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Misquita Engineering Ltd.

BSE: 542801 Sector: Engineering
NSE: N.A. ISIN Code: INE957W01025
BSE 00:00 | 22 Oct 27.10 -1.40
(-4.91%)
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NSE 05:30 | 01 Jan Misquita Engineering Ltd
OPEN 27.10
PREVIOUS CLOSE 28.50
VOLUME 4000
52-Week high 48.00
52-Week low 22.15
P/E 31.88
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 27.10
CLOSE 28.50
VOLUME 4000
52-Week high 48.00
52-Week low 22.15
P/E 31.88
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Misquita Engineering Ltd. (MISQUITAENGG) - Director Report

Company director report

To

The Members

Misquita Engineering Limited

Your Directors take pleasure in presenting the 22nd report on the businessand operations of your Company together with the Audited Financial Statements for the yearended 31st March 2020.

FINANCIAL HIGHLIGHT:

The financial performance of your Company for financial Year 2019-20 and 2018-19 issummarized as below:

Particular Year Ended On 31st March2020 Year Ended On 31st March2019
Total Revenue 68928542 76069594
Total Expenditure 62399830 71279371
Profit/(Loss) Before Exceptional Items and Tax 6528712 4790222
Less: Exceptional Items 0 0
Profit/(Loss) Before Tax 6528712 4790222
Less: Provision for Tax (1735885) (881856)
Profit/(Loss) after Tax 4792827 3908366
Earnings Per Equity Share (Face Value of 10)
Basic 1.94 1.74
Diluted 1.94 1.74

FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS:

During the year under review your Company has recorded total revenue of Rs. 6528712against Rs. 4790222 in the previous year. Profit before Taxation for the financial yearended 31st March 2020 increased to Rs. 6528712 as compared to Rs. 4790222 in theprevious year. Profit after Tax is Rs. 4792827 as compared to Rs. 3908366 in theprevious year.

There was no change in the nature of business of the company during the year.

The previous year figures have been restated rearranged regrouped and consolidatedto enable comparability of the current year figures of accounts with the relative previousyear's figures.

COVID-19 PANDEMIC:

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally.

a. Impact of Covid-19 on the Business

In today's globalized world there is hardly any place that has remained unaffected bythe Covid-19 Pandemic. Almost every commercial activity is suffering at the hands of theruthless Covid-1. Engineering sector which contributes substantially to the GDP of theCompany is one of the worst effected sectors due to the Covid-19 Pandemic. The EngineeringActivities of the Company as well as office were completely shut down in month ofApril-May due to Covid-19 Pandemic and the consequent lock down.

The functioning of overall operation of the Company has been affected. The variousrestrictions put in place by the Governments to control the effects of the virus maytrigger shortage of raw material and manpower disrupted supply chain further creatinghandicaps in performing contractual obligations. Implementation of the extension ofmoratorium on term loans instalments for a period of six months announced by RBI iswelcoming step and would provide some temporary relief in case of overall cash flow duringthis period.

We in due compliance to lockdown instructions by the Government on outbreak of pandemicCOVID-19 had also shut down our operation in the month of April and May 2020 thereforewe were neither able to nor had access to work during the lockdown period. Also Companywas expected to generate revenue from it but due to Covid-19 Company has not generatedthe expected revenue but at the same time Company has made expenses and the same isimpacting the turnover and profitability.

b. Possible Scenarios

COVID-19 will have an impact on many entities' business activities. The impact ofCOVID-19 on the entity's expectations about short- and medium-term performance thepossible effect on asset valuation and an entity's ability to continue as a going concernneed to be determined on a case-by-case basis. "Multiple scenarios may exist aboutthe potential impact of COVID-19 on an entity"

SHARE CAPITAL:

Equity Share Capital:

The authorised Share Capital of the Company as on the date of Balance sheet is Rs.30000000/- divided into 3000000 equity shares of Rs. 10/- each.

