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Confidence Finance & Trading Ltd.

BSE: 504340 Sector: Others
NSE: N.A. ISIN Code: INE180M01033
BSE 00:00 | 20 Sep 3.93 0
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NSE 05:30 | 01 Jan Confidence Finance & Trading Ltd
OPEN 3.93
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VOLUME 137
52-Week high 5.79
52-Week low 1.48
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.93
CLOSE 3.93
VOLUME 137
52-Week high 5.79
52-Week low 1.48
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Confidence Finance & Trading Ltd. (CONFIDENCEFINAN) - Director Report

Company director report

To The Members

The Directors present Annual Report of Confidence Finance and Trading Limited onBusiness and Operations of the Company along with Audited Financial Statements for theyear ended on 31st March 2020.

Financial Results

Particulars Year Ended 31/03/2020 Year Ended 31/03/2019
Income 173.46 1096.86
Less- Expenditure (171.37) (1093.37)
Profit before Depreciation 2.09 3.49
Less: Depreciation (0.95) (1.33)
Profit after Depreciation & Before Tax 1.14 2.16
Less: Current Year Tax 0.14 0.36
Deferred Tax Liability (0.16) 0.38
Less: Tax (Income Tax) paid for earlier period 0.05 0.74
Profit after Tax 1.11 0.68
Surplus/Loss brought forward from the previous year 123.17 122.49
Total amount available for appropriation 124.27 123.17
Surplus carried over 127.27 123.17

FINANCIAL HIGHLIGHTS

During the year Company has earned the income of Rs. 173.46 lakhsas compared to Rs.1096.86lakhs in the previous year. The Net Profit after Tax stood Rs.1.09 lakhs asCompared to Rs. 0.68 lakhs in the previous year.

DIVIDEND

With a view to strengthen the financial position of the Company Directors did notrecommend any dividend for the financial year 2019-20.

IMPACT OF COVID-19

In the last month of FY 2019-2020 the COVID-19 pandemic developed rapidly into aglobal crisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally. AsCompany is engaged in the Buying and Selling odf Securities and due market breakdown iteffects the company.

TRANSFER TO RESERVES

The company has not transferred any amount to the general reserve or any other reservesduring the year 2019-20.

FINANCE

Cash and cash equivalent as at 31st March 2020 is Rs 1.22 Lakhs & Bank balanceother than cash & cash equivalents is Rs. 19.26 Lakhs. (Previous year Rs 176.18 Lakhs)The Company continues to focus on management of its working capital receivables andinventories. The other working capital parameters are kept under continuous monitoring.

CHANGE IN NATURE OF BUSINESS IF ANY

There are no major changes in the Business of the Company.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR

The Company does not have any significant Business activity other than that of CapitalMarket Operations Interest income and Trading of Goods.

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

DETAILS OF SUBSIDIARY/ASSOCIATE AND JOINT VENTURES COMPANIES

The Company has no Subsidiary/Associate and Joint Venture Companies during period underreview.

INVESTMENT IN JOINT VENTURES

The Company has not made any investment in Joint Venture during the period underreview.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2020 was Rs. 1025 Lakhs divided into102.5 Lakhs equity shares of Rs.10/- each. During the year under review the Company hasnot issued shares with differential voting rights or granted stock options or sweatequity.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2020. Further theCompany has not accepted any deposit or loans in contravention of the provisions of theChapter V of the Companies Act 2013 and the Rules made there under:

S.No Particulars Amount in Rs.
1. Details of Deposits accepted during the year N.A
2. Deposits remaining unpaid or unclaimed at the end of the year N.A
3. Default in repayment of deposits N.A
At the beginning of the year
Maximum during the year
At the end of the year
4. Deposits not in compliance with law N.A
5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty N.A
imposed

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Statement's notes to account forming part of Annual Report. The Particulars of Loans orAdvances or Investments made under Section 186 of the Act are furnished in Financial

HUMAN RESOURCE DEVELOPMENT

Your Company has always believed that Human Resource is the most important resource andcontinues to work for its development. The functioning and activities were further alignedto Company's Business objectives. The Human Resource

Development activities focused on multi-skill training performance and improvementetc.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there is no change in the directorship of the company except: a) Ms.Swati Panchal resigned from the office of Independent Director w.e..f 30thSep2019. b) In accordance with the provisions of the Companies Act 2013 and the Articlesof Association of the Company c) Mr. Manoj Jain retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for n re-appointment.

