Annual Report 2019-2020
Board's Report To
The Members of Galaxy Cloud Kitchens Limited
Your Directors take pleasure in presenting the Thirty Eighth Annual Report of GalaxyCloud Kitchens Limited on the business and operations of the Company along with auditedfinancial statements for the financial year ended March 31 2020.
The Company's financial performance for the year ended March 31 2020 is as below:
(Rs. in thousands)
|Particulars ||Year ended 31.03.2020 ||Year ended 31.03.2019 |
|Revenue from operations ||685995.20 ||718675.34 |
|Other Income ||32942.68 ||15845.41 |
|Total Income ||718937.88 ||734520.75 |
|Personnel Cost ||148398.11 ||142360.20 |
|Operating and other expenses ||664674.66 ||766879.91 |
|Total Expenditure ||813072.77 ||909240.11 |
|Profit before Interest Depreciation and Tax ||(94134.89) ||(174719.36) |
|Less: Interest ||24140.79 ||3049.01 |
|Less : Depreciation ||60953.19 ||14053.54 |
|Profit/(Loss) before tax ||(179228.87) ||(191821.91) |
|Less Provision for Tax ||- ||- |
|Profit/(Loss) after Tax ||(179228.87) ||(191821.91) |
Review of performance of the Company
During the year under review Your Company had earned revenue from operations (Gross)of Rs. 685995.20 thousand. The Loss before finance cost depreciation and amortizationwas ofRs. (94134.89) thousands (-13.72% of total revenue) as against (174719.36)thousands (-24.31% of total revenue) in the previous year. The operating Loss after taxreduced to Rs. (179228.87) thousand (-26.13% to revenue) as against Rs. (191821.91)thousands (-26.69% of revenue) in the previous year showing a positive trend. The Companyis targeting to achieve break even in current financial year.
The Company operates Cloud Kitchens in Mumbai Bengaluru Hyderabad and Kolkata. CloudKitchens are mainly engaged in manufacturing of fresh foods ranging from fresh bakerydesserts hot meals cold meals to home meal convenience foods and ready to eat products.Currently the Company does private label for renowned players in retail industry andcaters to QSR Companies having PAN India presence currently Company is operating in B2Bmodel and soon planning go into B2C model also.
The Board of Directors of the Company have not recommended any dividend on equityshares in respect of the financial year 2019-20. Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") with regard to formulation of Dividend Distribution Policy are notapplicable to our Company.
Transfer to Reserve
The Company has not transferred any amount to reserves during the year and hence noinformation as per the provisions of Section 134 (3) (j) of the Companies Act 2013("the Act") has been furnished.
The Authorised Share Capital of the Company as on March 31 2020 was Rs. 500000000/-(Rupees Fifty crore) divided into 50000000 (Five Crore) Equity shares of Rs. 10/-(Rupees Ten) each fully paidup.
The Issued Subscribed and Paidup Share Capital of the Company as on March 31 2020 wasRs. 415226740/- (Rupees Forty One Crore Fifty two lakhs Twenty Six Thousand Sevenhundred and Forty) divided into 41522674 (Four Crore Fifteen lakhs Twenty Two ThousandSix hundred and Seventy Four) equity shares of Rs. 10/- (Rupees Ten) each fully paidup.
Conversion of Compulsorily Convertible Debentures (CCDs) into Equity shares:
1. The Company had made allotment of 988744 CCDs having face value of Rs. 100/- eachon January 2 2018 on preferential basis to promoter group Company which shall beconverted into equity shares within the period of 18 months in one or more tranches. TheCommittee of Directors at their meeting held on July 1 2019 had issued and allotted2555071 Equity shares of Rs. 10/- each pursuant to conversion of outstanding 536565CCDs out of 988744 CCDs at a conversion price of Rs. 21/- each fully paid.
2. Board of Directors at their meeting held on February 12 2020 has made allotment of385000 equity shares of Rs. 10/- at a premium of Rs. 20/- each pursuant to conversion385000 CCDs out of 3800000 CCDs.