The Paid-up share Capital of the Company as on the date of Balance Sheet is Rs.26940000/- divided into 2694000 equity shares of Rs. 10/- each.

During the period under review the Paid-up Share Capital of the Company increased fromRs 22500000 to Rs. 26940000/- pursuant to the Initial Public Offer in the month ofOctober 2019. The Details of Initial Public Offer are as stated below:

Public issue of up to 716000 equity shares of face value of 10.00 each ("equityshares")of Misquita Engineering Limited (the "company" or the"issuer") for cash at a price of 27.00 per equity share including a sharepremium of 17.00 per equity share (the "issue price") aggregating to 193.32 lakh("the issue") comprising of a fresh issue of 444000 equity shares aggregatingTo 119.88 lakh (the "fresh issue") and an offer for sale of upto 272000 equityshares by the promoter selling shareholder ("offer for sale") aggregating to73.44 lakh

Sr. No Particulars No. of Shares Amount
1 Fresh Issue to Public 444000 4440000
2 Offer for Sale 272000 2720000

a. Initial Public Offering (IPO):

The company launched its initial public offering on 23rd September 2019 and theresponse was good. The shares were listed on 4th October 2019.The launch price was Rs 27and peaked at Rs 80 and currently trades at Rs 55.

Your Directors are glad to inform you that during the Financial Year 2019-20 yourCompany has entered into Securities market through Initial Public Offering (IPO). ThePublic Issue Comprised of fresh issue of 444000 Equity Shares of Rs.10/-each at apremium of Rs. 17/- per share aggregating to Rs.119.88 Lakhs and an offer for sale of272000 Equity Shares of Rs. 10/- each at a premium of Rs. 17/- each per shareaggregating to Rs. 73.44 Lakhs.

The Equity Shares of the Company are listed on BSE SME Platform w.e.f.04.10.2020.

b. Utilization of Issue Proceeds:

Sr. no Particulars Planned as per Prospectus Utilisation upto 31st March2020 Balance as at 31st March2020
1 Prepayment / repayment of certain debt facilities availed by our Company 2500000 2500000 -
2 Working Capital Requirement 4988000 4988000 -
3 Issue Expenses 4500000 4500000 -

Other Shares:

During the period under review the company has not issued any equity shares withdifferential rights sweat equity shares employee stock options and did not purchase itsown shares. Hence there is no information to be provided as required under Rule 4(4) Rule8(13) Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules2014 and Section 62 of the companies Act 2013 respectively.

OUTLOOK:

Indian consumer durables market is broadly segregated into urban and rural markets andis attracting marketers from all over the world. The sector comprises of a huge middleclass relatively large affluent class and a small economically disadvantaged class.Global corporations view India as one of the key markets from where future growth islikely to emerge. The growth in India's consumer market would be primarily driven by afavourable population composition and increasing disposable income.

Your company in order to diversify its revenue streams has planned to enter the solarpower sector. The Indian government had an initial target of 20 GW capacities for 2022which was achieved four years ahead of schedule.

In 2015 the target was raised to 100 GW of solar capacity [including 40GW from roof topsolar] to be achieved by 2022 with a target of US100 billion The installed capacityreached 33.730 GW by 31st December 2019 your Company also plans to enter thebusiness of Pharmaceuticals distribution both the projects will be located at the 1000square foot facility space belonging to the Company at Gera Imperium Star in Panjim Goa.

DIVIDEND:

In order to strengthen the financial position of the Company the Directors have notrecommended any dividend.

TRANSFER TO RESERVES:

The Company has transferred current year's profit of Rs. 4792827 to the Reserve &Surplus and the same is in compliance with the applicable provisions prescribed under theCompanies Act 2013.

HOLDING SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company does not have any holding subsidiary and associate Company.

