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Inflame Appliances Ltd.

BSE: 541083 Sector: Consumer
NSE: N.A. ISIN Code: INE464Z01017
BSE 00:00 | 05 Aug 239.90 -4.10
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NSE 05:30 | 01 Jan Inflame Appliances Ltd
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OPEN 244.00
CLOSE 244.00
VOLUME 6000
52-Week high 298.40
52-Week low 68.25
P/E
Mkt Cap.(Rs cr) 144
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inflame Appliances Ltd. (INFLAMEAPPLIAN) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the Standalone Audited Financial Statementsfor the Financial Year ended on March 31 2020.

FINANCIAL RESULTS:

The Company's financial performance for the year ended on March 31 2020 is summarizedbelow:

(in )

Amount
PARTICULARS YEAR ENDED 31.03.2020 YEAR ENDED 31.03.2019
I. Net Sales/Income from Operations 153856127 551104756
II. Other Income 8930439 9417167
III. Total Revenue (I+II) 162786566.00 560521923.00
IV. Earnings Before Interest Taxes Depreciation and Amortization Expense -31437678.00 43201232.00
V. Finance Cost 6353555 2672904
VI. Depreciation and Amortization Expense 19758186 12036787
VII. Profit Before Tax (IV-V-VI) -57549419 28491541
VIII. Tax Expense:
i Current Tax Expense 5942000
ii Differred 14993336 1434942
iii MAT 0 -271089
iv Short and excess provision of tax relating to earlier year 8394 768892
IX. Profit After Tax (VII-VIII) -42564477 20616795

COMPANY'S PERFORMANCE:

STANDALONE FINANCIAL RESULTS:

The Total Income from Operations (net) of the Company for the year under review is153856127 as compared to 551104756 in the previous year. Loss for the year stood at(42564477) as compared to Profit after tax of 20616795 in the previous year.Loss in FY2019-20 was due to decrease in sales and increase in expenses

DIVIDEND:

For the Financial Year 2019-20 due to losses the Board of Directors regretrecommending dividend to shareholders.

TRANSFER TO RESERVES:

Due to Losses in the FY 2019-20 Company has not transferred any amount in Reserve andSurplus.

CHANGE IN NATURE OF BUSINESS:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

CHANGE IN THE REGISTERED OFFICE:

During the year under review there was no change in the registered office of theCompany.

SHARE CAPITAL:

During the year under review there was no change in capital and capital stood asfollows:

AUTHORIZED CAPITAL:

60000000- (Rupees Six Crores Only) divided into 6000000 Equity Shares of 10/- each.

ISSUED SUBSCRIBED & PAID-UP CAPITAL:

The present paid-up issued and subscribed capital of the Company is 60000000-(Rupees Six Crores Only) divided into 6000000 Equity Shares of 10/- each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report the Board comprises of following Directors;

No. of Committee1

No. of
Name of Director Category Cum Designation Date of Original Appointment Date of Appointment at current Term & designation Total Directorship2 in which Director is Member in which Director is Chairman Shares held as on March 31 2020
Mr. Aditya Kaushik Chairman and Managing Director November 11 2017 January 5 2018 1 2 0 3668400 Equity Shares
Mr. Ashwani Kumar Goel Additional Whole Time Director December 12 2019 March 14 2020 1 0 0 Nil
Mr. Naveen Kumar Additional Whole Time Director March 14 2020 March 14 2020 1 0 0 Nil
Mr. Akshay Kumar Vats Non Executive Independent Director January 05 2018 January 05 2018 1 2 1 Nil
Ms. Smita Bhandari Non Executive Independent Director August 28 2018 September 28 2018 1 2 1 Nil

1 Committee includes Audit Committee and Stakeholder's Relationship Committeeacross all Public Companies.

2 Excluding LLPs Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations. None of the Directors of Board is a member of more than tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company.Neither any of the Director of the Company is holding position as Director in more than 8listed entities nor any of the Director of the Company serve as an Independent Director inmore than 7 listed entities.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened as and when require to discuss and decide on various businesspolicies strategies and other businesses. The Board meetings are generally held at theregistered office of the Company. During the year under review Board of Directors of theCompany met 8 times on May 29 2019 June 03 2019 July 4 2019 August 21 2019 October30 2019 November 14 2019 December 12 2019 and March 14 2020. Pursuant to Section 173of the Companies Act 2013 the time gap between the two consecutive Board Meetings wasnot be more than 120 days.

The details of attendance of each Director at the Board Meeting and Annual GeneralMeeting are given below:

Name of Director Mr. Aditya Kaushik Mr. Dinesh Kaushik Mrs. Anita Kaushik Mr. Udit Chandiok Mr. Akshay Kumar Vats Ms. Smita Bhandari Mr. Ashwani Kumar Goel Mr. Naveen Kumar
Number of Board Meeting held 8 8 8 8 8 8 8 8
Number of Board Meetings Eligible to attend 8 8 7 3 8 8 1 NA**
Number of Board Meeting attended 8 8 7 3 8 8 1 NA**
Presence at the previous AGM of F.Y. 2018- 2019 Yes Yes Yes No No Yes NA* NA**

* Mr. Ashwani Kumar Goel was appointed as an Additional Independent Director of theCompany in Board Meeting held on December 12 2019. ** Since Mr. Naveen Kumar wereappointed on March 14 2020 the details with respect to attendance of Board Meeting andAnnual General Meeting are not applicable to him.

GENERAL MEETINGS:

During the year under review only 1 shareholder meeting held as Annual General Meetingon June 29 2019.

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the act that they meet the criteria of independence laid down inSection 149 (6) of the Act.

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with the provisions of Section 152 and other applicable provisions if anyof the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereoffor the time being in force) Mr. Aditya Kaushik (Chairman and Managing Director) is liableto retire by rotation at the ensuing Annual General Meeting and being eligible haveoffered himself for re-appointment. During the year under review Mr. Udit ChandiokIndependent Director resigned w.e.f July 31 2019. Thenafter Mrs. Anita KaushikWhole-Time Director resigned w.e.f December 12 2019 and Mr. Dinesh Kaushik Whole-TimeDirector resigned w.e.f March 14 2020 due to personal reasons. Further During the yearunder review Mr. Ashwani Kumar Goel was appointed as Additional Non-Executive IndependentDirector w.e.f December 12 2019 who was further re-designated as whole time director(subject to approval of shareholder in the ensuing Annual General Meeting) by the board ofdirectors in their meeting held on March 14 2020 and Mr. Naveen Kumar was appointed asAdditional Whole Time Director (subject to approval of shareholder in the ensuing AnnualGeneral Meeting) w.e.f March 14 2020.

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act 2013 at the beginning of the FY 2019-20the Company had Mr. Aditya Kaushik as Chairman and Managing Director Mr. Dinesh Kaushikas Whole-Time Director Mrs. Anita Kaushik as Whole Time Director Mr. Amit Kaushik as CEOand CFO and Mr. Abhimanyu Singh as Company Secretary and Compliance Officer of the Companyas Key Managerial Personnel. Thenafter during the FY 2019-20 Mr. Abhimanyu Singh resignedfrom the post of Company Secretary and Compliance Officer of the Company w.e.f May 092019 Mrs. Anita Kaushik Whole-Time Director resigned w.e.f December 12 2019 and Mr.Dinesh Kaushik Whole-Time Director resigned w.e.f March 14 2020 due to personal reasons.Further the Company appointed Mr. Ravinder Kumar Singhal as a Chief Financial Officer ofthe Company w.e.f October 30 2019. Moreever after the end of FY 2019-20 Mr. RavinderKumar Singhal resigned w.e.f July 29 2020 and Ms. Zalak Shah was appointed as CompanySecretary and Compliance Officer w.e.f July 29 2020.

BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overallsuccess. We believe that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender that will help us retain our competitiveadvantage.

Pursuant to provisions of Companies Act 2013 and Rules made there under SEBI ListingRegulations and Guidance Note on Board Evaluation issued by Securities and Exchange Boardof India on January 05 2017 The Board of Directors has carried out an annual evaluationof its own performance performance of Individual Directors Board Committee including theChairman of the Board on the basis of composition and structure attendance contributioneffectiveness of process information functions and various criteria as recommended byNomination and Remuneration Committee. The evaluation of the working of the Board itscommittees experience and expertise performance of specific duties and obligations etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.

The performance of each of the Non-Independent Directors (including the Chairman) werealso evaluated by the Independent Directors at the separate meeting held between theIndependent Directors of the Company on March 14 2020.

PERFORMANCE 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 Act. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the 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 the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee reviewedthe performance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee Meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspects ofhis role.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31 2020 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors have selected such accounting policies and applied them consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the Financial Year andof the profit or loss of the Company for that year;

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

d) The Directors have prepared the Annual Accounts for the year ended March 31 2020 ongoing concern basis;

e) The Directors have laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

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

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder:

A. Audit Committee: -

The Board of Directors in their meeting held on January 20 2018 had formed AuditCommittee in line with the provisions of Section 177 of the Companies Act 2013. The termsof reference of the Committee is available on the website of the Company atwww.inflameindia.com. During the year under review the Audit Committee met 2 (Two) timesduring the Financial Year 2019-20 on May 29 2019 and November 14 2019. The compositionof the Committee and the details of meetings attended by its members are given below:

Number of meetings during the Financial Year 2019- 20

Name of the Directors Category Designation Held Eligible attend to Attended
Mr. Akshay Kumar Vats Non-Executive Independent Director Chairperson 2 2 2
Mr. Udit Chandiok Non-Executive Independent Director Member 2 1 1
Mr. Aditya Kaushik Chairman and Managing Director Member 2 2 2
Ms. Smita Bhandari Non-Executive Independent Director Member 2 1 1

As Mr. Udit Chandiok resigned from the post of Independent Director of the Companyw.e.f from July 31 2019 the Audit Committee was reconstituted on October 30 2019. Ms.Smita Bhandari was added as member of committee w.e.f October 30 2019. The StatutoryAuditors of the Company are invited in the meeting of the Committee wherever requires.Further the Company Secretary of the Company is acting as Company Secretary to the AuditCommittee. Recommendations of Audit Committee wherever/whenever given have been acceptedby the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.inflameindia.com.

B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Board of Directors in their meeting held on January 20 2019 has formedStakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' /Investors' Grievances if any like Transfer / Transmission / Demat of Shares; Loss of ShareCertificates; Non-receipt of Annual Report; Dividend Warrants; etc. The StakeholdersRelationship Committee shall report to the Board on a quarterly basis regarding the statusof redressal of complaints received from the shareholders of the Company. The terms ofreference of the Committee is available on the website of the Company atwww.inflameindia.com. During the year under review Stakeholder's Relationship Committeemet Four (Four) times viz on May 29 2019 October 30 2019 December 12 2019 and March14 2020.The composition of the Committee and the details of meetings attended by itsmembers are given below:

Number of meetings during the Financial Year 2019- 20

Name of the Directors Category Designation Held Eligible attend to Attended
Ms. Smita Bhandari Non-Executive Director Chairperson 4 4 4
Mr. Udit Chandiok Non-Executive Independent Director Member 4 1 1
Mr. Aditya Kaushik Non-Executive Independent Director Member 4 4 4
Mr. Akshay Kumar Vats Non-Executive Independent Director Member 4 3 3

As Mr. Udit Chandiok resigned from the post of Independent Director of the Companyw.e.f from July 31 2019 the Stakeholder's Relationship Committee was reconstituted onOctober 30 2019.Mr. Akshay Kumar Vats was added as member of committee w.e.f October 302019. There was no complaint unresolved as on March 31 2020.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors in their meeting held on January 20 2019 has formed Nominationand Remuneration committee in line with the provisions of Section 178 of the Companies Act2013. The terms of reference of the Committee is available on the website of the Companyat www.inflameindia.com. During the year under review Nomination and RemunerationCommittee met 4 (Four) times viz on June 3 2019 October 30 2019 and December 12 2019and March 14 2020. The composition of the Committee and the details of meetings attendedby its members are given below:

Number of meetings during the Financial Year 2019- 20

Name of the Directors Category Designation Held Eligible attend to Attended
Mr. Udit Chandiok Non-Executive Independent Director Chairperson 4 1* 1
Ms. Smita Bhandari Non-Executive Independent Director Member 4 4 4
Mr. Akshay Kumar Vats Non-Executive Independent Director Member 4 4 4

As Mr. Udit Chandiok resigned from the post of Independent Director of the Companyw.e.f from July 31 2019 the Nomination and Remuneration Committee was reconstituted onOctober 30 2019 with the following members:

Number of meetings during the Financial Year 2019- 20

Name of the Directors Category Designation Held Eligible attend to Attended
Ms. Smita Bhandari Non-Executive Independent Director Chairperson 4 3 3
Mr. Akshay Kumar Vats Non-Executive Independent Director Member 4 4 4
Mr. Aditya Kaushik Chairman and Managing Director Member 4 4 4

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpower in competitive market and to harmonize the aspirations of human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Executive Directors and Key ManagerialPersonnel. The Nomination and Remuneration Policy as adopted by the Board of Directorsis placed on the website of the Company at www.inflameindia.com and also forms part ofthis report as Annexure A.

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2019-20 to Directors of theCompany is provided in (Form MGT-9) which is annexed to this Report as Annexure B.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure B.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

Our Company does not has any Subsidiary Associate and Joint Venture Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Report asAnnexure C.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure D.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the end of Financial Year of the Company i.e. March 31 2020to the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS:

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveframed Prevention of Sexual Harassment Policy through which we address complaints ofsexual harassment at all workplaces of the Company. Our policy assures discretion andguarantees non-retaliation to complainants. We follow a gender-neutral approach inhandling complaints of sexual harassment and we are compliant with the law of the landwhere we operate.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure- E.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence and impactif triggered. A detailed exercise is being carried out to identify evaluate monitor andmanage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system whichprovides protection to all its assets against loss from unauthorized use and ensurescorrect reporting of transactions. The internal control systems are further supplementedby internal audits carried out by the respective Internal Auditors of the Company andPeriodical review by the management. The Company has put in place proper controls whichare reviewed at regular intervals to ensure that transactions are properly authorisedcorrectly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices toensure that we achieve and will retain the trust of our stakeholders at all times.Corporate governance is about maximizing shareholder value legally ethically andsustainably. Our Board exercises its fiduciary responsibilities in the widest sense of theterm. Our disclosures seek to attain the best practices in international corporategovernance. We also endeavor to enhance long-term shareholder value and respect minorityrights in all our business decisions. As our company has been listed on SME Platform ofBSE Limited by virtue of Regulation 15 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with the corporate Governance provisions asspecified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation46 and Para C D and E of Schedule V are not applicable to the company. Hence CorporateGovernance Report does not form a part of this Board Report though we are committed forthe best corporate governance practices.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. Gandhi Minocha and Company Ahmedabad (FRN: 000458N) were appointedas Statutory Auditors of the Company to hold office till conclusion of the 6th AnnualGeneral Meeting(AGM) of the company to be held in the calendar year 2023. The Notes to thefinancial statements referred in the Auditors Report are self-explanatory and therefore donot call for any comments under Section 134 of the Companies Act 2013. The Auditors'Report does not contain any qualification reservation or adverse remark. The Auditors'Report is enclosed with the financial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separate sectionwhich is annexed to this Report as Annexure - F.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed Mr. Madan Lal Aggarwal Practicing Company Secretaries toconduct the secretarial audit of the Company for the Financial Year 2019-20 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the Financial Year 2019-20 is annexed to this report as an Annexure G.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely"www.inflameindia.com" containing basic information about the Company.

The website of the Company is containing information like Policies ShareholdingPattern Financial and information of the designated officials of the Company who areresponsible for assisting and handling investor grievances for the benefit of allstakeholders of the Company etc.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers financialinstitutions business partners and other stakeholders.

FORM MGT 9

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]

1) Registration and Other Details:

CIN : U74999HP2017PLC006778
Registration Date : November 14 2017
Name of the Company : Inflame Appliances Limited
Category / Sub-Category of the Company : Public Company limited by shares/ Indian Non-Government Company
Address of the Registered Office and contact details : Khewat Khatoni No. 45/45 Khasra No. 942/855/1 Village Kalyanpur Tehsil-
Baddi Baddi Solan-173205
Tel:01795-246820; Email: cs@inflameindia.com;
Website: www.inflameindia.com
Whether listed Company : Yes
Name address and contact details of Registrar and Transfer Agent if any : Skyline Financial Services Pvt. Ltd
D-153A 1st FloorOkhla Industrial Area Phase-INew
DelhiDelhi110020
Tel: 011-64732681-88; Email: virenr@skylinerta.com;
Website: www.skylinerta.com

2) Principal Business Activity of the Company: All the business activitiescontributing 10% or more of the total turnover of the Company shall be stated.

Name and Description of main Products / Services NIC Code of the Product / Service % to total turnover of the Company
To carry on the business of designers manufacturers producers fabricators assemblers importers exporters buyers sellers dealers stockist Suppliers wholesalers retailers jobbers contractors repairers and hirers of all kinds of electrical and non-electrical Kitchen appliances and apparatus such LPG Stoves for use with Liquefied Petroleum 996114 100.00%
Gases and Sheet Metal Components Chimney pressure cooker electric grinders and domestic appliances refrigerators geysers mixers toasters water filters and other similar equipment and components thereof.

3) Particulars of Holding Subsidiary and Associate Companies:

Name and Address of the Company CIN/GLN Holding/ Subsidiary / Associate % of shares held Applicable Section
Not Applicable

4) Shareholding Pattern (Equity Share Capital Breakup as percentage of TotalEquity): I. Category-wise Shareholding:

A) Category-wise Share Holding Shares Held at beginning of the Year 31/03/2019

Shares Held at the end of the Year 31/03/2020

S. No. Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change During The Year
A Promoters
1 Indian
a) Individual Huf 4200000 0 4200000 70.00 4200000 0 4200000 70.00 0.00
b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
c) State Government 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies 0 0 0 0.00 0 0 0 0.00 0.00
Corporate
e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A)(1) 4200000 0 4200000 70.00 4200000 0 4200000 70.00 0.00
2 Foreign
a) NRI Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks /FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of Promoters(A) 4200000 0 4200000 70.00 4200000 0 4200000 70.00 0.00
B Public Shareholding
1 Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
d) State Government 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Fund 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00
h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00
Capital Fund
i) Any Other Foreign 0 0 0 0.00 0 0 0 0.00 0.00
j) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00
2 Non- Institutions
a) Bodies Corporate
1) Indian 161594 0 161594 2.69 166000 0 166000 2.77 0.08
2) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals
1) Individual shares holders having nominal share capital upto Rs. 100000 399406 0 399406 6.66 396549 0 396549 6.61 -0.05
2) Individual shares holders having nominal share capital Excess of Rs. 100000 888000 0 888000 14.80 896000 0 896000 14.93 0.13
c) Others
a) HUF 348000 0 348000 5.80 336000 0 336000 5.60 -0.20
b) Non Resident Indian 3000 0 3000 0.05 3000 0 3000 0.05 0.00
c) Foreign National 0 0 0 0.00 0 0 0 0.00 0.00
d) Clearing Members 0 0 0 0.00 2451 0 2451 0.04 0.04
e) Trust 0 0 0 0.00 0 0 0 0.00 0.00
f) Foreing Bodies-DR 0 0 0 0.00 0 0 0 0.00 0.00
g) NBFC Registered With RBI 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B)(2) 1800000 0 1800000 30.00 1800000 0 1800000 30.00 0.00
Total Public Shareholding (B) 1800000 0 1800000 30.00 1800000 0 1800000 30.00 0.00
C) Shares Held By Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
D) IEPF 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total 6000000 0 6000000 100.00 6000000 0 6000000 100.00 0.00

II. Shareholding of Promoters & Promoters Group and Change in Promoters &Promoters Group Shareholding:

Name of Shareholder Shareholding As on 31/03/2019
No of Shares Held % To the Total Shares Transac tion Date Incre ase /Decr ease Reason Cummula tive Sharehol ding Holding as on 31/03/202 0 % of Total Shares of the Compa ny Pan of Shareholder Folio/Dpid -Client ID
Promoters and Promoter Group
1 ADITYA KAUSHIK 3668400 61.14 AAJPK4765H IN3041231 0044002
Balance 3668400
2 AMIT KAUSHIK 7200 0.12 AAKPK0287 B IN3041231 0044043
Balance 7200
3 ANITA KAUSHIK 7200 0.12 AHHPK2068 C IN3041231 0044019
Balance 7200
4 RUCHI KAUSHIK 7200 0.12 AYQPK9403 P IN3041231 0044027
Balance 7200
5 DINESH KAUSHIK 495600 8.26 BIXPK0755Q IN3041231 0044035
Balance 495600
6 USHA KAUSHIK 7200 0.12 DWXPK6349 L IN3041231 0043995
Balance 7200
7 ANEESHA KAUSHIK 7200 0.12 FMTPK0720 F IN3041231 0043987

III. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

* The trading in the shares of the Company took place almost on daily basistherefore the date wise increase/ decrease in Shareholding of top ten Shareholders aretaken on the basis of weekly Benpose.

Public Top 10 Shareholders

Name of Shareholder No of Shares Held % To the Total Shares Transaction Date Increase /Decrease Reason % of Total Shares of the Company Pan of Shareholder Folio/Dpid- Client ID
1 GOTHAMCHAND A HUF . . 7500 0 1.25 31-01- 2020 2000 Purchase 77000 1.28 AAAHA113 7Q 120484000023 3201
Balance 77000
2 G PRAKASH CHAND BAID HUF 6300 0 1.05 09-08- 2019 1000 Purchase 64000 1.07 AAAHG059 8M 120484000016 6336
30-08- 2019 3000 Purchase 67000 1.12
06-09- 2019 -2000 Sale 65000 1.08
31-03- 2020 7000 Purchase 72000 1.20
Balance 72000
3 EXCEL STOCK BROKING PVT. LTD. 1230 00 2.05 03-05- 2019 14000 Purchase 137000 2.28 AABCE863 9D IN3040451000 0053
24-05- 2019 -6000 Sale 131000 2.18
31-05- 2019 3000 Purchase 134000 2.23
07-06- 2019 -1000 Sale 133000 2.22
12-07- 2019 -2000 Sale 131000 2.18
02-08- 2019 -3000 Sale 128000 2.13
30-08- 2019 -15000 Sale 113000 1.88
11-10- 2019 2000 Purchase 115000 1.92
18-10- 2019 -2000 Sale 113000 1.88
01-11- 2019 1000 Purchase 114000 1.90
20-12- 2019 1000 Purchase 115000 1.92
27-12- 2019 -5000 Sale 110000 1.83
31-12- 2019 -1000 Sale 109000 1.82
31-01- 2020 2000 Purchase 111000 1.85
28-02- 2020 -4000 Sale 107000 1.78
13-03- 2020 4000 Purchase 111000 1.85
20-03- 2020 -4000 Sale 107000 1.78
Balance 107000
4 GUNAVANTH KUMAR HUF . 6600 0 1.10 03-05- 2019 5000 Purchase 71000 1.18 AABHG752 9K 120484000016 6355
27-03- 2020 1000 Purchase 72000 1.20
Balance 72000
5 GUNAVANTHKU MAR G VAID 5400 0 0.90 02-08- 2019 1000 Purchase 55000 0.92 AABPV508 9P 120484000016 6224
22-11- 2019 2000 Purchase 57000 0.95
Balance 57000
6 RAJKUMARI VIMALCHAND . 1230 00 2.05 28-06- 2019 1000 Purchase 124000 2.07 AACPR984 5G 120484000036 2654
Balance 124000
7 M SHIKAR 7200 0 1.20 17-05- 2019 1000 Purchase 73000 1.22 AAHPS879 8Q IN3022691203 7896
28-06- 2019 -1000 Sale 72000 1.20
19-07- 2019 1000 Purchase 73000 1.22
23-08- 2019 -1000 Sale 72000 1.20
31-08- 2019 -7000 Sale 65000 1.08
06-09- 2019 6000 Purchase 71000 1.18
13-09- 2019 1000 Purchase 72000 1.20
04-10- 2019 -2000 Sale 70000 1.17
18-10- 2019 2000 Purchase 72000 1.20
22-11- 2019 1000 Purchase 73000 1.22
29-11- 2019 -1000 Sale 72000 1.20
31-12- 2019 -1000 Sale 71000 1.18
31-01- 2020 2000 Purchase 73000 1.22
31-03- 2020 4000 Purchase 77000 1.28
Balance 77000
8 P ANITHA . 5700 0 0.95 03-05- 2019 3000 Purchase 60000 1.00 AANPS329 5C 120484000025 6219
17-05- 2019 -2000 Sale 58000 0.97
24-05- 2019 -1000 Sale 57000 0.95
27-09- 2019 3000 Purchase 60000 1.00
Balance 60000
9 Rajesh Tripathi 8700 0 1.45 24-05- 2019 1000 Purchase 88000 1.47 ADWPT870 3C IN3028141084 7267
09-08- 2019 3000 Purchase 91000 1.52
31-08- 2019 -52000 Sale 39000 0.65
06-09- 2019 53000 Purchase 92000 1.53
30-09- 2019 1000 Purchase 93000 1.55
01-11- 2019 2000 Purchase 95000 1.58
13-12- 2019 3000 Purchase 98000 1.63
20-12- 2019 -2000 Sale 96000 1.60
Balance 96000
1 NAV RATAN 0 BHAIYA 5400 0 0.90 03-05- 2019 -3000 Sale 51000 0.85 AMCPB464 2F 120816000144 4567
22-11- 2019 3000 Purchase 54000 0.90
13-03- 2020 -3000 Sale 51000 0.85
20-03- 2020 -4000 Sale 47000 0.78
27-03- 2020 1000 Purchase 48000 0.80
31-03- 2020 4000 Purchase 52000 0.87
Balance 52000

IV. Shareholding of Directors and Key Managerial Personnel:

Shareholding at beginning of year

Date wise Increase/ Decrease in Shareholding* Cumulative Shareholding during the year^ Shareholding at end of year^
Name No. of Share % of total shares of the Company Date Increase/ Decrease in shareholdi ng Reason No. of Share % of total shares of the Compan y No. of Share % of total shares of the Compan y % change in sharehol ding during the year
Mr. Aditya Kaushik 366840 0 61.14 - - - 3668400 61.14 3668400 61.14 -
Mr. Naveen Kumar - - - - - - - - - -
Mr. Ashwani Kumar Goel - - - - - - - - - -
Mr. Akshay Kumar Vats - - - - - - - - - -
Ms. Smita Bhandari - - - - - - - - - -

 

Mr. Amit Kaushik 7200 0.12 - - - 7200 0.12 7200 0.12
Mr Abhimanyu Singh - - - - - - - - - -
Mr. Ravinder Kumar Singal - - - - - - - - - -

* Further no transactions have been executed by Independent Directors and KeyManagerial Personnel based on weekly Benpose of the Comany and confirmation given by them.

5) Indebtedness

(in )

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
A. Indebtedness at the beginning of the financial year
i) Principal Amount 40067080.64 - - 40067080.64
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 98162 - - 98162
Total A (i+ii+iii) 40165242.64 - - 40165242.64
B. Change in Indebtedness during the financial year
Additions 66560458 12577000 - 79137458
Reduction (22964955) - (22964955)
Net Change B 43595503 12577000 - 56172503
C. Indebtedness at the end of the financial year
i) Principal Amount 83658343 12577000 - 96235343
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 102403 - - 102403
Total C (i+ii+iii) 83760746 12577000 - 96337746

6) Remuneration of Directors and Key Managerial Personnel

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

( in Lakhs)

Aditya Kaushik Dinesh Kaushik Anita Kaushik Naveeen Kumar Ashwani Kumar Goel
Particulars of Remuneration Chairman and Managing Director Whole Time Director Whole Time Director Additional Whole Time Director Additional Whole Time Director Total Amount
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 12.00 5.57 4.00 - 2.00 23.57
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 - - - - - -
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 - - - - - -
Stock option - - - - - -
Sweat Equity - - - - - -
Commission - - - - - -
as % of profit - - - - - -
others (specify) - - - - - -
Others please specify - - - - - -
Total (A) 12.00 5.57 4.00 - 2.00 23.57
Ceiling as per the Act 84

*Note: Special Resolution has been passed for the remuneration paid to theExecutive Directors in excess of Ceiling Limit as per Schedule V of Companies Act 2013.

B) Remuneration to other Directors ( in Lakhs)

Akshay Kumar Vats Smita Bhandari Udit Chandiok
Particulars of Remuneration Independent Director Independent Director Independent Director Total Amount
a) Independent Director
(i) Fees for attending board/ committee meeting. - - - -
(ii) Commission - - - -
(iii) Other specify - - - -
Total (a) - - - -
b) Other Non-Executive Directors - - -
(i) Fees for attending board/ committee meeting. - - - -
(ii) Commission - - - -
(iii) Other specify - - - -
Total (b) - - - -
Total Managerial Remuneration (a+b) - - - -

C) Remuneration to Key Managerial Personnel

( in Lakhs)

Particulars of Remuneration Amit Kaushik Abhimanyu Singh Ravinder Kumar Singal Total Amount
Chief Financial Officer Company Secretary Company Secretary
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 12.00 0.46 1.75 14.21
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 - - - -
Stock option - - - -
Sweat Equity - - - -
Commission - - - -
as % of profit - - - -
others (specify) - - - -
Others please specify - - - -
Total 12.00 0.46 1.75 14.21

7) Penalties / Punishment/ Compounding of Offences

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/ NCLT/ Court) Appeal made if any (give details)
A. Company
Penalty
Punishment N.A. N.A. N.A. N.A. N.A.
Compounding
B. Directors
Penalty
Punishment N.A. N.A. N.A. N.A. N.A.
Compounding
C. Other Officers in Default
Penalty
Punishment N.A. N.A. N.A. N.A. N.A.
Compounding

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules made there under. A. Information as perRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules 2014: a) The ratio of remuneration of each director to the medianremuneration of employees for the Financial Year and the Percentage increase inremuneration of each director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the Financial Year:

Name Designation Nature of Payment Ratio against median employee's remuneration Percentage Increase
1. Aditya Kaushik Chairman & Managing Director Remuneration 11.05:1 (50)
2. Dinesh Kaushik Whole Time Director Remuneration 5.52:1 Nil
3. Anita Kaushik Whole Time Director Remuneration 5.52:1 Nil
4. Naveen Kumar* Additional Whole Time Director Remuneration - Not Applicable
5. Ashwani Kumar Goel* Whole Time Director Remuneration - Not Applicable
6. Akshay Kumar Vats Independent Director Sitting Fees - Not Applicable
7. Smita Bhandari Independent Director Sitting Fees - Not Applicable
8. Amit Kaushik Company Secretary & Compliance Officer Remuneration - Not Applicable
7. Abhimanyu Singh* Non-Executive Independent Director Remuneration - Not Applicable
8. Ravinder Kumar Singal * Additional Non- Executive Independent Director Remuneration - Not Applicable

* Median of Mr. Naveen Kumar Mr. Ashwani Kumar Goel and CS is not disclosed as theywere not associated with the company for majority of the year. **Median of only thoseemployees are considered who were in employment for atleast 11 months. *** During the yearunder review all the Non-Executive Directors of the Company were not paid Sitting Feesfor attending the Board Meeting and other Committees Meeting. Hence the ratio ofremuneration of all Non-Executive Directors to the median remuneration of employees arenot disclosed or compared.

b) The percentage increase in the median remuneration of employees in the financialyear:

The median remuneration of the employees in current financial year was decrease by6.47% over the previous financial year.

c) The number of permanent employees on the rolls of the Company: 142 permanentEmployees as on March 31 2020.

d) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The Average 15.00% increase was made in salary of employees. The average remunerationincreased due to increase in number of employee of the Company and qualitative payout tothe existing employee. Whereas remuneration of the executive directors was not increased.The remuneration paid to executive directors were within the limit as per approved by theshareholders of the Company.

.