You are here » Home » Companies » Company Overview » Chamanlal Setia Exports Ltd

Chamanlal Setia Exports Ltd.

BSE: 530307 Sector: Agri and agri inputs
NSE: CLSEL ISIN Code: INE419D01026
BSE 00:00 | 11 Jun 128.25 -1.85
(-1.42%)
OPEN

128.10

HIGH

131.60

LOW

127.55

NSE 00:00 | 11 Jun 128.20 -1.80
(-1.38%)
OPEN

130.00

HIGH

132.00

LOW

127.45

OPEN 128.10
PREVIOUS CLOSE 130.10
VOLUME 27119
52-Week high 142.95
52-Week low 39.85
P/E 8.09
Mkt Cap.(Rs cr) 664
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 128.10
CLOSE 130.10
VOLUME 27119
52-Week high 142.95
52-Week low 39.85
P/E 8.09
Mkt Cap.(Rs cr) 664
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chamanlal Setia Exports Ltd. (CLSEL) - Director Report

Company director report

To

The Members

Chaman Lal Setia Exports Ltd. P.O Central Jail Mirankot Road Amritsar-143002

Your Directors have pleasure in presenting before you the 26th Annual Reporton the business and operations of the

Company together with the Audited Financial Statements for the financial year ended31.03.

1. Overview of financial performance and business operations

The financial and operating highlights for the year under review compared with theprevious Financial years are given below:-

The Company's financial performance for the year ended March 31 st 2020 issummarised below (Rs. in Lacs except as stated)

Particulars

FY 2019-2020

FY 2018-2019

Revenue From Operations

79769.34

76499.24

Other Income

267.02

222.03

Total Income

80036.36

76721.27

Profit before Interest & Depreciation

8072.35

6390.61

Interest

572.75

661.67

Provision For Depreciation

487.15

440.35

Profit before Tax

7012.45

5288.59

Less Provisions for taxation

1765.00

1848.00

Profit after taxation

5247.45

3440.59

Other Comprehensive Income

0

0

Total Comprehensive Income

5247.45

3440.59

Transfer to General Reserve

524.74

344.05

Current Assets

37640.66

36470.64

Current Liabilities

10128.80

12402.81

Working Capital

27511.86

24067.80

Capital Employed

32105.18

27087.04

EPS

10.15

6.65

Book Value

52.82

43.60

 

2. IND-AS APPLICABILITY:-

The Company has adopted the Indian Accounting Standard (‘IND AS') w.e.f.01.04.2017. These financial statements have been prepared in accordance with therecognition and measurement principles stated therein and as prescribed under section 133of the Companies Act 2013 read with relevant rules issued thereunder and the otheraccounting principles generally accepted in India.

3. REVIEW OF OPERATIONS: -

For the year ended 31st March 2020 the Company's revenue from operations was 79769.34lakhs as against

76499.24 lakhs during the corresponding period of previous financial year. FurtherProfit Before Tax was 7012.45 lakhs as against 5288.59 lakhs for the same period duringthe previous year.

4. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company has registered a sale of Rs. 78043.51 Lacsagainst previous year sales of Rs.76975.86 lacs.

5. EXPORTS

The Company continues to strengthen its exports during the year 2019-2020. Exportsduring the year increased to

Rs. 70030.87 lakhs from Rs 68442.24. lakhs in financial year 2018-19.

6. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:-

Your Company has no subsidiary or Associate Company and during the year also no entityhave became or ceased to be the subsidiary joint venture or Associate Company.

7. TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 524.74 Lakhs to General reserves duringthe Financial year.

8. DIVIDEND

The Company's overall performance during the year under review was satisfactory. Basedon the performance the

Board of Directors of Company have recommended final dividend 25%) for the financialyear ended March 31 2020 in their Board Meeting held on 30.06.2020. The dividend paymentis subject to approval of shareholders in the ensuing Annual General Meeting.

9. TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION & PROTECTIONFUND

During the year pursuant to the provisions of Section 124 and Section 125 of theCompanies Act2013 and read with Rule 6 of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (as amended from time totime) (IEPF Rules) dividend amounting Rs. 263365/- was lying unpaid/unclaimed with theCompany for a period of seven years after Declaration of Dividend for the financial yearended 2011-2012 was transferred to the Investor Education and Protection Fund .The Unpaid/ Unclaimed amount for the Financial Year 2012-13 will be transferred during November2020. Shareholders are therefore advised to contact the Company immediately in case ofnon-receipt or non encashment of Dividend.

Pursuant to the provisions of Section 124(6) of the Companies Act 2013 read with Rule6 of the Investor Education and Protection Fund Authority ( Accounting Audit Transferand Refund) Rules 2016 as amended from time to time (IEPF Rules) the Company hastransferred 24475/- Equity Shares which belongs to total 18 shareholders of the Companywhose dividend was not been paid or claimed seven consecutive years or more into the DematAccount of the IEPF Authority i.e. Investor Education and Protection Fund AuthorityMinistry of Corporate Affairs held with NSDL (DPID/Client ID IN30078/10656671).

Before transferring the above mentioned shares the Company has sent out individualcommunication to the concerned shareholders whose shares were liable to be transferred toIEPF Authorities to take immediate action in the matter and list of such shareholders wasalso placed on the website of the Company. Further Company also published a Notice in thenewspapers informing the Members who had not claimed their shares for a period of 7 yearsto claim the same from the Company.

Concern shareholders may still claim the shares or apply for refund to the IEPFAuthority by making an application in the prescribed form. The voting rights on sharestransferred to the IEPF Authority shall remain frozen until the rightful owner claims theshares. The shares held in such Demat account shall not be transferred or dealt with inany manner whatsoever except for the purposes of transferring the shares back to theclaimant as and when he approaches the

Authority. All benefits accruing on such shares e.g. bonus shares splitConsolidation fraction shares etc. shall also be credited to such Demat Account.

Mrs. Kanika Nevtia Company Secretary cum compliance officer of Company has beenappointed as nodal officer of

Company and an investor can contact at clsetia@rediffmail.com.

Details of unclaimed dividend and year of transfer:-

Year of declaration

Balance as on 31.03.2020 (in lakhs)

Due date of transfer to IEPF

2013

2.40

03.11.2020

2014

4.49

04.11.2021

2015

2.24

04.11.2022

2016

2.48

18.04.2023

2017

2.53

03.11.2024

2018

1.83

04.11.2025

2019

2.29

03.11.2026

 

Note: Some of the year end balances of unclaimed dividend as above has increaseddue to cancellation of drafts by bank being returned unpaid.