 

PUBLIC DEPOSITS:

During the Financial Year 2019-20 under review the Company has neither invited noraccepted any public deposits within the meaning of Section 73 and 74 of the Companies Act2013 read with Companies (Acceptance of Deposit) Rules 2014. As such no specific detailsprescribed in Rule (8)(1) of the Companies (Accounts) Rules 2014 (as amended) areacquired to be given or provided.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT2013:

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review there is no Change in the nature of the business of theCompany.

LISTING OF THE COMPANY ON BSE SME PLATFORM:

The Company is now listed on the SME Platform of the BSE with effect from October 42019. At present the equity shares of the Company are listed on the followingStock Exchanges:

BSE Limited

Stock Code : 542801

P.J.Towers Dalal Street

Mumbai - 400 001

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No. INE957W01025 has been allotted for the Company. 100% of the Company'sPaid-up Share Capital is in dematerialized form as on 31st March 2020

CORPORATE INDENTIFICATION NUMBER:

The Company's CIN as allotted by the Ministry of Corporate Affairs ("MCA") isU74210GA1998PLC002537.

EXTRACT OF ANNUAL REPORT:

Pursuant to sub section 3(a) of Section134 and sub section (3) of Section 92of theCompanies Act 2013 read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 an extract of Annual Return as on March 31 2020 is annexed herewith in "Annexure-I"to this report.

PARTICULARS OF CONTRACT OR AGREEMENTS WITH RELATED PARTY:

During the year under review the transactions entered into by the Company with relatedparties as defined under the Act and the Listing Regulations were in the ordinary courseof Business and on arm's length basis.

Particulars of contracts or arrangements with related parties as required under Section134(3)(h) of the Act in the prescribed Form AOC-2 is given in ANNEXURE-IIof this Report.

Disclosure of transactions with related parties as required under the applicableAccounting Standards have been made in the notes forming part of the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under Regulation 34 read withSchedule V of the Listing Regulations forms part of this Annual Report as ANNEXURE-III.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise Platform (BSE SME PLATFORM)is exempted from provisions of corporate governance as per Regulation 15 of Securities andExchange Board of India (Listing Obligation and Disclosure Requirements) Regulation 2015.Hence no corporate governance report is disclosed in this Annual Report. It is Pertinentto mention that the Company follows Majority of the provisions of the corporate governancevoluntarily.

CORPORATE SOCIAL RESPONSIBILITY:

In view of the Regulation 15(1) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the provisions related toCorporate Governance as specified in

regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V are not applicable to the Company and hence the same is notgiven in the Report. However the Company continues to adheres the best practicesprevailing in Corporate Governance and follows the same in its true spirit.

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large.

a. Appointment and Resignation of Directors:

During the period under review following Directors have been Appointed on the Board ofthe Company.

Sr.no Name of the Director Designation Date of Appointment
1 Edgar Maximiano Do Rosario Cotta Additional Director 25.06.2019
2 Edgar Maximiano Do Rosario Cotta Independent Director 29.07.2019

Further During the period under review no Directors have resigned from the Company.

The Present Structure of the Board of Directors is as follows:

SR NO CATEGORY/ DESIGNATION NAME OF THE DIRECTOR
I) PROMOTER AND EXECUTIVE DIRECTOR
1 Chairman and Managing Director Thomas Constance Avinash Misquita
2 Whole Time Director Gail Lucia Misquita
3 Additional & Whole Time Director Desiderio Misquita w.e.f. 10.11.2020 (Appointment)
4 Whole Time Director Silvia Misquita (Resignation w.e.f. 10. 11.2020)
II) INDEPENDENT DIRECTOR
1 Independent Director Ravindra Raghu Mesta
2 Independent Director Noel Luizinho Quadros
3 Independent Director Edgar Maximiano Do Rosario Cotta

b. Retirement by Rotation

Mr. Avinash Misquita (DIN: 00060846) Managing Director of the Company is liable toretire by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. Your Directors recommends him for re-appointment.

