss for the year was rs. 2.07 lac (previous year rs. 0.44 lac) and totalcomprehensive income was rs. 43.31 lac (previous year rs. 138.81 lac)

4. Transfer to reserves

Your directors have proposed not to transfer any amount to reserves.

5. Changes in nature of business if any

There is no change in the nature of business during the year under review

6. Material changes between the end of the financial year and the date of this report

There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the companyto which the financial statements relate and the date of signing of this report.

Due to initial partial lock down ordered by the state government and subsequentcomplete lock down ordered by the central government to prevent spread of the pandemiccovid 19 your company's post production studio and office was completely shut down witheffect from 20th march 2020. Your company does not expect any significant impact on itsrevenue and profitability on account of the pandemic covid 19.

7. Board of directors and key managerial personnel ??directors

In terms of section 152 of the companies act 2013 smt. Malavika a. Acharya (din07007469) director retires by rotation at the forthcoming annual general meeting and iseligible for re-appointment. Smt. Malavika a. Acharya has confirmed that she is notdisqualified for appointment as director under section 164 of the act and has offeredherself for re-appointment.

Shri santosh a. Shah and shri sanjiv l. Hinduja have been reappointed as independentdirectors of the company w.e.f. 1st april 2019 for a second term of five years up to 31stmarch 2024.

??key managerial personnel

Shri ajay d. Acharya chief financial officer and shri naishadh h. Mankad companysecretary continue to be key managerial personnel (kmp) of the company in compliance withthe requirements of section 203 of the companies act 2013.

??declarations by independent director(s)

The company has complied with regulation 25 of the securities and exchange board ofindia (listing obligations & disclosure requirements) regulations 2015 ("thelisting regulations") and provisions of section 149(6) of the companies act 2013.The company has also obtained declarations from all the independent directors pursuant tosection 149(7) of the companies act 2013

??familiarisation programme

The company has put in place an induction and familiarization programme for all itsdirectors including independent directors so as to associate themselves with the nature ofthe industry in which the company operates. The directors are periodically advised aboutthe changes effected in the corporate laws listing regulations taxation laws and otherstatutes applicable to the company with regard to their roles rights andresponsibilities as director of the company. The familiarization programme for independentdirectors in terms of the provisions of regulation 46(2)(i) of the listing regulations isuploaded on the web site of the company.

??annual evaluation of board

Pursuant to regulation 17 of the listing regulations read with section 134 (3)(p) ofthe companies act 2013 and the companies (accounts) rules 2014 annual evaluation of theperformance of the board its committees and of individual directors has been made duringthe year under review. To facilitate the evaluation process the nomination &remuneration committee of the board has laid down the evaluation criteria for theperformance of executive/non executive / independent directors through a boardeffectiveness survey. A questionnaire of the survey is designed with the objective ofreviewing the functioning and effectiveness of the board. Each board member is requestedto evaluate the effectiveness of the members of the board (other than the director beingevaluated) on the basis of information flow decision making of the directorsrelationship to stakeholders company performance company strategy and the effectivenessof the whole board and its various committees on a scale of one to five.

Evaluation of independent directors is done on the basis of their role in governancecontrol and guidance and more particularly their performance in the following areas:

> their contribution towards monitoring the company's corporate governance practice

> their participation in formulating business strategies and

> their participation in board and committee meetings and generally fulfillingtheirobligations and fiduciary responsibilities as directors of the company.

8. Board and committees ??independent directors

The company's board comprises of 50% independent directors in line with requirement ofthe listing regulations. Shri santosh a. Shah and shri sanjiv l. Hinduja are independentdirectors.

??board meetings

Four (4) board meetings were convened and held during the year. The intervening gapbetween two meetings was less than the period prescribed under the companies act 2013secretarial standard-1 on board meetings and listing regulations.

For details of meetings of the board please refer to the corporate governance reportwhich is the part of this report.

??audit committee

The board has constituted an audit committee with shri santosh a. Shah as chairman andshri sanjiv l. Hinduja and smt. Malavika a. Acharya as members. There have been noinstances during the year when recommendations of the audit committee were not accepted bythe board. The terms of reference of the audit committee are set out in the corporategovernance report.