10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTEDOR HAVE RESIGNED DURING THE YEAR AND TILL THE DATE OF THIS REPORT:-

Mr. Chaman Lal Setia Chairman and Managing Director of the Company resigned from theBoard w.e.f. 28.08.2020 due to health issue and age factor.

The Board of Directors of the Company at its meeting held on 28.08.2020 re-designatedMr. Vijay Kumar Setia (Din:- 01125966) Executive Director of Company as Chairman andManaging Director of Company and Mr. Rajeev Setia Executive Director and CFO of theCompany as Joint Managing Director and CFO of the Company for a period of five years w.e.f28.08.2020 to 27.08.2025 subject to approval of shareholders in this 26th Annual GeneralMeeting of Company.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Sukarn Setia(DIN:- 01133561) and Mr. Ankit Setia (DIN 01133822) wholetime Director of Company areliable to retire by rotation at ensuing Annual General Meeting and being eligible forre-appointment in accordance with provisions of the Companies Act 2013.

The Board of Directors of Company pursuant to the recommendation of Nomination andRemuneration Committee at their meeting held on 28.08.2020 appointed Ms. Pooja Kukar asan Additional Director under the category of Independent Non-Executive taking intoconsideration her integrity expertise and experience for a period of 5 (Five)consecutive years from 28th August 2020 to 27th August 2025 subject to the approval ofthe members by way of Ordinary Resolution in the ensuing AGM of the Company in terms ofsection 161 of the Companies Act 2013.

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ( Listing Regulations ) and SS-2 issued byICSI the brief resume of the Directors proposed to be appointed/ re-appointed is given inthe notice convening the 26th Annual General Meeting.

As stipulated under the Clause (A) of Part II of Section II of Schedule V of theCompanies Act 2013 the details of directors re-designated are given in the Noticeconvening 26th Annual General Meeting.

During the year in Annual General Meeting held on 28.09.2019 Company regularisedappointment of Mr. Inder Dev Kukar Mr. Raghav Peshawaria and Mr.Naresh Kumar Suneja fromadditional Director to Independent Director and further re-appointed them for a secondterm of five consecutitive year commencing from 01.04.2019 to 31.03.2024.

However Mr. Inder Dev (Din 01193209) an Independent Director and Chairman of AuditCommittee has given his resignation from the post of Directorship and consequent cessationas the Chairmanship of Audit Committee w.e.f 28.08.2020 due to pre- occupation and healthissues.

Further in Annual General Meeting held on 28.09.2019 Mrs. Amar Jyoti Bagga (DIN:-06958408) an Independent

Non-Executive Director of Company has been re-appointed as an Independent Director forsecond term of 5 (five)

Consecutive years w.e.f 29.09.2019 to 28.09.2024.

Further in Annual General Meeting held on 28.09.2019 Mr. Sankesh Setia (DIN:-06620109) has been re-appointed as Whole Time Director for further period of five yearsw.e.f 29.09.2019 to 28.09.2024.

Further in Annual General Meeting held on 28.09.2019 Mr. Vijay Kumar Jhamb(DIN:-07021080) an Independent Non-Executive Director of Company has been re-appointed asIndependent Non- Executive Director of the Company for a second term of 5 (five)consecutive years w.e.f 13.10.2019 to

Further in Annual General Meeting held on 28.09.2019 Mr. Chaman Lal Setia Chairman andManaging Director of

Company has been re-appointed for further period of five years w.e.f 21.09.2019 to20.09.2024. However w.e.f

28.08.2020 Mr. Chaman Lal Setia has given his resignation from post of Chairman andManaging Director due to his health and age factor.

11. DECLARATION BY INDEPENDENT DIRECTORS

In pursuance of sub-section (7) of Section 149 of the Companies Act 2013 all theIndependent Directors on the Board have furnished the declaration that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and pursuantto Regulation 25 of the said Regulations that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence..

12. KEY MANAGERIAL PERSONNEL

As required under section 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re- enactment (s) for the time being in force) the Companyhas noted that Mr. Vijay Kumar Setia re-designated as Chairman & Managing Director ofCompany and Mr. Rajeev Setia re-designated as Joint Managing Director & CFO w.e.f28.08.2020 and Mrs. Kanika Nevtia Company Secretary are the Key Managerial Personnel ofthe Company.

13. AUDIT COMMITTEE

The Company has an Audit Committee in place constituted as per the provisions ofSection 177 of the Companies Act 2013 read with Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 information about compositionof Audit Committee and other details are given in Corporate Governance Report formingpart of this Annual Report. During the year the Board accepted the recommendations ofAudit Committee whenever made by the Committee during the year. Due to the resignation ofMr. Inder Dev Kukkar from the post of Directorship and consequent cessation as theChairmanship of Audit Committee w.e.f 28.08.2020 currently the Audit Committee iscomprising of Mrs. Pooja Kukar (w.e.f 28.08.2020) as Chairman Mr. Naresh Kumar Suneja andMr. Vijay Kumar Jhamb as members.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial year 2019-2020 the Board of Directors duly met 5 times on29.05.2019 14.08.2019 28.08.2019 13.11.2019 and 13.02.2020. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Pursuant to the requirements of Schedule IV to the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate Meetingof the Independent Directors of the Company was also held on 13.03.2020 without thepresence of Non-Independent Directors and Members of the management and full details ofsuch meeting is given in Corporate Goverence Report forming part of this report.

For details thereof kindly refer to the section ‘Board Meeting and Procedures -Details of Board Meetings held and attended by the Directors during the financial year2019- 20' in the Report on Corporate Governance forming part of this Annual Report.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and rules made thereunder andSEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 (including anyamendment thereunder from time to time ) the Board on recommendation of the Nominationand Remuneration Committee has carried out an annual performance evaluation of its ownperformance Committees of the Board and individual Directors. The framework is monitoredreviewed and updated by the Board in consultation with the Nomination and RemunerationCommittee based on need and new compliance requirements. The annual performanceevaluation of the Board its Committees and each

Director has been carried out for the financial year 2019-20 in accordance with theframework and details for the same has been provided in the Corporate Governance Reportwhich is a part of this Annual Report.

Pursuant to the provisions of the Companies Act 2013 and rules made thereunder andSEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 (including anyamendment thereunder from time to time ) a structured questionnaire was prepared aftertaking into consideration the various aspects of the Board's functioning composition ofBoard and its Committees culture execution and performance of specific dutiesobligations and governance.