Ms. Gail Lucia Misquita (DIN: 00060932) Whole Time Director of the Company is liableto retire by rotation at the forthcoming Annual General Meeting and being eligibleoffers herself for re-appointment. Your Directors recommends her for re-appointment.

DETAILS OF SHAREHOLDING OF THE BOARD OF DIRECTORS:

NAME OF THE DIRECTOR DESIGNATION NUMBER OF EQUITY SHARES HELD
Mr. Thomas Constance Avinash Misquita Managing Director 1277900 Shares
Ms. Gail Lucia Misquita Whole Time Director 300000 Shares
Ms. Silvia Misquita Whole Time Director 100 Shares

RESPONSIBILITIES AND FUNCTIONS OF THE BOARD OF DIRECTORS:

The Board of Directors of the listed entity shall have the following responsibilities:

(i) Disclosure of information:

a. Members of Board of Directors and key managerial personnel shall disclose to theBoard of directors whether they directly indirectly or on behalf of third parties havea material interest in any transaction or matter directly affecting the listed entity.

b. The Board of Directors and senior management shall conduct themselves so as tomeet the expectations of operational transparency to stakeholders while at the same timemaintaining confidentiality of information in order to foster a culture of gooddecision-making.

(ii) Key functions of the Board of Directors

a. Reviewing and guiding corporate strategy major plans of action risk policyannual budgets and business plans setting performance objectives monitoringimplementation and corporate performance and overseeing major capital expendituresacquisitions and divestments.

b. Monitoring the effectiveness of the listed entity's governance practices andmaking changes as needed.

c. Selecting compensating monitoring and when necessary replacing keymanagerial Personnel and overseeing succession planning.

d. Aligning key managerial personnel and remuneration of board of directors withthe longer-term interests of the listed entity and its shareholders.

e. Ensuring a transparent nomination process to the board of directors with thediversity of thought experience knowledge perspective and gender in the board ofDirectors.

f. Monitoring and managing potential conflicts of interest of management membersof the Board of

Directors and shareholders including misuse of corporate assets and abuse in relatedparty transactions.

g. Ensuring the integrity of the listed entity's accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for risk management financial and operational control andcompliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board of Director's evaluation framework.

(iii) Other responsibilities:

a. The Board of Directors shall provide strategic guidance to the listed entityensure effective monitoring of the management and shall be accountable to the listedentity and the shareholders. b. The Board of Directors shall set a corporateculture and the values by which executives throughout a group shall behave.

c. Members of the Board of Directors shall act on a fully informed basis in goodfaith with due diligence and care and in the best interest of the listed entity and theshareholders.

d. The Board of Directors shall encourage continuing directors training to ensurethat the members of

Board of Directors are kept up to date.

e. Where decisions of the Board of Directors may affect different shareholdergroups differently the

Board of Directors shall treat all shareholders fairly.

f. The Board of Directors shall maintain high ethical standards and shall take intoaccount the interests of stakeholders.

g. The Board of Directors shall exercise objective independent judgment oncorporate affairs.

h. The Board of Directors shall consider assigning a sufficient number of non-executive members of the

Board of Directors capable of exercising independent judgment to tasks where there is apotential for conflict of interest.

i. When committees of the Board of Directors are established their mandatecomposition and working procedures shall be well defined and disclosed by the Board ofDirectors.

j. Members of the Board of Directors shall be able to commit themselves effectivelyto their responsibilities.

k. In order to fulfill their responsibilities members of the Board of Directorsshall have access to accurate relevant and timely information.

l. The Board of Directors and senior management shall facilitate the independentDirectors to perform their role effectively as a member of the Board of Directors and alsoa member of a committee of Board of Directors.

 

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees.

The Nomination & Remuneration Committee identifies and ascertains the integrityqualification expertise and experience of the person for appointment as Director andensures that the candidate identified possesses adequate qualification expertise andexperience for the appointment as a Director.

