DHP INDIA LIMITED
TO THE MEMBERS
Your Directors are pleased to present the Company's Twenty-Ninth Annual Reportand Company's Standalone Audited Financial Statement of Accounts for the Financial Yearended 3 1st March 2020.
COVID-19 PANDEMIC EFFECT:
In view of the lock-down declared across the country by the Central / State Governmentdue to COY ID-19 pandemic during second half of March 2020 the Company's operations wereadversely impacted. The operations have since resumed in a phased manner frorn May 2020 inaccordance with the guidelines issued by relevant regu latory authorities with regard toadhering of social distancing and following prescribed hygiene standards. The Companycontinues to comply with such guidelines from time to time.
T he Company has sufficient liquidity / financing arrangements for the continuity ofbusiness operations. The Company is confident of its ability to service the debt /financing arrangements. The lock-down due to COVID-19 is continuing with certainrelaxation and Company is continuing its operations with existing demand. The Company hasassessed the potential impact ofCOVID-19 based on the current circumstances and expects nosignificant impact on the continuity of operations of the business on long-term basis. TheCompany does not have any material risk o f non-fulfilment of obligations by any partyarising out of existing contracts/ arrangements.
FINANCIAL HIGHLIGHTS :
The Board's Report shall prepared based on the standalone financial statements o f theCompany for the year ended March 3 1 2020 is s ummarized below:- (Rs. in Lacs)
| Year ended | Year ended |
| Pa rticu la rs | 31.03.2020 | 3 1.03.2019 |
| Revenue from Operations (net) | 5553.01 | 67 14.85 |
| Other Income | 368.55 | 52.07 |
| Total Revenue including Other Comprehensive Income | 5921 .56 | 6766.92 |
| Profit Before Finance Cost Depreciation & Tax | 1662.64 | 1833.04 |
| Less : Finance Cost | (-) 19.88 | (-) 16. 16 |
| Less : Depreciation | (-) 175.38 | (-) 134.46 |
| Profit Before Tax {am/ pro/it before exceptio11a/ and extraordinary items} | 1467.38 | 1682.42 |
| l ess: xceptio11a/ Items (Net of Tax) Provision for dimu11atio11 in value of Investment i11 Mutual Fund due to COVID-19 pandemic as exceptio11al items (-) | | 832.35 |
| Profit Before Tax {and profit after exceptional items} | 635.03 | 1682.42 |
| Less : Provision fo r Taxation (inclusive of adjustment of deferred lax asset) | (-) 325.90 | (-) 471.47 |
| Profit After Tax for the year of Continuing and Total Operation | 309.13 | 1210.95 |
| Other Comprehensive (Loss)/ lncome {Net of Taxes} | (-) 461.98 | 78.23 |
| Total Comprehensive (Loss)/ Income for the period | (-) 152.85 | 1289.18 |
| Add : Transferred from General Reserve | 243.00 | |
| Add : Profit brought forward from previous year | 0.45 | 1.69 |
| Profit Available for Appropriation | 90.60 | 1290.87 |
| Appropriations | | |
| Dividend Declared | (-) 75.00 | H 75.00 |
| Tax payment of Declared Dividend | (-) 15.42 | (-) 15.42 |
| Transfer to General Reserve | | {-) 1200.00 |
| Surplus Carried to Balance Sheet | 0.18 | 0.45 |
| Net Worth (Capital employed at the year end - Rs. in Lakh) | 6852.)8 | 7095.45 |
| Book Value of Shares at the vear end (Amount in Rs.) | 228.41 | 236.5 1 |
| Earning per Share (Amount in Rs.) | 10.30 | 40.36 |
DIVIDEND
Your Directors have recommended a dividend of Rs.2.50 per Equity Share (Previous yearof Rs. 2.50 per Equity Shares) for the financial year ended March 31 2020 i.e. @25% oftotal paid-up equity share capital. The above dividend will be payable out of currentyear's profit of the Company. The dividend if approved by the shareholders will entailan out-flow of Rs.75.00 lacs and this is subject to tax deducted at source.
TRANSFER OF RESERVES
Due to COVID-19 pandemic effect the Exceptional Items Loss shown in Statement ofProfit and Loss Account and or Other Comprehensive Loss also shown in Statement of profitand Loss Account. The Company transfer Rs.243.00 lacs from its General Reserve toAccumulated profit and Loss Account to meet the statutory obligations. The Other Equityi.e. Reserves & Surplus thereafter will stand as on March 3 1 2020 at Rs.6552.18 lacsat a Book value of Rs. 228.41 per Equity Share.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Due to COVID-19 effect the production sales and other operation of March 2020 (lastmonth of financial year) effected. Similarly the market sudden fall as on March 31 2020and the value of dimunation in value of Investment also accounted for as Exceptional Itemsas well as Other Comprehensive Loss in Statement of Profit and Loss as per statutoryrequirement. The total revenue during the year was decreased to the extent of 12.49% incomparison with its previous year similarly the profit before tax during the year wasdecreased to 62.25% in comparison w ith its previous year and profit after tax during theyear was decreased to 74.47% in comparison with its previous year. This comparison is notcomparable due to a short-term COVID- 19 pandemic arises. Your Directors continue to be ofthe opinion that high quality of products and innovations in products as well asimprovement in technology along with cost cutting efforts will help your company to facethis competition. The company is expected to continue to do well and improve further inthe coming years.
DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD a) PresentKey Managerial Personnel.