The performance evaluation of the Independent Director was completed during the yearunder review. The performance evaluation of the Chairman and Executive Directors werecarried out by Non-Executive Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

16. DIRECTOR'S RESPONSIBILITY

As stipulated under the provisions contained in Section 134(3)(c) read with Section134(5) of the Companies Act

2013 with respect to the Directors' Responsibility Statement the Directors herebyconfirm that :

(a) in the preparation of the Annual Accounts for the year ended 31st March 2020 theapplicable Indian Accounting Standards (Ind AS) have been followed along with properexplanation being provided relating to material departure if any;

(b) the Directors have selected appropriated accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year March 31 2020 and of the profit of the company for the Financial yearended March 31st 2020;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the Directors have prepared the annual accounts for the year ended March 31st 2020on a going concern basis;

(e) the Directors have laid down internal financial controls in the company that areadequate and are operating effectively; and

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

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :-

The Management Discussion and Analysis Report for the year under review givingdetailed analysis of Company's operations as stipulated under Regulation 34 of SEBI[Listing Obligations and Disclosure Requirements] Regulations 2015 is presented in aseparate section which forms a part of this Annual Report.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGOING:-

Statement giving the particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under Section 134 (3) (m)of Companies Act 2013 read with Rules framed thereunder is given in the Annexure–A which forms part of this report.

19. GENERAL SHAREHOLDER INFORMATION

General Shareholder information is given in item no. 10 Of the Report on CorporateGovernance forming part of the Annual Report.

20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy of your Company formulated in accordance with Section 178 of theCompanies Act 2013 read with Regulation 19 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015 (including anystatutory modification (s) or re- enactment for time being in force) . The salient aspectscovered in the Nomination and Remuneration policy have been outlined in the CorporateGovernance Report which forms part of this report. The full policy is available at on thewebsite of the Company at weblink www.maharanirice.in.

The statement containing the details required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended by Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 is attached as ‘AnnexureB' which forms part of this Report.

21. EXTRACT OF ANNUAL RETURN: -

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as ‘Annexure C' and forms part of this report . The same is alsoavailable on the Company's website www.maharanirice.in under the link InvestorRelations.

22. STATUTORY AUDITOR AND THEIR REPORT: -

M/s. R Chopra & Associates Chartered Accountants (FRN: 022992N) were appointed asStatutory Auditors of the

Company in the 23rd AGM (held on 28th September 2017) to hold office for a period of 5years until the conclusion of the 28th AGM subject to ratification at every Annual GeneralMeeting.

However in accordance with the Companies Amendment Act 2017 enforced on 07th May2018 by the Ministry of

Corporate Affairs the appointment of Statutory Auditor is not required to be ratifiedat every Annual General Meeting. Therefore they will continue as Statutory Auditor fornext financial year.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor's Report areself-explanatory.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Company had appointed M/s. Sunil Dhawan & Associates PracticingCompany Secretary as Secretarial Auditors of the Company for the year 2019-2020 to conductsecretarial audit and to ensure compliance by the Company with various Acts applicable tothe Company. The report of the Secretarial Auditor for the financial year 2019-20 isenclosed as

Annexure D to this report.

As per the observation as given by the Secretarial Auditor regarding the CSR Amountnot spent by the company the explanation to the same has been given to the SecretarialAuditors which forms part of the Secretarial Audit Report and the detailed justificationto the same is also being given inAnnexure- E under Annual Report on CSR Activitieswhich forms part of the Directors Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March 2020 oncompliance of all applicable

SEBI Regulations and circulars/ guidelines issued thereunder was obtained from M/sSunil Dhawan & Associates Secretarial Auditors and submitted to the stock exchangeas well.

24. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the CompaniesAct2013 and as stipulated under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)

Regulations 2015. A separate statement on detailed report on Corporate Governancealong with a certificate from a Practicing Chartered Accountant confirming compliancewith the conditions of Corporate Governance as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of this Annual Report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee. Mr. Arun Kumar Verma is anindependent Director and Chairman of CSR Committee and Mr. Rajeev Setia and Mr. VijayKumar Setia are the other members of CSR Committee. The Board has also approved a CSRpolicy on the recommendations of the CSR Committee which is available on the website ofthe

Company at www.maharanirice.in. The Report on CSR activities as required underCompanies (Corporate Social Responsibility) Rules 2014 including a brief outline of theCompany's CSR Policy total amount to be spent under

CSR for the financial year amount unspent and the reason for the unspent amount isset out at Annexure-E forming part of this Report.

26. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process has been established by theCompany. The objective of the mechanism is to minimize the impact of risks identified andtaking advance actions to mitigate them. A detailed exercise is being carried out toidentify evaluate monitor and manage risks. The Board periodically reviews the risks andsuggests steps to be taken to control and mitigate the same through a properly definedframework. Discussion on risks and concerns are covered in the Management Discussion andAnalysis Report.

27. CREDIT RATING

Following are the details of Credit Rating :-

Facilities

Amount (Rs. Crore)

Rating

Long-Term Rating

95.00 (Rs. Ninety-Five Crore Only)

CRISIL A-Stable (Assigned)

 

28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :-

During the year under review no such complaint or grievance occurred under the Actnamed The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013

29. DISCLOSURE ON DEPOSITS FROM PUBLIC

During the year under review the Company has not accepted any deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the ambit of Section73 of the Companies Act 2013 and the rules framed thereunder.

30. DEMATERIALISATION OF SHARES

The Company has established connectivity with both Depositories viz. NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) whereby the Shareholders have an option to dematerialize their shares with eitherof the depositories. In view of the numerous advantages offered by the Depository systemmembers holding Shares in physical mode are requested to avail of the dematerializationfacility with either of the Depositories.

As on 31.03.2020 about 99.06% of the Company's Equity Shares has been held indematerialized form.

The Company has appointed M/s. Beetal Financial & Computer Services PrivateLimited Limited SEBI registered R&T Agent as its Registrar and Share Transfer Agentof the Company.

31. SHARE CAPITAL OF THE COMPANY: -

The Paid-up equity share capital of the Company as on March 31 2020 was Rs. 1034.67lakhs. There has been no change in the Equity Share Capital of the Company during theyear. The Company has no other type of securities except equity shares forming part ofpaid-up capital.

The Company's shares are listed and actively traded on the below mentioned StockExchange:- BSE Limited (BSE) Phiroze Jeejeebhoy Towers 25th Floor Dalal Street Mumbai– 400001

32. PARTICULARS OF LOAN(S) GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THECOMPANIES ACT 2013 :-

During the financial year ended March 31st 2020 the Company has neithermade any investment (s) nor given any loan or guarantee(s) or provided any security withinthe meaning of the provisions of section 186 of the Companies Act 2013.

33. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES UNDERSECTION 188(1) OF COMPANIES ACT 2013

All Contracts/arrangements/transactions entered by the Company during the financialyear 2019-2020 with related parties were on an arm's length basis and were in the ordinarycourse of business and in accordance with the provisions of the Companies Act 2013 readwith Rules issued thereunder and the SEBI Listing Regulations. During the year the Companyhad not entered into any contracts/ arrangements / transactions with related parties whichcould be considered as material under the Companies Act 2013 and rules made thereunderand under SEBI Listing Regulations.

Prior omnibus approval of the Audit Committee has been obtained on for transactionswith related parties which are of a foreseeable and repetitive nature. Further the AuditCommittee of Company has considered approved and recommended to Board for Omnibusapproval and criteria for Omnibus Approval for entering into transactions with

Related Parties for the financial year 2019-20 which was further approved by theBoard.

The transactions entered into pursuant to the omnibus approval so granted and astatement giving details of all transactions with related parties are placed before theAudit Committee for their review on a periodic basis.

The details of the related party transactions as per Indian Accounting Standard Ind AS24 are set out in Note 13(ii)(a) of the significant accounting policies and notes toFinancial Statements forming part of this Annual Report. Further

Form No. AOC-2 is attached as ‘Annexure-F' which forms part of this report.

The Company has also adopted a Related Party Transactions Policy. and the same is alsoavailable on the Company's website at the weblink: www.maharanirice.in.

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy/Vigil Mechanism to provide a formalmechanism for the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of Company's Code of Conduct andmismanagement if any. The implementation and details of the Whistle Blower Policy hasbeen mentioned in the Report of Corporate Governance and also uploaded on Company'swebsite i.e. www.maharanirice. in.

35. INDUSTRIAL RELATION

The Industrial relations in all the units and branches of your Company remained cordialthroughout the year and have resulted in sustained growth of the company.

36. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT :-

There has been no material changes and commitment affecting the financial position ofthe Company occurred\ between the end of the financial year to which thisfinancialstatement . relates andtill the dateof this report

37. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing fee for the year 2020-2021 toBSE where the Company's

Shares are listed.

38. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted requisite procedures forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures. During the year under review no materialor serious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

The Internal Auditor of the Company checks and verifies the internal control andmonitor them from time to time as and when required. The Company continues to ensureproper and adequate systems and procedures commensurate with the size scale and nature ofits business.

39. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of directors in their Board Meeting held on 29.05.2015 approved Chaman LalSetia Exports Ltd. Code of Conduct i.e. Code for Internal Procedures & Practices andConduct For Regulating Monitoring and Reporting of Trading by Insiders of Chaman LalSetia Exports Limited in accordance with the requirements of SEBI (Prohibition of insidertrading) Regulation 2015 and further Board of Directors in their Board Meeting dated13.02.2017 amended aforesaid Code of Conduct in terms of SEBI (Prohibition of InsiderTrading) Regulations 2015 and same was intimated to BSE also and full copy of amendedcode of conduct has been uploaded at the website of the Company i.e. www.maharanirice.in.The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors Promoters and designated employees of theCompany. Further in Compliance with the SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 Board of Directors in their Board Meeting held on 30.03.2019 haveapproved the revised "Code of Conduct i.e. Code of Internal Procedures &Practices for fair disclosure of Unpublished Price Sensitive Information and Conduct forRegulating Monitoring and Reporting of trading by insiders and said revised code whichbecame effective from 01.04.2019 and the said code is available on website of Company i.e.www.maharanirice.in

40 . FUTURE EXPANSION

The Future expansion endeavour of the Company is always a going on process specially inthe field of Quality improvement and development of new product with lower cost and energysavings The Management of the company understands that it has to improve upon to face theever changing circumstances and evolvements globally.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or

Tribunal which shall impact the going concern status and Company's operations infuture.

42. REPORTING OF FRAUDS

There have been no material instances of fraud reported by the Auditors under section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.

43. CHANGE IN NATURE OF BUSINESS IF ANY ;-

There is no change in the nature of Business of Company during the financial year2019-20.

44. DIVERSITY OF THE BOARD:-

The Company believes that diversity is important to the work culture at anyorganisation. In particular a diverse

Board among others will enhance the quality of decisions by utilizing differentskills qualifications and professional experience for achieving sustainable and balancesdevelopment.

45. COMPLIANCES WITH SECRETARIAL STANDARDS

During the year the Company is in compliance with the applicable SecretarialStandards-1 and Secretarial Standards-2 issued by the Institute of Company Secretaries ofIndia (ICSI) and approved by the Central Government.

46. IMPACT OF COVID -19 PANDEMIC

During the month of March the spread of COVID-19 pandemic increased expeditiously inIndia and across the world this global crisis forced the Governments to enforce lock-downof all economic activities. In India the Government announced lock-down from third week ofMarch 2020 as a preventive measure against the COVID-19 pandemic. However as curfew wasimposed and all operations were completely stopped we experienced constraints intransportation availability of labour logistics etc. in the initial 10-15 days.Thereafter as per exemption provided by respective Government Authorities for essentialgoods in view of COVID-19 pandemic our plant situated in

Karnal and our packaging office situated in Gandhi Dham Gujarat resumed their workingw.e.f 06.04.2020. However Corporate and Registered office of Company resumed their workinglater on.

Further to ensure the health and safety of employees associates and otherstakeholders your Company has made necessary arrangements to ensure that staff is safeand comfortable at work.

The Company did not find any impact on the demand of their products instead weforesee a sudden spurt in demand of Rice because consumers advanced their purchase in thelight of the nationwide lockdown. There has not been any material adverse impact on theCompany's performance so far. We expect further improvements as Central and StateGovernments are continuously announcing relaxations and taking steps to improve Trade andCommerce.

47. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31st March 2020prepared in accordance with Ind AS 7 ‘Statement of Cash Flows' is attached andforming part of the financial statements of the Company.

48. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations the Company familiarizesits Directors about their role and responsibilities at the time of their appointmentthrough a formal letter of appointment. All efforts are made to keep Independent Directorsaware. The familiarization of Independent Directors may be accessed on the Company websiteat the link http://www.maharanirice.in 49. ENVIRONMENT HEALTH AND SAFETY:-

The Company continues to focus on Employee well-being developing safe and efficientproductsand minimizing the environmental impact of our operations on society. Company isconducting its operations in such a manner so as to ensure safety of all concernedcompliances of environmental regulations and preservation of natural resources. For safetyand protection of Employees the Company has formulated and implemented a policy onpreservation of Sexual Harassment at the Workplace with a mechanism of lodging complaints.

50. SEGMENT REPORTING

The Company at present is engaged in the business of a single primary reportablebusiness segment i.e. business of manufacturing trading and marketing of the rice only.