The Nomination & Remuneration Committee ensures that the candidate proposed forappointment as Director is compliant with the provisions of the Companies Act 2013.

The candidate's appointment as recommended by the Nomination and Remuneration Committeerequires the approval of the Board.

In case of appointment of Independent Directors the Nomination and RemunerationCommittee satisfies itself with regard to the independent nature of the Directors vis--vis the Company so as to enable the Board to discharge its function and dutieseffectively.

The Nomination and Remuneration Committee ensures that the candidate identified forappointment as a Director is not disqualified for appointment under Section 164 of theCompanies Act 2013.

DISCLOSURES BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act.

INDEPENDENT DIRECTOR:

A separate meeting of the independent directors ("Annual ID Meeting") wasconvened which reviewed the performance of the Board (as a whole) the Non-IndependentDirectors and the Chairman. Post the Annual ID Meeting the collective feedback of each ofthe Independent Directors was discussed by the Chairperson with the Board coveringperformance of the Board as a whole performance of the Non-Independent Directors andperformance of the Board Chairman.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and there is no change in their status of Independence. As required under Section 149(7)of the Companies Act 2013.

MEETINGS OF BOARD 0F DIRECTORS:

During FY 2019-20 Twelve meetings of the Board of Directors were held on the followingdates:

Sr. No Date
1. 8th April 2019
2. 30th April 2019
3. 25th June 2019
4. 17th July 2019
5. 22nd July 2019
6. 2nd August 2019
7. 11th September 2019
8. 12th September2019
9. 30th September 2019
10. 18th December 2019
11. 29th January 2020
12. 24th March 2020
Name of Director Director Number Category Identification

Board Meetings

Held Attended
Thomas Constance Avinash Misquita 00060846 Managing Director 12 12
Gail Lucia Misquita 00060932 Whole Time Director 12 12
Silvia Misquita 00060946 Whole Time Director 12 11
Ravindra Raghu Mesta 07794423 Independent Director 12 11
Noel Luizinho Quadros 07794406 Independent Director 12 12
Edgar Maximiano Do Rosario Cotta 00124357 Independent 12 08

The intervening gap between the meetings was within the period prescribed under section173 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 relevant circulars notifications orders and amendments thereof.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and theListing Regulations the Board has carried out an annual performance evaluation of its ownperformance of individual Directors as well as the evaluation of the working of its allCommittees.

a. Independent Directors:

The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company. b. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:

1.In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

2.That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31stMarch 2020.

3.That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.

4.That the Directors have prepared the Annual Accounts on a going concern basis.

5.There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.

6.There are proper systems which have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

7.That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

KEY MANAGERIAL PERSONS:

The Present Composition of Key Managerial Personnel is as below:

Sr No Name Designation Date of Appointment Date of Resignation
1 Thomas Constance Avinash Misquita Managing Director 29.08.2017 -
2 Gail Lucia Misquita Whole time Director 29.08.2017 -
3 Desiderio Misquita Additional & Whole Time Director 10.11.2020 -
3 Silvia Misquita Whole time Director 29.08.2017 10.11.2020
4 Gail Lucia Misquita Chief Financial Officer 29.08.2017 -
5 Bhawini Surana Company Secretary and Compliance Officer 01.02.2019 -

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD 0F DIRECTORS:

a. Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY

NUMBER OF MEETINGS

Held Attended
Ravindra Raghu Mesta Independent Director Chairman 2 2
Noel Luizinho Quadros Independent Director Member 2 2
Edgar Maximiano Do Rosario Cotta Independent Director Member 2 2

 

Powers of Audit Committee:

The Audit Committee shall have powers including the following:

a. To investigate any activity within its terms of reference;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice; and

d. To secure attendance of outsiders with relevant expertise if it considersnecessary.

