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CLIO Infotech Ltd.

BSE: 530839 Sector: IT
NSE: N.A. ISIN Code: INE011B01017
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NSE 05:30 | 01 Jan CLIO Infotech Ltd
OPEN 0.93
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VOLUME 2252
52-Week high 2.32
52-Week low 0.79
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.92
Buy Qty 500.00
Sell Price 0.92
Sell Qty 1000.00
OPEN 0.93
CLOSE 0.92
VOLUME 2252
52-Week high 2.32
52-Week low 0.79
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.92
Buy Qty 500.00
Sell Price 0.92
Sell Qty 1000.00

CLIO Infotech Ltd. (CLIOINFOTECH) - Director Report

Company director report

For the Financial Year Ended on 31st March 2019

Dear Shareholders

Your Directors have great pleasure in presenting the 27th Annual Reporttogether with the Audited Balance Sheet as at 31st March 2019 and Profit &Loss Account for the year ended on that date.

FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Company's performance during the year ended 31st March 2019 as comparedto the previous financial year is summarized below:

(Rs. In Lacs)

Particular For the financial year ended 31st March 2019 For the financial year ended 31st March 2018
Revenue from operation 8.24 6.41
Other income -- 9.73
Total Income 8.24 16.14
Less: Expenses 27.71 33.43
Profit/ (Loss) before tax (19.48) (17.28)
Less: Provision for tax/Deferred Tax 0.04 0.11
Income Tax & Tax of years w/off -- 2.10
Profit / (Loss) after Tax (19.51) (19.49)
Other comprehensive (loss)/income for the year (0.18) --
Total comprehensive income for the year (19.69) (19.49)
No. of Equity Shares 11010950 11010950
EPS (0.18) (0.18)

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 8.24 lakhs(previous year Rs. 16.14 lakhs) down by 48.95%. During the year the Company had a net lossof Rs. 19.69 lakhs (previous year net loss of Rs. 19.49 lakhs).

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2018-19and Company Share Capital as on 31.03.2019 stood at Rs. 110109500/-.

DIVIDEND:

In order to conserve the resources for future business requirements and in view oflosses made your Directors do not recommend dividend for the year under review.

TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to thereserves.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure - I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Suresh Bafna (DIN: 01569163) Director of the Company liable to retire byrotation will be retiring at the ensuing Annual General Meeting. He is eligible forreappointment at the ensuing Annual General Meeting and has offered himself forre-appointment.

Additional Information on directors recommended for appointment/re-appointment asrequired under Regulation 36 (3) of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015 at ensuing Annual General Meeting are given in the Noticeconvening 27th Annual General Meeting.

Further to the above the Company has appointed Ms. Kinjal Ashok Ghone as ChiefFinancial Officer and Mr. Devendra Sanghvi as a Non Executive Independent Director w.e.f.01st September 2018. Also Mr. Deepak Doshi Non Executive IndependentDirector and Ms. Krupa Gandhi Company Secretary has resigned w.e.f. 01st September 2018and 16th February 2019 respectively.

The Company has formulated code of conduct on appointment of directors and seniormanagement. This code of conduct can be accessed on the website of the Company at the linkwww.clioinfotech.com/Final/Code%20of%20Conduct%20for%20Director%20and%20Senior%20Management.pdf

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and businessstrategies. The notice of Board meeting is given well in advance to all the Directors ofthe Company. Usually meetings of the Board are held in the registered office of theCompany. The agenda of the Board / Committee meetings is circulated 7 days prior to thedate of the meeting.

The Board met 5(five) times i.e 30th May 2018 13th August 20181st September 2018 13th November 2018 and 13th February2019 during the year the details of which are given in the Report on CorporateGovernance. The intervening gap between the two consecutive meetings was within the periodprescribed under the Companies Act 2013 and the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee's effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committees of the Company. TheBoard has devised questionnaire to evaluate the performances of each of executivenon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Ability to contribute to and monitor our corporate governance practices

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors ofthe Company under subsection (7) of Section 149 of the Companies Act 2013 confirming thatthey meet the criteria of independence as prescribed under sub-section (6) of Section 149of the Companies Act 2013 and Regulation 25 of the SEBI (Listing and ObligationDisclosure Requirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013 and according to theinformation and explanations received by the Board your Directors state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have 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 were adequate and operating effectively.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance and forms part of thisAnnual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations2015. The composition of the Audit Committee is given

in Report on Corporate Governance which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.