During the year Ms. Amiksha Bhaktiwara Company Secretary and Compliance officerresigned w.e.f 17th April2020 . The Board places on record its deepappreciation for the outstanding contribution made by Ms. Amiksha Bhaktiwara.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisons of Section 135 of the Companies Act 2013 are not applicable to the Companyduring the period under review.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(Prevention Prohibition &Redressal) Act 2013;

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women atthe Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered underthis policy.Statement showing the number ofcomplaints filed during the financial year and the number of complaints pending as on theend of the financial year is shown as under: -

Category No. of complaints pending in the beginning of F.Y.2019-20 No. of complaints filed during the F.Y.2019-20 No. of Complaints pending as at the end of F.Y.2019-20
Sexual Harassment Nil Nil Nil

Since there is no complaints received during the year which is appreciable as themanagement of the company endeavor efforts to provide safe environment for the femaleemployees of the company.

RISK AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has undertakensuitable measures for the development and implementation of a risk management policy forthe Company including identification of elements of risk if any which in the opinion ofthe Board may threaten the existence of the Company. At present the Company has notidentified any element of risk which may threaten the existence of the Company.

The Company has an Internal Control System commensurate with the size and nature ofits operations. During the yearcontrols were tested and no material weakness in designand operation were observed. These have been designed to providereasonable assurance withregard to recording and providing reliable financial and operational informationcomplying withapplicable statutes safeguarding assets from unauthorised use executingtransactions with proper authorisation and ensuringcompliance of corporate policies.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the SEBI (LODR) Regulations2015 to report genuine concerns or grievances. Thedetails of the Vigil Company'sMechanism Policy are explained in the Corporate GovernanceReport and also posted on the on the websitehttp://ctcl.co.in/wp-content/uploads/2016/03/Vigil-mehanism-policy-1.pdf.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

As per the requirement of Section 149 (7) of the Companies Act 2013 the IndependentDirectors have given their respective declarations that they meet the criteria ofindependence as specified under Section 149 (6) of the Act.

BOARD AND PERFORMANCE EVALUATION Board Evaluation:

The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by Securities and ExchangeBoard of India (LODR) Regulations 2015 . Performance evaluation criteria for BoardCommittees of the Board and Directors were approved by the Nomination & RemunerationCommittee of the Board at its meeting held on 3rd January 2020. Evaluationformats and criteria of evaluation duly incorporated the criteria and other parameters assuggested by SEBI vide their guidance note on evaluation through Director's knowledgetheir&circular expertisedated specificJanuary competency05 2017. The andmain professionalcriteria which the evaluations was carried out were experience board engagement and timecommitment.

Performance Evaluation of the Directors:

The Board and the nomination and remuneration committee reviewed the performance of theindividual directors. on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Evaluation of the Board Committees:

Mandate andThe Board evaluated the performance of each of the Board Committees on thefollowing broad categories:

Effectiveness of the Committee composition

Structure of the Committee its functioning and attendance Discussion quality ofagenda and action taken report Independence of the Committee from the Board

Contribution of the Committees to the decisio Functioning of the committee inaccordance with the terms of reference ns taken by the Board

The Board opined that the Board Committees' composition structure processes andworking procedures are well laid down and that the Board Committees members have adequateexpertise drawn from diverse functions industries and business and bring specificcompetencies relevant to the Company's business and operations.

Independent Directors' Evaluation of Non-Independent Directors

In a separate meeting of independent directors held on March 28 2020 performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The Independent Directors also assessed the quality quantity andtimeliness of flow of information between the Company management and the Board.Performance evaluation of independent directors was done by the entire board excludingthe independent Director being evaluated.

