You are here » Home » Companies » Company Overview » Bluechip Tex Industries Ltd

Bluechip Tex Industries Ltd.

BSE: 506981 Sector: Industrials
NSE: N.A. ISIN Code: INE472D01017
BSE 14:51 | 17 Jun 98.00 -1.50
(-1.51%)
OPEN

100.00

HIGH

100.00

LOW

95.80

NSE 05:30 | 01 Jan Bluechip Tex Industries Ltd
OPEN 100.00
PREVIOUS CLOSE 99.50
VOLUME 1313
52-Week high 126.00
52-Week low 69.00
P/E 10.64
Mkt Cap.(Rs cr) 19
Buy Price 98.00
Buy Qty 22.00
Sell Price 99.90
Sell Qty 10.00
OPEN 100.00
CLOSE 99.50
VOLUME 1313
52-Week high 126.00
52-Week low 69.00
P/E 10.64
Mkt Cap.(Rs cr) 19
Buy Price 98.00
Buy Qty 22.00
Sell Price 99.90
Sell Qty 10.00

Bluechip Tex Industries Ltd. (BLUECHIPTEXIND) - Director Report

Company director report

Dear Members

It is our pleasure to present to you the 35th Annual Report of your Companytogether with the Audited Financial Statements for the Financial Year ended 31stMarch 2020.

1. KEY FINANCIAL HIGHLIGHTS:

Particulars In terms of Financial Year 2019-20 ' in Lakhs Financial Year 2018-19
Revenue from Operations 22146.53 25755.21
Other Income 27.47 25.79
Total Income 22174.00 25781.00
Expenses
Expenses except Depreciation & amortization expense 21135.51 25099.73
Depreciation & amortization expense 277.03 266.98
Total Expenses 21412.54 25366.71
Profit before depreciation 1038.49 681.27
Less: Depreciation 277.03 266.98
Profit before Tax 761.46 414.29
Less: Provision for taxation
Current tax 173.09 86.89
Deferred tax (19.50) 64.62
MAT Credit Entitlement 26.33 (26.33)
Profit after tax 581.54 289.10
Other Comprehensive income (190) 1.70
Total income for the year 579.64 290.80
Earnings per share (in ') (Basic and Diluted) 29.51 14.67
Amount transferred to Retained Earnings 581.54 289.10
Transfer to General Reserve

-

-

2. DIVIDEND:

Your Directors are pleased to recommend a final dividend of ' 1.80/- per equityshare of ' 10/- each for the Financial Year ended 31st March 2020.

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves out of amount available forappropriations.

4. PERFORMANCE HIGHLIGHTS:

The revenue from operations for financial year 2019-20 was ' 22146.53 lakhslower by 14.01% over the previous year's revenue from operations of ' 25755.21lakhs in financial year 2018-19. The Profit after tax for financial year 2019-20 was '581.53 lakhs as compared to ' 289.10 lakhs in financial year 2018-19.

The above mentioned financial performance highlights are an abstract of the FinancialStatements of your Company for the Financial Year 2019-20. The detailed FinancialStatements of your Company forms part of this Annual Report and are also uploaded on thewebsite of your Company i.e. www. bluechiptexindustrieslimited.com.

5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies(Accounts) Rules 2014 are as follows:

A. Conservation of Energy:

(i) Energy conservation measures taken:

Constant efforts in continuing all previous conservation measures and increasingawareness of energy management amongst employees have continued which should enablefurther savings going forward.

Your Company has taken appropriate measures to conserve energy. The Company hasinstalled solar plant for energy conservation. Also Company has installed LED lights inplace of existing lighting system.

(ii) Additional investments and proposals if any being implemented for reduction ofenergy consumption:

The Company has installed solar plant for energy conservation. Also Company hasinstalled LED lights in place of existing lighting system.

(iii) The impact of the above measures for reduction of energy consumption andconsequent impact on the cost of production of goods:

Better Efficiency Reduction in Energy Bill and Higher Productivity etc. Thesemeasures will also help to create a better environment.

Power Consumption:

1. Electricity: Financial Year ended 31st March 2020 Financial Year ended 31st March 2019
Purchased Units (KWH) 22923820 22973236
Total Amount (' in Lakhs) 1188.28 1057.26
Cost/Unit (?) 5.18 4.60
Consumption per ton polyester Texturized Yarn Production (units in KWH) 1172.41 1092.82

B. Technology absorption:

(i) Efforts in brief made towards technology absorption adoption and innovation:

The Textile business environment is becoming more and more challenging and competitivethus in current scenario it becomes the key to survival. We follow strategy of Innovationand Sustainability and research is being done to keep business predictable sustainableand profitable and to de-risk our product portfolio.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution:

The Company keeps itself abreast of the technical development and innovation in itsline of products and tries to bring about improvements in the product for better yieldquality and cost effectiveness etc. Continuous efforts are being made in the areas ofquality improvements waste reduction process capability and cost minimization tospecially improve the market acceptance of the product.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - Not Applicable

(iv) the expenditure incurred on Research and Development - NIL

C. Foreign exchange earnings and Outgo:

There are NIL Foreign Exchange earned and ' 0.58 lakhs Foreign Exchange outgo duringthe year in terms of actual inflows & actual outflows respectively.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR TILL THE DATE OFTHIS REPORT:

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities etc. On 24th March 2020 the Government ofIndia under Prime Minister Narendra Modi ordered a nationwide lockdown for 21 days as apreventive measure against the COVID-19 pandemic in India. Again on 14th April2020 Prime Minister Narendra Modi extended the nationwide lockdown until 3rdMay 2020 with a conditional relaxations after 20th April 2020 for theregions where the spread had been contained or was minimal. On 1st May 2020the Government of India extended the nationwide lockdown further by two weeks until 17thMay 2020. The Government divided all the districts into three zones based on the spreadof the virus—green red and orange—with relaxations applied accordingly. On 17thMay 2020 the lockdown was further extended till 31st May 2020 by theNational Disaster Management Authority. On 30th May 2020 it was announcedthat lockdown restrictions were to be lifted from then onwards while the ongoing lockdownwould be further extended till 30th June 2020 for only the containment zones.Services would be resumed in a phased manner starting from 8th June 2020. Itwas termed as "Unlock 1.0". Prime Minister Narendra Modi later clarified thatthe lockdown phase in the country was over and that ‘unlock' had already begun. Thesecond phase of unlock Unlock 2.0 was announced for the period of 1st to 31stJuly 2020 with more ease in restrictions.