VIGIL MECHANISH / WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instanceof fraud and mismanagement if any. The Company had established a mechanism for directorsand employees to report concerns about unethical behavior actual or suspected fraud orviolation of our Code of Conduct and Ethics. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in the exceptionalcases. The details of the Vigil mechanism Policy is explained in the report of CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2018-2019 no employee or director was denied access to the AuditCommittee. www.clioinfotech.com/Final/WHISTLE%20BLOWER%20POLICY.pdf

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (Listing andObligation Disclosure Requirements) Regulations 2015 and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms part of this Annual Report.

www.clioinfotech.com/Final/criteria%20of%20making%20payment%20to%20%20non-executive%20directors.pdf

All Related Policy Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions entered duringthe year by your Company as per Section 188 of the Companies Act 2013 which requireapproval of the member. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicableto the Company. Further disclosure of transactions with related parties is set out as partof the financial statements.

The Policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the website of theCompany at the link http://www.clioinfotech.com/Final/related%20party%20transaction%20policy.pdf

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans guarantee or investment under Section 186 of the Companies Act2013 forms part of Notes to the Financial Statements provided in this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyze and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.

Your Company's approach on Corporate Governance has been detailed out in the CorporateGovernance Report. Your Company has deployed the principles enunciated therein to ensureadequacy of Internal Financial Controls with reference to the financial statements. YourBoard has also reviewed the internal processes systems and the internal financialcontrols and the Directors' Responsibility Statement contains a confirmation as regardsadequacy of the internal financial controls.

With a view to ensure and review the effectiveness and implementation of the systemsand operations the Audit Committee regularly reviews them. The Internal Auditors andStatutory Auditors regularly attend Audit Committee meetings and convey their views on theadequacy of internal control systems as well as financial disclosures. The Audit Committeeis briefed about the corrective actions taken by the management on the audit observations.The Audit scope is regularly reviewed by the Audit Committee for enhancement/ modificationof scope and coverage of specific areas.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2018-2019 to the said Stock Exchange.

CORPORATE GOVERNANCE:

Corporate Governance is about maximizing shareholders value legally ethically andsustainability. At Clio Infotech Limited the goal of Corporate Governance is to ensurefairness for every stakeholder. We believe Corporate Governance is critical to enhance andretain investor trust. Our Board exercises its judiciary responsibilities in the widestsense ofthe term. We also endeavor to enhance long-term shareholder value and respectminority rights in all our business decisions. As per regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separatesection on corporategovernance practices followed by your Company together with a certificate on compliancewith corporate governance norms under the Listing Regulations and forms part of thisAnnual Report as Annexure -II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 theManagement Discussion and Analysis Report which givesa detailed account of state of affairs of the Company's operations forms part of thisAnnual Report as Annexure -III.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial personnel Rules 2014 details of the ratio ofremuneration of each Director to the median employee's remuneration are appended to thisreport as Annexure IV.

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

STATUTORY AUDITORS:

The term of office of M/s. Kriplani Milani & Co statutory auditors of the Companywill expire with the conclusion of 27th Annual General Meeting of the Company. The Boardof Directors of the Company have subject to approval of the Members on recommendation ofthe Audit Committee recommended for the reappointment of M/s. Kriplani Milani & Co.Chartered Accountants Mumbai (having FRN: 130461W) as the Statutory Auditors at theensuing Annual General Meeting for a period of five years i.e. to hold office from theconclusion of this Annual General Meeting of the Company till the conclusion of thirtysecond Annual General Meeting of the Company to be held in the year 2024.

A resolution proposing reappointment of M/s. Kriplani Milani & Co. CharteredAccountants as Statutory Auditors of the Company pursuant to Section 139 of the CompaniesAct 2013 forms part of the Notice.

INTERNAL AUDITOR:

The Company has appointed M/s. Dhruvaprakash & Co Chartered Accountants (FRN.:117674W) as its Internal Auditor. The Internal Auditor has given his reports on quarterlybasis to the Audit Committee.

Based on the report of internal audit management undertakes corrective action in therespective areas and strengthens the levels of Internal Financial and other operationalcontrols.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has appointed M/s. VKM& Associates Practicing Company Secretaries to conduct Secretarial Audit of theCompany. The Report of the Secretarial Audit in Form MR-3 for the financial year endedMarch 31 2019 is enclosed as Annexure- V to this Report.

