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MIRC Electronics Ltd.

BSE: 500279 Sector: Consumer
NSE: MIRCELECTR ISIN Code: INE831A01028
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VOLUME 273144
52-Week high 27.15
52-Week low 7.94
P/E 159.67
Mkt Cap.(Rs cr) 553
Buy Price 0.00
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Sell Price 0.00
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OPEN 23.60
CLOSE 24.50
VOLUME 273144
52-Week high 27.15
52-Week low 7.94
P/E 159.67
Mkt Cap.(Rs cr) 553
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MIRC Electronics Ltd. (MIRCELECTR) - Director Report

Company director report

Dear Members

MIRC Electronics Limited

Mumbai.

Your Directors are pleased to present the Thirty Ninth Annual Report along with theAudited Financial Statements of the Company for the financial year ended March 31 2020.

The Financial highlights for the year under review are as under: Results of Operations

(Rs. in Crores)
Particulars Financial year ended March 31 2020 Financial year ended March 31 2019
Gross Turnover 603.11 642.41
Gross Profit (before interest depreciation tax and writing 7.12 20.26
o of preliminary expense)
Interest 11.97 14.80
Depreciation 6.61 8.27
Net Profit/(Loss) before tax (11.46) (2.81)
Exceptional Loss - (1.60)
Profit/(Loss) After Tax (11.46) (4.41)
Balance in Profit & Loss A/c carried forward from the last year (18.03) (14.20)

Financial Performance:

During the year under review your Company has made gross turnover of Rs. 603.11 croresas against Rs. 642.41 crores for the previous year. The Company has made a Loss of Rs.11.46 crores. The financial statements are prepared in accordance with Indian AccountingStandards for the financial year ended March 31 2020 and forms part of this AnnualReport.

Impact of COVID -19 Pandemic

The detailed disclosure on the material impact of Covid–19 pandemic on the Companyis forming part of the Financial Statements of the Company. You may refer to NotesFinancial Statements for the same.

Dividend and Transfer to General Reserves:

Considering the financial requirement for business growth and debt servicing yourDirectors regret and do not propose dividend for the year ended March 31 2020. There isno appropriation of any amount to General Reserves during the year under review.

Financial Statements:

The financial statement containing the Balance Sheet Profit and Loss and Auditors'Report on the financial statements have been sent to those members who have registeredtheir email id's with the Company.

Board of Directors:

The Board of Directors of the Company comprises of the following directors:

(i) Mr. Gulu Mirchandani - Chairman & Managing Director;

(ii) Mr. Vijay Mansukhani - Managing Director;

(iii) Mr. Kaval Mirchandani –Whole Time Director;

(iv) Mr. Lokesh Sikka - Additional and Whole Time Director*; (v) Mr. Ra que Malik -Independent Director;

(vi) Mr. Carlton Pereira - Independent Director;

(vii) Mr. Arvind Sharma –Independent Director; and

(viii) Ms. Mohita Arora– Additional and Independent Director** Ms. Sujata Deshmukhresigned as Independent Director of the Company with effect from January 09 2020 due toher personal commitments and the Board placed on record its appreciation for the valuableinputs guidance and services rendered by her during her tenure with the Company.

Mr. Sanjay Munshi resigned as a Whole Time Director of the Company with effect fromFebruary 13 2020 due to his personal commitments and the Board placed on record itsappreciation for the valuable inputs guidance and services rendered by him during histenure with the Company.

* Mr. Lokesh Sikka was appointed as an Additional Director and Whole Time Directorw.e.f. February 13 2020 at the Board Meeting held on February 13 2020. Mr. Lokesh Sikkahas been appointed as a Whole Time Director for a period of three (3) years with effectfrom February 13 2020 subject to approval of the members of the Company at the ensuingAnnual General Meeting.

** Ms. Mohita Arora was appointed by the Board of Directors of the Company on June 262020 as an Additional and Independent Director of the Company and further the Board ofDirectors has decided to re-appoint her as an Independent Director for a period of 5(five) years subject to the approval of the members of the Company at the ensuing AnnualGeneral Meeting. The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 read with the Companies(Appointment and Qualification of the Directors) Rules 2014 amended from time to timethat he/she meets the criteria of independence laid down in Section 149(6) of theCompanies Act 2013 and Regulation 25 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (including anystatutory modification and re-enactment thereof till date).

In accordance with the provisions of Section 152(6) of the Companies Act 2013 readwith the Companies (Appointment and Qualification of the Directors) Rules 2014 amendedfrom time to time Mr. Vijay Mansukhani Managing Director of the Company shall be liableto retire by rotation at the ensuing Annual General Meeting of the Company and beingeligible for re-appointment. The Board recommends his re-appointment. The Company hasreceived notice as required under Section 160 of the Companies Act 2013 from Mr. GuluMirchandani Chairman & Managing Director of the Company proposing candidature of Mr.Lokesh Sikka (DIN: 08665841) as a Director and Whole Time Director and Ms. Mohita Arora(DIN: 08771417) as an Independent Director of the Company along with necessary deposit.

The notice convening the Annual General Meeting includes the proposal forappointment/re-appointment of Directors.

Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of Board of Directors' and ‘General Meetings' respectively havebeen duly followed by the Company.

Directors' Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 amended from time to time your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with the requirements set out under Schedule III tothe Companies Act 2013 have been followed along with proper explanation relating tomaterial departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profitand loss of the Company for the year ended on that date;

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 on a ‘going concern' basis;

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

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

Corporate Governance:

Your Company believes in adopting best Corporate Governance practices. The Company hasalso implemented several best Corporate Governance practices as prevalent globally. Thereport on Corporate Governance as stipulated under Regulation 27 and Schedule V to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification and re-enactment thereof tilldate) forms an integral part of this Annual Report.

The requisite certificate from M/s. Nilesh Shah & Associates Practicing CompanySecretaries (Membership No. FCS – 4554 & C.P. No: 2631) confirming thecompliance with the conditions of the Corporate Governance as stipulated under Regulation34(3) and Schedule V to the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (including any statutory modification andre-enactment thereof till date) is annexed to this Annual Report.

The declaration signed by Mr. G. Sundar Chief Executive Officer of the Companyregarding compliance of the Code of Conduct for Board members and Senior Managementpersonnel forms part of this Annual Report.

Disclosure of Employee Stock Option Scheme (ESOS):

The Board of Directors of the Company in their meeting held on February 13 2017approved the employee stock option scheme termed as ‘MIRC Electronics Limited –Employee Stock Option Scheme 2017' (MIRC ESOS 2017) under the provisions of Section 62 ofthe Companies Act 2013 read with Rule 12 of the Companies (Share Capital and Debentures)Rules 2014 and Regulation 14 of Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014.

The aforesaid MIRC ESOS 2017 was approved by the members of the Company at the ExtraOrdinary General Meeting held on March 29 2017. Particulars relating to MIRC ESOS2017 are mentioned in Annexure – A.

Management Discussion and Analysis:

A detailed review of the operations performance and future outlook of the Company andits business as stipulated under Regulation 34(2)(e) read with Schedule V to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification and re-enactment thereof tilldate) is presented in a separate section forming part of the Annual Report under the head‘Management Discussion and Analysis.'

Contracts and Arrangements with Related Parties:

During the year under review all contracts/arrangements/ transactions entered by theCompany with related parties were in the ordinary course of business and on an arm'slength basis. The Company had not entered into any contract/arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of the related party transactions.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board of Directors of the Company may be accessed on thewebsite of the Company at the link http://www.onida.com/policies.

There were no materiality related party transactions which could have potentialconflict with interest of the Company at large. All related party transactions enteredinto by the Company were on an arm's length basis and in the ordinary course of businessand the Company had not entered into any material related party contracts therefore nodisclosure in Form AOC-2 is provided.

Corporate Social Responsibility:

As per Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 every company having net worth of Rs. 500 crores ormore or turnover of Rs. 1000 crores or more or net profit of Rs. 5 crores or more duringimmediately preceding financial year shall ensure that it spends in every financial yearat least 2 (Two) percent of the average net profits made during three immediatelypreceding financial years in pursuance of its Corporate Social Responsibility Policy.

The aforesaid requirement is not applicable to the Company for the financial year2019-2020.

Risk Management:

During the year under review the Risk Management Committee has been entrusted with theresponsibility to assist the Board in: (a) Overseeing and approving the Company'senterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks. The Risk Management Policy was reviewed and approved by the RiskManagement Committee constituted by the Board of Directors of the Company.

The Risk Management Committee manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to integrate Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operations was observed.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 and Section 134 of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 amended from time to time are included inthis Board Report as Annexure - B.

Key Managerial Personnel:

The Company has below mentioned persons as Key Managerial Personnel in terms of therequirement of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 within the meaning ofSection 2 (51) of Companies Act 2013:

Sr. No. Name of the person Designation
1. Mr. Gulu Mirchandani* Chairman & Managing
Director
2. Mr. Vijay Mansukhani Managing Director
3. Mr. Kaval Mirchandani Whole-Time Director
4. Mr. Sanjay Munshi** Whole-Time Director
5. Mr. Lokesh Sikka*** Whole-Time Director
6. Mr. G. Sundar Chief Executive Officer
7. Mr. Karthi Chandramouli **** Chief Financial Officer
8. Mr. Lalit Chendvankar Head - Corporate Affairs Legal & Company Secretary

*During the year under review Mr. Gulu Mirchandani was reappointed as Chairman andManaging Director of the Company for another term of 3 years w.e.f. December 01 2019;**During the year under review Mr. Sanjay Munshi Whole Time Director of the Company hasresigned w.e.f. February 13 2020. ***During the year under review Mr. Lokesh Sikka wasappointed as an Additional and Whole Time Director of the Company w.e.f. February 13 2020by the Board of Directors at the Board Meeting held on February 13 2020 subject to theapproval of the members at ensuring Annual General Meeting.

****During the year under review Mr. Karthi Chandramouli was appointed as ChiefFinancial Officer of the Company w.e.f. August 14 2019 by the Board of Directors at theBoard Meeting held on August 14 2019.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and as per Regulation 17 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification and re-enactment thereof tilldate) the Company has devised a policy for performance evaluation of IndependentDirectors Board of Directors Committees and other individual Directors which includecriteria for performance evaluation of the non-executive directors and executivedirectors. A structured questionnaire was prepared after taking into consideration of thevarious aspects such as performance of specific duties obligations Board's functioningcomposition of the Board and its Committees culture and governance.

The performance evaluation of the Chairman Executive Director and IndependentDirectors was carried out by the entire Board of Directors of the Company excluding thedirectors being evaluated. The Board of Directors expresses their satisfaction with theevaluation process.

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company.

The following policies of the Company are annexed herewith marked as Annexure - C-I andAnnexure - C-II: a) Policy on remuneration of directors key managerial personneland other senior management employees (Annexure – C-I); and b) Policy oncriteria for appointment & evaluation of executive directors and independent directors(Annexure – C-II).

Public Deposits:

During the year under review the Company has neither invited nor accepted any publicdeposit within the meaning of Section 73 to 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 amended from time to time.

Statutory Auditors:

The members of the Company at the Thirty Seventh Annual General Meeting of the Companyheld on August 23 2018 has appointed M/s. S R B C & CO. LLP Chartered Accountants(Firm Registration No. 324982E/E300003 with the Institute of Chartered Accountants ofIndia) as Statutory Auditors of the Company for a further term of five years and shallhold office till the conclusion of Forty-Second Annual General Meeting of the Company.

Auditors Report:

The notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark except below: -The below commentis appearing at point no. (vii) (b) in the Annexure 1 to the Auditors Report-"According to the information and explanations given to us undisputed dues inrespect of provident fund employees' state insurance income-tax sales-tax duty ofcustom duty of excise value added tax goods and service tax cess and other statutorydues which were outstanding at the year end for a period of more than six months fromthe date they became payable" The above comment pertains only to the outstandingamount of Provident Fund contribution of Rs.5.16 Lacs for the period August 2017 to August2018. Your management would like to clarify that the said Provident Fund dues pertain tothe In-shop Demonstrators previously employed by the Company for whom the UniversalAccount Number (UAN) could not be generated due to either non-availability of AADHAR no.or mismatch in the AADHAR and PAN details. The Company had attempted to pay the aforesaidpending Provident Fund Contribution by depositing a demand draft to and in favour ofEmployees' Provident Fund Organisation (EPFO) along with necessary details however EPFOreturned the said demand draft due to their technical problems. Your Company has alreadywritten to Regional Provident Fund Commissioner and re-submitting a demand draft onceagain with EPFO to close this pendency at the earliest.

Cost Auditors:

Pursuant to the provisions of the Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 amended from time to time the Board ofDirectors of the Company on the recommendation of Audit Committee has appointed Mr.Suresh D. Shenoy Cost Accountant (Firm Registration No. 102173 with the Institute of CostAccountants of India) as the Cost Auditor of the Company for the financial year 2020-2021.The remuneration of Cost Auditor needs to be approved by the members of the Company. TheBoard recommends passing of the resolution for the same.

Secretarial Auditors:

M/s. Ragini Chokshi & Co. Practicing Company Secretaries (Firm Registration No.92897 with the Institute of Company Secretaries of India) was appointed to conduct thesecretarial audit of the Company for the financial year 2019-2020 as required underSection 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 amended from time to time. TheSecretarial Audit Report for financial year ended March 31 2020 is annexed herewithmarked as Annexure - D to this Board Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the financial year 2019-2020 for all applicablecompliances as per Securities and Exchange Board of India Regulations andcirculars/guidelines issued thereunder. The Annual Secretarial Compliance Report will besubmitted to the stock exchanges in compliance with the SEBI Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19 2020 as amended from time to time.

Reporting of Frauds by Auditors:

During the year under review the Statutory Auditor the Secretarial Auditor the CostAuditor have not reported any instances of frauds committed in the Company by its officersor employees to the Audit Committee under Section 143(12) of the Companies Act 2013.

Disclosures:

Meetings of the Board

The Board met (4) four times during the year and other details of meetings of the Boardof Directors of the Company held during the financial year / tenure and the attendance ofDirectors forms part of the Corporate Governance Report.

Audit Committee

The Audit Committee comprises of Mr. Carlton Pereira Chairman Mr. Ra que Malik andMr. Arvind Sharma as the members.

All the members of the Audit Committee are independent directors.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Ra que Malik Chairman Mr.Carlton Pereira and Ms. Mohita Arora as the member.

Mrs. Sujata Deshmukh has resigned from the directorship of the Company with effect fromclose of business hours on January 09 2020 and consequently ceased to be member of theNomination & Remuneration Committee.

All the members of the Nomination and Remuneration Committee are independent directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Ra que Malik ChairmanMr. Gulu Mirchandani Mr. Vijay Mansukhani and Ms. Mohita Arora as the members.

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of Mr. Gulu Mirchandani Chairman Mr. Vijay Mansukhani andMr. Ra que Malik as the members. The details of Committee meetings held during the yearunder review are provided in the Corporate Governance Report.

Whistle Blower Policy/ Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior your Company has adopted a Vigil Mechanism/Whistle Blower Policy. The aim of the policy is to provide adequate safeguards againstvictimization of whistle blower who avails of the mechanism and is also provided directaccess to the Chairman of the Audit Committee in appropriate or exceptional cases.

Accordingly ‘Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Chairman of theAudit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

The policy has also been uploaded on the website of Company i.e.www.onida.com/policies.

Code of Conduct for Prevention of Insider Trading:

The Board of Directors of the Company has amended and adopted the ‘Code forInsider Trading & Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'("Code") as formulated under Securities and Exchange of India (Prohibition ofInsider Trading) Regulations 2015 and Securities and Exchange of India (Prohibition ofInsider Trading) (Amendment) Regulations 2018. The Insider Trading Policy of the Companylaid down the guidelines and procedure to be followed and disclosures to be made whiledealing with the shares of the Company. The policy has been formulated to regulatemonitor and ensure reporting of dealings by employees of the Company. The Insider TradingPolicy of the Company as amended from time to time is available on the website of theCompany i.e. www.onida.com.

Particulars of Loan given Investment made Guarantee given and Securities provided bythe Company

Particulars of loans given investments made and guarantees given along with thepurpose for which the loan or guarantee is proposed to be utilized by the recipient underthe provisions of Section 186 of the Companies Act 2013 read with the Companies (Meetingsof Board and its Powers) Rules 2014 amended from time to time are provided in therespective notes in the financial statement.

Significant and Material order passed by the Regulatory or Courts

There were no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its future operation.

Material changes and commitments affecting financial position between end of thefinancial year and date of this report

There were no material changes and commitments affecting financial position of theCompany during the period between end of the financial year and date of this Board Report.

Listing Fees

The equity shares of the Company are listed on BSE Limited and National Stock Exchangeof India Limited. The Listing fees for the financial year 2020-2021 for both the stockexchanges will be paid before the due date.

Information under Regulation 34(3) read with Schedule V to the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015

Pursuant to Regulation 34(3) read with Schedule V to the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 (includingany statutory modification and re-enactment thereof till date) the details of the shareslying with the Company in Unclaimed Suspense Account as on March 31 2020 is as under:

Sr. No. Description No. of Shareholders No. of Shares
1 Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the beginning of the financial year 4669 100105
2 Number of shareholders who approached issuer for transfer of shares from unclaimed suspense account during the financial year 2 20
3 Number of shareholders to whom shares were transferred from unclaimed suspense account during the financial year 2 20
4 Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the end of the financial year 4667 100085

All the unclaimed shares are credited to a Demat Unclaimed Suspense Account and all thecorporate benefits in terms of securities accruing on these unclaimed shares shall becredited to such account. The voting rights on these shares shall remain frozen till therightful owner of such shares claims the shares.

Transfer of Unpaid and Unclaimed Dividend

Pursuant to provisions of the Section 124 of the Companies Act 2013 your Company didnot have any funds as lying unpaid or unclaimed dividend for a period of seven (7) years.Therefore there were no funds which were required to be transferred to Investor Educationand Protection Fund (IEPF) established by the Central Government pursuant to provisions ofthe Section 125 of the Companies Act 2013.

Transfer of Shares to the Investor Education and Protection Funds

Pursuant to the provisions of Section 124(6) of the Companies Act 2013 and theInvestor Education and Protection Fund Authority (Accounting Auditing Transfer andRefund) Rules 2016 which have come into effect from September 07 2016 the shares onwhich dividend has not been paid or claimed for seven consecutive years or more then suchshares have to be transferred to IEPF. During the year your Company did not have anyequity shares which were required to be transferred to Investor Education and ProtectionFund (IEPF).

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification and re-enactment thereof till date) the disclosures pertainingto the remuneration and other details as required is appended as Annexure - E tothis Board Report.

A statement containing the names of every employee employed throughout the financialyear and in receipt of remuneration of Rs. 1.02 crore or more or employed for part of theyear and in receipt of Rs. 8.5 lakh or more per month under Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification and re-enactment thereof till date) is available for theinspection at the registered office of the Company.

Having regard to the provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report excluding the aforesaid information is being sent to themembers of the Company. Any member interested in obtaining such information may write tothe Company Secretary of the Company and the same will be furnished to them.

Internal Control System

The Company has adequate internal control system commensurate with its size andbusiness. The Internal Auditors of the Company reviewed that all the financialtransactions of the Company are in line with the compliance of laws policies andprocedures and have been correctly recorded and reported. The Internal Audit is conductedon regular basis and the reports are submitted to the Audit Committee at their quarterlymeetings. The Audit Committee actively reviews the adequacy and effectiveness of theinternal control system and suggests improvements to strengthen the same.

Research and Development

The Company recognizes that a vigorously intelligent research initiative enables notonly cost reduction through effective process improvement but also value-addition throughsustained innovative and customized products in line with customer requirements.

The Company is proud to have a team of dedicated engineers at the ONIDA Research andDevelopment Centres in Mumbai and Shenzhen (China) who facilitate in makingstate-of-the-art technology products satisfying customer expectations.

This team conducts research in the areas of: ? Embedded Software.

? Industrial Design. ? Mechanical Design. ? Electrical CircuitDesign.

Conservation of Energy Technological Absorption Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 andamended from time to time are set out in the Annexure - F. Environment

The E-Waste (Management) Rules 2016 (hereinafter referred to as "E-WasteRules") are in force. As per the E-Waste Rules all producers have to meet ExtendedProducer Responsibility (EPR) along with the defined targets. As per E-Waste Rules allproducers have to make EPR Authorisation Application to Central Pollution Control Board(CPCB). The Company has a tie up with authorised recyclers for recycling the electronicwaste.

The details of E-Waste along with collection centres and pick up facility have beenuploaded on the website of the Company. The Company appeals to all stakeholders to disposeall End of Life (EOL) products through Company's authorized recyclers. The requireddetails are available on the website of the Company viz. www.onida.com.

The manufacturing plant situated at Wada Maharashtra has more than 10 acres of GreenCover with more than 1500 plants and trees. The Company makes all out efforts formaintaining such Green cover and supports the prevailing environmental issues.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions / events on these items during the yearunder review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Neither the Managing Director nor the Whole-Time Directors of the Company receiveany remuneration or commission from any of its subsidiary.

Prevention of Sexual Harassment:

Your Company recognizes its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination. In Compliance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 the Company has put in place a Policy on prevention of Sexual Harassment of Women atworkplace is available on the website of the Company i.e. www.onida.com and has dulyconstituted an Internal Complaints Committee under the same.

Your Directors further state that during the year under review there were no casefiled under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Acknowledgement:

Your Directors take this opportunity to thank the customers vendors investorsmembers and bankers of the Company for their continued support during the year and alsoplace on record their appreciation to the contribution made by the employees of theCompany at all levels.

Your Directors also thank the Government of India particularly the Income TaxDepartment Ministry of Commerce Ministry of Finance Ministry of Corporate Affairs theReserve Bank of India the State Governments and other government agencies for the supportand look forward for the continued support from them in the future.

For and on behalf of the Board of Directors

Gulu Mirchandani Chairman and Managing Director DIN:00026664

Place : Mumbai Date : June 26 2020

ANNEXURE TO THE DIRECTORS' REPORT

Annexure-A Disclosure under Section 62 of the Companies Act 2013 Rule 12 of theCompanies (Share Capital and Debentures) Rules 2014 and SEBI (Share Based EmployeeBenefits) Regulations 2014 for the year ended March 31 2020

The objective of the MIRC- ESOS 2017 is to provide an incentive to attract retain andreward employees performing services as well as to motivate them to contribute to thegrowth and profitability of the Company. The Company also intends to use this scheme toattract and retain talent in the Company. The Company views employee stock options asinstruments that would enable the employees to share the value they create for the Companyin the years to come.

The following table sets forth the particulars of the options granted under MIRC- ESOS2017:

Sr. No. Particulars Remarks
1. Total Number of Options under the plan Up to 9811710
2. Options Granted (during the year) Nil
3. Options Vested (during the year) Nil
4. Options exercised (during the year) Nil
5. Total number of shares arising as a result of exercise of option Nil
6. Options lapsed (during the year) Nil
7. The exercise price The exercise price shall be closing market price of the shares listed on the recognized stock exchanges prior to the Grant Date or as may be determined by the Board. In any event the exercise price shall not be less than the face value of one equity Share of the Company when the options are granted.
8. Variation of terms of options None
9. Money realized by exercise of options Nil
10. Total number of options in force (as on end of the year) Nil
11. Employee wise details of options granted to:
(i) Senior Management (including key managerial personnel) Nil
(ii) any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year; Nil
(iii) identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; Nil
12. Diluted Earnings per share pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 ‘Earnings per Share' N.A.
13. Pro Forma Adjusted Net Income and Earning Per Share Net Income N.A.
Add: Intrinsic Value Compensation Cost
Less: Fair Value Compensation Cost
Adjusted Pro Forma Net Income
Earning Per Share: Basic
As Reported
Adjusted Pro Forms
Earning Per Share: Diluted
As Reported
Adjusted Pro Forms

For and on behalf of the Board of Directors MIRC Electronics Limited

Gulu Mirchandani Chairman and Managing Director DIN: 00026664

Place: Mumbai Date: June 26 2020

Form No. 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]

I. REGISTRATION AND OTHER DETAILS:
i) CIN L32300MH1981PLC023637
ii) Registration Date 01.01.1981
iii) Name of the Company MIRC Electronics Limited
iv) Category / Sub-Category of the Company Listed Public Company Limted by Shares
v) Address of the Registered office and contact details Onida House G-1 MIDC Mahakali Caves Road Andheri (East)
Mumbai - 400 093.
Ph. : 022-6697 5777
Email ID: investors@onida.com
vi) Whether listed company Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any Link Intime India Pvt. Ltd.
C-101 247 Park LBS Marg Vikhroli (West) Mumbai:– 400 083
Ph.: 022-25946970-78
Email ID: rnt.helpdesk@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. No. Name and Description of main products / services *NIC Code of the Product/ service ** % to total turnover of the company
1 Display Devices 264 33.29%
2 Air Conditioners 264 44.03%
3 Washing Machines 264 20.52%

* As per National Industrial Classification-2008 Ministry of Statistics and Programmeimplementation. ** On the basis of Total Turnover (Including other income).

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES - N.A.

Sr. No. NAME OF THE COMPANY ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held Applicable Section
N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding -:

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% of Total Shares % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total
A. Promoters
(1) Indian
a) Individual/HUF 80316570 0 80316570 34.78 81366570 0 81366570 35.23 0.45
b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt (s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 27700901 0 27700901 11.99 27700901 0 27700901 11.99 0.00
e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other-(Family Trust) 14175167 0 14175167 6.14 14175167 0 14175167 6.14 0.00
Sub-total (A) (1) 122192638 0 122192638 52.91 123242638 0 123242638 53.36 0.45
(2) Foreign
a) NRIs - 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 Corp. 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 Promoter (A)=(A)(1)+(A) (2) 122192638 0 122192638 52.91 123242638 0 123242638 53.36 0.45
B. Public Shareholding
1. Institutions
a) Mutual Funds/UTI 700 1000 1700 0.00 700 1000 1700 0.00 0.00
b) Banks / FI 191887 145 192032 0.08 17201 145 17346 0.01 -0.08
c) Central Govt/ State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
f) FIIs/FFIs/FPIs 3415446 0 3415446 1.48 3225993 0 3225993 1.40 -0.08
g) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
h) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B) (1) 3608033 1145 3609178 1.56 3243894 1145 3245039 1.41 -0.16
2. Non-Institutions
a) Bodies Corp.
i) Indian 33328639 4080 33332719 14.43 26840621 4080 26844701 11.62 -2.81
ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 36360731 3046941 39407672 17.06 39508750 2866357 42375107 18.35 1.28
ii) Individual shareholders holding nominal share capital in excess of 25167548 0 25167548 10.90 28975254 0 28975254 12.55 1.65
Rs. 1 lakh
c) Others (specify)
Clearing Members 627925 0 627925 0.27 318323 0 318323 0.14 -0.13
Non-resident Indians 1009735 8 1009743 0.44 1116762 8 1116770 0.48 0.05
Trusts 7010 0 7010 0.00 7010 0 7010 0.00 0.00
Hindu Undivided family 3746998 0 3746998 1.62 3008803 0 3008803 1.30 -0.32
IEPF 1813204 0 1813204 0.79 1804784 0 1804784 0.78 0.00
NBFCs registered with RBI 37984 0 37984 0.02 14190 0 14190 0.01 -0.01
Sub-total (B)(2):- 102099774 3051029 105150803 45.53 101594497 2870445 104464942 45.23 -0.30
Total Public Shareholding (B)=(B)(1)+(B)(2) 105707807 3052174 108759981 47.09 104838391 2871590 107709981 46.64 -0.45
C. Shares held by Custodian for GDRs & 0 0 0 0.00 0 0 0 0.00 0.00
ADRs
Grand Total (A+B+C) 227900445 3052174 230952619 100.00 228081029 2871590 230952619 100.00 0.00

ii) Shareholding of Promoters -:

Sr. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share holding during the year
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares
1 Mr. Gulu L. Mirchandani 46395753 20.09 0.00 47095753 20.39 0.00 0.30
2 Mr. Kaval G. Mirchandani 49300 0.02 0.00 49300 0.02 0.00 0.00
3 Mr. Sasha G. Mirchandani 6093 0.00 0.00 6093 0.00 0.00 0.00
4 Mrs. Gita G. Mirchandani 7879650 3.41 0.49 7879650 3.41 0.49 0.00
5 Mr. Vijay Mansukhani 25985774 11.25 0.00 26335774 11.40 0.00 0.15
6 IIFL Investment Adviser & 14175167 6.14 6.14 14175167 6.14 6.14 0.00
Trustee Services Ltd. (Formerly
IIFL Trustee Services Ltd.) :-
Trustee for Tamarind Family
Private Trust
7 Gulita Securities Limited 27227372 11.79 11.79 27227372 11.79 11.79 0.00
8 Adino Electronics Limited 473529 0.21 0.00 473529 0.21 0.00 0.00
Total 122192638 52.91 18.41 123242638 53.36 18.41 0.45

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

Sr. No. Particulars

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
1 Mr. Gulu L. Mirchandani
At the beginning of the year 46395753 20.09 46395753 20.09
Transaction during the year:
Transfer - Dec 31 2019 700000 0.30 47095753 20.39
At the End of the year 47095753 20.39
2 Mr. Vijay Mansukhani
At the beginning of the year 25985774 11.25 25985774 11.25
Transaction during the year:
Transfer - Dec 31 2019 350000 0.15 26335774 11.40
At the End of the year 26335774 11.40

Note:- There is no change in the shareholding of Promoters and Promoters Group exceptin Mr. Gulu L. Mirchandani and Mr. Vijay Mansukhani as mentioned above in the F.Y.2019-20.

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

Sr. No. For Each of the Top 10 Shareholders

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
1 Bennett Coleman And Company Limited
At the beginning of the year 15351223 6.65 15351223 6.65
Transaction during the year:
NIL 0 0.00 15351223 6.65
At the End of the year 15351223 6.65
2 Adonis Electronics Pvt Ltd
At the beginning of the year 4698465 2.03 4698465 2.03
Transaction during the year:
Transfer on 12 Jul 2019 (10000) 0.00 4688465 2.03
Transfer on 19 Jul 2019 (23020) -0.01 4665445 2.02
Transfer on 27 Dec 2019 (1050000) -0.45 3615445 1.57
At the End of the year 3615445 1.57
3 Hypnos Fund Limited
At the beginning of the year 3225993 1.40 3225993 1.40
Transaction during the year:
NIL 0 0.00 3225993 1.40
At the End of the year 3225993 1.40
4 Mr. Ashish Kacholia
At the beginning of the year 8075000 3.50 8075000 3.50
Transaction during the year:
Transfer 30 Aug 2019 (1150000) -0.50 6925000 3.00
Transfer 13 Sep 2019 (149426) -0.06 6775574 2.93
Transfer 20 Sep 2019 (775574) -0.34 6000000 2.60
Transfer 27 Sep 2019 (522721) -0.23 5477279 2.37
Transfer 30 Sep 2019 (477279) -0.21 5000000 2.16
Transfer 04 Oct 2019 (500000) -0.22 4500000 1.95
Transfer 11 Oct 2019 (500000) -0.22 4000000 1.73
Transfer 18 Oct 2019 (500000) -0.22 3500000 1.52
Transfer 31 Dec 2019 (130227) -0.06 3369773 1.46
Transfer 03 Jan 2020 (369773) -0.16 3000000 1.30
At the End of the year 3000000 1.30
5 Bengal Finance & Investment Pvt. Ltd.
At the beginning of the year 7954853 3.44 7954853 3.44
Transaction during the year:
Transfer 05 Apr 2019 (374) 0.00 7954479 3.44
Transfer 31 May 2019 (371723) -0.16 7582756 3.28
Transfer 13 Sep 2019 (582756) -0.25 7000000 3.03
Transfer 20 Sep 2019 (500000) -0.22 6500000 2.81
Transfer 27 Sep 2019 (1000000) -0.43 5500000 2.38
Transfer 04 Oct 2019 (779450) -0.34 4720550 2.04
Transfer 11 Oct 2019 (220550) -0.10 4500000 1.95
Transfer 25 Oct 2019 (307330) -0.13 4192670 1.82
Transfer 01 Nov 2019 (589544) -0.26 3603126 1.56
Transfer 08 Nov 2019 (103126) -0.04 3500000 1.52
Transfer 10 Jan 2020 (500000) -0.22 3000000 1.30
At the End of the year 3000000 1.30
6 Sankaranarayanan Sangameswaran
At the beginning of the year 2265482 0.98 2265482 0.98
Transaction during the year:
NIL 0 0.00 2265482 0.98
At the End of the year 2265482 0.98
7 Mr. Shashank S Khade
At the beginning of the year 1735136 0.75 1735136 0.75
Transaction during the year:
Transfer 26 Jul 2019 93000 0.04 1828136 0.79
Transfer 02 Aug 2019 20500 0.01 1848636 0.80
Transfer 09 Aug 2019 61267 0.03 1909903 0.83
Transfer 06 Sep 2019 25000 0.01 1934903 0.84
Transfer 30 Sep 2019 24000 0.01 1958903 0.85
Transfer 04 Oct 2019 141000 0.06 2099903 0.91
Transfer 11 Oct 2019 6200 0.00 2106103 0.91
Transfer 18 Oct 2019 23749 0.01 2129852 0.92
At the End of the year 2129852 0.92
8 Investor Education and Protection Fund Authority
Ministry Of Corporate Affairs (IEPF)
At the beginning of the year 1813204 0.79 1813204 0.79
Transaction during the year:
Transfer during the year 8420 0.00 1804784 0.78
At the End of the year 1804784 0.78
9 Mr. Vikram Pratapbhai Kotak
At the beginning of the year 0 0.00 0 0.00
Transaction during the year:
Transfer 06 Sep 2019 400000 0.17 400000 0.17
Transfer 13 Sep 2019 30000 0.01 430000 0.19
Transfer 20 Sep 2019 80000 0.03 510000 0.22
Transfer 27 Sep 2019 40000 0.02 550000 0.24
Transfer 04 Oct 2019 100000 0.04 650000 0.28
Transfer 11 Oct 2019 25000 0.01 675000 0.29
Transfer 18 Oct 2019 75000 0.03 750000 0.32
Transfer 25 Oct 2019 50000 0.02 800000 0.35
Transfer 01 Nov 2019 100000 0.04 900000 0.39
Transfer 08 Nov 2019 20000 0.01 920000 0.40
Transfer 15 Nov 2019 50000 0.02 970000 0.42
Transfer 22 Nov 2019 2000 0.00 972000 0.42
Transfer 29 Nov 2019 8000 0.00 980000 0.42
Transfer 13 Dec 2019 10000 0.00 990000 0.43
Transfer 20 Dec 2019 45000 0.02 1035000 0.45
Transfer 27 Dec 2019 15000 0.01 1050000 0.45
Transfer 31 Dec 2019 50000 0.02 1100000 0.48
Transfer 03 Jan 2020 25000 0.01 1125000 0.49
Transfer 17 Jan 2020 15000 0.01 1140000 0.49
Transfer 24 Jan 2020 60000 0.03 1200000 0.52
Transfer 07 Feb 2020 7786 0.00 1207786 0.52
Transfer 14 Feb 2020 92214 0.04 1300000 0.56
Transfer 21 Feb 2020 65000 0.03 1365000 0.59
Transfer 28 Feb 2020 70000 0.03 1435000 0.62
Transfer 06 Mar 2020 80000 0.03 1515000 0.66
Transfer 13 Mar 2020 20000 0.01 1535000 0.66
Transfer 27 Mar 2020 15000 0.01 1550000 0.67
Transfer 31 Mar 2020 75000 0.03 1625000 0.70
At the End of the year 1625000 0.70
10 Mr. Surya Prakash Heda
At the beginning of the year 537800 0.23 537800 0.23
Transaction during the year:
Transfer 26 Apr 2019 10000 0.00 547800 0.24
Transfer 03 May 2019 (5000) 0.00 542800 0.24
Transfer 10 May 2019 35000 0.02 577800 0.25
Transfer 17 May 2019 10000 0.00 587800 0.25
Transfer 24 May 2019 50000 0.02 637800 0.28
Transfer 31 May 2019 (57800) -0.03 580000 0.25
Transfer 07 Jun 2019 30679 0.01 610679 0.26
Transfer 21 Jun 2019 24321 0.01 635000 0.27
Transfer 29 Jun 2019 10000 0.00 645000 0.28
Transfer 05 Jul 2019 5000 0.00 650000 0.28
Transfer 02 Aug 2019 60000 0.03 710000 0.31
Transfer 27 Sep 2019 45000 0.02 755000 0.33
Transfer 04 Oct 2019 95000 0.04 850000 0.37
Transfer 11 Oct 2019 60000 0.03 910000 0.39
Transfer 18 Oct 2019 30000 0.01 940000 0.41
Transfer 25 Oct 2019 35000 0.02 975000 0.42
Transfer 01 Nov 2019 65000 0.03 1040000 0.45
Transfer 08 Nov 2019 75000 0.03 1115000 0.48
Transfer 15 Nov 2019 35000 0.02 1150000 0.50
Transfer 22 Nov 2019 10000 0.00 1160000 0.50
Transfer 06 Dec 2019 10000 0.00 1170000 0.51
Transfer 13 Dec 2019 5000 0.00 1175000 0.51
Transfer 20 Dec 2019 15000 0.01 1190000 0.52
Transfer 27 Dec 2019 27000 0.01 1217000 0.53
Transfer 31 Dec 2019 10000 0.00 1227000 0.53
Transfer 03 Jan 2020 (135500) -0.06 1091500 0.47
Transfer 10 Jan 2020 105454 0.05 1196954 0.52
Transfer 17 Jan 2020 (10454) 0.00 1186500 0.51
Transfer 24 Jan 2020 17000 0.01 1203500 0.52
Transfer 31 Jan 2020 (32000) -0.01 1171500 0.51
Transfer 07 Feb 2020 15000 0.01 1186500 0.51
Transfer 14 Feb 2020 30000 0.01 1216500 0.53
Transfer 21 Feb 2020 (10000) 0.00 1206500 0.52
Transfer 06 Mar 2020 20000 0.01 1226500 0.53
Transfer 13 Mar 2020 5000 0.00 1231500 0.53
Transfer 20 Mar 2020 20000 0.01 1251500 0.54
Transfer 27 Mar 2020 14003 0.01 1265503 0.55
Transfer 31 Mar 2020 35997 0.02 1301500 0.56
At the End of the year 1301500 0.56
11 Mr. Nisarg Ajaykumar Vakharia
At the beginning of the year 1000000 0.43 1000000 0.43
Transaction during the year:
NIL 0 0.00 1000000 0.43
At the End of the year 1000000 0.43
12 Mr. Mohammed Fayazuddin
At the beginning of the year 756833 0.33 756833 0.33
Transaction during the year:
NIL 0 0.00 756833 0.33
At the End of the year 756833 0.33

 

v) * Shareholding of Directors and Key Managerial Personnel:

Sr. No. For Each of the Directors & KMPs

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
1 Mr. Gulu L. Mirchandani - Chairman & Managing Director
At the beginning of the year 46395753 20.09 46395753 20.09
Transaction during the year:
Transfer - Dece 31 2019 700000 0.30 47095753 20.39
At the End of the year 47095753 20.39
2 Mr. Vijay J. Mansukhani - Managing Director
At the beginning of the year 25985774 11.25 25985774 11.25
Transaction during the year:
Transfer - Dece 31 2019 350000 0.15 26335774 11.40
At the End of the year 26335774 11.40
3 Mr. Kaval G. Mirchandani - Whole Time Director
At the beginning of the year 49300 0.02 49300 0.02
Transaction during the year:
NIL 0 0.00 49300 0.02
At the End of the year 49300 0.02
4 Mr. G. Sundar - Chief Executive Officer
At the beginning of the year 413000 0.18 413000 0.18
Transaction during the year:
NIL 0 0.00 413000 0.18
At the End of the year 413000 0.18

* Mr. Lokesh Sikka Whole-time Director Mr. Karthi Chandramouli Chief FinancialOfficer and Mr. Lalit Chendvankar Company Secretary do not hold any shares in theCompany.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 217918000 0 0 217918000
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 2421154 0 0 2421154
Total (i+ii+iii) 220339154 0 0 220339154
Change in Indebtedness during the financial year
Addition 0 0 0 -
Reduction (38659601) 0 0 (38659601)
Net Change (38659601) 0 0 (38659601)
Indebtedness at the end of the financial year
i) Principal Amount 179258399 0 0 179258399
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 5299067 0 0 5299067
Total (i+ii+iii) 184557466 0 0 184557466

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration

Name of MD/WTD/Manager

Mr. Gulu Mirchandani (Chairman & Managing Director) Mr. Vijay Mansukhani (Managing Director) Mr. Kaval Gulu Mirchandani (Whole Time Director) *Mr. Sanjay Munshi (Whole Time Director) till 13.02.20 **Mr. Lokesh Sikka (Whole Time Director) w.e.f. 13.02.20 Total Amount
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 8184000 11184000 3110172 5012766 423305 27914243
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 3039600 39600 32400 32400 557 3144557
(c) Profits in lieu of salary under Section 17(3) Income-tax Act 1961 0 0 0 0 0 -
Stock Option 0 0 0 0 0 -
Sweat Equity 0 0 0 0 0 -
Commission 0 0 0 0 0 -
- as % of profit 0 0 0 0 0 -
- others specify… 0 0 0 0 0 -
Others- Provident Fund 979200 979200 172800 269566 21151 2421917
Total (A) 12202800 12202800 3315372 5314732 445013 33480717
Ceiling as per the Act (Excluding retirements benefits) 12000000 12000000 12000000 12000000 12000000 -

Note:- Contribution to provident fund is excluded form the ceiling limit mentioned insection 196 197 read with Schedule V to the Companies Act 2013.

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration

Name of Directors

2 Independent Directors Mr. Ra que Malik (Independent Director) Mr. Carlton Pereira (Independent Director) Mr. Arvind Sharma (Independent Director) ***Ms. Sujata Deshmukh (Independent Director) till 09.01.20 Total Amount
Fee for attending board / committee meetings 230000 190000 160000 30000 610000
Commission - - - - -
Others - - - - -
Conveyance 7500 5500 4000 1000 18000
Total (1) 237500 195500 164000 31000 628000
Other Non-Executive Directors
Fee for attending board / committee meetings - - - - -
Commission - - - - -
Others please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) 237500 195500 164000 31000 628000
Total Managerial Remuneration
Overall Ceiling as per the Act (per Board & Committee Meeting) 100000 100000 100000 100000 -

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

Sr. No. Particulars of Remuneration

Key Managerial Personnel

Total
Mr. G. Sundar (Chief Executive Officer) ****Mr. Karthi Chandramouli (Chief Financial Officer) w.e.f. 14.08.19 Mr. Lalit Chendvankar (Company Secretary)
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act 1961 22603308 1978170 3156888 27738366
(b) Value of perquisites u/s 17(2) Income- Tax Act 1961 39600 - 32400 72000
(c) Profits in lieu of salary under Section 0 0 0 0
17(3) Income Tax Act 1961
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission 0 0 0 0
5 - as % of profit 0 0 0 0
- others specify… 0 0 0 0
Others - Provident Fund 705600 118258 95040 918898
Total 23348508 2096428 3284328 28729264

* Mr. Sanjay Munshi has resigned as a Whole Time Director of the Company with effectfrom the close of business hours on February 13 2020; ** Mr. Lokesh Sikka has beenappointed as an Additional and Whole Time Director of the Company with effect fromFebruary 13 2020; *** Ms. Sujata Deshmukh has resigned as a Independent Director of theCompany with effect from the close of business hours on January 09 2020; ****Mr. KarthiChandramouli has been appointed as a Chief Finaancial Officer of the Company with effectfrom August 14 2019.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties / punishment / compounding of offences under any sections ofthe Companies Act 2013 against the Company or its Directors or other Officers in defaultif any during the year.

ANNEXURE TO THE DIRECTORS' REPORT

Annexure-C-I

POLICY ON REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER SENIORMANAGEMENT EMPLOYEES

1. OBJECTIVES :

(i) The terms of appointment and remuneration of Managing Director ("MD")Whole Time Director ("WTD") Key Managerial Personnel ("KMPs") andSenior Management ("SMPs") shall be competitive in order to ensure that theCompany can attract and retain competent talent.

(ii) The remuneration Policy shall ensure that :

(a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors / KMPs and SMPs to run the Company successfully.

(b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

(c) Remuneration to Directors KMP and SMP involves a balance between fixed andvariable pay reflecting short and long term performance objectives and goals set by theCompany.

(d) Remuneration package is linked to the achievement of corporate performance targetsand a strong alignment of interest with stakeholders.

(e) The pay structures are appropriately aligned across levels in the Company.

2. APPLICABILITY:

(i) This Remuneration Policy shall apply to all existing and future appointmentagreements with Managing and Whole Time Directors KMPs and SMPs and also with theNon-Executive Directors.

(ii) The Remuneration Policy shall be subject to overall guidance of the Board ofDirectors.

(iii) Any change or amendment in the Companies Act 2013 ("Act") or theListing Agreement will prevail over this policy and will be applicable in so far from thedate of its notification or date specified therein.

3. DEFINITTIONS:

i) Employees Stock Option mean as defined in section 2 (37) of Companies Act 2013as ‘the option given to the Directors officers or employees of a Company or of itsholding company or subsidiary company or companies if any which gives such Directorsofficers or employees the benefit or right to purchase or to subscribe for the sharesof the Company at a future date at a predetermined price'

ii) Independent Director means a Director other than a Managing Director or aWhole-time Director or a Nominee Director—

(a) who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

(b) (i) who is or was not a promoter of the Company or its holding subsidiary orassociate Company; (ii) who is not related to promoters or Directors in the Company itsholding subsidiary or associate Company;

(c) who has or had no pecuniary relationship with the Company its holding subsidiaryor associate company or their promoters or Directors during the two immediatelypreceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with theCompany its holding subsidiary or associate company or their promoters or Directorsamounting to two per cent or more of its gross turnover or total income or fty lakh rupeesor such higher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

(e) who neither himself nor any of his relatives

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the Company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of

(A) a firm of auditors or company secretaries in practice or cost auditors of theCompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the Companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the Company; or

(iv) is a Chief Executive or Director by whatever name called of any non profitorganisation that receives twenty-five per cent or more of its receipts from the Companyany of its promoters Directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the Company; or

(v) is a material supplier service provider or customer or a lessor or lessee of theCompany;

vi) who is less than 21 years of age.

(f) who possesses such other qualifications as may be prescribed.

iii) Key Managerial Personnel means and includes:

(i) The Chief Executive Officer or the Managing Director or the Manager;

(ii) The Company secretary;

(ii) The Whole-time Director; and

(iv) The Chief Financial Officer.

iv) Non-Executive Director shall means director not in full time employment of theCompany.

v) Nomination and Remuneration Committee means Nomination and Remuneration Committee asdefined in Section 178 of the Companies Act 2013 consisting of three or more nonExecutive Directors out of which not less than an half shall be Independent Director.

vi) Remuneration means as defined in section 2 (78) of Companies Act 2013 ‘Anymoney or its equivalent given or passed to any person for services rendered by him andincludes perquisites as defined under the Income-tax Act 1961.'

vii) Senior Management means and includes a personnel of the Company who are members ofits core Management Team excluding the Board of Directors. This would also include allmembers of the management one level below the Executive Directors including all functionalheads.

viii) Whole-Time Director means and includes a director in the whole-time employment ofthe Company.

2.0 REMUNERATION POLICY:

CRITERIA FOR FIXING THE REMUNERATION TO MD / WTD NON EXECUTIVE DIRECTOR ANDINDEPENDENT DIRECTORS KMPS & SMPS.

1. Financial position of the Company

2. Remuneration or commission drawn by him from any other company.

3. Professional qualifications and experience of the individual concerned.

4. Industry's pay standards and pay structure data studies undertaken by consultancyfirm.

5. Attract and retaining talent and motivation for KMP/ SMP.

6. Special consideration for attracting top notch hi ier in case of KMP/SMP.

7. Past performance past remuneration and special accreditation or meritoriousperformance.

8. Bring a balance between the interest of the Company and the shareholder.

3.0 REMUNERATION TO MANAGING DIRECTOR / WHOLE TIME DIRECTOR:

(i) Remuneration to the MD and WTD shall be proposed by the Nomination and RemunerationCommittee ("NRC") and subsequently approved by the Board of Directors and theShareholders of the Company/Central Government whenever required.

(ii) Total remuneration for the MD and WTD shall comprise of the following :

(a) Salary (both fixed and variable salary based on Performance hiked incentive).

(b) Perquisites like House Rent Allowance Leave Travel Allowance Medical Expenses andSoft Furnishing Allowance etc.

(c) (i) Retirals contribution to Provident Fund Superannuation Fund and Gratuity andother funds (ii) Encashment of Leave at end of the tenure.

(d) Reimbursement or payment of all expenses incurred in connection and business of theCompany.

(e) Other perquisites (as may be recommended by the NRC and approved by the Board).

(f) The variable salary shall be in form of a Performance Bonus linked to theirindividual performance and also the performance of the Company and the individual as percriteria set by the NRC or the Company.

(g) The total remuneration to MD and WTD shall be in accordance with the provisions ofthe Companies Act 2013 and rules as amended from time to time.

(h) The Company shall enter into contract of service and for remuneration.

(i) If any Directors draws or receives directly or indirectly by way of remunerationany sums in excess of the limits prescribed by the Act or without prior sanction of theCentral Government where it is required he/she shall refund such sums to the Company anduntil such sums are refunded held in trust for the Company.

3.1 REMUNERATION TO NON EXECUTIVE DIRECTORS (NED) a) Non Independent

i) NEDs shall be entitled to such sitting fees as may be decided by the Board ofDirectors from time to time for attending the meeting of the Board and of the Committeethereof.

ii) NEDs shall also be entitled for payment of profit related or commission as up tothe limits prescribed in Section 197 of the Companies Act 2013 and approved by theShareholders from time to time.

b) Independent Directors (ID)

i) an IDs shall not be eligible for any Stock Options and may receive remunerationby way of fee provided under Section 197of the Companies Act 2013 reimbursement ofexpenses for participation in the Board and other meetings and profit related commissionas approved by the members.

ii) The NED and ID shall be paid all traveling and other expenses properly incurred bythem on attending and returning from meetings of the Board or any Committee thereof orGeneral Meeting or other connection with business of the Company.

3.2 REMUNERATION TO KEY MANAGERIAL PERSONNEL (KMP) & SENIOR MANAGERIAL PERSONNEL(SMP)

(i) Remuneration packages shall be designed in such manner that : (a) motivatesdelivery of key business strategies creates a strong performance – orientedenvironment and rewards achievement of the Company's objectives and goals over the shortand long term.

(b) attracts talent and high achievers in a competitive global market and remunerateexecutives fairly and responsibly.

(ii) Remuneration shall be competitive and shall include salary comprising of bothfixed and variable components performance incentives and other benefits such as retiralbenefits health care insurance and hospitalization benefits telephone reimbursementetc.

(iii) Remuneration shall be evaluated annually and annual increase shall be decidedconsidering the performance of the individual / and also of the Company. Industrypractices / trends companies which are similar in size and complexity to the Company.Benchmark information shall be obtained from recognized compensation service consultanciesshall also be given due consideration.

(iv) Remuneration can be reset at any time keeping with the meritious performance orfor special work assignment or recognition. Benchmark information shall be obtained fromrecognized compensation service consultancies and shall also be given due consideration.

(v) The remuneration to be paid to KMP/SMP shall be recommended by the NRC consideringrelevant qualification and experience of the individual as well as the prevailing marketcondition.

(vi) The NRC may consider to grant Stock Options to KMP and SMPs pursuant to a StockOption Plan adopted by the Company if any.

4.0 DIRECTOR AND OFFICERS LIABILITY INSURANCE:

(i) The Company may introduce and provide an insurance cover to Directors KMPs andSMPs for indemnifying them against any liability in respect of any negligence defaultmisfeasance breach of duty or breach of trust shall not be treated as a part ofremuneration paid to them. Provided that if such person is proved to be guilty the premiumpaid on such insurance shall be treated as part of remuneration.

(ii) The premium paid by the Company for such insurance cover called for Directors andOfficers Liability Insurance Policy taken for the above purpose shall be paid by theCompany without any charge to the Directors KMPs and SMPs.

5.0. DISCLOSURES:

The Company shall disclose the following in the Board's report and the FinancialStatements.

(a) In the Board's Report such particulars as are prescribed under the Companies Act2013 and rules made there under; and (b) In the Corporate Governance Report theparticulars as prescribed in Clause 49 of the Listing Agreement as amended from time totime.

6.0. DISSEMINATION:

The Company's Remuneration Policy shall be uploaded on its website.

CRITERIA FOR APPOINTMENT & EVALUATION OF EXECUTIVE DIRECTORS AND INDEPENDENTDIRECTORS

Purpose of this Policy

a) Boardconsistsofmemberswiththerangeofskillsandqualities to meet its primaryresponsibility for promoting the success of the Company in a way which ensures that theinterests of shareholders and stakeholders. Performance evaluation of Directors annuallywill help to know the effectiveness of the Board so as to enable the Board to dischargetheir functions and duties effectively.

b) To ensure compliance of the applicable provisions of the Companies Act 2013 andListing Agreement entered with the Stock Exchanges as amended from time to time

. i) As per section 178 of the Companies Act 2013 it is necessary to have anevaluation of the performance of each director.

ii) As per Clause 49(5) of the Listing Agreement as amended from time to time mandatesthat there has to be Evaluation criteria for performance evaluation of IndependentDirectors and shall be done by entire Board.

c) To adopt the best practices to manage and to give direction to the Company andachieve good Corporate Governance.

Process for reviews

The Nomination and Remuneration Committee shall adopt a Evaluation criteria forperformance evaluation of the Directors. The evaluation of performance of director shallbe carried by entire Board of Directors excluding the Director being evaluated. Theevaluation will be carried at least once a year. The evaluation will be carried out by aDirector or any other persons or professional agencies nominated by the Board.

Criteria and Evaluation of Executive Directors Independent Directors.

I. Executive Directors Criteria for Appointment

1) Executive Directors will be appointed based on the qualifications experienceskills and expertise on related matters.

2) The value addition and the contribution to the Company's vision and growth.

3) Favorable Industry reports and corporate standing and integrity and ability tomanage and motivate employees.

The following persons shall be not eligible to be appointed as Executive Director if:

1) He/She is disqualified to act as a Director under the provisions of Section 164(1)and other applicable provisions if any of the Companies Act 2013. If thedisqualification is subsequently removed then the said person shall be eligible to beappointed as Executive Director.

2) He/She does not satisfy to requirements as prescribed in Part I of Schedule V of theCompanies Act 2013. But the person who does not meet the criteria prescribed in Part I ofSchedule V to the Companies Act 2013 can be appointed as Executive Director if theapproval of Central Government is taken.

Evaluation

An annual appraisal/ evaluation of Executive Directors namely Managing Director andWhole Time Director shall be carried out by all the other Directors of the Company. TheCompany shall consider appropriate industry benchmarks and standards. The annualevaluation shall be carried out in the form of questionnaire as mentioned herein below tobe circulated among other Directors except the Executive Director being evaluated.

II. Independent Directors Criteria For Appointment

I. The Committee shall consider the following factors while appointing a person as anIndependent Director on the Board:

1. Integrity and relevant expertise and experience.

2. Requisite qualification so that he/she will exercise his/her role effectively.

3. Have an expert knowledge in field of the Company where the Company operates andshall provide his/her suggestions to the Board members of the Company to arrive at finaldecision which is in the best interest of the Company.

4. Not be a promoter or related to promoter of the Company or its holding subsidiaryor associate company;

5. Must not have any material pecuniary relationship during the two immediatelypreceding financial years or during the current financial year with the Company itsholding subsidiary or associate company or their promoters or directors.

6. The relatives of such person should not have had any pecuniary relationship ortransaction with the Company or its subsidiaries or associate company or their promotersor directors amounting to 2% or more of its gross turnover or total income or Rs. 50 lacsor such higher amount as may be prescribed whichever is less during the two immediatelypreceding financial years or in the current financial year;

7. He or his relatives must not:

(i) hold or has held the position of a Key Managerial Personnel or is or has beenemployee of the Company or its holding subsidiary or associate company in any of thethree financial years immediately preceeding the financial year in which he is proposed tobe appointed.

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of—

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the Companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the Company; or

(iv) is a Chief Executive or director by whatever name called of any non-profitorganization that receives 25% or more of its receipts from the Company any of itspromoters directors or its holding subsidiary or associate Company or that holds 2% ormore of the total voting power of the Company; or

(v) is not a material supplier service provider or customer or a lessor or lessee ofthe Company; or

(vi) is not less than 21 years of age.

8. Such person who is proposed to be appointed as Independent Director shall possessappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company's business.

9. Other important factors to be considered while appointment of Independent Directorsare as follows:

1. He/She understands the financial statements like balance sheet Statement of Profitand Loss and Cash flows.

2. He/She shall not be disqualified under Section 164 sub-section (1) and (2) of theCompanies Act 2013.

3. He/She shall give his/her declaration as provided in Section 149(7) of the CompaniesAct 2013.

Evaluation

An annual performance evaluation of an Independent Director shall be carried out by allother Directors at the end of the financial year in the form of questionnaire.

III. Non Executive and Non Independent Directors. Evaluation

An annual performance evaluation of an Non Executive Non Independent Director shall becarried out by all other Directors at the end of the financial year in the form ofquestionnaire.

IV. Board of Directors. Evaluation

Evaluation of Board of Directors shall be carried out in the form of questionnaire.

Separate meetings of the Independent Directors

The independent directors of the Company shall hold at least one meeting in a year: Theindependent directors in the meeting shall inter-alia:

1. review the performance of non-independent directors and the Board as a whole;

2. review the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors;

3. assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

Familiarization Programme for the Independent Director

The Company shall familiarize the Independent Directors with their rolesresponsibilities rights nature of the business in which the Company operates etc.through various programmes. The details of such familiarization programmes shall bedisclosed on the website of the Company and a web link thereto shall also be given in theAnnual Report.

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