FUTURE OUTLOOK

The Indian Economy has been one of the fastest growing economy in the World. The focusof the economic policies has been on transforming India into a modern Bharat througheconomic reforms demonetization digitalization in a cleaner and corruption freeenvironment. Company's agenda for the growth is clearly defined by the management i.e. tounderstand the financial need of the empowered customers and address those requirementswith diversified services with the help of best in class technology and never compromiseon core values namely fairness integrity and transparency. We believe that the financialindustry in Indiai's moving towards rapid growth and with the aid of digitalizationsupported by economic prosperity and reforms performance of the company is certainlyexpected to reach heights.

RELATED PARTY TRANSACTION

In line with the requirements of the Companies Act 2013 and SEBI (LODR) Regulationsyour Company has formulated a Policy on RelatedParty Transactions which is also availableon the Company's websiteathttp://ctcl.co.in/wp-content/uploads/2016/03/Related-Party-Transaction-policy.pdf. ThePolicy intends to ensure that proper reporting; approval and disclosure processes are inplace for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee Board of Directorsfor review and their approval. Prior omnibus approval is obtained for Related PartyTransactions siness and are at Arm'son quarterly basis for transactions which are ofrepetitive nature and / or entered in the Ordinary Course ofBu Length if any.

During the year the company had not entered into any contract/ arrangement /transaction with any related party which could be considered material in accordance withthe policy of the company on materiality of related party transactions. Thus disclosurein Form AOC-2 is not required.

Your Directors draw attention of the members to Note 29 to the financial statementwhich sets out related party disclosures.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirm that: a. In the preparation of the Annual Accounts theapplicable Accounting Standards had been followed and that no material departures havebeen made from the same: b. they have selected such 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 and of the profit and loss of the Company for that period; c. they havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d. they haveprepared the Annual Accounts on a going concern basis; and

e. they have laid down Internal Financial Controls for the Company and such InternalFinancial Controls are adequate and operating effectively; and f. they have devised propersystems to ensure Compliance with the provisions of all applicable laws and such systemsare adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

Four (4)Meetings of the Board were held during the year. For details of the Meetings ofthe Board please refer to the Corporate Governance Report which forms part of thisreport.

POLICY ON DIRECTORS 's policy on' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company Director's appointment and remuneration and other matters provided inSection 178(3) of the Act has been disclosed in the Corporate Governance Report whichforms part of this report.

PARTICULARS OF EMPLOYEES

The Company had no employee during the year covered under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

AUDITORS

(1) STATUTORY AUDITORS:

The Auditors M/s. A K Kocchar & Associates. Chartered Accountants (F.R.No.120410W) who were appointed for a term of 5 (five)consecutive years at the 38th AnnualGeneral Meeting of the Company held on 29th September 2018 shall hold the office till theconclusion of the 43rdAnnual General Meeting to be held in the year 2023. As requiredunder Regulation 33(d) of the SEBI (LODR) Regulation 2015 the auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. The Board of the company takes pleasure instating that no such observation has been made by the Auditors in their report which needsany further explanation by the Board. The Notes on financial statement referred in theAuditors' Report are self explanatory and do not call for any further comments. TheAuditors' Report does not contain any qualification reservation or adverse remark.

(2) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Ritika Agrawal & Associates.Pracitising Company Secretaryto undertakeis annexed as " the Secretarial Audit of the Company for the year2019-20. The Report of the Secretarial Audit Report in the Form MR-3 Annexure C"ofthisReport. Your Board is pleased to inform that there is no such observation made by theAuditors in their report which needs any explanation by the Board except that; a)Delayed Submission of Scrutinizer Report:

As per management representation the AGM was concluded on 30th September and thecompany had to submit the report by 2nd October 2019. However due to the national holidayon account of Mahatma Gandhi Jayanti the company could not obtain the same from thescrutinizer and it was received on 3rd October 2019. However in the report there werecertain discrepancies (not significant) Therefore the company requested the Scrutinizerto issue a fresh report which the Company received on 4th October and immediately uploadedon BSE Listing Portal. b) Appoinment of Company Secretary for the year 2019-20. As permanagement representation the Management of the Company was searching for a suitablecandidate for the post of company secretary However due to COVID- 19 Pandemic was notunable to find the same. and In Meanwhile Company has appointed Mr. Manoj Jain Directorof the Company as Compliance Officer who looks after the compliance requirements.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not engaged in manufacturing activities and as such the particularsrelating to conservation of energy and technology absorption are not applicable. Howeveryour Company takes every reasonable steps and measuresto conserve the energy in the bestpossible manner on continious basis.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than reportable fraud to the Central Governmentcovered under section 134(3)(ca) of the Companies Act 2013. Further that the auditorshave not found any fraud as required to be reported by them under section 143(12) to theCentral Government during the year 2019-20.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out by The Securities and ExchangeBoard of Indai (SEBI).The report on Corporate Governance as stipulated under the SEBI(LODR) Regulations2015 forms an integral part of this Report. The requisite certificatefrom the Auditor confirming compliance with the conditions of Corporate Governance isattached and is forming the part of Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure tothis Report and also placed on the website of the company and the link for the same

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION AND

PARTICULARS OF EMPLOYEES

Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 and the details of Top 10 employeesgiven in the "Annexure G". none of the employees received remuneration inexcess of Rs. One Crore Two Lakhs or more per annum or Rs.Eighty Lakhs Fifty Thousand permonth for the part of the year. Therefore there is no information to disclose in terms ofthe provisions of the Companies Act 2013.

CODE OF CONDUCT:

The Code of Conduct for the Board of Directors and the Senior Management has beenadopted by the Company. The Code of Conduct has been disclosed on the website of thecompany at www.ctcl.co.in All the BoardMembers and the Senior Management Personnel haveconfirmed Compliance with the Code. All Management Staff were given appropriate trainingin this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The suspected fraud or violation of the Company's code of conduct or ethics policy.Under this policy the employees can Company has adopted Whistle Blower Policy to reportto the Management instances of unethical behaviour actual or approach the Company'sCompliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination be meted out to any person for a genuinely raised concern. The WhistleBlower Policy of the Company is posted on the website of theCompany.http://ctcl.co.in/wp-content/uploads/2016/03/Vigil-mehanism-policy-1.pdf

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities 's by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company Shares and prohibitsthe purchase or sale of CompanyShares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All BoardDirectors and the designated employees have confirmedcompliance with the Code.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required by Regulation 34 of the SEBI (ListingObligations and Disclosure Requirments) Regulation 2015 is not applicable to yourCompany for the financial year ended March 31 2020.

CAUTIONARY STATEMENT projections outlook expectations and others may be "forwardlooking statements" within the meaning of applicable laws The statements made in thisReport and Management Discussion and Analysis Report relating to the Company's objectivesto the Company's operations that may be due to change in government policies globalmarket conditions foreign exchange and regulations. Actual results may differ fromexpectations those expressed or implied. Some factors could make difference fluctuationsnatural disasters etc.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their sincere thanks to Bankers ShareholdersClients and all the Employees of the Company for extending their support during the year.

REGISTERED OFFICE By Order of the Board of Directors
9 Botawala Building 3rd Floor Sd/-
11/13 Horniman Circle Fort MANOJ JAIN
Mumbai 400001 DIRECTOR
Date: 5th September2020 DIN: 00165280

Certificate on Compliance with Code of Conducts

I hereby confirm that the Company has obtained from all the members of the Board andManagement Personnel affirmation that they have complied with the Code of BusinessConduct and Ethics. The Company has formulated the code of conduct for the Board membersand senior executives under the SEBI (Substantial Acquisition of Shares and Takeovers)Regulations 2011 and the SEBI (Prohibition of Insider Trading) Regulations 2015 asamended from time to time.