There are qualifications reservations or adverse remarks made by the SecretarialAuditor in his report which is stated below:

Secretarial Auditor's Remarks: . Mr. Deepak Doshi (DIN: 00677220) was not resignedimmediately as a disqualified director but resigned in September 2018 after attendingmeetings.

Management Comment: With respect to the Remark(s)/Observations or disclaimer made bythe Secretarial Auditors in their Report we hereby state that the Company was in searchof appointing a suitable candidate for the post of Director. Further the new director i.e.Mr. Devendra Sanghvi was appointed in his place w.e.f September 2018.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Associate or Joint Venture Company.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013:

a) Number of complaints filed during the financial year: Nil

b) Number of complaints disposed off during the financial year: Nil

c) Number of cases pending as on end of the financial year: Nilwww.clioinfotech.com/Final/SEXUAL%20HARRASMENT%20POLICY.pdf

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 and rules made thereunder are not applicable to the Company.Therefore the Company has not developed and implemented any Corporate SocialResponsibility initiatives.

PARTICULARS OF CONSERVATION OF ENERGY. TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act 2013 read with Rule 8 of theCompanies (accounts) rules 2014 details regarding the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company donot consume energy intensively. However the Company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction product developmentor import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Board also places on record itsappreciation for the continued cooperation and support received by your Company during theyear from investors bankers financial institutions customers business partners allregulatory and government authorities and other stakeholders.

By Order of the Board For Clio Infotech Limited

Suresh Bafna Chairman

DIN: 01569163

Date: 03rd September 2019

Place: Mumbai

Annexure-1

MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2019

[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:

CIN L65990MH1992PLC067450
Registration Date 26/06/1992
Name of the Company Clio Infotech Limited
Category / Sub-Category of the Company Public Company / Limited by shares
Address of the Registered office and contact details 901-902 Atlanta Center Opp. Udyog Bhavan Sonawala Lane Goregaon (E) Mumbai: 400063.
Whether listed company Yes
Name Address and Contact

details of Registrar and Transfer Agent if any:

Skyline Financial Services Private Limited

D-153 A 1st Floor Okhla Industrial Area

Phase- I New Delhi - 110 020

Tel: 011-64732681-88

Fax: 011-26812682

Email: virenr@skylinerta.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: NOT APPLICABLE

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

Sl. No. Name and Description of main products/ Services NIC Code of the Product/ service % to total

turnover of the company

1 Other business activities 64199 100%

III. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the Company CIN / GLN Holding / subsidiary / associate % of shares held Applicable section
N.A. N.A. N.A. N.A. N.A.

I SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Category-wise Share Holding:

A) Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

S. No Category of Shareholders Demat Physical Total % of Total Demat Physi

cal

Total % of Total %

Change

during

A Promoters
1 Indian
a) Individual Huf 762406 200 762606 6.93 762606 0 762606 6.93 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Government 0 0 0 0 0 0 0 0 0
d) Bodies Corporate 0 0 0 0 0 0 0 0 0
e) Banks/FI 0 0 0 0 0 0 0 0 0
f) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(1) 762406 200 762606 6.93 762606 0 762606 6.93 0
2 Foreign
a) NRI Individuals 0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corporate 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 Promoters[A]=(A1)+ (A2) 762406 200 762606 6.93 762606 0 762606 6.93 0
B Public Shareholding
1 Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks/FI 0 0 0 0 0 0 0 0 0
c) Central Government 0 0 0 0 0 0 0 0 0
d) State Government 0 0 0 0 0 0 0 0 0
e) Venture Capital Fund 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 Fund 0 0 0 0 0 0 0 0 0
i) Any Other 0 0 0 0 0 0 0 0 0
i) Any Other Foreign 0 0 0 0 0 0 0 0 0
Sub-Total (B)(1) 0 0 0 0 0 0 0 0 0
2 Non-Institutions
a) Bodies Corporate
1) Indian 189550C 12500 1908000 17.33 1867511 12500 1880011 17.07 -0.26
2) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
1) Individual shares holders having nominal share capital upto Rs. 100000 3696066 1053706 4749774 43.14 3761687 1013506 4775193 43.37 0.23
2) Individual Shareholders Holding Nominal Share Captial Above Rs. 1 Lai 3003451 85600 3089051 28.05 3003347 85600 3088947 28.05 0
c) Others
a) HUF 461406 400 461808 4.19 463508 400 463908 4.21 0.02
b) Non Resident Indian 39711 0 39711 0.36 39911 0 39911 0.36 0
c) Foreign National 0 0 0 0 0 0 0 0 0
d) Clearing Members 0 0 0 0 374 0 374 0 0
e) Trust 0 0 0 0 0 0 0 0 0
e) Foreing Bodies-DR 0 0 0 0 0 0 0 0 0
f) NBFC Registered With RBI 0 0 0 0 0 0 0 0 0