The following are Key Managerial Personnel of the Company:-
1. Mr. Asheesh Dabriwal (DIN : 00044783) : Managing Director & Chief ExecutiveOfficer of the Company; 2. Mr. Janak Bhardwaj (DIN : 0004764 1) : Executive Director &Chief Operating Officer of the Company;
3. Mr. Ashok Kumar Singh : Chief Financial Officer of the Company; ahd
4. Ms. Suruchi Tiwari : Compahy Secretary & Compliance Officer of the Company.
b) Committee of the Boarc.J.
The Board of Directors have the following Committees : I . Audit Committee;
2. Nomination and Remuneration Committee;
3. Shareholders/ Investor Grievance Committee (Stakeholders; Relationship Committee);and
4. Corporate Social Responsibility Committee.
The details of the Committee along with their composition number of meetings andattendance at the meeting are provided ih the Corporate Governance Report.
c) Changes in Directors anc.J Key Managerial Personnel.
There are no changes recorded in Directors and Key Managerial Personnel during thefihancial year ended 31st March. 2020.
DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD
d) Proposed Changes in Directors and Key Managerial Personnel seeking approval ofensuing AGM
Mr. Janak Bhardwaj (DlN-0004 7641) a Executive Director of the Company retire byrotation at the ensuing Annual General Meeting a nd being eligible have offered himselffor re-appointment and the same proposed in notice.
Mr. Surajit Raha (DIN-070 19436) a Independent Director of the Company retire onSeptember 27 2020 and seeking re-appointment for a further terms of approximate tive(5)years from September 28 2020 to March 3 1 2025. The Board proposed for re-appointment ofMr. Surajit Raha (DfN-0701 9436) as Independent Director o f the Company for a furtherperiod of approximate five (5) years from September 28 2020 to March 3 1 2025 atidseeking approval o f members at the ensuing Annual General Meeting and the same proposedin notice.
e) Declaration by an Independent Directors :
The Company has received dec)aration from al l the Independent Directors(Non-Rotational) of the Company confirming that they meet the criteria of independence asper Section 149(6) of the Companies Act 201 3.
f) Formal Annual Evaluation :
The Company has devised a Policy for perfonnance evaluation of Independent DirectorsBoard Committees and Other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive di rectors. The Remuneration paidto Directors & Other Key Managerial Personnel are evaluated by che "Nominationand Remuneration Committee" of the Company o n yearly basis.
DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD g) Number ofmeetings of the Board of Directors : Five meetings of the Board of Directors were heldduring the financial year 2019-20 i.e. year ended March 31 2020. For further details.please refer report on Corporate Governance of this Annual Report.
h) Policy of Directors' Appointment and Remuneration :
The current policy is to have an appropriate mix o f executive and independentdirectors to maintajn the independence of the Board and separate its functions ofgovernance and management. As on March 31 2020 the Board consist of 6 members one ofwhom is non-rotational executive director one of whom is executive (liable to retire byrotation). one of whom is woman (liable to retire by rotation) and rest three areindependent (non-rotational). The Board periodically evaluates the need for change in itscomposition and size.
The Company' s policy on d irectors appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 20 13 has been disclosed in the CorporateGovernance Report which forms part of the directors' report.
i) Familiarisation Programme for Independent Directors:
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.
DIRECTORS' RESPONSIBILITY ST A TEMENT
Pursuant to the requirement under Section I 34(3)(c) of the Companies Act. 20 l 3 readwith Section 134(5) of the Companies Act. 20 13 with respect to Directors' ResponsibilityStatement it is hereby confirmed that; (i) in the preparation of the Annual Accounts forthe financial year ended March 31. 2020 the applicable accounting standards read withrequirements set out under Schedule II to the Companies Act 2013 have been followed andthere are no material departures from the same:
(ii) 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 as at March 3 1 2020 and the profit ofthe Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 201 3for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the Directors have prepared the accounts for the financial year ended March 3 l2020 on a 'going concern ' bas is.
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(vi) the Directors have devised proper systems to ensure compliance w ith theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
MA TERJAL CHANGES & COMMITMENTS
No material changes and commitments have occurred after the close of the year till thedate of this Report which aftect the financial position of the Company. There has been nochange in the nature of business of the Company.
SIGNIFICANT CHANGES
There are no significant changes and commitments have occurred after the close of theyear till the date of this Report. which affect the financial position of the Company.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business. including adherence to the Company's policies. thesafeguarding of its assets the prevention and detection of frauds and en-ors. theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. The details in respect of internal financial control and theiradequacy are included in the management Discussion & Analysis wh ich forms part ofthis report. During the year such controls were tested and no reportable materialweakness in the design or operation were observed.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChainnan of the Audit Committee of the Board o f D irector of the Company in appropriateor exceptional cases.
RISK MANAGEMENT
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its abi lity to achieve its strategic objectives. The Company evaluating theall risks that the organization faces such as strategic financial credit marketliquidity security property IT legal regulatory reputational and other risks.
AUDITORS AND AUDITORS' REPORT Statutory Auditors & their Statutory AuditReport
The Company's Statutory Auditors M/s. Navin Nayar & Company Chartered Accountants(Firm Registration No. 328951 E) were appointed as Statutory Auditors of the Company fora period of five (5) consecutives years from Financia l Year 2018-2019 to financial year2022-23 (from April I 20 18 to March 31 2023) at the Annual General Meetings("AGM") of the Members held on September 24 2018 on a remuneration mutuallyagreed upon by the Board of Directors and the Statutory Auditors. Their appointment wassubject to ratification by the Members at every subsequent AGM held after the AGM held onSeptember 24 20 I 8. Pursuant to the amendments made to section 139 of the Companies Act2013 by the Companies (Amendments) Act 2017 effective from May 7 2018 the requirementof seeking ratification of the members of the appointment of the Statutory Auditors hasbeen withdrawn from the statute. Hence the resolution seeking ratification of the Membersfor continuance of their appointment at this AGM is not being sought.