??nomination and remuneration committee

The board has constituted nomination & remuneration committee comprising of shrisanjiv l. Hinduja as chairman shri santosh a. Shah and smt. Malavika a. Acharya asmembers. The terms of reference of the nomination & remuneration committee are set outin the corporate governance report.

??stakeholders' relationship committee

The board has constituted stakeholders' relationship committee comprising of shrisanjiv l. Hinduja as chairman shri santosh a. Shah and shri gordhan p. Tanwani asmembers. The terms of reference of the stakeholders' relationship committee are set out inthe corporate governance report.

9. Policy on directors appointment & remuneration

The board has in accordance with the provisions of sub-section (3) of section 178 ofthe companies act 2013 formulated a policy setting out the criteria for determiningqualifications positive attributes independence of a director and policy relating toremuneration for directors key managerial personnel and other employees. The text of thepolicy is available on the website of the company www.babaartslimited.com.

10. Risk management policy

The board of directors of your company periodically assesses the risk in the internaland external business environment and takes necessary steps to mitigate the said risks.The company has an adequate risk management plan in place which is reviewed at regularintervals by the board.

11. Vigil mechanism /whistle blower policy

The company has adopted a whistle blower policy to provide a formal vigil mechanism tothe directors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the chairperson of the audit committee.It is affirmed that no personnel of the company has been denied access to the auditcommittee.

12. Conservation of energy technology absorption & foreign exchange earnings andoutgo:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

(a) conservation of energy:

Sr. No. Particulars Details
I. The steps taken or impact on conservation Of energy Your company's activities do not require substantial Energy consumption. However the company continues To lay emphasis on reducing energy consumption by Constantly monitoring the consumption and taking steps To reduce wasteful use of energy. Employees are trained To switch off computers air conditioners and lights when Not required.
Ii. The steps taken by the company for utilizing Alternate sources of energy. Not applicable in view of comments in clause (i)
Iii The capital investment on energy conservation Equipments Not applicable in view of comments in clause (i)

(b) technology absorption:

Sr. No. Particulars Details
i The effort made towards technology absorption The company does not Have any imported Technology.
ii The benefits derived like product improvement cost reduction Product development or import substitution N.a.
iii In case of imported technology (imported during the last three Years reckoned from the beginning of the financial year) N.a.
A) The details of technology imported
B) The year of import;
C) Whether the technology has been fully absorbed
D) If not fully absorbed areas where absorption has not taken place And the reasons thereof
iv The expenditure incurred on research and development Nil

(c) foreign exchange earnings and outgo:

There was no foreign exchange earnings and outgo during the financial year.

Export efforts

The company is engaged in providing post production services to entertainment industryin its post production studio and creating content for television and also in filmproduction and distribution activity where there is not much scope for exports. Thecompany is selling overseas rights of films to domestic distributors. The company did nothave any export income during the year.

13. Details of significant and material orders passed by the regulators or courts ortribunals

Impacting the going concern status and company's operations in future

There were no orders passed by regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

14. Directors' responsibility statement

The financial statements are prepared in accordance with indian accounting standards(ind as) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the companiesact2013 (to the extent notified) and guidelines issued by sebi. The ind as are prescribedunder section 133 of the companies act 2013 read with rule 3 of the companies (indianaccounting standards) rules 2015 and companies (indian accounting standards) amendmentrules 2016. Accounting policies have been consistently applied except where a newlyissued accounting standard is initially adopted or a revision to an existing accountingstandard requires a change in the accounting policy hitherto in use.

In accordance with section 134(5) of the companies act 2013 your board of directorsconfirms that:

I) in the preparation of the annual accounts the applicable accounting standards readwith requirements set out Under schedule iii to the companies act 2013 have been followedand there are no material departures from the said standards;

Ii) the accounting policies have been consistently applied and reasonable and prudentjudgment and estimates have

Been made so as to give a true and fair view of the profit of the company for the yearended on 31st march 2020 and the state of affairs of the company as at 31st march 2020as disclosed in the enclosed accounts;

Iii) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the

Provisions of the companies act 2013 for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities;

Iv) the annual accounts have been prepared on a going concern basis.

V) they have laid down internal financial controls for the company and such financialcontrols are adequate and

Operating effectively; and

Vi) they have devised proper systems to ensure compliance with provisions of allapplicable laws and such systems

Are adequate and operating effectively.

15. Details in respect of adequecy of internal financial controls with reference to thefinancial

Statements:

The company has in place adequate internal financial controls with reference tofinancial statements.

The internal auditor continuously monitors the efficiency of the internalcontrols/compliance with the objective of providing to audit committee and the board ofdirectors an independent objective and reasonable assurance of the adequacy andeffectiveness of the organization's risk management control and governance processes.This system of internal control facilitates effective compliance of section 138 ofcompanies act 2013 and the listing regulations.

During the year such controls were tested and no reportable material weakness in thedesign or operation was observed.

16. Maintenance of cost records

Maintenance of cost records as specified by the central government under section 148(1)of the companies act 2013 is not applicable to the company.

17. Auditors

Statutory auditor

M/s. Arunkumar k shah & co. Are the statutory auditors of the company who wereappointed for a period of five years in the 18th annual general meeting held on 19thseptember 2017 and hold office up to the conclusion of the 23rd annual general meeting ofthe company.

Vide notification dated may 7 2018 issued by ministry of corporate affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach agm has been done away with. Accordingly no such item has been proposed in thenotice of the 21st agm.

Auditors have confirmed their eligibility and submitted a certificate in writing thatthey are not disqualified to hold the office of the statutory auditor.

There are no qualifications reservations or adverse remarks made by m/s. Arunkumar k.Shah & co. statutory auditors in their report for the financial year ended 31stmarch 2020.

Pursuant to provisions of section 143(12) of the companies act 2013 the statutoryauditors have not reported any incident of fraud to the audit committee of the companyduring the year under review.

Internal auditor

Pursuant to section 138 of the companies act 2013 the board of directors of thecompany has appointed m/s. Sca & associates chartered accountants as the internalauditors of the company for the financial year 2019-20.

The audit committee of board of directors in consultation with the internal auditorformulates the scope functioning periodicity and methodology for conducting the internalaudit.

18. Extract of annual return

Pursuant to the provisions of sections 134(3)(a) and 92(3) of the companies act 2013read with rules 12(1) of the companies (management and administration) rules 2014 anextract of the annual return as on 31st march 2020 in prescribed form no. Mgt 9 isattached in annexure i to this report. The annual return of the company will be placed onthe company's website www.babaartslimited.com.

19. Secretarial auditor and secretarial audit report

Pursuant to the provisions of section 204 of companies act 2013 and the companies(appointment and remuneration of managerial personnel) rules 2014 the company withapproval of board appointed m/s dholakia & associates llp company secretaries inwhole time practice to undertake the secretarial audit of the company for the financialyear 2019-20. The detailed report on secretarial audit is appended as an annexure ii tothis report. There is no qualification reservation or adverse remarks given bysecretarial auditors of the company.

20. Particulars of loan guarantee and investments

The particulars of loans/advances given guarantees/securities provided and investmentsmade during the year under review under section 186 of the companies act 2013 are givenin note no. 36 of the notes forming part of the financial statements.

21. Corporate governance & management discussion and analysis report

A separate report on corporate governance is provided together with a certificate fromstatutory auditors of the company regarding compliance of conditions of corporategovernance as stipulated under schedule v of the listing regulations.

A certificate of the managing director (md) and chief financial officer (cfo) in termsof regulation 17(8) as specified in part b of schedule ii of the listing regulationsinert alia confirming the correctness of the financial statements and cash flowstatements adequacy of the internal control measures and reporting of matters to theaudit committee is also annexed.

The management discussion analysis report as required under the listing regulations ispresented in separate section and forms part of the annual report.

22. Sexual harassment

The provision relating to constitution of internal complaints committee under thesexual harassment of women at workplace (prevention prohibition and redressal) act 2013is not applicable to the company as the company is having less than 10 workers. Thecompany did not receive any complaint of sexual harassment at workplace during the yearunder review.

23. Deposits

Your company has not invited / accepted any deposits from public under section 73 andsection 76 of the companies act 2013.

24. Particulars of contracts or arrangment with related parties

All related party transactions that were entered into during the financial year underreview were on an arm's length basis and in ordinary course of business and were incompliance with the applicable provisions of the companies act 2013 and the listingregulations.

All related party transactions are placed before the audit committee as also before theboard for approval at every quarterly meeting. Details of transactions with relatedparties as required under section 134(3)(h) of the companies act 2013 read with rule 8(2)of the companies (accounts) rules 2014 are given in annexure iii in form aoc -2 and formspart of this report.

Your company has formulated a policy on related party transactions which is alsoavailable on company's website at www.babaartslimited.com.

25. Details of policy developed and implemented by the company on its corporate socialresponsibility

Initiatives

The provisions of the section 135 of the companies act 2013 are not applicable to thecompany.

26. Particulars of employees

The information required under section 197 of the companies act 2013 read with rule5(1) 5(2) & 5(3) of the companies (appointment and remuneration of managerialpersonnel) rules 2014 is given in annexure iv.

27. Share capital

The company has only one class of shares viz. Equity shares with a face value of re.1/- each.

??issue of equity shares with differential rights

The company has not issued equity shares with differential rights during the year underreview.

??issue of sweat equity shares

The company has not issued sweat equity shares during the year under review.

??issue of employee stock options

The company has not issued any employee stock options during the year under review.

28. Share capital audit

Share capital audit as per the directives of securities & exchange board of indiais being conducted on quarterly basis by m/s. Dholakia & associates llp companysecretaries in whole time practice and the audit reports are duly forwarded to bse limitedwhere the shares of the company are listed.

29. Business responsibility report

The business responsibility reporting as required by regulation 34(2) of the sebi(listing obligations and disclosure requirements) regulations 2015 is not applicable toyour company for the financial year ended 31st march 2020.

30. Subsidiary joint ventures and associate companies.

The company does not have any subsidiary joint venture and associate company.

31. Secretarial standards

It is hereby confirmed that the company has complied with the provisions of allapplicable secretarial standards issued by the institute of company secretaries of india.

32. Green initiatives

Pursuant to section 101 and 136 of the companies act 2013 the company has sent annualreport through electronic mode (e-mail) to all shareholders who have registered theiremail addresses with the company or with depository to receive the annual report throughelectronic mode and initiated steps to reduce consumption of paper.

In view of relaxation granted on account of prevailing pandemic covid 19 ministry ofcorporate affairs vide its circular dated 5th may 2020 read with circulars dated 8thapril 2020 and 13th april 2020 and securities & exchange board of india vide itscircular dated 12th may 2020 physical copy of this annual report is not mailed to thoseshareholders whose e mail addresses are not registered with the depository or with theregistrar and transfer agents of the company. The annual report is however available onthe web site of the company www.babaartslimited.com.

Acknowledgement

The board wishes to thank all the company's customers vendors and company's bankerswho have extended their continuous support to the company.

Your directors specially thank the shareholders of the company for having reposed theirconfidence in the management of the company and employees and technicians of the companyat all levels for their dedicated services to the company and the contribution made bythem towards working of the company.

For and on behalf of the board of directors

Gordhan p. Tanwani chairman & managing director din: 00040942

Place: mumbai date: 20th june 2020

Form no. Mgt-9

Extract of annual return

As on the financial year ended on 31st march 2020

[pursuant to section 92 (3) of the companies act 2013 and rule 12(1) of the company(management & administration) rules 2014.]

I. Registration and other details

I) Cin L72200mh1999plc119177
Ii) Registration date 30/03/1999
Iii) Name of the company Baba arts limited
Iv) Category/ sub-category of the company Company limited by shares
Non government company
V) Address of the registered office and contact details 3 a valecha chambers new link road
Andheri (west) mumbai-400053
Tel: 022 26733131 fax : 022 26733375
Email: babaartslimited@yahoo.com
Investors@babaartslimited.com
Vi) Whether listed company Yes
Vii) Name address and contact details of registrar Universal capital securities private limited
And transfer agent if any 21shakil niwas mahakali caves road
Andheri(e)mumbai-400093
Tel: 022 2836 6620 fax : 022 2821 1996

Ii. Principal business activities of the company

(all the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

Si. No. Name and description of main products/services Nic code of the Product/service % to total turnover Of the company
1 Motion picture videotape & television programme Production services. 99961210 100

Iii particulars of holding subsidiary and associate companies

Si.no. Name & address Of the company Cin/gln Holding/subsidiary/ Associate % of shares held Applicable section
Not applicable

Iv. Share holding pattern (equity share capital break up as percentage of total equity)i) category-wise share holding

Category of shareholders

No. Of shares held at the beginning of the year

No. Of shares held at the end of the year

% change
Demat Physical Total % of total Shares Demat Physical Total % of total Shares During The year
A. Promoters
(1) indian
A) Individual/ huf 39208000 39208000 74.68 39208000 39208000 74.68
B) Central govt —-
C) State govt(s) —-
D) Bodies corp. —-
E) Banks / fi —-
F) Any other —-
Sub total (a) (1) 39208000 39208000 74.68 39208000 39208000 74.68
(2) Foreign
A) Nri individuals —-
B) Other individuals —-
C) Bodies corp. —-
D) Any other —-
Sub total (a) (2) —-
Total (a) 39208000 39208000 74.68 39208000 39208000 74.68
B. Public shareholding
1. Institutions
A) Mutual funds —-
B) Banks / fi —-
C) Central govt —-
D) State govt(s) —-
E) Venture capital funds —-
F) Insurance companies —-
G) Fiis 10000 10000 0.02 10000 10000 0.02
H) Foreign venture capital funds —-
I) Others (specify) —-
Sub-total (b)(1):- 10000 10000 0.02 10000 10000 0.02
2. Non-institutions
A) Bodies corp.
I) Indian 2080759 65600 2146359 4.09 2277052 65600 2342652 4.46 0.37
Ii) Overseas —-
B) Individuals
I) Individual shareholders holding
Nominal share capital upto Rs. 1 lakh 5475393 273408 5748801 10.95 5322721 152328 5475049 10.43 (0.52)
Ii) Individual shareholders holding
Nominal share capital in excess Of rs. 1 lakh 4545579 4545579 8.66 4544881 4544881 8.66
C) Others (specify)
I) Clearing members 69645 69645 0.13 15226 15226 0.03 (0.10)
Ii) Directors & relatives 85250 85250 0.16 85250 85250 0.16
Iii) Nri/ocbs 686366 686366 1.31 601738 601738 1.15 (0.16)
Iv) Iepf account 217204 217204 0.41 0.41
Sub-total (b)(2):- 12942992 339008 13282000 25.30 13064072 217928 13282000 25.30
Total public shareholding
(b)=(b)(1)+(b)(2) 12952992 339008 13292000 25.32 13074072 217928 13292000 25.32
C. Shares held by custodian
For gdrs & adrs —-
Grand total (a+b+c) 52160992 339008 52500000 100.00 52282072 217928 52500000 100.00

Ii) share holding of promoters

Si 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 Gordhan p. Tanwani 39200000 74.67 39200000 74.67
2 Pravin j. Karia 8000 0.01 8000 0.01
Total 39208000 74.68 39208000 74.68

(iii) change in promoters' shareholding (please specify if there is no change)

Sn Particulars Date Reason

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. Of shares % of total shares No. Of shares % of total shares
Gordhan p. Tanwani
1 At the beginning of the year No change 39200000 74.67 39200000 74.67
Shares issued during the years
At time of incorporation
At the end of the year 39200000 74.67 39200000 74.67
Pravin j. Karia
2 At the beginning of the year No change 8000 0.01 8000 0.01
Shares issued during the years
At time of incorporation
At the end of the year 8000 0.02 8000 0.02

(iv) shareholding pattern of top ten shareholders (other than directors promoters andholders of gdrs and adrs) as on

31st march 2020

Sr. No. Name of shareholders Shareholding

Cumulative shareholding During the year

No. Of Shares % of total Shares of the Company No. Of Shares % of total Shares of the Company
1 Karishma const investments pvt. Ltd.
At the beginning of the year 1271334 2.42 1271334 2.42
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 1271334 2.42 1271334 2.42
2 Ajay devgan
At the beginning of the year 800000 1.52 800000 1.52
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 800000 1.52 800000 1.52
3 Kumar mangat
At the beginning of the year 800000 1.52 800000 1.52
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 800000 1.52 800000 1.52
4 Susan khambhatta
At the beginning of the year 549825 1.05 549825 1.05
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 549825 1.05 549825 1.05
5 Rajnish khanuja
At the beginning of the year 376000 0.72 376000 0.72
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 376000 0.72 376000 0.72
6 Mohanlal kanayalal pahuja
At the beginning of the year 366000 0.70 366000 0.70
Bought during the year - - - -
Sold during the year 1558 - 364442 0.69
At the end of the year 364442 0.69 364442 0.69
7 Deepak bathija
At the beginning of the year 356960 0.68 356960 0.68
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 356960 0.68 356960 0.68
8 Pace stocks and shares private limited
At the beginning of the year 350000 0.67 350000 0.67
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 350000 0.67 350000 0.67
9 Tejpal ambalal shah
At the beginning of the year 308423 0.59 308423 0.59
Bought during the year 860 0.01 309283 0.59
Sold during the year - - - -
At the end of the year 309283 0.59 309283 0.59
10 Select media holdings private limited
At the beginning of the year 284000 0.54 284000 0.54
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 284000 0.54 284000 0.54

(v) shareholding of the directors and key managerial personnel

Sr. No. Name of the directors and Key managerial personnel Shareholding

Cumulative shareholding During the year

No. Of Shares % of total Shares of the Company No. Of Shares % of total Shares of the Company
1 Shri gordhan p. Tanwani
(designation : managing director)
At the beginning of the year 39200000 74.67 39200000 74.67
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 39200000 74.67 39200000 74.67
2 Shri santosh a. Shah
(designation: director)
At the beginning of the year - - - -
Bought during the year - - - -
Sold during the year - - - -
At the end of the year - - - -
3 Shri sanjiv l. Hinduja
(designation: director)
At the beginning of the year 7600 0.01 7600 0.01
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 7600 0.01 7600 0.01
4 Shri ajay d. Acharya
[designation chief financial officer(cfo)]
Jointly with smt malavika a. Acharya
(designation: director)
At the beginning of the year 235400 0.45 235400 0.45
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 235400 0.45 235400 0.45
5 Shri naishadh h. Mankad
(designation : company secretary &
Compliance officer)
At the beginning of the year 61600 0.12 61600 0.12
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 61600 0.12 61600 0.12

V. Indebtness

Indebtedness of the company including interest outstanding/accrued but not due forpayment.

(amt. In Rs.)

Particulars 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
Total (i+ii+iii)
Change in indebtedness during the financial year
* addition
* reduction
Net change
Indebtedness at the end of the financial year
I) Principal amount
Ii) Interest due but not paid
Iii) Interest accrued but not due
Total (i+ii+iii)

Vi. Remuneration of directors and key managerial personnel

A. Remuneration to managing director whole-time directors and/or manager : (amt. InRs.)

Si.no. Particulars of remuneration Name of md/wtd/manager Gordhan p. Tanwani-managing director Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the income-tax act1961
(b) Value of perquisites u/s 17(2) income-tax act1961
(c) Profits in lieu of salary under section 17(3) income tax act 1961 Nil Nil
2. Stock option
3. Sweat equity
4. Commission
- as % profit
- others (specify)
5. Total (a) Nil
Ceiling as per the act 8400000

B. Remuneration to other directors (amt. In Rs.)

Si.no. Particulars to remuneration Names of directors Total Amount
Shri santosh a. Shah Shri sanjiv l. Hinduja Smt. Malavika a. Acharya
1. Independent directors
Fee for attending board committee meetings 120000 120000 120000 360000
Commission
Others please specify
Total (1) 120000 120000 120000 360000
2. Other non-executive directors
Fee for attending board committee meetings
Commission
Others please specify
Total (2)
Total (b)=(1+2) 120000 120000 120000 360000
Total managerial remuneration 360000
Overall ceiling as per the act 8400000

C. Remuneration to key managerial personnel other than md/manager/wtd (amt. In Rs.)

Name of key managerial personnel

Sn. Particulars of remuneration Name Designation Ceo Ajay d. Acharya Chief financial Officer (cfo) Naishadh h. Mankad Company secretary (cs) Total amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1)
Of the income-tax act 1961 N.a. 1200000 900000 2100000
(b) Value of perquisites u/s 17(2) income-tax act 1961 N.a.
(c) Profits in lieu of salary under section 17(3) income- tax act 1961 N.a.
2 Stock option N.a.
3 Sweat equity N.a.
4 Commission
- as % of profit N.a.
- others specify N.a.
5 Others please specify N.a.
Total 1200000 900000 2100000

Vii. Penalties/punishment/compounding of offences

There were no penalties/punishment/ compounding offences for breach of any section ofthe companies act 2013 against the company or its directors or other officers in defaultduring the year.

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