The Company has robust internal control systems and procedures commensurate with itsnature of business which meets the following objectives: providing assurance regarding theeffectiveness and efficiency of operations;
efficient use and safeguarding of resources; compliance with policies proceduresapplicable laws and regulations; and transactions being accurately recorded and promptlyreported.
The Company continues to have periodical audits conducted of all its functions andactivities to ensure that systems and procedures are followed across all areas.
The Audit Committee of Board of Directors of the Company regularly reviews the adequacyof internal control systems through such audits. The Internal Auditor reports directly tothe Audit Committee.
The Company also has a budgetary control system to monitor expenditure against approvedbudgets on an ongoing basis.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.
During the year under review no material or serious observation has been received fromthe Statutory Auditors and the Internal Auditors of the Company on the inefficiency orinadequacy of such controls.
The Board of Directors of the Company has formulated a Risk Management Policy whichaims at minimizing the risk and enhancing the value and reviews the elements of risks withregard to the business. The risk management approach is based on a clear understanding ofthe variety of risks that the organization faces disciplined risk monitoring andmeasurement and continuous risk assessment and mitigation measures.
Cash Flow Statement
In conformity with the provisions of Regulation 34 of Listing Regulations Cash FlowStatement for the year ended March 31 2020 has been provided in the Annual Report andwhich forms part of this report.
Subsidiaries and Associates
The Company is not a holding Company in terms of Section 2 (46) of the Act. There areno subsidiary associate or joint venture Companies within the meaning of Section 2(6) ofthe Act. Hence Form AOC-1 pursuant to provisions of Section 129(3) of the Act is notprovided in this report.
Particulars of Employees and other additional information
The ratio of the remuneration of each Key Managerial Personal (KMP) to the median ofemployee's remuneration as per section 197 of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 forms part of theBoard's Report under (Annexure A').
None of the employees are drawing remuneration as per the ceiling stipulated in termsof Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
Extract of Annual Return
In terms of provisions of Section 92 and 134(3)(a) of the Act an extract of the AnnualReturn for the financial year ended March 31 2020 is annexed in this report as(Annexure B') and a copy of the same is also placed at the website of the Companyand shall be available at www.galaxycloudkitchens.in.
The Company recognizes and embraces the importance of a diverse board in success. Webelieve that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experiences cultural and geographical backgroundage ethnicity race and gender which will help us to retain our competitive advantage.The Board has adopted the Board Diversity Policy which sets out the approach to diversity.The Board Diversity Policy is available on our website www.galaxycloudkitchens.in.
Additional details on Board diversity are available in the Corporate Governance reportthat forms part of this Annual Report.
Particulars of Contracts and arrangements made with related parties
All Related Party Transactions that were entered into during the financial year were onarm's length and of business. All Related Party Transactions were placed before the AuditCommittee of the Board of Directors for their approval. The Audit Committee has grantedomnibus approval for Related Party Transactions as per the provisions and restrictionscontained in the Listing Regulations.
Pursuant to Regulation 23 of the Listing Regulations all related party transactionswere placed before the Audit Committee on a quarterly basis specifying the nature valueand terms & conditions of the transactions for their review and approval.
The information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form No.AOC-2 as (Annexure C')which forms part of this report.
The related party disclosures as specified in Para A of Schedule V read with Regulation34(3) of the Listing Regulations are given in the Financial Statements.
Secretarial Auditor and Secretarial Audit Report
Pursuant to Section 179 and 204 of the Act and rules made thereunder M/s. Nidhi Bajaj& Associates Practising Company Secretary (Membership No. 28907/Certificate ofPractice No. 14596) was appointed as a Secretarial Auditor to conduct the secretarialaudit of the Company for the financialyear 2019-20. The Secretarial Audit Report for thefinancial year 2019-20 is appended as (Annexure D') which forms part of this Report.The said Secretarial Auditors Report does not contain any qualifications reservations oradverse remarks.