Due to estimation uncertainty relating to the global COVID-19 pandemic for assessingthe recoverability of receivables including current assets and certain investments theCompany has considered internal and external information up to the date of approval ofthese financial results. The Company has evaluated various scenarios with certainassumptions along with current indicators of future economic condition. Basis this theCompany expects to recover the carrying amount of the assets and investments. The Companyalso believes that it will continue to operate in its present business while recoveringthe carrying cost of all its assets. The impact of the global health pandemic may bedifferent from that estimated as at the date of approval of these standalone financialresults. The Company will continue to closely monitor any material charges in the futureeconomic conditions and impact on business.

7. COVID-19 RESPONSE FOR EMPLOYEE SAFETY:

With the onset of COVID-19 pandemic we laid strong focus on the safety of our peopleat factory and in the corporate offices. Safety guidelines were briefed to every employeeof the Company. After the Company opened its factory post relaxation of lockdown weensured maintaining social distancing.

8. DETAILS OF NEW SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

There are no New Subsidiary / Joint ventures / Associate Companies in our Company.

9. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY / JOINT VENTURES / ASSOCIATECOMPANIES: Not Applicable

10. STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF ASSOCIATE COMPANY:

Your Company is not having any associate Company and hence the statement containing thesalient feature of the financial statement of a company's associate company under thefirst proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not formpart of Directors' Report.

11. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year underreview.

12. DISCLOSURE OF ACCOUNTING TREATMENT:

During the year under review the Company followed the applicable Accounting Standardsin the preparation of its Financial Statements.

13. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

The Company has adequate and effective control systems commensurate with its size andnature of business to ensure that assets are efficiently used and the interest of theCompany is safe guarded and the transactions are authorized recorded and reportedcorrectly. Checks and balances are in place to determine the accuracy and reliability ofaccounting data.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Particulars of loans or investments made or guarantees given or security provided inaccordance with Section 186 of the Companies Act 2013 as on 31st March 2020are as follows:

Amount outstanding as at 31st March 2020:

Particulars Amount (' in Lakhs)
Loans given -
Guarantee given -
Security Provided -
Investments made 41.90

Please refer note no. 2 in the notes forming part of the financial statements for thedetailed information.

15. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as prescribed under Section 92(3) of the Act read withRule 12(1) of the Companies (Management and Administration) Rules 2014 in prescribed FormMGT-9 is annexed to this report as "Annexure I".

16. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

17. BOARD MEETINGS:

During the year under review total 4 (four) Meetings of Board of Directors (hereinafter called as "the Board") were held the details of which are mentionedbelow:

Sr. Date of no Meeting Venue and time of the meeting Directors Present Directors who were absent with / without leave of absence
1 27th May 2019 Venue: Office no. 15 / 16 / 17 1st floor Maker Chambers III Jamnalal Bajaj Road Nariman Point Mumbai - 400 021 Time: 3.30 p.m. 1. Mr. Ashok K. Khemani None
2. Mr. Rahul A. Khemani
3. Mr. Shahin N. Khemani
4. Mr. Kumar S. Nathani
5. Ms. Shraddha M. Teli
6. Mr. Maulin S. Gandhi
2 6th August 2019 Venue: Office no. 15 / 16 / 17 1st floor Maker Chambers III Jamnalal Bajaj Road Nariman Point Mumbai - 400 021 Time: 3.00 p.m. 1. Mr. Ashok K. Khemani None
2. Mr. Rahul A. Khemani
3. Mr. Shahin N. Khemani
4. Mr. Kumar S. Nathani
5. Ms. Shraddha M. Teli
6. Mr. Maulin S. Gandhi
3 12th November 2019 Venue: Office no. 15 / 16 / 17 1st floor Maker Chambers III Jamnalal Bajaj Road Nariman Point Mumbai - 400 021 Time: 3.30 p.m. 1. Mr. Ashok K. Khemani 1. Ms. Shraddha M. Teli 2. Mr. Maulin S. Gandhi
2. Mr. Rahul A. Khemani
3. Mr. Shahin N. Khemani
4. Mr. Kumar S. Nathani
4 13th February 2020 Venue: Office no. 15 / 16 / 17 1st floor Maker Chambers III Jamnalal Bajaj Road Nariman Point Mumbai - 400 021 Time: 3.30 p.m. 1. Mr. Ashok K. Khemani 1. Mr. Rahul A. Khemani
2. Mr. Shahin N. Khemani
3. Mr. Kumar S. Nathani
4. Ms. Shraddha M. Teli
5. Mr. Shatrughun N. Jiwnani
6. Mr. Rohit P. Bajaj

18. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review the following Changes in Directors and Key managerialpersonnel has taken place:

Sr. no Name of the Director/ Key managerial personnel Appointment / Resignation Date of Appointment/ Resignation/ Change in Designation
1 Mr. Shatrughun N. Jiwnani Appointed as "Additional Director" (In category of "Non-Executive Independent Director") 6th January 2020
2 Mr. Rohit P. Bajaj Appointed as "Additional Director" (In category of "Non-Executive Independent Director") 6th January 2020
3 Mr. Maulin S. Gandhi Resigned from the position of "NonExecutive Independent Director" 15th January 2020
4 Mr. Kumar S. Nathani Resigned from the position of "NonExecutive Independent Director" 25th February 2020

19. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

There are no qualifications reservation or adverse remarks made by the StatutoryAuditors of the Company in their report.

20. STATUTORY AUDITORS:

M/s. D K P & Associates Chartered Accountants (Firm Registration No. 126305W) havebeen appointed for a period of 5 (five) years from the conclusion of the 32ndAnnual General Meeting till the conclusion of the 37th Annual General Meetingof the company subject to ratification by the Members in every Annual General Meeting.

In view of the amendment in the Companies Act 2013 which were notified with effectfrom 7th May 2018 by the Ministry of Corporate Affairs the requirement ofratification of Auditors at every year has been removed and accordingly there is norequirement of ratification of appointment of Auditors.

The Company has received a written confirmation from the Statutory Auditors that theircontinued appointment shall be in accordance with the criteria as provided under Section141 of the Companies Act 2013.

21. SECRETARIAL AUDITOR:

As required under provisions of Section 204 of the Companies Act 2013 and Rules madethereunder M/s Pramod S. Shah and Associates Practicing Company Secretaries wasappointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for thefinancial year 2019-20.

The Secretarial Audit Report for the financial year 2019-20 is annexed herewith as "AnnexureII". The said Secretarial Audit Report doesn't contain any qualificationsreservations or adverse remarks.