There is no audit qualification reservation or adverse remark for the year underreview. The opinion made in the Auditors' Report to the Mem bers of the Company have beendealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in NotesNo. 1 to 27. 15 of the Accounts. These are self explanatory and do not call for furthercomments.
Cost Auditors
The Board has appointed Mr. Kishore Majumdar Practicing Cost Accountant and Proprietorof M is. K. MAJUMDAR & ASSOCIATES. Cost Accountants for conducting CostAudit for the Financial Year 2019-20 (Year ended March 31. 2020) and also appointed fornext Financial Year 2020-21 (Year ended March 31 202 1) as Cost Auditor su bject to suchapprovals as may be applicable.
Secretarial Auditors & their Secretarial Audit Report
The Board has appointed Mr. Sushi) Tiwari Practicing Companies Secretaries andProprietor of M/s. SUSI-Ill TIWARI & ASSOCIATES Companies Secretaries for conductingSecretarial Audit for the Financial Year 20 19-20 (Year ended March 31 2020) and alsoappointed for next Financial Year 2020-21 (Year ended March 31. 2021) as SecretarialAuditor. The Secretarial Audit Report and the Secretarial Annual Compliance Report bothfor the financial year ended March 31 2020 is annexed in a separate reportnamely "Secretarial Audit Report" in Form No. "MR-3 and itsAnnexure-"A" and "Secretarial Annual Compliance Report". TheSecretarial Audit Report and Secretarial Annual Compliance Report does not contai n anyqualification reservation or adverse remark.
l.nteroal Auditors
T he Board has appointed Internal Auditor Mr. Timir Baran Hazra Chartered Accountantsa practicing Chartered Accountants and Member of the Institute of Chartered Accountantsof India for conducting Internal Audit for the Financial Year 2019-20 (Year ended March31 2020) and also appointed for next Financial Year 2020-2 I (Year ended March 31 2021)as Internal Auditor.
ENERGY CONSERVATION TECHNOLOGY ABSORPTlON AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation. technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013. read with rule 8(3) of the Companies (Accounts) Rules 20 I 4 aregiven in a separate Annexure - "I" attached hereto and form part of theReport.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as of March 31 2020 pursuant to the sub-section (3)of Section 92 of the Companies Act 20 13. in Form No. MGT - 9 shall formpart of the Board's Report given in a separate Annexure - " II" attachedhereto and form part of the Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company have already formed a new committee named Corporate & SociaJResponsibility Committee and adopt a CSR policy to be undertaken by the Company which hasbeen approved by the Board. The disclosure as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in a separate Annexure -"III" attached hereto and form part of the Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Woman at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made there under Company provides fordiversity and equal opportunities to all employees across the Company based on merit andability. The cultures of the Company ensure the aspects of work-life balance foremployees especially for woman and are suitably addressed. During the year no complaintsof sexual harassment were received.
AUDIT COMMITTEE
The Audit Committee comprises Non-Executive & Independent Directors namely Mr.Buddhadeb Basu (Chairman) Non-Executive & Independent Director namely Dr. SubrataHaldar & Non-Executive & Independent Director namely Mr. Surajit Raha as otherMembers. All the recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE
The Nomination and Remuneration Committee comprises two Non-Executive IndependentDirector
namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha (Member) and oneNon-Executive & Woman Director Mrs. Anjum Dhandhania (Member). All the recommendationsmade by the Nomination and Remuneration Committee were accepted by the Board.
The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive& Independent Director namely Mr. Buddhadeb Basu (Chairman). one Executive Directornamely Mr. Asheesh Dabriwal (Member) and one Non-Executive & Independent Directornamely Mr. Surajit Raha (Members). All the recommendations made by the Corporate &Social Responsibility Committee were accepted by the Board.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year the Company have not paid any loans guarantees or made any investmentsreferred to Section 186 of the Companies Act. 20 13. T he particulars of other loansgiven investments made for the purpose of its business activities are provided in thestandalone financial statement (please refer to Note No. 6 & 9 to the StandaloneFinancial Statement).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's Jengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactionsthus the disclosure in prescribed Form No. AOC - 2 is not required as per third provisionof Section 188(1) of the Companies Act 20 13. Your Dire.ctors draw attention of themembers to Note No. 27.8 ofthe Standalone Financial Statement which sets out related partydisclosures as per Ind AS - 24.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 20 I 3 read with Rule 5(l) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 20 I 4 are provided in a separate Annexure- "IV" attached hereto and fonn part of the Report.
Particulars of employees pursuant to the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule-s 5(2) and 5(3) of the _Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are NIL.