Place: Mumbai MANOJ JAIN
Date: 05/09/2020 DIN: 00165280
DIRECTOR

Form No. MGT-9-

Extract of Annual Return

For the financial year ended on 31st March 2020

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

I. REGISTRATION AND OTHER DETAILS

(i) CIN L51909MH1980PLC231713
(ii) Registration Date 16th September 1980
(iii) Category/Sub-Category Company Limited by Shares
(iv) Name of the Company Confidence Finance And Trading Limited
(v) Address of the Registered office and contact details 9 Botawala Building 3rd Floor 11/13Horniman Circle Fort Mumbai400001. Tel. No. 022- 22662150
(vi) Whether listed Company or not Yes/ No Yes
(vii) Name Address and Contact Details of Purva Share Registry (India) Private LimitedUnit No. 9 Shiv Shakti
Registrar and Transfer Agent if any: Industrial Estate J.R. Boricha Marg Lower Parel(E)Mumbai 400 011.
Tel : 022-23012518
Website:www.purvashare.com
Email Id: support@purvashare.com

II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

services Service Company
Income from buying and selling of securities 649 Nil
Interest Income 649 44.35
Trading of Goods/Products 469 55.65

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

During the Period Under review Company has no Holding Subsidiary and AssociateCompany.

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physi cal (Equi ty Share s of Re. 1/- each) Total % of Total Shares Demat Physic al (Equit y Shares of Rs. 10/- each) Total % of Total Share s %Chan ge durin g the year
A) PROMOTERS
1. Indian
a) Individual/ HUF - - - - 1095717 - 1095717 10.69 -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 182500 - 182500 1.78 182500 - 182500 1.78 -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
2. Foreign
a) NRI-Individuals - - - - - - - - -
b) Other-Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any other - - - - - - - - -
Total 182500 - 182500 1.78 1278217 - 1278217 12.47 10.69
Shareholding of
Promoter (A)
B. Public
Shareholding
1.Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital - - - - - - - - -
Funds
f) Insurance - - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others (specify) - - - - - - - - -
2. Non-Institutions
a) Bodies Corp.
i) Indian 2763118 2763118 26.96 1963036 - 1963036 19.15 7.81
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 1 lakh 395161 1250 396411 3.87 1609150 1250 1610400 15.71 11.84
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 6673639 - 6673639 65.11 5352510 - 5352510 52.22 12.89
c) Others (specify)
Non Resident 1660 - 1660 0.02 1660 - 1660 0.02 0.00
Indians (REPAT)
Directors & their relatives
Overseas Corporate
Bodies
Hindu Undivided 1412465 - 1412465 1.38 44176 - 44176 0.43 0.95
Family
Foreign Nationals - - - - - - - -
Clearing Members 127973 - 127973 1.25 1 - 1 0.00 0.00
Trusts - - - - - - - - -
Foreign Bodies - D R - - - - - - - - -
Total Public 10066250 1250 10067500 98.22 8970533 1250 8971783 87.53 10.69
Shareholding (B)
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 10248750 1250 10250000 100.00 10248750 1250 10250000 100.0 0 -

B) Shareholding Shareholder's of Promoter-

S N Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the Compan y %of Shares Pledged / encumber ed to total Shares No. of Shares % of total Shares of the Company %of Shares Pledged / encumbered to total Shares % change in sharehol ding during the year
1. Taranya Project Private Limited 1825000 1.78 - 182500 1.78 - -
2. Manoj Jain - - - 1095717 10.69 - 10.69
Total 1825000 1.78 - 1278717 12.47 - 10.69

C) Change in Promoters' Shareholding(pleasespecifyifthere is no change) oter'sShareholding during the f

There are no Changes in the Prom inancial year 2019-20 except mentioned in above pointB.