22. COST AUDITORS AND THEIR REPORT:

As per Section 148 of the Act read with the Companies (Cost Records and Audits) Rules2014 as amended the Board of Directors of your Company on recommendation of the AuditCommittee have re-appointed M/s. NKJ & Associates Practising Cost Accountants Mumbai(Registration No. 101893) as the Cost Auditors to carry out the cost audit for thefinancial year 2020-21. The remuneration of Cost Auditors has been approved by the Boardof Directors on the recommendation of the Audit Committee and the requisite resolution forratification of remuneration of Cost Auditors by the members has been set out in theNotice convening the 35th Annual General Meeting of your Company.

The re-appointment of M/s. NKJ & Associates Practising Cost Accountants Mumbai asthe Cost Auditors of your Company is within the prescribed limits of the Act and free fromany disqualifications specified thereunder. Your Company has received the Certificate fromthe Cost Auditor confirming their independence and relationship on arm's length basis.

The Cost Audit Report for the financial year ended 31st March 2019 issuedby M/s. NKJ & Associates Practising Cost Accountants in respect of the variousproducts prescribed under Cost Audit Rules does not contained any qualification(s)reservation(s) or adverse remark(s) and the same was filed with the Ministry of CorporateAffairs on 28th August 2019. The Cost Audit Report for the financial yearended 31st March 2020 will be filed with the Ministry of Corporate Affairswithin the prescribed statutory time limit.

23. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has entered into transactions with related parties in accordance with theprovisions of the Companies Act 2013 and the particulars of contracts or arrangementswith related parties referred to in Section 188(1) as prescribed in Form AOC - 2 of therules prescribed under Chapter IX relating to Accounts of Companies under the CompaniesAct 2013 is annexed herewith as "Annexure III".

Disclosure of transactions with related parties as required under the applicableAccounting Standards have been made in the notes forming part of the financial statements.

24. DETAILS OF REMUNERATION / COMPENSATION RECEIVED BY MANAGING DIRECTOR FROM HOLDING /SUBSIDIARY COMPANIES:

The Company is not having any Holding or Subsidiary Company and hence this clause ofreceiving the remuneration/compensation by the Managing Director is not applicable.

25. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

The details with regard to payment of remuneration to Director and Key ManagerialPersonnel is provided in Form No. MGT 9- extract of annual return annexed as "AnnexureI".

26. CHANGE IN CAPITAL STRUCTURE:

There has been no change in the capital structure of the Company during the year ended31st March 2020.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The Company has duly constituted CSR Committee the details of which is mentioned inpoint no. 34-IV. The CSR Policy of the Company is available on its website at:www.bluechiptexindustrieslimited.com.

During the year the Company has spent ' 0.41 lakhs on CSR activities. The Disclosuresas per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is made inprescribed form which is annexed to this Report as "Annexure IV".

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBULNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATION IN FUTURE:

There are no material or significant orders passed by the regulators or courts ortribunals impacting the going concern status and the company's operation in future.

29. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANANGEMENT POLICY U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015 the top 500 listed entities needs to adopt RiskManagement Policy. Therefore the Company is not required to adopt Risk Management Policy.

At present the company has not identified any element of risk which may threaten theexistence of the company.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company is committed to provide safe and conducive environment to its employeesduring the year under review. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OFCOMPANIES ACT 2013:

There are no frauds reported by the Auditor which are required to be disclosed underSection 143(12) of Companies Act 2013.

32. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6)OF THE COMPANIES ACT 2013:

As per the provisions of Section 149(4) of the Companies Act 2013 read with TheCompanies (Appointment and Qualifications of Directors) Rules 2014 every listed publiccompany shall have at least one-third of the total number of directors as independentdirectors.

In view of the above your Company has duly complied with the provision and followingare the independent directors as on 31st March 2020:

Sr. no. Name of the Independent Director Date of appointment / Reappointment Date of passing of special resolution / Board Resolution (if any)
1. Ms. Shraddha M. Teli 29th August 2017 29th August 2017
2. Mr. Shatrughun N. Jiwnani 6th January 2020 6th January 2020
3. Mr. Rohit P. Bajaj 6th January 2020 6th January 2020

All the above Independent Directors meets the criteria of ‘independence'prescribed under section 149(6) and have submitted declaration to the effect that theymeet with the criteria of ‘independence' as required under section 149(7) of theCompanies Act 2013.

Further all the Independent Directors of your Company have complied with the provisionsof sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 by registering themselves under data bank of Independent Directorfor one year.

33. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Transfer of Equity Shares: Pursuant to the provisions of Section 124(6) of the Actand the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 notified by the Ministry of Corporate Affairs on 7thSeptember 2016 and subsequently amended vide notification dated 28th February2017 all the equity shares of the Company in respect of which dividend amounts have notbeen paid or claimed by the shareholders for seven consecutive years or more are requiredto be transferred to demat account of the Investor Education and Protection Fund Authority(IEPF Account).

Accordingly 6308 shares of 48 members of your Company were transferred to DematAccount of IEPF Authority on 14th November 2019. Your Company had sentindividual notice to all the aforesaid 48 members and has also published the notice in theleading English and Gujarati newspapers. The details of the aforesaid 48 members areavailable on website of your Company i.e. www. bluechiptexindustrieslimited.com.

Transfer of Unpaid/Unclaimed Dividend: Further pursuant to the provisions ofSection 124(5) of the Act the dividend which remained unclaimed/ unpaid for a period ofseven years from the date of transfer to unpaid dividend account is required to betransferred to the Investor Education and Protection Fund (IEPF) established by theCentral Government.

As a result the unclaimed/ unpaid dividend for the year 2011-12 which remained unpaidand unclaimed for a period of 7 years has been already transferred by your Company to theIEPF.

Your Company has uploaded the details of unclaimed/ unpaid dividend for the financialyear 2011-12 onwards on its website viz. www.bluechiptexindustrieslimited.com and onwebsite of the Ministry of Corporate Affairs viz. www.mca.gov.in and the same getsrevised / updated from time to time.

Further the unpaid dividend amount pertaining to the financial year 2012-13 will betransferred to IEPF during the Financial Year 2020-21.

34. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

The ‘Nomination and Remuneration Committee' consists of three non-executiveDirectors who are independent directors as well and the said constitution is in accordancewith the provisions of Companies Act 2013. The Committee acts in accordance with theterms of reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Sr. no. Name of the Member Designation
1 Mr. Shatrughun .N. Jiwnani Chairman
2 Mr. Rohit .P. Bajaj Member
3 Ms. Shraddha .M. Teli Member

The Company's Nomination and Remuneration Policy for Directors Key ManagerialPersonnel and other employees is annexed herewith as "Annexure V" to thethis Report. Further the Company has devised a Policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors & KeyManagerial Personnel's. The Company's Nomination and Remuneration Policy is directedtowards rewarding performance based on review of achievements periodically. The Nominationand Remuneration Policy is in consonance with the existing industry practice.

II. Audit Committee:

Your Company has constituted an "Audit Committee" comprising of threedirectors consisting of two Independent directors and one executive director with theChairman being Independent director. The Audit Committee acts in accordance with the Termsof Reference specified by the Board in writing.

The Composition of the Committee is as under:

Sr. no. Name of the Member Designation
1 Mr. Shatrughun .N. Jiwnani Chairman
2 Mr. Rohit .P. Bajaj Member
3 Mr. Ashok .K. Khemani Member - only till 31st August 2020
4 Mr. Rahul .A. Khemani Member - w.e.f. 1st September 2020

Important terms of reference of the Audit Committee are stated as under:

a. Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;

b. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

c. Examination of the financial statement and limited review / auditors' reportthereon;

d. Approval or any subsequent modification of transactions of the company with relatedparties;

e. Scrutiny of inter-corporate loans and investments;

f. Valuation of undertakings or assets of the company wherever it is necessary;

g. Evaluation of internal financial controls and risk management systems;

h. Discussion with Internal Auditors of any significant findings and follow up thereon;

i. Review the functioning of the Whistle Blower mechanism or Vigil mechanism;

j. Monitoring the end use of funds raised through public offers and related mattersetc.

III. Stakeholders Relationship Committee / Shareholders Grievance Committee:

The Stakeholders' Relationship Committee inter-alia monitors and reviews investors'grievances and is responsible for the satisfactory redressal of investors' complaints andrecommends measures for overall improvement in the quality of services.

The Composition of the Committee is as under:

Sr. no. Name of the Member Designation
1 Mr. Shatrughun N. Jiwnani Chairman
2 Mr. Shahin N. Khemani Member
3 Mr. Ashok .K. Khemani Member - only till 31st August 2020
4 Mr. Rahul .A. Khemani Member - w.e.f. 1st September 2020

The important functions of the Stakeholder's Relationship Committee / Shareholders'Grievance Committee include the following:-

a. Transfer / Transmission of shares;

b. Issue of duplicate share certificates;

c. Review of shares dematerialized and all other related matters;

d. Monitors expeditious redressal of investors' grievances;

e. Non receipt of Annual Report; etc

IV. Corporate Social Responsibility Committee:

The Corporate Social Responsibility (CSR) Committee was constituted pursuant to Section135 of the Companies Act 2013 read with Companies (Corporate Social ResponsibilityPolicy) Rules 2014 comprising of three directors consisting of one Independent directorand two executive directors with the Chairman being Independent director.

The Composition of the Committee is as under:

Sr. no. Name of the Member Designation
1 Mr. Shatrughun .N. Jiwnani Chairman
2 Mr. Shahin .N. Khemani Member
3 Mr. Ashok .K. Khemani Member - only till 31st August 2020
4 Mr. Rahul .A. Khemani Member - w.e.f. 1st September 2020

The Corporate Social Responsibility Committee functions in accordance with the terms ofreference as specified under the Act and as may be specified by the Board from time totime which inter-alia includes:

a. Formulate and recommend the Corporate Social Responsibility (CSR) Policy and anyamendments therein to the Board of Directors of the Company;

b. Develop and approve various CSR projects programs and activities to be undertakenfrom time to time either directly by the Company or through other entities;

c. Determine modalities of execution of such CSR projects programs and activities;

d. Undertake all necessary steps to implement the CSR activities;

e. Authorise and approve CSR expenditure from time to time subject to the limitsapproved by the Board of Directors;

f. Monitor the CSR activities in such manner as it deems fit;

g. Carry out all such acts deeds matters and things as may be required in connectionwith aforesaid matters and generally for any matter connected with the CSR policy of theCompany;

h. To perform such functions as may be entrusted by the Board of Directors from time totime.

V. THE VIGIL MECHANISM:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theListing Regulations for reporting the genuine concerns or grievances or concerns of actualor suspected fraud or violation of the Company's code of conduct. The said Mechanism isestablished for directors and employees to report their concerns. The policy provides theprocedure and other details required to be known for the purpose of reporting suchgrievances or concerns. The same is uploaded on the website of the Company at:www.bluechiptexindustrieslimited.com.

35. PARTICULARS OF REMUNERATION TO DIRECTORS AND EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided under "Annexure- VI-A" which is annexed to this Report.

In terms of the provisions Section 197(12) of the Act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of employees drawing remuneration inexcess of the limits set out in the said rules are provided under "Annexure -VI-B" which is annexed to this Report.

36. PERFORMANCE EVALUATION:

As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on code of conduct for Independent directors the Company has apolicy for performance evaluation of the Board Committees Key Managerial Personnel's andother individual Directors (including Independent Directors) which include criteria forperformance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committeethe Board carried out annual performance evaluation of the Board its Committees KeyManagerial Personnel's and Individual Directors. Such evaluation exercise has been carriedout:

a. of Board as a whole by Board of Directors by Independent Directors and byNomination & Remuneration Committee;

b. of every Individual Director by Nomination & Remuneration Committee;

c. of Managing Director & Non-Independent Director's by Independent Directors;

d. of every Independent Director by Board of Director's;

e. of each Committee by every Individual Director;

f. of every Individual Director by other Director;

g. of Chief Financial Officer by every Individual Director and

h. of Company Secretary by every Individual Director.

All the above evaluation was carried out at Board of Director's meeting IndependentDirector's meeting and Nomination and Remuneration Committee meeting held on 13thFebruary 2020.

Having regard to the industry size and nature of business your company is engaged andthe evaluation methodology adopted is in the opinion of the Board sufficient appropriateand is found to be serving the purpose.

The criteria's for the evaluation of the Independent Directors are:

a. Prior preparation and detailed study of the matters to be discussed at the meetingsof Board and members;

b. Participation in deliberations and bringing relevant experience to the board tableat its various meetings;

c. Devotion of sufficient time and attention to his responsibilities;

d. Awareness of Company's Code of Conduct or ethics policy and its compliance in truespirit;

e. Proper assistance is provided by him/her in protecting the legitimate interest ofthe Company Shareholder and Employees;

f. Contribution made by him/her in important decisions making in planning thestrategies formulated by the management for progress of the Company and promoting theobjects of the Company for the benefit of the Company's stakeholders;

g. Assistance provided by him/her to the Board of Directors in implementing the bestCorporate Governance Practices;

h. Abidance with the fiduciary duties and the accompanying liabilities that had come byreason of their appointment;

i. Attendance and/or assistance provided in organizing special events on behalf of theBoard and

j. Specific contributions made during the year under review and if such contributionshave made a positive effect on the Governance of the Company.

37. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with provisions of section 134 (3) (c) and 134(5) of the Companies Act2013 your Directors state the following:-

a. In the preparation of the annual accounts for the year ended 31st March2020 the applicable accounting standards had been followed and there are no materialdepartures from the same;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and ofthe profit of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively and

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

Industry Information:

India is the world's second largest producer of textiles and garments. The textiles andapparel industry can be broadly divided into two segments - yarn and fibre and processedfabrics and apparel. The domestic textiles and apparel market was estimated at US$ 100billion in FY19 and has grown at a CAGR of 10 per cent since FY06. The size of India'stextile market is expected to touch US$ 223 billion by 2021 growing at a CAGR of 10.23per cent over 2016. Growth in demand is expected to continue at 12 per cent CAGR to reachUS$ 220 billion by 2025. The textile industry has around 4.5 crore workers including 35.22lakh handloom workers all over the country. India's textile and apparel export stood atUS$ 38.70 billion in FY19 and is expected to increase to US$ 82.00 billion by 2021 fromUS$ 22.95 billion in FY20 (till November 2019). Cloth production in FY19 stood at 70.04billion square meters and 63.34 billion square meters in FY20 (till January 2020).

(Source: India Brand Equity Foundation)

Cotton production in India reached 36.04 million bales in FY20. During FY19 productionof fibre in India stood at 1.44 million tonnes (MT) and reached 1.60 MT in FY20 (tillJanuary 2020) while that for yarn the production stood at 4762 million kgs during sameperiod. Cotton yarn a major segment in FY20 (till January 2020) accounted for more than54 per cent share in yarn production.

(Source: India Brand Equity Foundation)

Rising Government focus and favourable policies is leading to growth in the textilesand clothing industry. The Ministry of Textiles is encouraging investment throughincreasing focus on schemes such as Technology Up-gradation Fund Scheme (TUFS). In UnionBudget 2020-21 the Government has allocated ' 761.90 crore (US$ 109.01 million) forAmended Technology Upgradation Fund Scheme (A-TUFS). The Cabinet Committee on EconomicAffairs (CCEA) Government of India has approved a new skill development scheme named‘Scheme for Capacity Building in Textile Sector (SCBTS)'. The Government announced aspecial package to boost export by US$ 31 billion create one crore job opportunities andattract investment worth ' 80000 crore (US$ 11.93 billion) during 2018-2020. 100 per centFDI (Foreign Direct Investment) is permitted in the sector. Cumulative FDI inflow in thetextiles sector stood at over US$ 3.44 billion between April 2000 to March 2020.

(Source: India Brand Equity Foundation)

In Union Budget 2020-21 the Government of India has allocated around ' 3515 crore(US$ 502.93 million) to the Ministry of Textiles and ' 80 crore (US$ 11.45 million) forthe scheme on Integrated Textile Parks. The Ministry of Textiles has announced ' 690 crore(US$ 106.58 million) for setting up 21 readymade garment manufacturing units in sevenstates for development and modernization of Indian textile sector. National TechnicalTextiles Mission is proposed for a period from 2020-21 to 2023-24 at an estimated outlayof ' 1480 crore (US$ 211.76 million).

(Source: India Brand Equity Foundation)

Strength and Opportunities:

• The Indian textile industry is set for strong growth buoyed by both strongdomestic consumption as well as export demand.

• India can become the one-stop sourcing destination for companies fromAssociation of Southeast Asian Nations (ASEAN) as there exist several opportunities fortextile manufacturing companies

from 10-nation bloc to invest in India.

• 100% FDI (automatic route) is allowed in the Indian Textile Sector.

• Robust Demand:

Rise in income levels is expected to drive demand in textile industry.

• Competitive Advantage:

India has abundant availability of raw materials such as cotton wool silk and jute.It also enjoys a comparative advantage in terms of skilled manpower and in cost ofproduction;

• Promising export potential;

Weakness and Threats:

• Indian Textile Industry is highly Fragmented Industry.

• Volatile raw material prices and increasing wages.

• Increasing input costs i.e. power finance and logistics.

• Rapidly changing consumer behaviour.

• Fluctuation in Crude Oil Prices.

Management Perception of Risks and Concerns:

• In today's challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the company are imperative. The mainrisks include strategic risk operational risk financial risk and compliances and legalrisk. The fast technology obsolescence high cost of manufacturing and taxation are themajor risk/ concerns of the business.

• Adequate availability of raw material at the right prices is crucial for thecompany. Disruption in the supply or changes in the cost structure would affect theprofitability of the company.

Outlook:

The future for the Indian textile Industry looks promising buoyed by strong domesticconsumption as well as export demand. High economic growth has resulted in higherdisposable income. This has led to rise in demand for products creating a huge domesticmarket. Free trade with Asian countries and proposed agreements with EU Countries willalso help to boost exports. Also the west has started taken India seriously as a potentialsupplier of polyester yarn apart from china. Rising government focus and favourablepolicies to support the Industry has led to growth in the Industry.

The Company's Financial Performance:

The highlights of the Company's financial performance for the year ended 31stMarch 2020 is given in the Directors Report.

Internal Control and Management Systems:

Your company has an adequate internal control system. There is a system of continuousinternal audit which aims at ensuring effectiveness and efficiency of systems andoperations. Your company has the benefit of internal control systems which have beendeveloped over the years and which has ensured that all transactions are satisfactorilyrecorded and reported and all assets are protected against loss from unauthorised use orotherwise. The process of Internal control and systems statutory compliance riskanalysis and its management and information technology are taken together to provide ameaningful support to the management process also continuous efforts are being made tostrengthen the system.

Human Resource and Industrial Relations:

The Company believes that Human Resources play a significant role in achieving itsbusiness vision. Hence the Company continues to invest on hiring the best talentdeveloping and retaining the available talent to ensure a sustainable talent supply withinthe organization. The Company provides various opportunities to the employees to developtheir skills to take up higher responsibilities in the organization. The Company usesvarious communication channels to seek employees' feedback about the overall workingenvironment and the necessary tools and resources they need to perform at their bestpotential. The Company's employee strength stood at 158 as on 31st March 2020

Cautionary Statement:

Readers are cautioned that this discussion and analysis contains forward-lookingstatements that involve risks and uncertainties. The Company undertakes no obligation topublicly update or revise any forward-looking statements whether as a result of newinformation future events or otherwise. Actual results performances or achievementsrisks and opportunities could differ materially from those expressed or implied in theseforward-looking statements. Readers are cautioned not to place undue reliance on theseforward-looking statements as these are relevant at a particular point of time &adequate restrain should be applied in their use for any decision making or formation ofan opinion.

The above discussion and analysis should be read in conjunction with the Company'sfinancial statements included herein and the notes thereto.

39. MARGINS & KEY RATIOS:

EBITDA stood at ' 1222.24 Lakhs in FY 2019-20 as against ' 952.66 Lakhs in FY 2018-19.Operating Profit Margin stood at 4.27 % in FY 2019-20 as against 2.66 % in FY 2018-19. NetProfit Margin stood at 2.63 % in FY 2019-20 as against 1.1 % in FY 2018-19. InterestCoverage Ratio stood at 5.14 in FY 2019-20 as compared to 2.52 in FY 2018-19. CurrentRatio increased to 1.83 as on 31st March 2020 as against 1.34 as on 31stMarch 2019. Debt-Equity Ratio stood at 0.76 as at 31st March 2020 as against1.30 as at 31st March 2019. Return on Capital Employed stood at 26.48 % in FY2019-20 as against 17.63 % in FY 2018-19.

40. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards for the financialyear 2019-20.

41. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stake holders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board of Directors For Blue Chip Tex Industries Limited

Ashok .K. Khemani Shahin .N. Khemani Rahul .A. Khemani
Managing Director Executive Director CFO & Executive Director
DIN: 00053623 DIN: 03296813 DIN: 03290468

Place: Mumbai

Date: 19th August 2020

ANNEXURE TO DIRECTORS' REPORT

"ANNEXURE I: EXTRACT OF ANNUAL RETURN"

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended 31st March 2020 [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 : L17100DN1985PLC005561
ii) Registration Date : 17/09/1985
iii) Name of the Company : Blue Chip Tex Industries Limited
iv) Category / Sub-Category of the Company : Company Limited by shares / Indian Non-Government
v) Address of the Registered office and contact details : Plot no. 63-B Danudyog Sahakari Sangh Limited Village Piparia Silvassa Union Territory of Dadra & Nagar Haveli- 396 230 Tel No.: 022 4353 0400 / 9924422247 Email Id: bluechiptex@gmail.com
vi) Whether listed company : Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any : M/s. Bigshare Services Pvt. Ltd 1st Floor Bharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri East Mumbai - 400059 Tel No.: 022- 62638200 Email Id: investor@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. Name and Description of main products / No. services NIC Code of the Product/ service % to total turnover of the Company
1. Manufacture of synthetic or artificial filament yarn tenacity yarn whether or not textured including high tenacity yarn 20203 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Not Applicable

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

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
CATEGORY OF SHAREHOLDERS Demat Physical Total % of total Shares Demat Physical Total % of total Shares
A. PROMOTERS
(1) INDIAN
A) INDIVIDUAL/ HUF 0 0 0 0 0 0 0 0 0
B) CENTRAL GOVT 0 0 0 0 0 0 0 0 0
C) STATE GOVT(S) 0 0 0 0 0 0 0 0 0
D) BODIES CORP. 648288 0 648288 32.90 648288 0 648288 32.90 0
E) BANKS / FIS 0 0 0 0 0 0 0 0 0
F) DIRECTORS / RELATIVES 324595 0 324595 16.47 321316 0 321316 16.31 (0.16)
G) GROUP COMPANIES 212700 0 212700 10.79 212700 0 212700 10.79 0
SUB-TOTAL (A)(1): 1185583 0 1185583 60.16 1182304 0 1182304 60.00 (0.16)
(2) FOREIGN
A) NRIS - INDIVIDUALS 0 0 0 0 0 0 0 0 0
B) OTHER - INDIVIDUALS 0 0 0 0 0 0 0 0 0
C) BODIES CORP. 0 0 0 0 0 0 0 0 0
D) BANKS / FI 0 0 0 0 0 0 0 0 0
E) ANY OTHER.... 0 0 0 0 0 0 0 0 0
SUB-TOTAL (A)(2): 0 0 0 0 0 0 0 0 0
TOTAL SHAREHOLDING OF PROMOTER (A) = (A)(1)+(A) (2) 1185583 0 1185583 60.16 1182304 0 1182304 60.00 (0.16)
B. PUBLIC SHAREHOLDING
1. INSTITUTIONS
A) MUTUAL FUNDS 0 0 0 0 0 0 0 0 0
B) BANKS / FI 1100 0 1100 0.06 1100 0 1100 0.06 0
C) CENTRAL GOVT (IEPF) 112152 0 112152 5.69 118460 0 118460 6.01 0.32
D) STATE GOVT(S) 0 0 0 0 0 0 0 0 0
E) VENTURE CAPITAL FUNDS 0 0 0 0 0 0 0 0 0
F) INSURANCE COMPANIES 0 0 0 0 0 0 0 0 0
G) FIIS 0 0 0 0 0 0 0 0 0
H) FOREIGN VENTURE CAPITAL FUNDS 0 0 0 0 0 0 0 0 0
I) OTHERS 0 0 0 0 0 0 0 0 0
SUB-TOTAL (B)(1): 113252 0 113252 5.75 119560 0 119560 6.07 0.32
2. NON-INSTITUTIONS
A) BODIES CORP.
I) INDIAN 6831 600 7431 0.38 7931 600 8531 0.43 0.05
II) OVERSEAS 0 0 0 0 0 0 0 0 0

 

CATEGORY OF SHAREHOLDERS

No. of Shares held at the beginning

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of total Shares Demat Physical Total % of total Shares
B) INDIVIDUALS
I) INDIVIDUAL SHAREHOLDERS HOLDING NOMINAL SHARE CAPITAL UPTO ' 1 LAKH 379430 206839 586269 29.75 379618 191437 571055 28.98 (0.77)
II) INDIVIDUAL SHAREHOLDERS HOLDING NOMINAL SHARE CAPITAL IN EXCESS OF ' 1 LAKH 34692 0 34692 1.76 48683 0 48683 2.47 0.71
C) CLEARING MEMBER 432 0 432 0.02 1170 0 1170 0.06 0.04
D) NON RESIDENT INDIAN(NRI) 14534 4900 19434 0.99 8646 4900 13546 0.69 (0.30)
E) HUF 23407 0 23407 1.19 25651 0 25651 1.30 0.11
SUB-TOTAL (B)(2): 459326 212339 671665 34.09 471699 196937 668636 33.93 (0.16)
TOTAL PUBLIC SHAREHOLDING (B)=(B)(1)+(B)(2) 572578 212339 784917 39.84 591259 196937 788196 40.00 0.16
C. SHARES HELD BY CUSTODIAN FOR GDRS & ADRS 0 0 0 0 0 0 0 0 0
GRAND TOTAL (A+B+C) 1758161 212339 1970500 100.00 1773563 196937 1970500 100.00 0.00

(ii) Shareholding of Promoters

Sr No Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share holding during the year

No of Shares % of total shares of company %of Shares Pledged / encumbered to total shares No of Shares % of total shares of company %of Shares Pledged / encumbered to total shares
1. Beekaylon Synthetics Private Limited 486188 24.67 0.00 486188 24.67 0.00 0.00
2. Indotex Export House Private Limited 208300 10.57 10.57 208300 10.57 10.57 0.00
3. Sangam Syntwist Textiles Private Limited 162100 8.23 8.23 162100 8.23 8.23 0.00
4. Mr. Ashok K. Khemani 74690 3.79 0.00 74690 3.79 0.00 0.00
5. Mr. Nand K. Khemani 70531 3.58 0.00 70531 3.58 0.00 0.00
6. Mr. Roop K. Khemani 105700 5.36 0.00 105700 5.36 0.00 0.00
7. Mr. Shahin N. Khemani 28600 1.45 0.00 28600 1.45 0.00 0.00
8. Mr. Rahul A. Khemani 25300 1.28 0.00 25300 1.28 0.00 0.00
9. Mrs. Rachna A. Khemani 16495 0.84 0.00 16495 0.84 0.00 0.00
10. Setron Textile Mills Private Limited 4400 0.22 0.00 4400 0.22 0.00 0.00
11. Mr. Siddharth A. Khemani 3279 0.17 0.00 0 0.00 0.00 (0.16)
TOTAL 1185583 60.16 18.80 1182304 60.00 18.80 (0.16)

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

Particulars

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
At the beginning of the year 1185583 60.16
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): Date wise increase/decrease of promoters holding: Sale of 3279 equity shares by Mr. Siddharth Khemani on 12th April 2019.
At the End of the year 1182304 60.00

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

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No. Name of the shareholder No. of shares % of total shares of the Company No. of shares % of total shares of the company
1. Satya Prakash Mittal
At the beginning of the year 34692 1.76 34692 1.76
Bought/sold during the year
1) 07.06.2019 300 0.02 34992 1.78
At the end of the year 34992 1.78
2. Jyoti Prem Tolani
At the beginning of the year 12763 0.65 12763 0.65
Bought/sold during the year
1) 13.12.2019 295 0.01 13058 0.66
2) 31.12.2019 102 0.00 13160 0.66
3) 20.03.2020 531 0.03 13691 0.69
At the end of the year 13691 0.69
3. Satya Prakash Mittal (HUF)
At the beginning of the year 9997 0.51 9997 0.51
Bought/sold during the year
1) 24.01.2020 492 0.02 10489 0.53
2) 31.01.2020 100 0.01 10589 0.54
3) 21.02.2020 280 0.01 10869 0.55
At the end of the year 10869 0.55

 

4. Ritu Garg
At the beginning of the year 0 0.00

0

0.00

Bought /sold during the year
1) 28.02.2020 2009 0.10

2009

0.10

2) 06.03.2020 2531 0.13

4540

0.23

3) 13.03.2020 744 0.04

5284

0.27

4) 20.03.2020 3247 0.16

8531

0.43

5) 27.03.2020 1095 0.06

9626

0.49

6) 31.03.2020 86 0.00

9712

0.49

At the end of the year

9712

0.49

5. Meena Jetho Belani
At the beginning of the year 7220 0.37

7220

0.37

Bought/sold during the year
1) 23.08.2019 (206) (0.01)

7014

0.36

2) 30.08.2019 (771) (0.04)

6243

0.32

At the end of the year

6243

0.32

6. Sabyasachi Ghosh
At the beginning of the year 7067 0.36

7067

0.36

Bought/sold during the year
1) 15.11.2019 (715) 0.04

6352

0.32

2) 17.01.2020 (15) 0.00

6337

0.32

3) 24.01.2020 (1900) 0.10

4437

0.22

4) 31.01.2020 (1004) 0.05

3433

0.17

5) 14.02.2020 (1031) 0.05

2402

0.12

At the end of the year

2402

0.12

7. Vikat Advisory Services LLP
At the beginning of the year 0 0.00

0

0.00

Bought/sold during the year
1) 20.12.2019 751 0.04

751

0.04

2) 27.12.2019 45 0.00

796

0.04

3) 03.01.2020 720 0.04

1516

0.08

4) 10.01.2020 1072 0.05

2588

0.13

5) 17.01.2020 1139 0.06

3727

0.19

6) 24.01.2020 1000

0.05

4727

0.24
7) 31.01.2020 1604

0.08

6331

0.32
8) 13.03.2020 10

0.00

6341

0.32
9) 20.03.2020 540

0.03

6881

0.35
At the end of the year

6881

0.35
8. Gyanendra Kumar
At the beginning of the year 0

0.00

0

0.00
Bought/sold during the year
1) 09.08.2019 50

0.00

50

0.00
2) 13.09.2019 21

0.00

71

0.00
3) 20.09.2019 131

0.01

202

0.01
4) 27.09.2019 425

0.02

627

0.03
5) 18.10.2019 67

0.00

694

0.03
6) 06.12.2019 1900

0.10

2594

0.13
7) 13.12.2019 106

0.01

2700

0.14
8) 20.12.2019 100

0.00

2800

0.14
9) 27.12.2019 500

0.03

3300

0.17
10) 31.12.2019 175

0.01

3475

0.18
11) 03.01.2020 117

0.01

3592

0.19
12) 10.01.2020 33

0.00

3625

0.19
13) 17.01.2020 370

0.02

3995

0.21
14) 24.01.2020 30

0.00

4025

0.21
15) 31.01.2020 25

0.00

4050

0.21
16) 07.02.2020 246

0.01

4296

0.22
17) 14.02.2020 164

0.01

4460

0.23
18) 28.02.2020 63

0.00

4523

0.23
19) 20.03.2020 577

0.03

5100

0.26
20) 27.03.2020 580

0.03

5680

0.29
21) 31.03.2020 1

0.00

5681

0.29
At the end of the year

5681

0.29
9. Namita Parakh
At the beginning of the year 5681

0.29

5681

0.29
Bought/sold during the year 0

0

0

0
At the end of the year

5681

0.29
10. Devkinandan Jagmohanlal Tibrewala
At the beginning of the year 5000 0.25