CORPORA TE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Regulation 15(2) and otherrelevant provisions of SE Bl (Listing Obligations and Disclosure Requirements)Regulations 20 I 5 for the year ended 3 I si March 2020 as forms part of the AnnualReport and which has been set out in a separate report called "CorporateGovernance Report'' annexed herewith. The requisite Certificate from the StatutoryAuditors of the Company Mis. NAV[N NAYAR & COMPANY Chartered Accountants.confinning compliance with the conditions of Corporate Governance as stipulated under theaforesaid Clause 49 & Regulation 15(2) of SEBf (Listing Obligations and DisclosureRequirements) Regulations 2015 is also annexed to th is Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 15(2) and other relevant provisions of SEBl (Listing Obligations andDisclosure Requirements) Regulations 2015 for the year ended 3 1st March2020 is presented in a separate section fanning part of the Annual Report called as ManagementDiscussion & Analysis Report" is annexed.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on The Calcutta Stock ExchangeLtd.("CSE") Kolkata [Securities Code No. I 0014058) and Bombay Stock ExchangeLtd. (" BSE") Mumbai [Securities Code No. 530306J and the Listing Fees for theFinancial Year 2020-21 of BSE & CSE have already been paid.
DEPOSITORY SYSTEM
Trading in Equity Shares of your Company in the dematerialised form is compulsory forall the shareholders in terms of notification issued by the Securities and Exchange Boardof India (SEBI). The Equity Shares of the Company have been activated both in CentralDepositories Services (India) Limited (CDSL) and National Securities & DepositoryLimited (NSDL) and may be dematerialsed under the lSIN
- INE 590D 01016. Your Company has achieved a high level of dematerialized with about98.99% of total number of Equity Shares being held in electronic mode with NSDL &CDSL. The custodian fees for the Financial Year 2020-21 have already been paid.
STATUTORY INFORMATION AND OTHER DISCLOSURES
The declaration requfred under regulation 26(3) of the Securities and Exchange Board of[ndia (Listing Obligation and Disclosure Requ irement) Regulations 2015 regarding "Codeof Business Ethics. of the Company issued by Chief Executive Officer-cum-ManagingDirector is annexed and fonns are integral part of this Report.
The certificate required from a Company Secretary in Practice under sub-clause (i) ofclause IO of Part C o f Schedule V of the Securities and Exchange Board of lndia(Listing Obligation and Disclosure Requirement) Regulations 20 15 regarding ''Directorsand KMP are not debarred or disqualified from statutory authorities" of theCompany issued by Company Secretary in Practice is annexed and fonns areintegral part of th is Report.
The Chief Executive Officer and Chief Financial Officer joint certificate requiredunder regulation I 7(8) o f the Securities and Exchange Board o f India (ListingObligation and Disclosure Requirement) Regulations 20 15. regarding "CEO/CFOCertification of Financial Report" of the Company issued by Chief ExecutiveOfficer-cum-Mar:iaging Director and Chief Financial Officer jointly is annexed andfonns are integral part of this Report.
GENERAL
Your Directors state that no disclosures or reporting is required in respect of thefollowing items as there were no transactions on this items during the year under review :I) Details relating to deposits covered under Chapter V of the Companies Act 20 13.
2) Issue of equity shares with differential rights as to dividend voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4) Neither the Managing Director nor the any Executive Director of the Company receiveany remuneration or commission from any of its subsidiaries.
5) No significant or material orders were passed by the regulators or courts ortribunal which impact the going concern status and Company' s operation in future.
ACKNOWLEDGEMENT
Your Directors would 1 ike to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.
Place : Kolkata
Dated ; 30th day of June 2020
For and on behalf of the Board of Oirectors ASHEESH DABRIWAL Managing Director &C.E.O.
(DIN - 00044783)
Form No. MGT - 9
EXTRACT OF ANNUAL RETURN
AS ON FINANCIAL YEAR ENDED ON MARCH 31 2020
{Pursuant to Section 92(3) t?{tlte Companies Act 2013 and Rule 12(/)oft/re Companies (Management and Administration) Rules 2014}
I. REGISTRATION & OTHER DETAILS:
| 1 ' CIN | L65921WBl991PLC051555 |
| 2 RC1?istration Date | 26-04-1991 |
| 3 Name of the Company | DHP INDIA LIMITED |
| 4 Category/Sub-Category of the Company | Public Limited Company - Government Company Limited by Shares/ Indian Non |
| 5 Address of the Registered Office and contact details | I 0 Middleton Row Kolkata - 700 071 Telephone : +9 1 (033) 2229-5735 Fax: +91 (033) 22 I 7-2751 |
| Email : infol@dhoindia.com |
| 6 Whether listed Company | Yes I N-e |
| 7 Name Address & contact details of the Registrar & Transfer | Niche Technologies Private Limited 3A Auckland Place 7oJi Floor Room No. 7A & 7B Kolkata-700017. |
| Agents if any | Telephone: +91 (033) 2280-6616 Fax: +91 (033) 2280-6619 |
| Email : nichetechol<@nichetechol.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)
| SI. No. Name and Description of main NIC Code of the product/service products/services | % total |
| turnover the of Company |
| I Manufacturing of LPG Regulator its Group : 281 Class : 2819 & Sub-class : parts and Accessories (including 28199 - Manufacturing of Other General articles of Brass used as accessories Purpose Machinery and parts of LPG Re!!ttlator) | 100% |
Ill. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:-
| SI.No. Name and Address of the Company | CIN /GLN | Holding/Subsidiary/ Associates | % of shares held | Applicable Section |
| - ~ | | NIL | | -- |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
| No. of Sharts h eld • t the begin ning of the year | No. of Shares hvld at the end o f the year | 'I |
| Category of Shareholders | Oemat | Physical | Total | 'lo of Total Shares | Oemat | Physical | Total | % of Total Shares | Change durl119 the year |
| A. PROMOTERS | | | | | | | | | |
| (1) Indian | | | | | | | | | |
| a) Individual / HUF | 1827700 | | 1827700 | 60.923 | 1827700 | | 1827700 | 60923 | |
| b) Central Government | . | . | . | | . | | | | . |
| c) State Government | . | | . | . | | | . | . | . |
| d) Bodies Corporate | 403500 | . | 403500 | 13.450 | 403500 | | 403500 | 13...450 | |
| e) Banks/ Financial In stitutions | . | . | . | . | . | | | . | . |
| f) Anv Other | - | | | . | - | | | . | |
| Sub-total (A)(l} | 223UOO | . | 2231200 | 74.373 | 2231200 | . | 2231200 | 74.373 | . |
| (2) Foreign | | | | | | | | | |
| a) NRls • Individuals | . | - | . | . | . | - | | . | . |
| b) Other lndtvduals | . | | . | | . | | | | |
| c) Bodies Corp orate | . | | | . | . | | . | . | |
| d) Banks/ Financial Institut ions | . | . | | | . | | | | . |
| e) An~ Other | . | | . | . | . | | . | | . |
| Sub-total (A)(2) | . | | . | - | - | . | . | . | . |
| Total Shareholding of Promoter (A) -= | 2231200 | | 2231200 | 74.373 | 2231200 | | 2231200 | 74.373 | - |
| (A}(l)+(A}(2) | | | | | | | | | |
| 8. PUBLIC SHAREHOLDING | | | | | | | | | |
| (I) lnstltutions | | | | | | | | | |
| a) M utual Funjs | | | | . | . | | | . | |
| b) Banks/ Financial Institutions | | | . | . | . | - | | | |
| c) Central Governmenis | | | | | . | . | | | - |
| d) State Governments | . | - | | . | . | . | . | | |
| el Venture Capital Funds | | | . | . | | | | | |
| f) Insurance Companies | . | | . | . | | . | | | |
| g) Foreign Institutional lrwestors (FIi) | | . | . | | | . | . | | |
| h) Foreign Venture Capital Funds | - | | . | | | . | | | . |
| i) Others (Specify) : FPI | | | | | | | | | |
| • Corporate Categories - Ill | 450 | . | 450 | o.oi5 | 450 | . | 450 | 0015 | |
| Sub-total (8)(1) | 450 | . | 450 | 0015 | 450 | . | 4S0 | 0.015 | . |
| (2) Non-Institutions | | | | | | | | | |
| a) Bodies Corporate | | | | | | | | | |
| I) Indian | 11289 | 4600 | 15889 | 0.530 | 15089 | 1200 | 16289 | O.S43 | 0.013 |
| Ii) Overseas | . | . | . | | . | . | | | |
| b) Individuals | | | | | | | | | |
| I) Individual shareholders holding nominal share caol tal uoto Rs 1 lakh | 538800 | 3 1332 | 570132 | 19.004 | 535607 | 29032 | 564639 | 18.821 | -0183 |
| Ii) Individual shareholders holding nominal share capital in excess of Rs l lakh | 58728 | . | 58728 | 1.9S8 | 61633 | | 61633 | 2.054 | 0.097 |
| c) Ot her s Spec\fy | | | | | | | | | |
| 1 NR/ | 100110 | . | 100110 | 3337 | 105190 | | 105190 | 3 .506 | 0.169 |
| 2. Overseas Corporate Bodies | | | | | . | | | - | |
| 3. Foreign Nationals | | | | | . | | | | |
| 4. Clearing Members | 5841 | | 5841 | 0195 | 2949 | . | 2949 | 0.098 | 0.096 |
| 5. Trusts | | | | | . | . | | . | . |
| 6. Foreign Bodies • D.R. | . | . | | . | | . | | . | |
| 7. IEPF Authoritv | 176S0 | | 17650 | O.S88 | 17650 | . | 17650 | 0.588 | |
| Sub-total (8)(2) | 732418 | 35932 | 768350 | 25.612 | 738118 | 30232 | 768350 | 25.612 | |
| Total Public Shareholding (B) = (8)(1)+(8}(2} | 732868 | 3S932 | 768800 | 25.627 | 738568 | 30232 | 768800 | 25.627 | |
| C. Shares held by Custodian for GDRs & ADRs | . | . | . | | - | . | . | | |
| GRANO TOTAL (A+B+C) | 2964068 | 35932 | 3000000 | 100.000 | 2969768 | 30232 | 3000000 | 100.000 | . |
(ii) Shareholding of Promoters
| Shareholding at the beginning of the year | Shareholding at the end of the year | |
| SI No. Shareholder's Name | No. of Shares | % of total shares of the company | lo of Shares Pledged /encum bered to total shares | No. of Shares | % of total shares of the company | % o f Shares Pledged/en cumbered to total shares | % of change in sharehotdin g during the year |
| l ANJUM DHANDHANIA | 20000 | 0 667 | | 20000 | 0.667 | | |
| 2 /ISHEESH DABRIWAL | 662600 | 22.087 | | 662600 | 22.087 | - | |
| 3 0ABRIWAlA CONSTRUCTONS PRIVATE LTD | 385600 | 12.853 | - | 385600 | 12.853 | - | |
| 4 DOLPHIN PROPE.RTIES PRIVATE LIMITED | 17900 | 0.597 | - | 17900 | 0.597 | | . |
| 5 KUMKU M DABRIWAL | 180100 | 6.003 | . | 180100 | 6.003 | . | - |
| 6 NIRMAL KUMAR DABRIWALA | 965000 | 32.167 | . | 965000 | 32.167 | | - |
| TOTAL | 2231200 | 74.373 | . | 2231200 | 74.373 | . | . |
iii Chan e in Promoter's Shareholdin
| Shareholding at the beginning of the year | Cumulative Sh.aroholdlng durlng the year |
| SI No. Name of Promoters | % of total No. of shares of the shares | No. of s h ares | % of total shares of the |
| 1 ANJUM DHANDHANIA | | | |
| a) At the Beginning of the Vear | 20000 | | |
| b) Changes during the year | | | |
| c) At the End of the Year | | | |
| 2 ASHEESH DABRIWAL | | | |
| a) At the Beginning of the Year | | | |
| b) Changes our1ng the year | | | |
| c} Al the End of the Year | | | |
| 3 DABRIWALA CONSTRUCTIONS PRIVATE LIMITED | | | |
| a) At the Beginning of the Year | | | |
| b) Changes during rhe year | | | |
| c) At the End of t he Year | | | |
| 4 DOLPHIN PROPERTIES PRIVATE LIMITED | | | |
| a) At the Beginning of the Year | | | |
| b) Changes durrng the year | | | |
| c) At the End of the Year | | | |
| S !(UMKUM DABRIWAl | | | |
| a) At the Begin111ng of the Year | | | |
| b) Changes during the year | | | |
| c) At the End of the Year | | | |
| 6 NIRMAL KUMAR DABRIWALA | | | |
| a) At the Beginning of lhe Year | | | |
| b) Cnange; dunng th e yea | | | |
| cl At the End of the Yea | | | 32.167 |
| TOTAL | | | 74.373 |
(iv) Shareholding Pattern of top ten Shareholders - At the Beginning oftheyear and at the end of the year (other than Directors Promoters and Holder of GORs andADRs) ;
| Shareholding at the | | |
| SI. No. For Each of the Top 10 Shareholders (at the beginning of the year and at the end of the year) | No. of | % of total | | |
| 1 BALASUBRAMANIAM LAKSHMI NARASIMHAN | | | |
| a) At the Beginning of the Year | 41846 | 1.395 | | |
| b)Changesduringtheyear | | | | |
| Date Reason | | | | |
| 05/04/2019 Transfer | -133 | -0.004 | | 1.390 |
| 31/05/2019 Transfer | | | | 1.388 |
| c) At the End of the Year | | | | 1.388 |
| 2 GAODAM SRINIVASA RAO | | | | |
| a) At the Beginning of the Year | 5807 | 0194 | | |
| b) Changes during the year | | | | |
| Date Reason | | | | |
| 12/04/2019 Transfer | 18 | 0.001 | 5825 | 0.194 |
| 10/05/2019 Transfer | 100 | 0.003 | 5925 | 0. 198 |
| 01/ 11/2019 Transfer | 20 | 0.001 | 5945 | 0198 |
| 21/02/2020 Transfer | 20 | 0.001 | 5965 | 0.199 |
| c) At t he End of the Year | | | | |
| 3 HARSHA VENKATESH | | | | |
| a) At the Beginrung of the Year | | | | |
| b) Changes durfng the year | | | | |
| Date Reason | | | | |
| 03/05/2019 Transfer | 163 | 0.005 | 163 | 0.005 |
| 19/07/2019 Transfer | 37 | 0.001 | 200 | 0.007 |
| 15/11/2019 Transfer | 20000 | 0.667 | 20200 | 0.673 |
| a) At the Beginning of the Year | | | | |
| b) changes durlng the year | | | | |
| c) At the End of the Year | | | | |
| 5 MANMIT HANSPAL | | | | |
| a) At the Beginning of the Year | | | | |
| b)'Changes durrng the year | | | | |
| Date Reason | | | | |
| 05/04/2019 Transfer | 249 | 0.008 | 6962 | 0.232 |
| 19/04/2019 Transfer | -157 | -0.005 | 61:!0S | 0.227 |