51. ACKNOWLEDGEMENT:

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by its customers which enables the Company to make every effort inunderstanding their unique needs and deliver maximum customer satisfaction. We place onrecord our appreciation of the contribution made by the employees at all levels whosehard work co-operation and support helped us face all challenges and deliver results.

We acknowledge the support of our Members of Company vendors the regulators theesteemed league of bankers financial institutions rating agencies government agenciesStock Exchange depositories auditors consultants business associates and otherstakeholders.

For and on behalf of the Board of Directors

sd/-

Vijay Kumar Setia

Chairman & Managing Director

Din :- 01125966

Place: Amritsar

Date: 28.08.2020

ANNEXURE-A (Director's Report)

Disclosure Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)of The Companies (Accounts) Rules 2014) and forming part of the Directors' Report for theyear ended 31st March 2020

a) CONSERVATION OF ENERGY

The Company is committed to continuously reduce energy consumption at its variousunits.The Company has developed a novel process for reducing energy and water requirementsin paddy parboiling process. As a result the water consumption and energy expenditure inmechanical parboiling of paddy is greatly reduced. The Company has also developed thenovel process of recycling of most of hot water used for soaking of paddy duringparboiling of rice thereby generating little waste water and still having a high qualityproduct. Consequently any chance of earth pollution from this process is completely ruledout. The energy and water consumption utilized about just one third of that available withthe company and such saved energy and water to the tune of two third can be utilized forother productive purposes. Due to this innovation at our rice parboiling plant overallfuel consumption in this section is reduced resulting conservation of energy. Company hasalso eliminated the typical off-odour emanating from the paddy soaking tanks resultinggreat reduction in ground water pollution.

b) TECHNOLOGY ABSORPTION

The Company believes Technology Absorption Adaptation and Innovation is an on-goingprocess. As technology is changing day by day Company plans to be a leading player intechnology introduction through innovative products therefore Company has kept itselfinformed on the latest trends in technology related to the business of the Company. Thishas helped your Company to continuously improve the manufacturing processes improveefficiencies and develop new products. Further Company is introducing a new aerodynamicsystem for classification of paddy so that processing can be improved. Healthy and weakgrain will be processed separately. Rice from weak grain which gets crushed intosmall/fineparticles and lost in rice bran will be now recovered. With this technologyquality of rice and rice bran will be improve. Further recovery of high protein ricegrains will be separately possible and total rice recovery will also be improved.

(i) Research And Development (R&D)

Various R&D initiatives were undertaken which have resulted in :

Development of a system and method for parboiling paddy that obviates husk of paddyfrom splitting Development of 100% insect killing technique by using 1/3rd of PesticidesDevelopment of quick cooking Brown Rice; Use of Neem as Bio-pesticide; Improvement inParboiling for improvement in quality parameters; Use of Plastic Buckets in parboilingplant thus reducing cost;

Development of Bhatti Sella through automation for the first time in India;

Reducing broken in paddy with very high sun checks under process. Rice branstabilization for human consumption under process. Making bio-compost from waste andreject of paddy under process. ii) Benefits derived as a result of the above effortsImprovement in existing process and product quality less qualities variations improvedproductivity cost reduction and reduction in air and water pollution financial savings.iii) Future plan of action.

The Company will try to assist any R & D Unit of any academy /University and willcontinue to work on energy efficient process and also put all efforts to enlarge the scopeof Agri-inputs options Improvement of plant and process and resource use efficienciesiv) Expenditure on R & D.

Wages salaries stores spares & consumable used for R&D activities have beendebited to Respective Heads.

c) FOREIGN EXCHANGE EARNING & OUTGO :

The information in this regard is provided in Notes of Accounts

For and on behalf of the Board of Directors

sd/-

Vijay Kumar Setia

Chairman & Managing Director

Din :- 01125966

Place: Amritsar

Date: 28.08.2020

ANNEXURE-B (Director's Report)

(a) Disclosure in Director's Report pursuant to Section 197(12) of the Companies Act2013 read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended by Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 PARTICULARS OF REMUNERATION

1. The Ratio of the Remuneration of each Director to the Median Remuneration ofthe Employees of the Company for the Financial Year 2019-2020:

Name of the Directors

Ratio of Median Remuneration

Mr. Chaman Lal Setia *

67.39

Mr. Vijay Kumar Setia **

67.27

Mr. Rajeev Setia ***

70.25

Mr. Sukarn Setia

5.12

Mr. Ankit Setia

33.53

Mr. Sankesh Setia

34.69

 

Note: For this purpose sitting fees paid to directors have not been consideredas remuneration

*Mr. Chaman Lal Setia has given his resignation form the post of Managing Directorand Chairman w.e.f 28.08.2020 **Mr. Vijay Kumar Setia executive Director of Company hasbeen re-designated as Chairman and Managing Director of Company w.e.f 28.08.2020 subjectto approval of shareholders in 26th AGM.

*** Mr. Rajeev Setia executive Director and CFO of the Company has been re-designatedas Joint Managing Director and CFO of the Company w.e.f 28.08.2020 subject to approval ofshareholders in 26th AGM.

2. The percentage increase in remuneration of each Director Chief FinancialOfficer an Company Secretary in the Financial year 2019-20 :-

Name

Designation

% increase in remuneration

Mr. Chaman Lal Setia*

Managing Director

****

Mr. Vijay Kumar Setia**

Chairman & Managing Director

****

Mr. Rajeev Setia***

Joint Managing Director & CFO

****

Mr. Sukarn Setia

Whole Time Director

****

Mr. Ankit Setia

Whole Time Director

****

Mr. Sankesh Setia

Whole Time Director

****

Mrs. Kanika Nevtia

Company Secretary

****

 

*Mr. Chaman Lal Setia has given his resignation form the post of Managing Director andChairman w.e.f 28.08.2020 **Mr. Vijay Kumar Setia executive Director of Company has beenre-designated as Chairman and Managing Director of Company w.e.f 28.08.2020 subject toapproval of shareholders in 26th AGM.

*** Mr. Rajeev Setia executive Director and CFO of the Company has been re-designatedas Joint Managing Director and CFO of the Company w.e.f 28.08.2020 subject to approval ofshareholders in 26th AGM. **** During the year there is no change in basic salaryhowever due to increase/decrease in perquisites there is slight change in salary.

3. The percentage increase in the Median Remuneration of Employees in theFinancial Year 2019-2020

The percentage increase in the median remuneration of employees during the year is18.51%

4. The number of permanent employees on the rolls of Company as on 31st March2020 : 182

5. Average percentile increase made in the salaries of employees other than theManagerial Personnel In the last Financial Year and its comparison with the percentileincrease in the Managerial Remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the Managerial

Remuneration:

Average percentage increase made in Salaries of employees other than ManagerialPersonnel in the Financial Year 2019-20 was 11.21% Percentage increase in the managerialremuneration for the year has been given above in point no. 2.