Cost records and Cost audit
Maintenance of cost records and requirements of cost audit as prescribed under Section148(1) of the Act are not applicable for the business activities carried out by theCompany.
Our corporate governance practices are reflection of our value system encompassing ourculture policies and relationships with our stakeholders. Integrity and transparency arekey to our corporate governance practices to ensure that we gain and retain the trust ofour stakeholders at all times.
As per Regulation 34 (3) read with Schedule V of the Listing Regulations the auditor'scertificate on corporate governance is enclosed as (Annexure E') to the Board'sreport.Theauditor'scertificatefor financial year 2019-20 does not contain anyqualification reservation or adverse remark.
Management Discussion & Analysis
In terms of the provisions of Regulation 34 of Listing Regulations the ManagementDiscussion and Analysis for the year ended March 31 2020 is set out in this AnnualReport.
Disclosures related to Board Committees Policies and number of Board meetingsMeetings
The Board of Directors met four (4) times during the financial year in accordance withthe provisions of the Act and rules made there under. All the Directors activelyparticipated in the meetings and provided their valuable inputs on the matters broughtbefore the Board of Directors from time to time.
On February 12 2020 the Independent Directors held a separate meeting in compliancewith the requirements of Schedule IV of the Act and the provisions of Listing Regulations.
As on March 31 2020 the Board had three committees: the Audit committee NominationRemuneration and Remuneration Committee and the stakeholders Relationship committee. Themeeting details are provided in the Corporate Governance Report that forms part of thisAnnual Report. The maximum interval between any two meetings did not exceed 120 days asprescribed in Act. Details of Committees of the Company along with their terms ofreference composition and meetings held during the year are provided in the CorporateGovernance Report which forms part of this Annual Report.
Directors and Key Managerial Personnel Directors
The Board had judicious combination of Executive Non-Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As of March 31 2020 the Board of Directors of the Companyconsists of Mr. Arvind Agrawal Managing Director Mr. Rajesh Mittal Ms. UditaJhunjhunwala and Mr. Sharad Rustagi Independent Directors Mr. Sunil Biyani and Mr.Swapnil Kothari Non-Executive Directors.
Ms. Udita Jhunjhunwala was re-appointed as an Independent Director at theThirty-Seventh Annual General Meeting (AGM') held on September 16 2019 for a periodof three consecutive year's w.e.f. September 18 2019 up to September 17 2022.
Mr. Sunil Biyani retires by rotation and being eligible offers himself forre-appointment. A resolution seeking shareholders' approval for his re-appointment formspart of the Notice.
During the year under review Mr. Rajesh Mittal was appointed as an Additional Directoron August 12 2019 and designated as an Independent Director of the Company subject tothe approval of the members at their meeting on September 16 2019 and Mr. RajneeshAgarwal ceased to be the Director w.e.f. September 17 2019 upon completion of his term asan Independent Director.
The Composition terms of reference powers and roles of Audit Committee of the Companyare disclosed in the Corporate Governance Report which forms part of this Annual Report.There were no instances where the Board did not accept the recommendations of the AuditCommittee.
Nomination Remuneration and Compensation Committee
A Nomination Remuneration and Compensation Committee is in existence in accordancewith the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section onCorporate Governance which is forming part of this report under head NominationRemuneration and Compensation Committee for matters relating to constitution meetingsfunctions of the Committee and the remuneration policy formulated by this Committee.
Policy on Director's Appointment and Remuneration
The current policy is to have an appropriate mix of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate its functionof governance and management. The policy of the Company on Director's appointment andremuneration including the criteria for determining qualifications positive attributesindependence of a Director and other matters as required under sub-section (3) of Section178 of the Act is available on our website at www.galaxycloudkitchens.in
Declaration by Independent Directors
The Company has received necessary declaration from each Independent Directors thathe/she meets the criteria of independence laid down in Section 149(6) of the Act alongwith Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations. There hasbeen no change in the circumstances affecting their status as Independent Directors of theCompany.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of criteria such as the composition of committees effectiveness of committeemeetings etc.
In a separate meeting of independent Directors performance of non-independentdirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive Directors and non-executive Directors. The Directorsexpressed their satisfaction with the evaluation process.
The Board and the Nomination Remuneration and Compensation Committee reviewed theperformance of individual Directors on the basis of criteria such as the contribution ofthe individual Director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.
At the board meeting that followed the meeting of the Independent Directors and meetingof Nomination Remuneration and Compensation Committee the performance of the Board itsCommittees and individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the independent Directorbeing evaluated.
Moreover further detail regarding skill expertise and competencies of Directors aredisclosed in the Corporate Governance Report which forms part of this Annual Report.
Director's Responsibility statement
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:
i. in preparation of the annual accounts for the financial year the applicableaccounting standards have been followed and there are no material departures whereverapplicable;
ii. such accounting policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2020 and of the loss of the Companyfor the year ended on that date
iii. proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and operating effectively;
vi. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.
Listing on Stock Exchanges
The Company's shares are listed on BSE Limited.
Auditors and Auditors' Report
At the thirty seventh AGM held on September 16 2019 the Members approvedre-appointment of S A R A & Associates Chartered Accountants (Registration No.120927W) as Statutory Auditors of the Company to hold office for a period of five yearsfrom the conclusion of that AGM till the conclusion of the forty second AGM of theCompany.
The Auditors' Report on the financial statements for the financial year ended March 312020 does not contain any qualification observation emphasis of matter of adverse remarkand doesn't contain any instances of fraud as mentioned under Section 143 of the Act. TheAuditors' Report is enclosed with the financial statements as a part of this AnnualReport.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to Company.
Disclosure relating to equity shares with differential rights
The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.
Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme
The Company has not issued or granted any Employee Stock Option Scheme and EmployeeStock Purchase Scheme during the year under review and hence no information as perprovisions of Rule 12 of the Companies (Share Capital and Debenture) Rules 2014 has beenfurnished.
Disclosure relating to sweat equity shares
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 has been furnished.
Disclosures in respect of voting rights not directly exercised by employees
There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies
(Share Capital and Debentures) Rules 2014 has been furnished.
Disclosure of Orders passed by Regulators or Courts or Tribunal
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.
Energy Technology Absorption and Foreign Exchange
Information required under Section 134 (3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings and outgo are enclosed as (Annexure F') tothe Board's report.
Declaration by Managing Director
As per Regulation 34(3) read with Schedule V of the Listing Regulations declarationstating that the members of board of Directors and senior management personnel haveaffirmed compliance with the code of conduct of board of Directors and senior managementis enclosed as (Annexure G').
Deposits from Public
During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified asDeposits' in terms of Section 73 of the Act read with the Companies (Acceptance ofDeposit)
Rules 2014 and hence the requirement for furnishing of details of deposits which arenot in compliance with the Chapter V of the Act is not applicable.
Disclosures under Section 134(3)(l) of the Act
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
Particulars of Loans Guarantees or Investments under section 186 of the Act
Details of loans Guarantees and Investments covered under the provisions of Section186 of the Act form part of the Notes to the Financial Statements provided in this AnnualReport.
Prevention of Sexual Harassment Policy
The Company has in place a prevention of Sexual Harassment Policy in line with therequirements of the sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. We follow a gender-neutral approach in handling complaints ofsexual harassment and we are compliant with law of the Land. We have also constituted aninternal Committee to consider and address sexual harassment complaints in accordance withthe Sexual Harassment of Women at Workplace (prevention prohibition and Redressal) Act2013. All employees (Permanent contractual temporary and trainees) are covered underthis policy.
During the year 2019-20 no complaints were received by the Company related to sexualharassment.
The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in confirmation with Section 177(9) of the Act andRegulation 22 of Listing Regulations to report concerns about unethical behaviour.
The details of the policy have been disclosed in the Corporate Governance Report whichis a part of this report and is also available on www.galaxycloudkitchens.in.
Detection of Fraud
During the year under review No Fraud has been reported by the auditor's viz.statutory and secretarial auditors to the Audit Committee or the Board in terms of Section143(12) of the Act.
The Directors thank the Company's employees customers vendors investors and academicpartners for their continuous support. The Directors also thank the Government of IndiaGovernments of various states in India Governments of various countries and concernedGovernment departments and agencies for their co-operation.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
EXTRACT OF ANNUAL RETURN
as on the financial year ended March 31 2020
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]
FORM NO. MGT 9
I. Registration and other details
|CIN ||L15100MH1981PLC024988 |
|Registration Date ||13/08/1981 |
|Name of the Company ||Galaxy Cloud Kitchens Limited |
|Category / Sub-Category of the Company ||Company having Share Capital |
|Address of the Registered Office and contact details. ||Eyelet House M.S. Patel Compound Opp. Shah Industrial Estate Saki-Vihar Andheri (East) Mumbai - 400072. Tel. No: 022-2803 9405. |
|Whether Listed Company ||Yes |
|Name address and contact details of ||TSR DARASHAW CONSULTANTS PRIVATE LIMITED |
| ||(formerly known as TSR Darashaw Limited) |
|Registrar and Transfer Agent if any ||6-10 Haji Moosa Patrawala Industrial Estate 20 |
| ||Dr. E. Moses Road Mahalaxmi Mumbai - 400 011. |
| ||Tel No.: 022-66568484 Email Id: email@example.com |
II. Principal Activities of the Company
All the Business Activities contributing 10% or more of the total turnover of theCompany shall be stated:
|Name and Description of main Products / Services ||NIC Code of the Product / Service ||% to total turnover of the Company |
|Food & Beverages ||107 ||99.86 |
III. Particulars of Holding Subsidiary and Associate Companies
|Name and address of the Company ||Corporate Identify Number ||Holding / Subsidiary / Associate ||% of Shares Held ||Applicable Section |
|NIL ||NIL ||NIL ||NIL ||NIL |
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Shareholding -
| || |
No. of Shares held at the beginning of the year
No. of Shares held at the end of the year
|Category of Shareholders ||Demat ||Physical ||% of Total Shares ||Total ||Demat ||Physical ||% of Total Shares ||Total ||% Change during the year |
|A. Promoters || || || || || || || || || |
|1) Indian || || || || || || || || || |
|a) Individual / HUF ||50000 ||- ||50000 ||0.13 ||50000 ||- ||50000 ||0.12 ||-0.01 |
|b) Central Govt. ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|c) State Govt(s) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|d) Bodies Corporate ||15553886 || |
|15553886 ||40.31 ||15553886 || |
|15553886 ||44.54 ||4.23 |
|e) Banks / FI ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|f) Any Other ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Sub Total (A)(1) ||15603886 ||- ||15603886 ||40.44 ||18543957 ||- ||18543957 ||44.66 ||4.22 |
|2) Foreign || || || || || || || || || |
|a) NRI's- Individuals ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|b) Other Individuals ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|c) Bodies Corporate ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|d) Banks / FI ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|e) Any Other ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Sub Total (A)(2) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Total Shareholding of Promoters (A) = (A)(1)+(A) (2) || |
|- ||15603886 ||40.44 || |
|- ||18543957 ||44.66 ||4.22 |
|B. Public Shareholding || || || || || || || || || |
|1) Institutions || || || || || || || || || |
|a) Mutual Funds / UTI ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|b) Banks / FI ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|c) Central Govt. ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|d) State Govt(s) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|e) Venture Capital Funds ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|f) Insurance Companies ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|g) FII's ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|h) Foreign Venture ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Capital Funds || || || || || || || || || |
|i) Others (specify) || || || || || || || || || |
|Foreign Portfolio Investors ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Sub-Total (B) (1) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|2) Non - Institutions || || || || || || || || || |
|a) Bodies Corporate ||17573431 ||100 ||17573531 ||45.55 ||17586037 ||100 ||17586137 ||42.35 ||3.20 |
|i. Indian || || || || || || || || ||- |
|ii. Overseas ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|b) Individuals || || || || || || || || || |
|i. Individual || || || || || || || || || |
|Shareholders holding nominal share capital upto Rs. 1 lakh ||1203886 ||42191 ||1246077 ||3.23 ||1421181 ||42191 ||1463372 ||3.52 ||0.29 |
|ii. Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh ||3797720 ||18000 ||3815720 ||9.89 ||3631314 ||18000 ||3649314 ||8.79 ||-1.10 |
|c) Others (specify) || || || || || || || || || |
|i. Non-Resident Indian (Repat) ||19621 ||- ||19621 ||0.06 ||19421 ||- ||19421 ||0.05 ||-0.01 |
|ii. Non-Resident Indian (Non-Repat) ||65813 ||- ||65813 ||0.17 ||74002 ||- ||74002 ||0.18 ||0.01 |
|iii. Clearing Member ||28657 ||- ||28657 ||0.07 ||5852 ||- ||5852 ||0.01 ||-0.06 |
|iv. Directors & Relative ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|v. Trusts ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|vi. Hindu Undivided Family ||229298 ||- ||229298 ||0.59 ||180619 ||- ||180619 ||0.44 ||-0.15 |
|Sub-Total (B) (2) || |
|60291 ||22978717 ||59.56 || |
|60291 ||22978717 ||55.34 ||-4.22 |
|Total Public Shareholding (B)=(B)(1)+(B)(2) ||22918426 ||60291 ||22978717 ||59.56 ||22918426 ||60291 ||22978717 ||55.34 ||-4.22 |
|C. Shares held by Custodian for GDRs & ADRs ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Grant Total (A+B+C) || |
|60291 ||38582603 ||100.00 || |
|60291 ||41522674 ||100.00 ||0.00 |
Note: During the F.Y. 2019-20 the Company had issued and allotted: a. 2555071Equity shares of Rs. 10/- each fully paidup pursuant to conversion of outstanding 536565Compulsorily Convertible Debentures (CCDs) out of 988744 CCDs at a conversion price ofRs. 21/- each fullypaid by Committee of Directors at their meeting held on July 1 2019.b. 385000 Equity shares of Rs. 10/- each fully paidup at a premium of Rs. 20/- eachpursuant to conversion of 385000 CCDs out of 3800000 CCDs by Board of Director attheir meeting held on February 12. 2020. ii. Shareholding of the Promoters
|Name of Shareholder ||Shareholding at the beginning of the year || |
Shareholding at the end of the year
| ||Number of Shares ||% of Total Shares of the Company ||% of Shares Pledged / encumbered to total shares ||Number of Shares ||% of Total Shares of the Company ||% of Shares Pledged / Encumbered to total shares ||% of change in Shareholding during the year |
|Future Enterprises Limited(#) ||4937935 ||12.80 ||Nil ||6122935 ||14.75 ||Nil ||1.95 |
|Central Departmental Stores Private Limited (#) ||6434723 ||16.68 ||Nil ||8189794 ||19.72 ||Nil ||3.04 |
|Bellona Hospitality Services Limited ||3686491 ||9.55 ||Nil ||3686491 ||8.88 ||Nil ||-0.67 |
|Ashbee Investments & Finance Private Limited ||350000 ||0.91 ||Nil ||350000 ||0.84 ||Nil ||-0.07 |
|Senior Advisory Services Private Limited ||97237 ||0.25 ||Nil ||97237 ||0.23 ||Nil ||-0.02 |
|Atul Ashok Ruia ||50000 ||0.13 ||Nil ||50000 ||0.12 ||Nil ||-0.01 |
|Ashok Apparels Private Limited ||47500 ||0.12 ||Nil ||47500 ||0.11 ||Nil ||-0.01 |
|Total ||15603886 ||40.44 ||Nil ||18543957 ||44.66 ||Nil ||4.22 |
(#) (a) conversion of outstanding 536565 Compulsorily Convertible Debentures (CCDs)out of 988744 CCDs into 2555071 Equity shares of Rs. 10/- each fully paidup at aconversion price of Rs. 21/- each by Committee of Directors at their meeting held on July01 2019.
(b) Conversion of 385000 CCDs out of 3800000 CCDs into 385000 equity shares ofRs. 10/- each at a premium of Rs. 20/- each by Board of Directors at their meeting held onFebruary 12 2020.
iii. Changes in Promoters Shareholding (Please specify if there is no change)
|Shareholders Name || |
Shareholding at the beginning of the year 01.04.2019
|Date ||Increase/ Decrease in shareholding ||Reason || |
Shareholding at the end of the year 31.03.2020
| ||No. of shares ||% of total shares of the Company || || || ||No. of shares ||% of total shares of the Company |
|1. Future Enterprise Limited ||4937935 ||12.80 || |
|1.95 || |
|6122935 ||14.75 |
|2. Central Departmental Stores Private Limited ||6434723 ||16.68 || |
|3.04 || |
|8189794 ||19.72 |
|3. Bellona Hospitality Services Limited ||3686491 ||9.55 || |
|-0.67 || |
|3686491 ||8.88 |
|4. Ashbee Investments & Finance Private Limited ||350000 ||0.91 || |
|-0.07 || |
|350000 ||0.84 |
|5. Senior Advisory Services Private Limited ||97237 ||0.25 || |
|-0.02 || |
|97237 ||0.23 |
|6. Atul Ashok Ruia ||50000 ||0.13 || |
|-0.01 || |
|50000 ||0.12 |
|7. Ashok Apparels Private Limited ||47500 ||0.12 || |
|-0.01 || |
|47500 ||0.11 |
|Total ||15603886 ||40.44 || ||4.22 || ||18543957 ||44.66 |
Note 1. Dilution of % of shareholding pursuant to: a. conversion of outstanding536565 Compulsorily Convertible Debentures (CCDs) out of 988744 CCDs into 2555071Equity shares of Rs. 10/- each fully paidup at a conversion price of Rs. 21/- each byCommittee of Directors at their meeting held on July 01 2019. b. conversion of 385000CCDs out of 3800000 CCDs into 385000 equity shares of Rs. 10/- each fully paidup at apremium of Rs. 20/- each by Board of Directors at their meeting held on February 12 2020.
iv. Shareholding Pattern of Top Ten Shareholders (Other than DirectorsPromoters and Holders of GDRs and ADRs)
| || |
Shareholding at the beginning of the year
Shareholding at the end of the year
|For each of the Top 10 Shareholders ||No. of Shares ||% of Total Shares of the Company ||No. of Shares ||% of Total Shares of the Company |
|1. Habitat Apartments Private Limited ||5600000 ||14.51 ||5600000 ||13.49 |
|2. Abacus Realty Logistics Private Limited ||4900000 ||12.70 ||4900000 ||11.80 |
|3. Darshita Landed Property LLP ||3333924 ||8.64 ||3333924 ||8.03 |
|4. Eclipse Trades Private Limited ||1029432 ||2.67 ||1029432 ||2.48 |
|5. Vikas Khushal Pincha ||1015011 ||2.63 ||1015011 ||2.44 |
|6. Merlin Enclaves Private Limited ||895626 ||2.32 ||895626 ||2.16 |
|7. Coppola Holdings Private Limited ||702926 ||1.82 ||702926 ||1.69 |
|8. Sanjay Dhanuka ||700000 ||1.81 ||700000 ||1.69 |
|9. Ashwarya Vikas Pincha ||491005 ||1.27 ||491005 ||1.18 |
|10. Osian Townships And Resorts Private Limited ||491005 ||1.27 ||491005 ||1.18 |
v. Shareholding of Directors and Key Managerial Personnel:
Each of the Directors and KMP
Shareholding at the beginning of the year.
|Cumulative Shareholding during the year |
| ||No. of Shares ||% of Total Shares of the Company ||No. of Shares ||% of Total Shares of the Company |
|At the beginning of the year ||- ||- ||- ||- |
|Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/sweat equity etc): ||- ||- ||- ||- |
|At the end of the year ||- ||- ||- ||- |
(Rs. In thousands)
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
| ||Secured Loans excluding Deposits ||Unsecured Loans ||Deposits ||Total Indebtedness |
|Indebtedness at the beginning of the financial year || || || || |
|i. Principal Amount ||21728.63 ||11279.07 ||- ||33007.70 |
|ii. Interest due but not paid ||- ||- ||- ||- |
|iii. Interest accrued but not due ||- ||- ||- ||- |
|Total (i + ii + iii) ||21728.63 ||11279.07 ||- ||33007.70 |
|Change in Indebtedness during the financial year || || || || |
|i. Addition ||- ||- ||- ||- |
|ii. Reduction ||21728.63 ||- ||- ||21728.63 |
|Net Change ||(21728.63) ||- ||- ||(21728.63) |
|Indebtedness at the end of the financial year || || || || |
|i. Principal Amount ||- ||11279.07 ||- ||11279.07 |
|ii. Interest due but not paid ||- ||- ||- ||- |
|iii. Interest accrued but not due ||- ||- ||- ||- |
|Total (i + ii + iii) ||- ||11279.07 ||- ||11279.07 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager: (Rs. InLakhs)
|S. No Particulars of Remuneration ||Mr. Arvind Agrawal |
|1) Gross Salary || |
|a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961 ||97.93 |
|b) Value of perquisites under Section 17(2) Income Tax Act 1961 ||0.74 |
|c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 ||- |
|2) Stock Options ||- |
|3) Sweat Equity ||- |
|4) Commission || |
|- as % of profit ||- |
|- as others specify ||- |
|5) Others Please specify ||- |
|Total A ||98.67 |
B. Remuneration to other Directors: (Amt in Rs.)
|S. No Particulars of Remuneration ||Fee for attending board / committee Meetings ||Commission ||Others please specify ||Total Amount |
|1. Independent Directors || || || || |
|1. Mr. Rajneesh Agarwal ||110000 || || ||110000 |
|2. Ms. Udita Jhunjhunwala ||135000 ||- ||- ||135000 |
|3. Mr. Sharad Rustagi ||210000 || || ||210000 |
|4. Mr. Rajesh Mittal ||120000 || || ||120000 |
|Total (1) ||575000 ||- ||- ||575000 |
|2. Other Non- Executive Directors || || || || |
|1. Mr. Sunil Biyani ||50000 ||- ||- ||50000 |
|2. Mr. Swapnil Kothari ||220000 || || ||220000 |
|Total (2) ||270000 ||- ||- ||270000 |
|Total (B) = (1+2) ||845000 ||- ||- ||845000 |
|Total Managerial Remuneration || || || || |
|Overall Ceiling as per the Act ||Sitting fees is paid within the limit specified under the Companies Act 2013. |
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Rs. inlakhs)
|Sr. No. Particulars of Remuneration || |
Key Managerial Personnel
| ||Mr. Atul Joshi ||Ms. Suchita Rajput |
|1. Gross salary ||22.28 ||4.86 |
|a. Salary as per provisions contained in Section 17(1) of the Income- tax Act 1961 ||- ||- |
|b. Value of perquisites u/s 17(2) of the Income-tax Act 1961 ||1.39 ||- |
|c. Profits in lieu of salary under Section 17(3) of the Income-tax Act 1961 ||- ||- |
|2. Stock Option ||- ||- |
|3. Sweat Equity ||- ||- |
|4. Commission as % of profit ||- ||- |
|5. Others Allowances ||- ||- |
|Total ||23.67 ||4.86 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
There were no penalties punishment or compounding of offences during the year endedMarch 31 2020.