D) Shareholding Pattern of top ten Shareholders:

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

For Each of the Top 10 Shareholder s

Shareholding at the beginning

Shareholding at the end of the year

Change during the year

Reason
No of Shares % of total Shar es of the Com pany No of Shares % of total Shares of the Company Date No. Of Shares Before Change No. of Shares After Change Increase Decreas e
Ilesh Madhusudan Patel 504445 4.92 504445 4.92 - - - - - -
SMC Global 150050 1.46 368422 3.59 30/09/2019 150050 130050 - 20000 Sale
Securities Ltd 31/01/2020 130050 124553 - 5517 Sale
07/02/2020 124533 122122 - 2411 Sale
14/02/2020 122122 120622 - 1500 Sale
06/03/2020 120622 368422 247800 - Acquisiti
Shivkhori Construction Private Limited 275500 2.69 275500 0 2.69 - - - - - -
Manoj Vimal Singh Pamecha - - 246152 2.40 01/11/2019 - 131182 133182 Acquisiti on
08/11/2019 131182 169882 38700 Acquisiti on
15/11/2019 169882 219882 50000 Acquisiti on
22/11/2019 219882 246952 27070 Acquisiti on
28/02/2020 246952 246852 100 Sale
06/03/2020 246852 246752 100 Sale
13/03/2020 246752 246652 100 Sale
20/03/2020 246652 246152 500 Sale
Sapna Ramdas Jatwal 2500000 2.44 250000 0 2.44 - - - - - -
Pinky Surana 743939 7.26 248524 5 24.25 05/07/2019 743939 199544 - 544395 Sale
12/07/2019 199544 1717742 1518198 - Acquisiti
02/08/2019 1717742 2485245 767503 - Acquisiti on
Vishank V Patil 167937 1.63 103068 6 10.05 20/09/2019 - 167937 167937 - Acquisiti on
27/09/2019 167937 281928 113991 - Acquisiti on
04/10/2019 281928 292948 11020 - Acquisiti on
11/10/2019 292948 378338 85390 - Acquisiti on
25/10/2019 378338 490040 111702 - Acquisiti on
22/11/2019 490040 600040 110000 - Acquisiti on
13/12/2019 600040 704776 104736 - Acquisiti on
10/01/2020 704776 888110 183334 - Acquisiti on
31/01/2020 888110 888510 400 - Acquisiti on
07/02/2020 888510 888610 100 - Acquisiti on
21/02/2020 888610 893810 5200 - Acquisiti on
28/02/2020 893810 897193 3383 - Acquisiti on
06/03/2020 897193 897393 200 - Acquisiti on
13/03/2020 897393 897533 140 - Acquisiti on
20/03/2020 897533 905533 8000 - Acquisiti
27/03/2020 905533 1030635 125102 - Acquisiti on
31/03/2020 1030635 1030686 51 - Acquisiti on
RADISON PROPERTIES PRIVATE LIMITED 219500 2.14 219500 2.14 - - - - - -
SHANTILAL MANSUKHLAL SHAH - - 186200 1.82 11/10/2019 - 186200 186200 - Acquisiti on
AMBALAL JHAVERBHAI PATEL 415546 4.05 415546 4.05 - - - - - -

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during theYear
No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Mr. Manish Naginlal Jain
At the beginning of the year 3147 0.03 3147 0.03
Purchase During the year - - - -
Sale During the year - - - -
At the end of the year 3147 0.03 3147 0.03
2. Mr. Amruth Joachim Coutinho
At the beginning of the year 6250 0.06 625 0.06
Purchase During the year - - - -
Sale During the year - - - -
At the end of the year 625 0.06 625 0.06
3. Mr. Manoj Naginlal Jain
At the beginning of the year 0 0 1095717 10.69
Purchase During the year 0 0 1095717 10.69
Sale During the year 0 0 - -
At the end of the year 0 0 1095717 10.69

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount - 94923150 - 94923150
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 94923150 - 94923150
Change in Indebtedness during the financial year
* Addition - 18115777 - 18115777
* Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial year
i) Principal Amount - 113038927 - 113038927
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 113038927 - 113038927-