Note: However there are some new employees inducted during the year whose salaryhas been excluded for the purpose of finding percentage increase in order to make ithomogeneous and more comparable and meaningful. rem

6. Affirmationthatthe uneration is as per the Remuneration Policy of the Company.

It is confirmed that the remuneration paid to the Directors Key Managerial Personneland Senior Management is as per the Remuneration Policy of the Company.

General Note

Managerial Personnel includes Managing Director and Whole-time Directors.

(b) Statement showing particulars of employees pursuant to the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended by Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016

S. No. Employee Name

Designation/Nature of Employement

Remuneration Received (Rs.)

Qualification

Experience (in years)

Date of employment

Age (in Years)

Last Employment held

1 Mr. Chaman Lal Setia*

Chairman & Managing Director

14952722

Under Graduate

47

21.09.1994

86

First Employement

2 Mr. Vijay Kumar Setia**

Chairman & Managing Director

14925794

Graduate

43

21.09.1994

67

First Employement

3 Mr. Rajeev Setia***

Joint MD & CFO

15588700

Post Graduate

42

21.09.1994

65

First Employement

4 Mr. Sankesh Setia

Wholetime Director

7696540

Graduate

13

29.09.2014

33

First Employement

5 Mr. Ankit Setia

Wholetime Director

7439200

Graduate/ Diploma in Food Technology

17

30.09.2003

36

First Employement

6 Mr. Sukarn Setia

Wholetime Director

1135770

Graduate

19

28.09.2001

40

First Employement

7 Mr. Nirmal Kumar

Purchase Manager

720600

Under Graduate

44

01.04.1996

63

First Employement

8 Mr. Dinesh Malik

Marketing Manager

720600

Graduate

20

01.09.2001

42

First Employement

9 Mrs. Sunaina

Marketing Manager

720000

Graduate

10

02.09.2019

43

First Employement

10 Mr. Manu Arora

Accounts Manager

717400

M.COM

17

01.05.2004

42

First Employement

 

*Mr. Chaman Lal Setia has given his resignation from the post of Managing Director andChairman w.e.f 28.08.2020 ** Mr. Vijay Kumar Setia executive Director of Company has beenre-designated as Chairman and Managing Director of Company w.e.f 28.08.2020 subject toapproval of shareholders in 26th AGM.

*** Mr. Rajeev Setia executive Director and CFO of the Company has been re-designatedas Joint Managing Director and CFO of the Company w.e.f 28.08.2020 subject to approval ofshareholders in 26th AGM.

For and on behalf of the Board of Directors sd/- Vijay Kumar Setia Chairman &Managing Director Din :- 01125966

Place: Amritsar

Date: 28.08.2020

EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

AS ON THE FINANCIAL YEAR ENDED 31.03.2020

(Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014)

I. REGISTRATION & OTHER DETAILS:

1. CIN

L51909PB1994PLC015083

2. Registration Date

21/09/1994

3. Name of the Company

CHAMAN LAL SETIA EXPORTS LTD.

4. Category/Sub-category of the Company

PUBLIC COMPANY LIMITED BY SHARES/ INDIAN NON GOVERNMENT COMPANY

5. Address of the Registered office & contact details

P O Central Jail Meeran Kot Road Amritsar-143002 Punjab

0183-2590318 & 0183-2592708

Email id :- clsetia@rediffmail.com

Website :- www.maharanirice.in

6. Whether listed company

Yes (Listed in BSE)

7. Name Address & contact details of the Registrar & Transfer Agent if any.

BEETAL FINANCIAL & COMPUTER SERVICES PVT LTD.

BEETAL HOUSE IIIRD FLOOR 99 MADANGIR BEHIND LSC NEW DELHI -110062

Email id :- beetalrta@gmail.com

Telephone :- 011-29961281-283

Fax Number :- 011-29961284

 

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Business activities of the Companies contributing 10% or more of the total turnover ofthe company is stated below

S. No. Name and Description of products / services

main NIC Code of the Product/ service

% to total turnover of the company

1 RICE

10612

98.98%

 

III. PARTICULARS OF HOLDING SUBSIDARY & ASSOCIATE COMPANIES: NIL

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

Category of Shareholders

No. of Shares held at the beginning of the financial year (As on 1st April 2019)

No. of Shares held at the end of the financial year (As on 31st March 2020)#

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters & Promoters Group
(1) Indian
a) Individual / HUF

38191553

10450

38202003

73.84

38203117

10450

38213567

73.87

0.03

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.

0

0

0

0

0

0

0

0

0

e) Banks / FI

0

0

0

0

0

0

0

0

0

f) Any other
Sub Total (A) (I)

38191553

10450

38202003

73.84

38203117

10450

38213567

73.87

0.03

2. FOREIGN
a. Individuals (Non Residents

0

0

0

0

0

0

0

0

0

Individuals /Foreign Individuals)
b. Bodies Corporate

0

0

0

0

0

0

0

0

c. Institutions

0

0

0

0

0

0

0

0

0

d. Qualified Foreign Investor

0

0

0

0

0

0

0

0

0

e. Any Others (specify)

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 and Promoter Group(A) = (A)1+(A)(2)

38191553

10450

38202003

73.84

38203117

10450

38213567

73.87

0.03

(B) Public Shareholding
1 Institution
(A) Mutual Funds/UTI

0

0

0

0

0

0

0

0

0

(b) Financial Institutions/ Banks

0

0

0

0

127

0

127

0

0

(c) Central Government/ State

0

0

0

0

0

0

0

0

0

Government (s)
(d) Venture Capital Funds

0

0

0

0

0

0

0

0

0

(e) Insurance Companies

0

0

0

0

0

0

0

0

0

(f) Foreign Institutional / Portfolio

147500

0

147500

0.29

177028

0

177028

0.34

0.05

Investors/Alternate Investment Fund
(g) Foreign Venture Capital Investors

0

0

0

0

0

0

0

0

0

(h) Qualified Foreign Investors

0

0

0

0

0

0

0

0

0

(i) Any Other (specify)

0

0

0

0

0

0

0

0

0

Sub Total (B) (I)

147500

0

147500

0.29

177155

0

177155

0.34

0.05

B2 . Non-Institutions
a) Bodies Corp.

936838

22000

958838

1.85

786310

19800

806110

1.56

(0.29)

b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 1 lakh

7378778

536438

7915216

15.30

7325500

458188

7783688

15.05

(0.25)

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

2862572

0

2862572

5.53

2981694

0

2981694

5.76

0.23

c) Qualified Foreign Investor

0

0

0

0

0

0

0

0

0

(d) Any Other (specify)
(d-i) Non Resident Indians

1058233

0

1058233

2.05

1165776

0

1165776

2.25

0.20

(d-ii) Clearing Members

55988

0

55988

0.11

24939

0

24939

0.05

(0.06)

(d-iii) HUF

357556

0

357556

0.69

383802

0

383802

0.74

0.05

(d-iv)Overseas Corporate Bodies

0

0

0

0

0

0

0

0

0

(d-v) Foreign Nationals

0

0

0

0

0

0

0

0

0

(d-vi)Trusts

0

0

0

0

0

0

0

0

0

(d-vii) Foreign Bodies Corporates

0

0

0

0

0

0

0

0

0

(d-viii) IEPF

175644

0

175644

0.34

196189

0

196189

0.38

0.04

Sub-total (B)(2):-

12825609

558438

13384047

25.87

12864840

477988

13342828

25.79

(0.08)

Total Public Shareholding (B)=(B) (1)+ (B)(2)

12973109

558438

13531547

26.16

13041995

477358

13519353

26.13

(0.03)

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A+B+C)

51164662

568888

51733550

100

51245112

488438

51733550

100

 

B) Shareholding of Promoters and Promoters Group:

S. No. Shareholder's Name

No. Of Shares held at the beginning of the year 1st April 2019

Shareholder's Name

No. Of Shares held at the end of the year 31st March 2020

% change in share holding during 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

1 Lajwanti

2750

0.01

0

Lajwanti

2750

0.01

0

0

2 Kali Ram Suresh kr

3850

0.01

0

Kali Ram Suresh kr

3850

0.01

0

0

3 Jagjit Singh

3850

0.01

0

Jagjit Singh

3850

0.01

0

0

4 Manju Ahuja

8581

0.02

0

Manju Ahuja

8581

0.02

0

0

5 Sushma Setia

302300

0.58

0

Sushma Setia

302300

0.58

0

0

6 Neelam Setia

306400

0.59

0

Neelam Setia

306400

0.59

0

0

7 Ankit Setia

158297

0.31

0

Ankit Setia

158297

0.31

0

0

8 Sankesh Setia

276100

0.53

0

Sankesh Setia

276100

0.53

0

0

9 Sukarn Setia

44465

0.09

0

Sukarn Setia

56029

0.11

0

0.02

10 Chaman Lal Setia

11600050

22.42

0

Chaman Lal Setia

11600050

22.42

0

0

11 Rajeev Setia

13081750

25.29

0

Rajeev Setia

13081750

25.29

0

0

12 Vijay Kumar Setia

12413610

24.00

0

Vijay Kumar Setia

12413610

24.00

0

0

13 Manoj Ahuja

0

0

0

Manoj Ahuja

0

0

0

0

 

C) Change in Promoters' & Promoters' Group Shareholding (please specify if thereis no change)

S. No. Name of the Shareholder

Shareholding at the beginning of the year as on (April 01 2019)

Change during the year

Increase/Decrease in Shareholding

Cumulative Shareholding during the Year

Shareholding at the end of the year as on 31.03.2020

No. of shares

% of total shares of the company

Reason

No. of Shares

% of Total Shares of the Company

No. of shares

% of Total Shares of the Com- pany

No. of shares

% of Total Shares of the Com- pany

1. Lajwanti

2750

0.01

2750

0.01

2750

0.01

2. Kali Ram Suresh Kr

3850

0.01

3850

0.01

3850

0.01

3. Jagjit Singh

3850

0.01

3850

0.01

3850

0.01

4 Manju Ahuja

8581

0.02

8581

0.02

8581

0.02

5 Sukarn Setia

44465

0.09

Purchase of shares

11564

0.02

56029

0.11

56029

0.11

6 Neelam Setia

306400

0.59

306400

0.59

306400

0.59

7 Ankit Setia

158297

0.31

158297

0.31

158297

0.31

8 Sankesh Setia

276100

0.53

276100

0.53

276100

0.53

9 Rajeev Setia

13081750

25.29

13081750

25.29

13081750

25.29

10 Chaman Lal Setia

11600050

22.42

11600050

22.42

11600050

22.42

11 Vijay Kumar Setia

12413610

24.00

12413610

24.00

12413610

24.00

12 Manoj Ahuja

0

0

0

0

0

0

13 Sushma Setia

302300

0.58

302300

0.58

302300

0.58

 

D) Shareholding Pattern of top ten Shareholders:

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

SN Name of Shareholder For each of the Top Shareholders

Shareholding Details

No. of shares

% of total shares of the company

1 Rishta Khaitan
At the beginning of the year

472800

0.91

At the end of the year

472800

0.91

2 Sangeetha S
At the beginning of the year

472390

0.91

At the end of the year

472390

0.91

3 Yelmanchali Bebi Sarojini
At the beginning of the year

391820

0.75

At the end of the year

391820

0.75

4 Sunaina
At the beginning of the year

386100

0.74

At the end of the year

386100

0.74

5 Sameer Kishore
At the beginning of the year

267370

0.51

At the end of the year

269370

0.52

6 Devabhaktuni Krishna Kumari
At the beginning of the year

257917

0.49

At the end of the year

257917

0.49

7 Gautam Aggarwal
At the beginning of the year

25140

0.049

At the end of the year

216768

0.42

8 Rowenta Networks Private Limited
At the beginning of the year

210212

0.41

At the end of the year

192324

0.37

9 Anjoo Gupta
At the beginning of the year

169625

0.33

At the end of the year

169625

0.33

10 Jagan Mohan Rao Ravela
At the beginning of the year

19800

0.03

At the end of the year

128929

0.25

 

*As on 31.03.2020 99.06% shareholding of Company are in dematerialised form. Shares ofCompany are listed on BSE Ltd. and shares of the company are traded on daily basis. Hencedate wise increase/decrease in shareholding is not indicated.

E) Shareholding of the Directors and Key Managerial Personnel:

SN Shareholding of each of the Directors and each

Shareholding at the beginning of the year

Shareholding at the end of the year*

Key Managerial Personnel

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1. Mr. Chaman Lal Setia (Chairman & Managing Director upto 28.08.2020)*

11600050

22.42%

11600050

22.42%

2. Mr. Vijay Kumar Setia (Chairman & Managing Director w.e.f from 28.08.2020)**

12413610

24.00%

12413610

24.00%

3. Mr. Rajeev Setia (Joint Managing Director w.e.f 28.08.2020 & CFO) ***

13081750

25.29%

13081750

25.29%

4. Mrs. Kanika Nevtia Company Secretary

NIL

NIL

NIL

NIL

5. Mr. Sukarn Setia

44465

0.09%

56029

0.11%

6. Mr. Sankesh Setia

276100

0.53%

276100

0.53%

7. Mr. Ankit Setia

158297

0.31%

158297

0.31%

8. Mr. Inder Dev Kukkar****

1650

0.003%

1650

0.003%

9. Mr. Raghav Peshawaria

NIL

NIL

NIL

NIL

10. Mr. Naresh Kumar Suneja

NIL

NIL

NIL

NIL

11. Mrs. Amar Jyoti Bagga

NIL

NIL

NIL

NIL

12. Mr. Vijay Kumar Jhamb

NIL

NIL

NIL

NIL

13. Mr. Arun Kumar Verma

NIL

NIL

NIL

NIL

14. Mrs. Pooja Kukar*****

NIL

 

# Details of changes have already been given under IV C of this extract.

* Mr. Chaman Lal Setia has given his resignation from the post of Managing Directorand Chairman w.e.f 28.08.2020 ** Mr. Vijay Kumar Setia Executive Director of Company hasbeen re-designated as Chairman and Managing Director of Company w.e.f 28.08.2020 subjectto approval of shareholders in 26th AGM.

*** Mr. Rajeev Setia Executive Director and Chief Financial Officer of Company has beenappointed as Joint

Managing Director of Company w.e.f 28.08.2020 subject to approval of shareholders in26th AGM.

****Mr. Inder Dev Kukar has given his resignation w.e.f 28.08.2020 due topre-occupation and health issue. ***** Mrs. Pooja Kukar has been appointed as anadditional Director under independent Director category w.e.f 28.08.2020 and furtherher appointment as an Independent Director for a term of five consecutive years w.e.f

28.08.2020 to 27.08.2025 is proposed for shareholders approval in this 26th AGM.

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment.

Secured Loans excluding deposits (Rs.)

Unsecured Loans (Rs.)

Deposits (Rs.)

Total Indebtedness (Rs.)

Indebtedness at the beginning of the financial year
i) Principal Amount

616321160

446009072

1062330232

ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtednessduringthefinancialyear
* Addition/Reduction

(404363625.10)

21781852

(382581773.10)

Net Change
Indebtedness at the end of the financial year

211957534.90

467790924

679748458.90

i) Principal Amount

211957534.90

467790924

679748458.90

ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

211957534.90

467790924

679748458.90

 

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director and Whole-time Directors

SN Particulars of Remuneration

Name of Managing Director and Whole-time Directors

Mr. Chaman Lal Setia* Chairman & Managing Director

Mr. Vijay Kumar Setia** Chairman & Managing Director**

Mr. Rajeev Setia*** Joint Managing Director & CFO***

Mr. Sukarn Setia Whole Time Director

Mr. Ankit Setia Whole Time Director

Mr. Sankesh Setia Whole Time Director

Total Amount

1 Gross salary

(Rs.)

(Rs.)

(Rs.)

(Rs.)

(Rs.)

(Rs.)

(Rs.)

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961

4800000

4800000

4800000

600000

2400000

2400000

19800000

(b) Value of perquisites u/s 17(2) Income-tax Act 1961

152722

125794

788700

535770

39200

296540

1938726

(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961

-

-

-

-

-

-

-

2 Stock Option

-

-

-

-

-

-

-

3 Sweat Equity

-

-

-

-

--

-

-

4 Commission

10000000

10000000

10000000

5000000

5000000

40000000

-as%
- others specify…
5 Others please specify

-

-

-

-

Total (A)

14952722

14925794

15588700

1135770

7439200

7696540

61738726

Ceiling as per the Act As per Section 197 read with Schedule V of the Companies Act 2013 i.e. 10% of Net profit (calculated as per section 198 of the Companies Act 2013) for all Executive Directors –Managing Director and Whole- time Directors

 

* Mr. Chaman Lal Setia has given his resignation from the post of Managing Director andChairman w.e.f 28.08.2020 ** Mr. Vijay Kumar Setia executive Director of Company has beenre-designated as Chairman and Managing Director of Company w.e.f 28.08.2020 subject toapproval of shareholders in 26th AGM.

*** Mr. Rajeev Setia executive Director & CFO of Company has been re-designated asJoint Managing Director & CFO of Company w.e.f 28.08.2020 subject to approval ofshareholders in 26th AGM.

B. Remuneration to other Directors

(Amount in Rs.)

SN Particulars of Remuneration

Name of Directors

Mr. Inder Dev Kukar*

Mr. Naresh Kumar Suneja

Mr. Raghav Peshawaria

Mrs. Amar Jyoti Bagga

Mr. Vijay Kumar Jhamb

Mr. Arun Kumar Verma

Mrs. Pooja Kukar**

1 Independent Directors Fee for attending Board & Committee meetings

9000

12000

12000

5000

10000

13000

Commission

NIL

NIL

NIL

NIL

NIL

NIL

Others please specify

NIL

NIL

NIL

NIL

NIL

NIL

Total (1)

9000

12000

12000

5000

10000

13000

2 Other Non-Executive Directors

N.A

N.A

N.A

N.A

N.A

N.A

Fee for attending board committee meetings

N.A

N.A

N.A

N.A

N.A

N.A

Commission

N.A

N.A

N.A

N.A

N.A

N.A

Others please specify
Total (2)

NIL

NIL

NIL

NIL

NIL

NIL

Total =(1+2)

9000

12000

12000

5000

10000

13000

 

* Mr. Inder Dev has been resigned from post of Directorship w.e.f 28.08.2020

**Mrs. Pooja Kukar has been appointed as an additional Director under independentDirector category w.e.f 28.08.2020 and further her appointment as an IndependentDirector for fiveconsecutive years termof w.e.f 28.08.2020 to 27.08.2025 isproposed for shareholders approval in this 26th AGM.

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

(Amount in Rs.)

SN Particulars of Remuneration

CS

Total

1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961

435000

435000

(b) Value of perquisites u/s 17(2) Income-tax Act 1961

0

0

(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

0

0

2 Stock Option

0

0

3 Sweat Equity

0

0

4 Commission

0

0

- as % of profit

0

0

others specify…

0

0

5 Others please specify

0

0

6 Total

435000

435000

7 Ceiling as per the Act

NA

NA

 

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made if any (give Details)

A. COMPANY
Penalty
Punishment

NONE

Compounding
B. DIRECTORS
Penalty
Punishment

NONE

Compounding
C. OTHER OFFICERS IN DEFAULT
Punishment

NONE

Compounding

 

For and on behalf of the Board of Directors

Sd/-Vijay Kumar Setia Chairman & Managing Director

Din: 01125966

Place: Amritsar

Date: 28.08.2020