 

G) Unclaimed shares (IEPF) 0 0 0 0 0 0 0 0 0
H) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (B)(2) 9096138 1152206 10248344 93.07 9136338 1112006 10248344 93.06 -0.01
Total Public Shareholding (B)=(B1) +(B2) 9096138 1152206 10248344 93.07 9136338 1112006 10248344 93.06 -0.01
C) Shares Held By Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total 9858544 1152406 11010950 100 9898944 1112006 11010950 100 0

ii. SHAREHOLDING OF PROMOTERS:

Shareholder's Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares % of total Shares of the

Company

% of hares Pledged/ encumbered to total shares No. of Shares % of total Shares of the

Company

% of hares Pledged/ encumbered to total shares %

change in share holding during the year

1. Suresh Bafna 239555 2.18 0.00 239555 2.18 0.00 0.00
2. Manju. S. Bafna 405797 3.69 0.00 405797 3.69 0.00 0.00
3. Ashok D. Bafna 117254 1.06 0.00 117254 1.06 0.00 0.00
TOTAL 762606 6.93 0.00 762606 6.93 0.00 0.00

iii. CHANGE IN PROMOTERS' SHAREHOLDING (PLEASE SPECIFY IF THERE IS NO CHANGE):

Name of Promoter

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Suresh Bafna
At the beginning of the year 239555 2.18 239555 2.18
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 239555 2.18 239555 2.18
2 Manju. S. Bafna
At the beginning of the year 405797 3.69 405797 3.69
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 405797 3.69 405797 3.69
3 Ashok D.Bafna
At the beginning of the year 117254 1.06 117254 1.06
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 117254 1.06 117254 1.06

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS PROMOTERS ANDHOLDERS OF GDRS AND ADRS):

Name of Shareholder

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Majestic Holdings & Fininvest Pvt Ltd
At the beginning of the year 1553607 14.11 1553607 14.11
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 1553607 14.11 1553607 14.11
2 Meena Lalitkumar Shah
At the beginning of the year 282100 2.56 282100 2.56
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 282100 2.56 282100 2.56
3 Parasmal Budhmal Modi
At the beginning of the year 263447 2.39 263447 2.39
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 263447 2.39 263447 2.39
4 Hiren Chandrakant Chag
At the beginning of the year 237585 2.16 237585 2.16
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 237585 2.16 237585 2.16
5 Bharat Pannalal Sheth
At the beginning of the year 167500 1.52 167500 1.52
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 167500 1.52 167500 1.52
6 Ramesh Kumar Haran
At the beginning of the year 147500 1.34 147500 1.34
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 147500 1.34 147500 1.34
7 Vishal Kantilal Jain
At the beginning of the year 130151 1.18 130151 1.18
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 130151 1.18 130151 1.18
8 Primore Solutions Private Limited
At the beginning of the year 123654 1.12 123654 1.12
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 123654 1.12 123654 1.12
9 Dorothy Nicholas Dsouza
At the beginning of the year 110500 1.00 110500 1.00
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 110500 1.00 110500 1.00
10 Deepak Meghrajji Doshi
At the beginning of the year 100444 0.91 100444 0.91
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 100444 0.91 100444 0.91

vi. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For each of the Directors and KMP No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Suresh Bafna
At the beginning of the year 239555 2.18 239555 2.18
Increase / Decrease in Share 0 0.00 0 0.00
At the End of the year 239555 2.18 239555 2.18

II INDEBTEDNESS:

Indebtedness of the Company including interest outstanding / accrued but not due forpayment relating to Secured Loans Unsecured Loans and / or Deposits: NIL

III REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: NOT APPLICABLE

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

B. Remuneration To Other Directors: NIL

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

Particulars of Remuneration

Key Managerial Personnel

CEO Company

Secretary

CFO Total
1 Gross salary - Rs. 261986/- Rs. 375400/- Rs. 637386/-
(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 - - - -
- as % of profit
- others specify
5 Others please Specify - - - -
Total - Rs. 261986/- Rs. 375500/- Rs. 637386/-

IV PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL