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Jetking Infotrain Ltd.

BSE: 517063 Sector: Services
NSE: N.A. ISIN Code: INE919C01019
BSE 00:00 | 12 May 36.00 -0.25
(-0.69%)
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NSE 05:30 | 01 Jan Jetking Infotrain Ltd
OPEN 35.60
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VOLUME 18
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P/E
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Buy Price 0.00
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Sell Price 0.00
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OPEN 35.60
CLOSE 36.25
VOLUME 18
52-Week high 52.00
52-Week low 19.60
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jetking Infotrain Ltd. (JETKINGINFOTRAI) - Director Report

Company director report

To

The Members

Jetking Infotrain Limited

The Directors present with immense pleasure the THIRTY SIXTH ANNUAL REPORT on thebusiness and operations along with the Audited Financial Statements of the Company for theFinancial Year ended 31st March 2020:

RESULTS OF OUR OPERATIONS

The highlights of your company's financial performance for the financial year endedMarch 31 2020 is summarized below:

Standalone (Rs. in Lakhs)

Consolidated (Rs. in Lakhs)
Particulars Current Year Previous Year Current Year Previous Year
(2019-20) (2018-19) (2019-20) (2018-19)
Total Income 1955.54 2292.87 2064.29 2339.58
Employee Benefit Expenses 866.02 941.11 968.37 958.19
Other Expenses 1089.52 1351.77 1095.92 1382.14
Total Expenses 2690.58 2510.53 2886.76 2558.00
PBDITA (477.30) (0.01) (558.50) 0.76
Finance Cost 5.85 2.36 6.65 2.36
Depreciation & Amortisation 251.90 215.29 257.32 215.31
Profit Before Tax (735.05) (217.66) (822.47) (218.42)
Tax Including Deferred Tax (115.06) (101.93) (114.95) (102.14)
Profit After Tax (619.99) (115.73) (707.53) (116.28)

PERFORMANCE REVIEW

Standalone:

During the Financial Year under review the Company earned the Total Income ofRs.1955.54 Lakhs as against Rs.2292.87 Lakhs in the previous year and the Net Profit/(Loss) after Tax of Rs. (619.99) Lakhs as against Rs.(115.73) Lakhs in the previous year.

Consolidated:

During the Financial Year under review the Company earned the Total Income of Rs.2064.29 Lakhs as against Rs.2339.58 Lakhs in the previous year and the Net Profit/ (Loss)after Tax of Rs. (707.53) Lakhs as against Rs.(116.28) Lakhs in the previous year.

DIVIDEND

As a prudent economic measure and in order to conserve the scarce liquid resources ofthe Company your Directors do not recommend any dividend on the equity shares for theyear under review.

CHANGES IN SHARE CAPITAL

There are no changes in the Share Capital of the Company during financial year 2019-20.The paid up equity share capital of the company as on 31st March 2020 is Rs.59075000.

NUMBER OF MEETINGS OF THE BOARD

During the year ended 31st March 2020 4 (Four) meetings were held on 27th May201913th August 2019 13th November 2019 and 07th February 2020.

The details of attendance of the Directors at the Board and Committee meetings areprovided in the Corporate Governance Report.

DEPOSITS

In terms of the provisions of Section 73 to 76 of the Act read with the relevant rulesmade thereunder your Company did not accepted any deposits from the public during theyear.

COMMENTS ON AUDITOR'S REPORT

Neither the Secretarial Auditor nor the Statutory Auditors have made any qualificationreservation or adverse remark or disclaimer in their reports. The reports of theSecretarial Auditor and Statutory Auditor are appended to this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantee or security in connection with Loansobtained to any person or body corporate during the financial year.

Details of Investments made by the Company are disclosed under Schedule 6 to thefinancial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes or commitments affecting the financial position of theCompany between 31st March 2020 and the date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related party transactions that were entered into during the year were in theordinary course of business and on an arm's length basis. The Audit Committee of Directorshas given its in-principle approval to different types of related party transactions whichare recurring in nature and in the ordinary course of business.

As per Accounting Standard (AS) 24 on ‘Related Party Disclosures' the details ofrelated party transactions entered into by the Company are included in the Notes toAccounts.

The Policy on Related Party Transactions has been published on the Company's websiteunder the ‘Investors' section at http://www.jetking.com/investor.php.

Accordingly the disclosure of related party transactions as required under Section134(3)(h) read with Section 188 of the Act in Form AOC 2 is annexed here with as“Annexure 1”.

VARIATION IN MARKET CAPITALISATION

As on 31-Mar-2020 As on 31-Mar-2019 Increase/ (Decrease) %
Market Capitalisation (in Rs. Lakhs) 1107.65 1981.20
Price Earnings Ratio (1.81) (18.84)
Percentage increase/ (decrease) in the market price of the shares in comparision with last public offer

AMOUNTS TO BE TRANSFERRED TO RESERVES

Your Company has not transferred any amount to the Reserves.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY IDENTIFICATION OF RISKS IFANY.

The Board of Directors of the Company has framed and adopted a policy foridentification analysis and mitigation of various internal and external risks that theorganisation is subject to. The policy has been published on the website of the Companyunder the ‘Investors' section at http://www.jetking.com/investor.php.

During the year Company had appointed M/s Divatia and Mehta Chartered Accountants toidentify and analyze various risks that your Company is exposed to. Accordingly M/sDivatia and Mehta Chartered Accountants had conducted an in-depth study to identifyvarious internal and external risks and presented a report on the same to the AuditCommittee of the Directors for their consideration.

According to the report following are critical risks that the Company is subject to:

i. Outdated curriculum- Curriculum needs upgradation

Technology is rapidly changing. This change has been the fastest we have seen in thelast decade. Due to this changes adoption of technology also changes periodically. Thischange leads to high course development cost as well as upgradation of faculties creates acumbersome process to kep up with outdated curriculum.

ii. Lower Control over Affiliate Operations

As your Company is in service industry no tangible form or product that the consumerreceives continuing service in the form of faculty knowledge and lab infrastructurecreates a sizable amount of risks to maintain service standards of the Company.

iii. Dropouts - Loss of Revenue & Insufficient Capacity Utilization

Training is a good to have skill. Even if student acquire 50% knowledge they can end updropping out and securing a job. Additionally due to high cost of operations a highercourse fees put a burden on the financial capacity of students. These factors expose thebusiness to dropouts that lead to loss in revenue.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Whistle blower mechanism in place to enable the employees and variousother stakeholders to report serious concerns and matters to the Management. Details ofthis mechanism are mentioned in the Corporate Governance Report and also in the WhistleBlower Policy published on the website of the Company under the ‘Investors' sectionat http://www.jetking.com/investor.php.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions future outlook andresults of the operations of the Company for the year under review as stipulated underRegulation 34 (2) (e) of SEBI (LODR) Regulations 2015 is presented in separate sectionforming part of the Annual Report.

SUBSIDIARY COMPANY

Your Company has only one subsidiary Company namely ‘Jetking Skill DevelopmentPrivate Limited'. Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section(3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014 has been givenunder Annexure 4.

AUDITORS

At the thirty-third Annual General Meeting (AGM) held on July 18 2017 Members hadappointed M/s. KNAV & Co. Chartered Accountants (Registration No. of the firm withthe ICAI:120458W) as the Statutory Auditors of the Company to audit the accounts of theCompany for a period of 5 years from FY 2017-18 to FY 2021-22 and to hold office as suchup to the conclusion of the thirty-eight AGM of the Company.

M/s. KNAV & Co resigned from their services on 13th August 2020 w.e.f. issuance ofLimited Review Report for the quarter ended June 2020 creating casual vacancy in theoffice of Statutory Auditors.

The Board after considering the qualifications and experience of M/s PYS & Co.LLP(FRN: 012388S/S200048) and being satisfied that qualifications and experience of thefirm are commensurate with the requirements of the Company recommends their appointment asStatutory Auditor of the Company to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of the next Annual General Meeting to be held for financialyear ended 31st March 2021. M/s PYS & Co. LLP Chartered Accountants have expressedtheir willingness to act as Statutory Auditor of the Company and have confirmed that theyfulfil the conditions of eligibility to be appointed as the Auditors as required under theprovisions of Sections 139 and 141 of the Companies Act 2013.

Necessary resolutions seeking Members' approval for the appointment of the StatutoryAuditors are included in the notice of the Thirty Sixth Annual General Meeting circulatedto the Members.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. Ragini Chokshiand Co. was appointed to conduct the secretarial audit of your company for FY 2019-20.The Secretarial Audit report is given separately under Annexure 5.

INTERNAL AUDIT (IA)

M/s. Divatia and Mehta Chartered Accountants have been appointed as the InternalAuditors of the Company. Audit Committee of the Directors provides direction and monitorsthe effectiveness of the IA function. Scope of internal audit extends to in-depth audit ofaccounting & finance revenue and receivables purchases capital expenditurestatutory compliances HR payroll and administration etc. The Internal Auditors report tothe Audit Committee of the Directors and present their report on quarterly basis. TheAudit Committee reviews the report presented by the internal auditors and takes necessaryactions to close the gaps identified in timely manner.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As your Company is into service industry the activities of the Company are not energyintensive. However your

Company recognizes the necessity of conservation of energy and technology absorptionthough it is not practicable to quantify the same in monetary terms.

In terms of research development and innovation it is Company's constant endeavor tobe more efficient in providing services and encourages innovation in its day to daypractices.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings and Outgo during the Financial Year under review is givenbelow (on accrual basis):

(i) Foreign Exchange Earnings : Rs. 116.50 Lakhs (ii) Foreign Exchange Outgo : Rs.43.30 Lakhs

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN

PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board carried out the annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the performance of its AuditNomination and Remuneration and Stakeholders Relationship Committees in their meeting heldon 31st July 2020.

Nomination and Remuneration Committee also evaluated the performance of each Directoron the Board as required under Section 178(2) of Companies Act 2013 in its meeting held on31st July 2020.

Further to comply with the requirements of Regulation 25 (4) of SEBI (LODR)Regulations 2015 the Independent Directors evaluated the performance of ChairmanNon-Independent Directors and Board as a whole in their meeting held on 31st July 2020.

Evaluation of the Board: The Board as a whole was evaluated on various parameters likeBoard Composition & Quality Board Meetings and Procedures Board Strategy and RiskManagement adherence to the Code of Conduct etc. Based on the ratings received on each ofparameter the Board of Directors formed an opinion that performance of Board as a wholehas been outstanding.

Evaluation of the Committees: The Audit Committee Stakeholders Relationship Committeeand Nomination and Remuneration Committee were evaluated on following parameters:

- Whether the composition of the Committee is in compliance with the legal requirement;

- Roles and Responsibilities of the Committee (Terms of Reference) are clearly defined;

- Amount of responsibility delegated by the Board to each of the Committee issufficient;

- Whether reporting by each of the Committees to the Board is sufficient;

- Whether Committee takes effective and proactive measures to perform its functions;

- Whether the Committee regularly reviews its performance;

- Committee meetings are conducted in a manner that encourages open communication andmeaningful participation of its members;

- Committee meetings have been organized properly;

- Adequacy on the frequency of the Committee meetings ;

- Committee periodically reports to the Board along with its suggestions andrecommendations.

Evaluation of the Directors individually: Mr. Suresh G. Bharwani- Chairman and ManagingDirector and Mr. Nandu G. Bharwani- Joint Managing Director & CFO were evaluated onvarious points related to Leadership Strategy Formulation and execution FinancialPlanning Product/ Service Knowledge Personal Qualities and adherence to Code of Conductetc.

Independent Directors- Mr. Mehul Kuwadia Mr. Surjit Banga Mr. Manoj Mandavgane andMs. Swati Bhatt were evaluated on parameters like contribution at Board meetingswillingness to devote time and effort to understand the Company and its business and areadiness to participate in events outside the meeting room ability to understandgovernance regulatory financial fiduciary and ethical requirements of the Board /Committee adherence to Code of Conduct and whether the Independent Director is able tobring independent judgment during board deliberations on strategy performance riskmanagement etc.

The Director being evaluated did not participate in the evaluation process so as toenable remaining directors discuss the performance freely and without any conflict.

PARTICULARS OF EMPLOYEES

The total employee strength of the Company as on March 31 2020 stood at 150.

The disclosures on managerial remuneration as required under Rule 5 (1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided inAnnexure 3 appended to the Directors' Report.

In accordance with the provisions of Rule(5)(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the names and other particulars ofemployees who were in receipt of remuneration of One Crore and Two Lakh Rupees (ifemployed throughout the financial year) and employees who were in receipt of Eight Lakhand Fifty Thousand Rupees per month (if employed for part of the year) need to bedisclosed in the Board report. However there are no such employees who were in receipt ofremuneration as provided under Rule 5(2) above.

EXTRACT OF THE ANNUAL RETURN

The Extract of the annual return which sets out details of the Company its principlebusiness particulars of Holding subsidiary and associate companies share capitaldebentures turnover net worth shareholding pattern indebtedness members debentureholders remuneration to Directors and KMPs meetings of the Company etc. are set outunder Annexure 2 in this Annual Report and is available on the website of the Company.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issuedby the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) of the Companies Act 2013 the Directors of your Companyconfirm that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently andreasonable and prudent judgments and estimates have been made so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and of the loss ofthe Company for the year ended 31st March 2020.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

5. Internal financial controls for ensuring the orderly and efficient conduct of thebusiness safeguarding the Company's assets the prevention and detection of frauds anderrors accuracy and completeness of the accounting records and the timely preparation ofreliable financial information etc. are in place and that such internal financial controlsare adequate and were operating effectively.

6. Proper systems are in place to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best Corporate Governance Practices as prevalent globally.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 reporton the Corporate Governance along with a certificate from the Statutory Auditors of theCompany on compliance with the provisions is annexed and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act 2013 which deals with the provisions on CorporateSocial Responsibility is currently not applicable to the Company. However your Companylooks forward to actively contribute to the social and economic development of thecommunities to offer a better life to the weaker sections of the society and equip themwith skills to improve their way of life. The Company has voluntarily taken up thefollowing projects:

a) Encouraging a career ready youth with “Antarang Foundation”.

Jetking has undertaken an active participating to match skill and careers for underpriviledged students. Jetking has tied up with “Antarang Foundation” thatspreads the importance of the right career and readiness of these careers.

In this regard Jetking trained more than 260 students on different technologies tomake them career ready for their future.

b) Empowering the Underprivileged

Jetking has been actively involved in spreading computer literacy amongst the masses.The Gordhandas P. Bharwani Computer Center set up by the Company is testimony to thiseffort. These centers provide computer training to students who come from underprivilegedfamilies & cannot afford the same.

c) Empowering the Girl Student

A great believer in providing equal opportunities and independence of women Jetkingawards a 25 percent scholarship to all girl students enabling them to carve out asuccessful career and to lead an independent life.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed at the Bombay Stock Exchange Limited(BSE).

The Company has paid the Annual Listing Fees to BSE for the Financial Year 2020-21.

APPOINTMENTS RETIREMENTS AND RESIGNATIONS OF THE DIRECTORS AND KMP

In terms of the applicable provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Nandu G. Bharwani Joint Managing Director and CFO of theCompany will retire by rotation at ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment.

Mr. Suresh G. Bharwani Chairman and Managing Director continues to be on the Board.

The Independent Directors of your Company - Mr. Surjit Banga Mr. Manoj Mandavgane Mr.Mehul Kuwadia and Ms.Swati Bhatt have confirmed and declared that they meet the criteriafor continuing as the Independent Directors on the Board of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of five (5) members four Independent Directors and oneExecutive Director. The Chairman of the Committee is an Independent Director. Thecomposition of the Committee is in conformity with the provisions of Section 177 of theAct.

All the Committee members possess adequate qualifications to fulfill their duties asstipulated under the Act. The other details about the Committee are provided in theCorporate Governance Report.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company primarily adheres to the requirements prescribed in the Companies Act2013 rules and amendments made there under and SEBI regulations for the appointment andremuneration of the Directors of the Company.

The Company has constituted a Nomination and Remuneration Committee consisting of 4Non-Executive Independent Directors which has formulated a Policy on nominationremuneration and performance evaluation of the Board of Directors and KMP. The Policy hasbeen disclosed under Annexure 6 as well as on the website of the Company under the‘Investors' section at http://www.jetking.com/investor.php

INTERNAL FINANCIAL CONTROLS:

The Company's internal control system commensurates with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified by theStatutory as well as Internal Auditors. Significant audit observations and follow-upaction thereon are reported to the Audit Committee. The Audit Committee reviews theadequacy and effectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany's risk management policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place the ‘Sexual Harassment at the Workplace (Prevention andRedressal) Policy' in line with the requirements of ‘The Sexual Harassment of Womenat Work Place (Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintsCommittee i.e. Jetking Sexual Harassment Redressal Committee (JSHRC) has been set up toredress complaints on sexual harassment. The Company affirms that during the year underreview no cases were filed under the said Act by any of its woman employees beforeCommittee. Also the Company has filed annual report for calendar year 2020 pursuant toSection 21 of the Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013 to the municipal authorities on 04th January 2020.

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the Bankers Financial InstitutionsGovernment Authorities Customers Vendors Consultants advisors and Members for theirdirect and indirect co-operation and look forward to their continued support in thefuture.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2020

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

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L72100MH1983PLC127133
ii) Registration Date 26-Dec-1983
iii) Name of the Company Jetking Infotrain Limited
iv) Category / Sub-Category of the Category: Company Limited by shares
Company Sub category: Indian Non- Government Company
401 Bussa Udyog BhavanNear Sewri Bus Terminas Sewari (W)
v) Address of the Registered office and contact details T.J.Road Mumbai Maharashtra 400015.
Contact No: 022 24156486;
email id: investors@jetking.com
vi) Whether listed company Yes / No Yes
vii) Name Address and Contact details of Registrar and Transfer Sharex Dynamic (India) Pvt. Ltd.
C101 247 Park LBS Marg Vikhroli (West) Mumbai-400 083.
Agent if any Tel: 2851 5606/2851 5644
Contact Person Mr. B.S. Baliga
Email: support.sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
Hardware Networking Courses 85499 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name And Address Of The Company CIN/ GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 JETKING SKILL DEVELOPMENT PRIVATE LIMITED U80904MH2013PTC239423 Subsidiary 99.99% Section 2 (87) (ii) of Companies Act 2013
Registered Of ce: 401 Bussa Udyog BhavanNear Sewri Bus Terminus Sewri (W)T.J.Road Mumbai Maharashtra 400015

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

i) Category-wise Share Holding

No. of Shares held at the beginning of the year 01-04-2019 No. of Shares held at the end of the year 31-03-2020
Category of Shareholders Demat Phys ical Total % of Total Shares Demat Phy sical Total % of Total Shares % Change during the year
(A) PROMOTER'S
(1). INDIAN
(a)Individual 1782907 0 1782907 30.180 1782907 0 1782907 30.180 0
(b) Central Govt. 0 0 0 0 0 0 0 0 0
(c) State Govt(s). 0 0 0 0 0 0 0
(d) Bodies Corpp. 0 0 0 0 0 0 0
(e) FIINS / BANKS. 0 0 0 0 0 0 0
(f) Any Other 0 0 0
1782907 0 1782907 30.180 1782907 0 1782907 30.180 0

(2). FOREIGN

(a) Individual NRI / For Ind 1440780 0 1440780 24.389 1440780 0 1440780 24.389 0
(b) Other Individual 0 0 0 0 0 0 0 0
(c). Bodies Corporates 0 0 0 0 0 0 0 0
(d) Banks / FII 0 0 0 0 0 0 0 0
(e) Qualified Foreign Investor 0 0 0 0 0 0 0 0
(f) Any Other Specify 0 0 0 0 0 0 0
Sub-total (A) (2):- 1440780 0 1440780 24.389 1440780 0 1440780 24.389 0
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 3223687 0 3223687 54.569 3223687 0 3223687 54.569 0

 

(B) PUBLIC SHAREHOLDING
(1). INSTITUTIONS
(a). Mutual Funds 0 0 0 0 0 0 0 0 0
(b). Banks / FI 76200 4600 80800 1.368 76200 4600 80800 1.368 0
(c). IEPF 90748 0 90748 1.536 90748 0 90748 1.536 0
(d). State Govt. 0 0 0 0 0 0 0 0 0
(e). Venture Capital Funds 0 0 0 0 0 0 0 0 0
(f). Insurance Companies 0 0 0 0 0 0 0 0 0
(g). FIIs 0 0 0 0 0 0 0 0 0
(h). Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
(i). Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1): 166948 4600 171548 2.904 166948 4600 171548 2.904 0

2. Non-Institutions

(a). BODIES CORP.
(i). Indian 61005 9900 70905 1.200 41538 9900 51438 0.871 0.329
(ii). Overseas 0 0 0 0 0 0 0 0 0
(b). Individuals
(i) Individual shareholders holding nominal share capital upto Rs.1 lakh 1029116 248130 1277246 21.621 994194 236530 1230724 20.833 0.788
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 1081617 12000 1093617 18.512 1153570 12000 1165570 19.730 1.218
(c). Other (specify)
Non Resident Indians 64187 600 64787 1.097 60800 600 61400 1.039 0.058
Overseas Corporate 0 0 0 0 0 0 0 0 0
Bodies Foreign Nationals 0 0 0 0 0 0 0 0 0
Clearing Members 5710 0 5710 0.097 3133 0 3133 0.053 0.044
Trusts 0 0 0 0 0 0 0 0 0
Foreign Boodies D R 0 0 0 0 0 0 0 0 0
Sub-total (B)(2):- 2241635 270630 2512265 42.57 2253235 259030 2512265 42.526 0.000
Total Public Shareholding (B)=(B)(1)+ (B)(2) 2408583 275230 2683813 45.431 2420183 263630 2683813 45.430 0.001
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.000 0 0 0 0.000 0.000
Grand Total (A+B+C) 5632270 275230 5907500 100.00 5643870 263630 5907500 100.00 0

(ii) Shareholding of Promoters

Shareholding at the beginning of the year 01/04/2019 Share holding at the end of the Year 31/03/2020
Shareholder's Name No. of Shares % of total Shares of the company %of Shares Pledged / encumber ed to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % chan ge in share holdi ng durin g the year
1 KARISHMA BHARWANI 811200 13.732 0 811200 13.732 0 0
2 SURESH G BHARWANI HUF 531000 8.989 0 545400 9.232 0 0.243
3 NANDU G BHARWANI HUF 468257 7.926 0 468257 7.926 0 0
4 JITU GORDHANDAS BHARWANI 465000 7.871 0 465000 7.871 0 0
5 SIDDARTH SURESH BHARWANI 177012 2.996 0 177012 2.996 0 0
6 AVINASH S BHARWANI 113440 1.92 0 113440 1.92 0 0
7 HARSH S BHARWANI 114046 1.931 0 114046 1.931 0 0
8 URVASHI NANDU BHARWANI 106895 1.809 0 106895 1.809 0 0
9 ANISHA SURESH BHARWANI 86711 1.468 0 86711 1.468 0 0
10 DIPTI NANDU BHARWANI 64020 1.084 0 64020 1.084 0 0
11 JUUHI OMPRAKASH AHUJA 59460 1.007 0 112020 1.896 0 0.889
12 NITA MODY 55560 0.940 0 55560 0.940 0 0
13 BHARTI RAJPAL BHARWANI 52560 0.890 0 52560 0.890 0 0
14 SHOBHA VANITA MUKHI 52560 0.890 0 0 0 0 -0.89
15 RITIKA NANDU BHARWANI 44230 0.749 0 44230 0.749 0 0
16 SURESH GORDHANDAS BHARWANI 21736 0.368 0 7336 0.124 0 -0.244

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Shareholder's Name Shareholding at the beginning of the year 01/04/2019

Share holding at the end of the Year 31/03/2020

No. of Shares at the beginnin g % of total Shares of the company Date Increase/ decrease Reason No. of Shares % of total Shares of the compa ny
1 SURESH G BHARWANI HUF 531000 8.989 01-04-2019
28-02-2020 14400 Buy 545400 9.232
-Closing Balance 31-03-2020 545400 9.232
2 JUUHI OMPRAKASH AHUJA 59460 1.007 01-04-2019
28-02-2020 52560 Buy 112020 1.896
-Closing Balance 31-03-2020 112020 1.896
3 SURESH GORDHANDAS BHARWANI 21736 0.368 01-04-2019
28-02-2020 -14400 Sold 7336 0.124
-Closing Balance 31-03-2020 7336 0.124
4 SHOBHA VANITA MUKHI 52560 0.89 01-04-2019
-Closing Balance 28-02-2020 -52560 Sold 0 0

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

sr .no Name No. of Shares at the beginning % of total Shares of the company Date Increase/ Decrease in sharehol ding Reason No. of Shares % of total Shares of the compa ny
1 DIPAK KANAYALAL SHAH 355000 6 .009 0 1-04-2019
06-09-2019 201 Buy 355201 6.013
29-11-2019 1800 Buy 357001 6.043
06-12-2019 17719 Buy 374720 6.343
27-12-2019 280 Buy 375000 6.348
07-02-2020 7334 Buy 382334 6.472
14-02-2020 4000 Buy 386334 6.54
28-02-2020 15764 Buy 402098 6.807
27-03-2020 650 Buy 402748 6.818
-Closing Balance 31-03-2020 402748 6.818
2 RAGHAV V KAROL 0 0 01-04-2019
07-06-2019 1801 Buy 1801 0.03
14-06-2019 32650 Buy 34451 0.583
30-06-2019 3642 Buy 38093 0.645
05-07-2019 33879 Buy 71972 1.218
12-07-2019 50 Buy 72022 1.219
19-07-2019 130 Buy 72152 1.221
26-07-2019 8433 Buy 80585 1.364
02-08-2019 6900 Buy 87485 1.481
23-08-2019 28962 Buy 116447 1.971
-Closing Balance 31-03-2020 116447 1.971
3 DHEERAJ KUMAR LOHIA 1 11889 1 .894 01 -04-2019
-Closing Balance 31-03-2020 No Change 111889 1.894
4 INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS 90748 1.53 6 01- 04-2019
-Closing Balance 31-03-2020 No Change 90748 1.536
5 INDIAN BANK 76200 1.29 01-04-2019
-Closing Balance 31-03-2020 No Change 76200 1.29
6 RAJ KUMAR LOHIA 64612 1.094 01-04-2019
-Closing Balance 31-03-2020 No Change 64612 1.094
7 Manoj Kothari 56200 0.951 01-04-2 019
-Closing Balance 31-03-2020 No Change 56200 0.951
SADIK SALIM
8 JIWANI 472 31 0.8 01 -04-2019
-Closing Balance 31-03-2020 No Change 47231 0.8
9 SONAL LOHIA 46091 0.78 01-04-2019
-Closing Balance 31-03-2020 No Change 46091 0.78
10 SHEILEENCHANDR A NAROTTAM SHAH 42250 0 .715 0 1-04-2019
-Closing Balance 31-03-2020 No Change 42250 0.715
11 RAMIT RAJINDER BHARDWAJ 81341 1.377 0 1-04- 2019
05-04-2019 300 Buy 81641 1.382
19-04-2019 -7000 Sold 74641 1.263
17-05-2019 -3000 Sold 71641 1.213
24-05-2019 -3500 Sold 68141 1.153
31-05-2019 5277 Buy 73418 1.243
14-06-2019 -3800 Sold 69618 1.178
30-06-2019 -13000 Sold 56618 0.958
05-07-2019 351 Buy 56969 0.964
19-07-2019 -7100 Sold 49869 0.844
26-07-2019 -2500 Sold 47369 0.802
09-08-2019 -5710 Sold 41659 0.705
16-08-2019 -4000 Sold 37659 0.637
23-08-2019 -8000 Sold 29659 0.502
29-11-2019 -227 Sold 29432 0.498
06-12-2019 -14600 Sold 14832 0.251
27-12-2019 -2000 Sold 12832 0.217
10-01-2020 -2916 Sold 9916 0.168
07-02-2020 -2837 Sold 7079 0.12
28-02-2020 -2000 Sold 5079 0.086
-Closing Balance 29-02-2020 -5079 Sold 0 0

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year 01/04/2019

Shareholding at the end of the year 31/03/2020
Particulars No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Mehul Kantilal 1050 0.018 1050 0.018
2 Kuwadia Suresh Bharwani 21736 0.368 7336 0.124

V. INDEBTEDNESS

The Company has not availed any loan / borrowings during the year. The company is aDebt-free Company.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. Suresh G. Bharwani- Mr. Nandu G. Bharwani- Jt.
Sl. No. Particulars of Remuneration Chairman and Managing Director Managing Director and CFO Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 7800000.00 7800000.00 15600000.00
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 500000.00 500000.00 1000000.00
(c) Pro ts in lieu of salary under section 17(3) Income-tax Act 1961 2 Stock Option -
3 Sweat Equity -
4 Commission -
- as % of pro t -
- others -
Total (A) 8300000.00 8300000.00 16600000.00
Ceiling as per the Act

B. Remuneration to other directors

Sl. No. Particulars of Remuneration Mr. Surjit Banga- Mr. Mehul Kuwadia- Mr. Manoj Mandavgane- Ms. Swati Bhatt - Total
Independent Director Independent Director Independent Director Independen t Director** Amount
1. Independent Directors
Fee for attending board / committee meetings 125000 125000 95000 125000 470000
Commission
Others please specify
Total (1) 125000 125000 95000 125000 470000
2. Other Non-Executive Directors
Fee for attending board / committee meetings
Commission
Others please specify
Total (2) - - - -
Total (B)=(1+2) 125000 125000 95000 125000 470000
Total Managerial Remuneration 125000 125000 95000 125000 470000
Overall Ceiling as per the Act

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

Particulars of Remuneration Key Managerial Personnel Total
Deepak Savalge-
Company Secretary
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 469400 469400
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Pro ts in lieu of salary under section 17(3) Income- tax Act 1961
2 Stock Option
3 Sweat Equity
Commission
4 - as % of pro t
- others specify…
Others- Employer Contribution to Provident Fund 21600 21600
Total 491000 491000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

.