Role of Audit Committee:

The role of the Audit Committee shall include the following:

a.oversight of the listed entity's financial reporting process and the disclosureof its financial information to ensure that the financial statement is correct sufficientand credible;

b.recommendation or appointment remuneration and terms of appointment of auditorsof the listed entity;

c. approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

d.reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

e.matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act2013; changes if any in accounting policies and practices and reasonsfor the same; major accounting entries involving estimates based on the exercise ofjudgment by management; significant adjustments made in the financial statementsarising out of audit findings; compliance with listing and other legal requirementsrelating to financial statements; disclosure of any related party transactions; modifiedopinion(s) in the draft audit report;

f. reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

g.reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;

h. reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

i. approval or any subsequent modification of transactions of the listed entitywith related parties; j. scrutiny of inter-corporate loans and investments;

k.valuation of undertakings or assets of the listed entity wherever it isnecessary;

l. evaluation of internal financial controls and risk management systems;

m. reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

n.reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

o.discussion with internal auditors of any significant findings and follow upthereon;

p.reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting them to the board;

q.discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post- audit discussion to ascertain any area of concern;

r. to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

s. to review the functioning of the whistle blower mechanism;

t. approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

u.carrying out any other function as is mentioned in the terms of reference of theaudit committee.

Further the Audit Committee shall mandatorily review the following information: managementdiscussion and analysis of financial condition and results of operations; statementof significant related party transactions (as defined by the audit committee) submittedby management; management letters / letters of internal control weaknesses issuedby the statutory auditors; internal audit reports relating to internal controlweaknesses; and the appointment removal and terms of remuneration of the chiefinternal auditor shall be subject to review by the audit committee.

statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1);

(b) annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32 (7).

 

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin conformity with the provisions of the said Section.

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY

NUMBER OF MEETINGS

Held Attended
Edgar Maximiano Do Rosario Cotta Independent Director Chairman 1 1
Noel Luizinho Quadros Independent Director Member 1 1
Ravindra Raghu Mesta Independent Director Member 1 1

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

Formulation of the criteria for determining the qualifications positive attributes andindependence of Director;

Devising a policy on Board diversity;

Formulation of Remuneration policy;

Review the structure size and composition of the Board;

Identifying and selection of candidates for appointment as Directors;

Identifying potential individuals for appointment as Key Managerial Personnel andSenior Management;

Formulation of criteria for evaluation of Independent Directors and the Board. c.Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis in conformity with the provisions of the said section.

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY

NUMBER OF MEETINGS

Held Attended
Noel Luizinho Quadros Independent Director Chairman 1 1
Ravindra Raghu Mesta Independent Director Member 1 1
Edgar Maximiano Do Rosario Cotta Independent Director Member 1 1

The Company Secretary of the Company shall act as the Secretary of the Stakeholders'Relationship

Committee. Set forth below are the terms of reference of our Stakeholders' RelationshipCommittee.

To look into the redressal of grievances of shareholders debenture holders and othersecurity holders;

To investigate complaints relating to allotment of shares approval of transfer ortransmission of shares;

To consider and resolve the grievances of the security holders of the company includingcomplaints related to transfer of shares non-receipt of annual report non-receipt ofdeclared dividends; and

To carry out any other function as prescribed under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as and when amended from time to time."

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2020 are NIL.

Compliance Officer:

Ms. Bhawini Surana is the compliance Officer of the Company for the above.

AUDITORS:

a. Statutory Auditors:

Pursuant to the provisions of Section 139 and 142 and other applicable provisions ifany of the Companies Act 2013 and rules circulars notifications made/issued thereunder including any amendments modification variation or re-enactment thereof M/SGupta Agarwal & Associates Chartered Accountant bearing Firm Registration No.329001E is appointed as the Statutory Auditors of the Company who shall hold the officefor a term of One Year from the conclusion of the Annual General Meeting to be held onFriday 18th December 2020.

b. Secretarial Auditor:

The Company got listed on BSE SME Platform on 4th October 2019 and asrequired under section 204(1) of the Companies Act 2013 and Rules made there under theCompany has appointed Mr. Jaymin Modi Prop. of M/s. Jaymin Modi & Co. CompanySecretary as Secretarial Auditor of the Company for the period from 4thOctober 2019 till 31st March 2020. The Secretarial Audit Report forms part of the AnnualReport.

The Copy of Secretarial Audit Report for the period from 4th October2019till 31st March 2020 issued by Mr. Jaymin Modi Company Secretary in Practice has beenattached and marked as Annexure IV. The Secretarial Auditors' Report for the periodfrom 4th October 2019 till 31st March 2020 does not contain anyqualification reservation or adverse remark.

Further Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company have appointed M/s Brijesh Shah & Co. Practicing CompanySecretaries Mumbai to conduct the Secretarial Audit for the financial year 2020-2021

c. Internal Auditor:

Pursuant to the Provisions of Section 138 of the Companies Act 2013 read with Rule 13of the Companies (Accounts) Rules 2014 and other applicable provisions if any of theCompanies Act 2013 the consent of the Board of Directors be and is hereby accorded forthe appointment of M/s Yogesh Bhuva & Co. (FRN No : 151897W) as the Internal Auditorof the Company for the Financial Year 2020-21 at such remuneration as may be mutuallyagreed upon between the Board of Directors of the Company and Internal Auditor.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale and complexity of its operations as approved by theAudit Committee and the Board. The Internal Financial Controls are adequate and workingeffectively. The scope and authority of the Internal Audit is laid down by the AuditCommittee and accordingly the Internal Audit Plan is laid out to maintain its objectivityand independence the Internal Auditors reports to the Chairman of the Audit Committee ofthe Board.

The Internal Auditors monitors and evaluates the efficiency and adequacy of internalcontrol system in the Company. Based on the report of internal audit processowners/concerned departments undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT:

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the CompaniesAct 2013 the Board has developed Internal Finance Control Policy to identify andmitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015pertaining to Risk Management Committee are not applicable to the company.

CODE OF CONDUCT:

Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company and the same has beenplaced on Company's website (www.misquitaengg.com).

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Additional information required under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 and forming part of theReport is reproduced herewith:

(a) Conservation of energy and technology absorption:

Pursuant to rule 8(3) of the Companies (Accounts) Rules 2014 The Company is the majorcomponent supplier and job worker to a manufacturer of washing machines in the Indianmarket for Front Loading washers and is substantial energy consumer. The Company is takingall possible measures to conserve energy.

 

(b) Foreign Exchange earnings and outgo:

Total foreign exchange inflow: Nil

Total foreign exchange outflow: Nil

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behavior in all its operations the Company has formulated VigilMechanism Policy. This policy aspires to encourage all employees to report suspected oractual occurrence of illegal unethical or inappropriate events (behaviors or practices)that affect Company's interest/image.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 and an Internal Complaints Committee has been set up to redresscomplaints received regarding Sexual Harassment at workplace with a mechanism of lodging& redress the complaints. All employees (permanent contractual temporary traineesetc.) are covered under this policy. Pursuant to the requirements of Section 22 of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 readwith Rules thereunder the Company has not received any complaint of sexual harassmentduring the year under review.

Number of cases pending as on the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of cases pending for more than 90 days Nil
Number of cases pending at the end of end of the financial year Nil
Nature of action taken by the employer or District Officer NA

COMPLIANCES REGARDING INSIDER TRADING:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved and adopted by the Directors and designated Employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code. All Board of Directorsand designated employees have confirmed compliance with the Code. The Code referred to in(a) above is placed on the Company's website www.misquitaengg.com.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by Institute of CompanySecretaries of India on Meeting of Board of Directors and General Meetings.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementrelate and the date of this report.