5000

0.25

Bought/sold during the year
1) 07.06.2019 100 0.01

5100

0.26

2) 20.09.2019 84 0.00

5184

0.26

3) 27.09.2019 226 0.01

5410

0.27

4) 11.10.2019 110 0.01

5520

0.28

5) 21.02.2020 80 0.00

5600

0.28

At the end of the year

5600

0.28

11. Sreenivasa Sarma Bh
At the beginning of the year 4000 0.20

4000

0.20

Bought/sold during the year
1) 19.07.2019 (327) (0.02)

3673

0.18

2) 30.08.2019 1179 0.06

4852

0.24

3) 27.09.2019 248 0.01

5100

0.25

At the end of the year

5100

0.25

12. George Joseph
At the beginning of the year 5047 0.26

5047

0.26

Bought/sold during the year 0 0

0

0

At the end of the year

5047

0.26

13. Bhupendra Ratilal Shah
At the beginning of the year 5000 0.25

5000

0.25

Bought/sold during the year 0 0

0

0

At the end of the year

5000

0.25

14. Mahesh L Lakhwani
At the beginning of the year 5000 0.25

5000

0.25

Bought/sold during the year 0 0

0

0

At the end of the year

5000

0.25

 

Sr. No. Name of the Director/KMP 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
Directors
1. Mr. Ashok .K. Khemani
At the beginning of the year 74690 3.79 74690 3.79
Bought /sold during the year 0 0 0 0
At the end of the year 74690 3.79
2. Mr. Rahul .A. Khemani
At the beginning of the year 25300 1.28 25300 1.28
Bought/sold during the year 0 0 0 0
At the end of the year 25300 1.28
3. Mr. Shahin .N. Khemani
At the beginning of the year 28600 1.45 28600 1.45
Bought /sold during the year 0 0 0 0
At the end of the year 28600 1.45
4. Mr. Shatrughun .N. Jiwnani
At the beginning of the year 0 0 0 0
Bought /sold during the year 0 0 0 0
At the end of the year 0 0
5. Mr. Rohit .P. Bajaj
At the beginning of the year 0 0 0 0
Bought /sold during the year 0 0 0 0
At the end of the year 0 0
6. Ms. Shraddha Mangesh Teli
At the beginning of the year 0 0 0 0
Bought /sold during the year 0 0 0 0
At the end of the year 0 0
Key Managerial Personnel
1. Mr. Rahul .A. Khemani
At the beginning of the year 25300 1.28 25300 1.28
Bought/sold during the year 0 0 0 0
At the end of the year 25300 1.28
2. Mr. Bhumit .M. Dharod
At the beginning of the year 0 0 0 0
Bought /sold during the year 0 0 0 0
At the end of the year 0 0

(v) Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS:

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1541.58 525.00 0.00 2066.58
ii) Interest due but not paid 0.00 0.00 0.00 0.00
iii) Interest accrued but not due 13.58 0.00 0.00 13.58
Total (i+ii+iii) 1555.16 525.00 0.00 2080.16
Change in Indebtedness during the financial year
Addition 0.00 0.00 0.00 0.00
Reduction (279.34) 0.00 0.00 (279.34)
Net Change (279.34) 0.00 0.00 (279.34)
Indebtedness at the end of the financial year
i) Principal Amount 1262.24 525.00 0.00 1787.24
ii) Interest due but not paid 0.00 0.00 0.00 0.00
iii) Interest accrued but not due 10.62 11.65 0.00 22.27
Total (i+ii+iii) 1272.86 536.65 0.00 1809.51

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Mr. Ashok Kishinchand Khemani (Managing Director)
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) Income-tax Act 1961 - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - -
2. Stock Option - -
3. Sweat Equity - -
4. Commission/ Performance Pay - -
- as % of profit - -
- others specify... - -
5. Others please specify - -
Total (A) - -
Ceiling as per the Act

5% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013.

B. Remuneration to other Directors:

Sr. Particulars of Remuneration no Sitting fees for attending board / committee meetings Commission Others please specify (Remuneration) Total Amount
1. Independent Directors
Shatrughun .N. Jiwnani 0.05 0.00 0.00 0.05
Rohit .P. Bajaj 0.05 0.00 0.00 0.05
Shraddha .M. Teli 0.15 0.00 0.00 0.15
Maulin .S. Gandhi* 0.10 0.00 0.00 0.10
Kumar .S. Nathani** 0.20 0.00 0.00 0.20
Total (1) 0.55 0.00 0.00 0.55
2. Other Non-Executive Directors
Total (2) 0.00 0.00 0.00 0.00
3. Other Executive Directors
Shahin .N. Khemani 0.00 0.00 30.00 30.00
Rahul .A. Khemani 0.00 0.00 30.00 30.00
Total (3) 0.00 0.00 60.00 60.00
Total (B) = (1+2+3) 0.55 0.00 60.00 60.55
Ceiling as per the Act for sitting fees

Sitting fees payable to the Director for attending the meeting of the Board or Committee shall not exceed one lakh rupees per meeting of the Board or Committee.

Ceiling as per the Act for other directors who are nor MD/ WTD/ Manager

1% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013

Total Managerial Remuneration 60.55
Overall Ceiling as per the Act

11% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013

*Ceased to be director w.e.f. 15th January 2020

** Ceased to be director w.e.f. 25th February 2020

C. Remuneration to Key Managerial Personnel Other Than MD/MANAGER/WTD:

Sr. no Particulars of Remuneration

Key Managerial Personnel

Total

Mr. Bhumit .M. Dharod (Company Secretary) Mr. Rahul .A. Khemani (Chief Financial Officer)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 4.72 0.00 4.72
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 0.00 0.00 0.00
(c) Profits in lieu of salary under section 17(3) Income- Tax Act 1961 0.00 0.00 0.00
2. Stock Option 0.00 0.00 0.00
3. Sweat Equity 0.00 0.00 0.00
4. Commission - as % of profit - others specify... 0.00 0.00 0.00
5. Others please specify - Incentive 0.00 0.00 0.00
Total 4.72 0 4.72

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties punishment or compounding of offences during the year ended 31stMarch 2020.