| 07/06/2019 Transfer | -1000 | -0.033 | 5805 | 0.194 |
| 16/08/2019 Transfer | -1700 | -0.057 | 4105 | 0.137 |
| 23/08/2019 Transfer | -2000 | -0.067 | 2105 | 0.070 |
| 21/02/2020 Transfer | -2105 | -0.070 | 0 | 0.000 |
| c) At the End of the Year | | | 0 | 0.000 |
(iv) Shareholding Pattern of top ten Shareholders - At tile Beginning of theyear and ar the end of the year (other than Directors. Promo1ers and Holder ofGDRsand AORs)
| Shareholding at the beginning of the year | Cumulative Shareholding during the year |
| For Each of the Top 10 Shareholders (;Jl | | | |
| SI. No. the beginn1ng of the year and at the end of the year) | No. of shares | of total shares or the comoanv | No. of shares | % of total shares of the comn.nv |
| 6 NEERAJ GUPTA | | | | |
| a) At the Beg111ning of the Year | 5756 | 0.192 | | |
| bl Changes during the year | | | | |
| Date Reason | | | | |
| 30/08/2019 Transfer | 14 | 0.000 | 5770 | 0. 192 |
| 21/02/2020 Transfer | -70 | -0.002. | S700 | 0.190 |
| ]0/03/2020 Transfer | 20 | 0.001 | 5720 | 0.191 |
| c I At the End of the Yo?J r | | | | |
| 7 PRATAP KUMAR CB V | | | | |
| a) At the Beginning of the Year | | 2 | | |
| b) Changes durng the yea | | | | |
| Date Reason | | | | |
| 2&/04/ 2019 Traml~r | 37 | 0.001 | 18983 | 0.633 |
| 03/05/ 2019 Transfer | 685 | 0.023 | 19668 | 0.656 |
| 10/05/2.019 Tranl er | 14 | o.000 | 19682 | 0.656 |
| 07/06/ 2019 Transfer | 403 | 0.013 | 20085 | 0.670 |
| 14/ 06/ 2019 Tr;Jnsfe- | 716 | 0.024 | 20801 | 0.693 |
| 12/07/ 2019 Transfer | 200 | 0.007 | 21001 | 0.700 |
| 19/07/2019 Trarrsfe( | 546 | 0.018 | 21547 | 0.718 |
| 26/07/ 2019 Transfer | 301 | 0.010 | 21848 | 0.728 |
| 02/08/2019 f3rrs{e1 | 290 | 0.010 | 22138 | 0.738 |
| 09/08/2019 Transfer | 280 | 0.009 | 22418 | 0.747 |
| 30/08/ 2019 Trasfer | .5 | 0.000 | 22413 | 0.747 |
| 13/09/ 2019 Transfer | -20 | -0.001 | 22393 | 0.74& |
| 20/09/2019 Tran f~r | -392 | -0.013 | 22001 | 0.733 |
| 27 /0.9/2019 Transfer | 400 | 0.013 | 22401 | 0.747 |
| 04/ 10/2019 Transfer | -146 | -0.005 | 22255 | 0.742 |
| I J/ 10/ 2019 Transfer | 437 | 0.015 | 21818 | 0.727 |
| 18/10/2019 Transfer | 629 | 0.021 | 21189 | 0.706 |
| 2'/ 10/ 2019 Tr~nsfer | -389 | -0.013 | 20800 | 0.693 |
| 01/11/ 2019 Tran\ le | -1073 | -0.036 | l9727 | 0658 |
| 08/ 11.12019. Transfer | -6 | 0.000 | 19721 | 0.&57 |
| 15/11/2019 Tramfer | 18132 | -0.604 | 1589 | 0.053 |
| 22/ 11/ 2.019 Tran fer | -189 | -0.006 | 1400 | 0.047 |
| 06/12/2019 Transfer | 372 | 0.012 | 1028 | 0 0 34 |
| 27/12/ 2019 Transler | 380 | -0.013 | 648 | 0.022 |
| 31/12/7019 Transfer | l2 | 0.000 | 660 | 0.022 |
| 3 1/ 01/2020 Transfer | 4 22 | 0.0 14 | 1082 | 0.036 |
| 07/02/2020 Tranfer | 1145 | 0 038 | 2J27 | 0.074 |
| 14/02/ 2020 Transfer | 100 | 0.003 | 2327 | 0.0 78 |
| 28/02/2020 Transfer | 420 | 0.0 14 | 2747 | 0.092 |
| 20/03/ 2020 Transfer | -360 | -0.012 | 2387 | 0.080 |
| 27/03/ 2020 Transfer | -2382 | 0.079 | 5 | 0.000 |
| c) At the Cnd of the fear | | | 5 | 0.000 |
| 8 PUNIT OHANDHANIA | | | | |
| a) Al the Beginning of the Year | 10000 | 0.333 | | |
| bJ Change dLring the year | | | | |
| c) At 1he End of 1he Year ~ | | | | R] 0.333 |
| 9 SIDDHARTH KOTHARI | | | | |
| a) At the Beginning of th(' Year | | 2 | | |
| b) Changes during the year | | | | |
| cJ Al lhe End of the Year | | | 17164 | 0.572 |
| 10 TIRUPATIRAO THAKKAlLAPEUY | | | | |
| a) At the Beginning or the Year | 11500 | 0.383 | | |
| b) Cl\anges during the yea | | | | |
| Date Reason | | | | |
| 05/07/2019 Transfer | 332 | 0.011 | 11832 | 0 .394 |
| 12/07/2019 Transfer | 218 | 0 .007 | 12050 | 0.402 |
| 26/07/2019 Transfer | 52 | 0 .002 | 12:102 | 0.403 |
| 16/08/2019 Transfer | ~v | 0.001 | 12150 | 0.405 |
| 23/08/2019 Transfer | 150 | 0.005 | 12300 | 0.410 |
| 06/09/2019 Transfer | 300 | 0.010 | 12600 | 0.420 |
| c) At the End or the Year | | | 12600 | 0.4-20 |
| 11 UOHANI SANJAY SURESHKUMAR | | | | |
| a) At the Beginning of the Year | 10000 | 0.333 | | |
| b) Changes during the year ~ | | | |
| c) At the End of the Year | | | 10000 | 0333 |
| 12 VUAYMALIK | | | | |
| aJ At the Beginning ofthe Year | ll118 | 0.371 | | |
| b) Changes during the year | | | | |
| Date Reason | | | | |
| 17/05/2019 Transfer | 551 | 0.018 | 11669 | 0.389 |
| c) At the End of the Year | | | 11669 | 0.389 |
| TOTAL | 156500 | 5.217 - | 152599 | 5 087 |