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

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

SN Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Amruth Coutinho (Managing Director) Manoj Jain (Executive Director)
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - 600000 600000
(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…
Others (Sitting Fees) 40000 40000 80000
Total (A) 40000 640000 680000
Ceiling as per the Act Company having the inadequate profit remuneration is as per ceiling limit specified in Section II of Part II of Schedule V of the Companies Act 2013

B. Remuneration to other Directors (Amount in Rupees)

SN. Particulars of Remuneration

Name of other Directors

Total Amount
1 Independent Directors Ms. Swati Panchal Mr. Ashok Nagori Ms. Sneha Raut
Fee for attending Board/ committee Meetings 20000 40000 40000 100000
Commission - - -
Others please specify - - -
Total (1) 20000 40000 40000 100000
2 Other Non-Executive Directors Manish Jain (Non- Executive Director)
Fee for attending Board/committee 40000 - - -
Meetings
Commission - - - -
Others please specify - - - -
Total (2) 40000 - - 40000
Total (B)=(1+2) 60000 40000 40000 140000
Total Managerial - - - -
Remuneration
Overall Ceiling as per the Act

Company having the inadequate profit remuneration is as per ceiling limit specified in Section II of Part II of Schedule V of the Companies Act 2013.

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

SN Particulars of Remuneration Key Managerial Personnel Amiksha (Company Secretary) () Ms.Nirali Sanghavi (Chief Financial Officer)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 35000 194000
(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 35000 194000

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There was no Penalties/Punishment/Compounding of offences for breach of any Section ofthe Companies Act 2013 against the Company or its Directors or other officers indefault if any during the year.

BY ORDER OF THE BOARD OF DIRECTORS
Manoj Jain
Dated: 5thSeptember 2020 Chairman
Place: Mumbai DIN: 0016528

Annexure to the Directors' Report

Statement of Disclosure of Remuneration Under Section 197 of Companies Act 2013 andRules 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

I. Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the financial year 2019-20 the percentage increase inremuneration of Chief Financial Officer and other Executive Director and Company Secretaryduring the financial year 2019-20.

Name of Director/KMP Designation Ratio of remuneration of each Director to median remuneration of Employees Percentage increase in Remuneration
1 Manoj Jain Executive Director 64:25 -
2 Nirali Sanghavi CFO - -
4 Amiksha Bhatiwara Company Secretary - -

II. The percentage decrease in the median remuneration of Employees for the financialyear was 56%.

III. The Company has 8 (Eight) permanent Employees on the rolls of Company as on 31stMarch 2020.

IV. Relationship between average increase in remuneration and Company's performance :Every year the Salary increases for the Company are decided on the basis of abenchmarking exercise that is undertaken with similar profile organizations. During theyear similar approach was followed to establish the remuneration increases to theEmployees. Variable compensation is an intergral part of our total reward package and isdirectly linked to an individual Performance rating and business Performance. There ismarginal increase in Salary expenses during the year compare to previous financial year.

V. Comparison of the remuneration of the Key Manaerial Personnel against theperformance of the Company :

Remuneration awarded to the Key Managerial Personnel for the current year was dulyreviewed and approved by the Nomination and Remuneration Committee of the Company.

VI. Variations in the Market Capitalisation of the Company Price Earning Ratio as atthe closing date of the current financial year and previous financial Year .

Particulars March 31 2019 March 31 2020 % Change
Market Capitalisation 0.5125 9.53 (27.40)
( crores)
Price Earnings Ratio 75.76 232.50 45.85

VII. Comparison of average percentage decrease in the salaries of Employees other thanthe Key Managerial Personnel and the percentage decrease in the remuneration paid to theKey Managerial Personnel:

The increase in remuneration of employees other than the Key Managerial Personnel isconsiderably inline with the increase in remuneration of Key Managerial Personnel.

VIII. The Ratio of the remuneration of the highest paid Director to that of theEmployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year:Not Applicable.

IX. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

BY ORDER OF THE BOARD OF DIRECTORS

Manoj Jain

Chairman

DIN: 00165280

Dated: 5thSeptember 2020

Place: Mumbai

.