(v) Shareholdln of Directors and Ke Mana er/a/ Personnel :
V. INDEBTEDNESS
In d e b t ness o the C o m pany Includ i ng Int erest outsta nding/accrued b ut notdue for p a yment
| depoilts(ln Rs.) | loans (In Rs.) | lln Rsl | lndtbtness (lnRs.) |
| lndeblftess at the btglnnlng of the flnandal year | | | | |
| (i) Principal Amount | 31290023 | | | 31290023 |
| (ii) Interest due bot not paid | . | | | |
| (iii) lntere~t accrued but not due | . | | . | . |
| Total (1+11+111) | 31290023 | . | . | 31290023 |
| Chan1e In tndebtness durtnm1 the flnandal year | | | | |
| . Additlon | | | | |
| . Reduction | 11290023 | - | | 11190023 |
| Net Changes | 11290023 | . | | 11290023 |
| lndebtness at the end of the financial year | | | | |
| (i) Principal Amount | 20000000 | . | | 20000000 |
| (ii) Interest due but not paid | | . | . | . |
| (Iii) Interest accrued but not due | . | . | | |
| Total (i+ii+iil) | 20000000 | | . | 20000000 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to M anoglng Director Whole-time Director and/ar Manager :
| Nam• of M.OJE:xeaJtlvo | |
| | | Total |
| SI No. Particula~ o f Remune~tlon | Asheesh Dabriwal | Janak Bhardwaj | Amount(ln Rs.) |
| 1 Gross salary | | | |
| l•I Salarvas pee provisions oonta_ned jn section 17(1) of tho lr>COme•t•~ Act. 1961 | 6686100 | 3155889 | 9841919 |
| (b) Value of perQulsltes u/s. 17(2) of the Income-tax Act 1961 | . | 1069 | 1069 |
| (c) Profit in lieu of salary under section 17(3) of the lncometax Act 1961 | . | | . |
| 2 Stock Option | | | |
| 3 Sweat Eouity | . | | |
| 4 Commissfon | | | |
| • as% on profit | . | . | - |
| - other specify | | . | |
| s Other please specify | . | | |
| Total (A)_ | 6686100 | 31.S69S8 | 980()58 |
| Ceiling as per t he Companies Act 2013 [being 10'4 of net profit of the Company | | | |
| calcuted U/s198 o f the Companies Act 2013 I.e. PROFIT BEFORE TAX) | | | |
| | | 17716226 |
B. Remuneration to Other Directors : (Amount In Rs}
| SI. No. Partlcula~ of Remuneratlon | An)um Dhandhanla | Name o luddNd eb &asu | f Directors Or.Subuta Haldar | Surajlt~ha | Total Amount |
| 1 Independent Directors | | | | | |
| • Fees for attending board committee meetings | . | 10000 | 10000 | 10000 | 30000 |
| • Commission | . | | . | . | . |
| • Others please specify | | . | . | | . |
| Total (1) | . | 10000 | 10000 | 10000 | 30000 |
| 2 Other Non-Executive Dlrecto~ | | | | | |
| • Fees for attending board committee meetings | 10000 | . | | | 10000 |
| • CommHsion | . | . | | | . |
| • Others please specify | | - | . | . | |
| Total (2) | _10000 | . | | . | 10000 |
| Total Managerial Remuneratlon (B) | 10000 | 10000 | 10000 | 10000 | 40000 |
| Over-all Celling as per t he Companies Act 2013 [being | | | | | |
| 1% of net profit of the Company talwlated U/s.198 of the Companies Act 2013 i.e. PROFIT BEFORE TAXI | | | | | 1771~623 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
C. Remuneration to Key Monagerial Personal other than MO/Monager/ WTD : {Amount in Rs}
| Key Managerial Personnel |
| SI. No. Particulars of Remuneration | C.Omp•ny stttarv SUtuchl Tiwar | Chief flnami•1 Otfkitt Asholl: Kumar Slnoh | Total |
| 1 Gross salary | | | |
| (af Salary•• per prO\/lslcM containod ln ec1<0n 1711) of the lncOn'le-tak A<I. 1961 | 164160 | 28 97310 | 3061.470 |
| (b) Value of perquisites u/s. 17(2) of the Income-tax Act1961 | | | |
| (cl Profit in lieu of salary under section 17(3) of t he Income-tax Act 1961 | - | | |
| 2 Stock Option | - | | |
| 3 Sweat Equity | - | - | - |
| 4 Co"lmisslon | | | |
| • as % on profit | - | - | |
| • other specify | - | - | . |
| s Other please specify | - | . | |
| Total (Cl | 164160 | 2897310 | 3061470 |
VII. PENAL TIES/PUNISHMENT/COMPOUNDING OF OFFENCES :
| Type | Section of th• Companies Act | Brief Oescrlptl on | ~tallsof penalty/Punlshment/Comp oundln11 fees Imposed | Authority [RD/NCLT/C OURl] | Appeal made If any (gl\le details) |
| A COMPANY | | | | | |
| Penalty | | | | | |
| Punishment | | | | | |
| Compounding | | | | | |
| 8 DIRECTORS | | | | | |
| Penalty | | | | | |
| Punishment | | | | | |
| Compounding | | | | | |
| C OTHEll OFACER IN DEFAULT | | | | | |
| Penalty | | . | | | |
| Punis.hmen1 | | | | | |
| Compounding | | | | | |
Place : Kolkata
Dated : 30th day of June 2020
For and on behalf of the Board of Directors ASHEESH DABRIWAL Managing Director &C.E0. (DIN -00044783)