RISK MANAGEMENT POLICY:

Your company has formulated a risk management policy and has in place a mechanism toinform the Board Members about risk assessment and minimization procedures and periodicalreview to ensure that executive management controls risk my means of a properly designedframework.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS:

During the period under review there is no significant and material order passed bythe Regulators or

Courts or Tribunals impacting the going concern status and Company's operations.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.

The Company thanks all of the employees for their contribution to the Company'sperformance. The Company applauds all the employees for their superior levels ofcompetence dedication and commitment to your Company.

CAUTIONARY NOTE:

The statements forming part of the Director's Report may contain certainforward-looking remarks within the meaning of applicable securities laws and regulations.Many factors could cause the actual performances or achievements of the company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

Registered Office Address:

182/1 Vaiginim Vaddo Nachinol Aldona North Goa- 403508

By order of the Board

For Misquita Engineering Limited

Sd/- Sd/-
Thomas Constance Avinash Misquita Gail Lucia Misquita
Managing Director Whole Time Director
DIN- 00060846 DIN- 00060932

FORM NO.MGT-9

(ANNEXURE-I TO THE REPORT OF BOARD OF DIRECTORS)

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March 2020

 

[Pursuant to section92 (3) of the Companies Act 2013 andrule12 (1) of the Companies(Management and Administration) Rules 2014]

REGISTRATION AND OTHER DETAILS:

i. CIN U74210GA1998PLC002537
ii. Registration Date 04/03/1998
iii. Name of the Company MISQUITA ENGINEERING LIMITED
iv. Category/Sub-Category of the Company Company limited by Shares/ Indian Non-government company
v. Address of the Registered office and Contact details 182/1 Vaiginim Vaddo Nachinol Aldona North Goa - 403508
vi. Whether listed company Listed
vii. Name Address and Contact details of Registrar and Transfer Agent if any BIGSHARE SERVICE PRIVATE LIMITED
1st Floor Bharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri (East)Mumbai-400059
Tel : +91-22-62638200

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 Business Activity Code % to total turnover of the company
1 Manufacturing of Metal and Metal Products C7 100%

PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES: NA

Sr. No. Name and Address of The Company CIN/GLN Holding/ Subsidiary /Associate %of share s held Applicabl e Section
NOT APPLICABLE

SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of TotalEquity):

Category-wise Shareholding:

Category of Shareholders No. of Shares held at the beginning of the year (As on 31st March 2019) No. of Shares held at the end of the year (As on 31st March 2020) % Change during The year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter
1) Indian
a) Individual/ HUF
Thomas Constance 1549700 0 1549700 68.88% 1277900 0 1277900 47.44% (21.44%)
Avinash Misquita
Gail Lucia Misquita 300000 0 300000 13.33% 300000 0 300000 11.14% (2.19%
b) Central 0 0 0 0 0 0 0 0.00% -
Govt
c) State 0 0 0 0 0 0 0 0.00% -
Govt(s)
d) Bodies Corp 0 0 0 0 0 0 0 0.00% -
e) Banks / FI 0 0 0 0 0 0 0 0.00% -
f) Any Other
Silvia Misquita 100 0 100 0.01% 100 0 100 0.00% -
Desiderio Anthony Misquita 100000 0 100000 4.44% 100000 0 100000 3.71% (0.73%)
Deanne Silvia Sybil Misquita 100000 0 100000 4.44% 100000 0 100000 3.71% (0.73%)
Delia Vianne Misquita 100000 0 100000 4.44% 100000 0 100000 3.71% (0.73%)
Denise Lilia Antonia Misquita 100000 0 100000 4.44% 100000 0 100000 3.71% (0.73%)
Onofre Gomes Pereira 100 0 100 0.01% 0 0 0 0.00% (0.01%)
Anita Gomes Pereira 100 0 100 0.01% 0 0 0 0.00% (0.01%)
Sub-total(A)(1):- 2250000 0 2250000 100% 1978000 0 1978000 73.42% (26.58)
2) Foreign 0 0 0 0 0 0 0 0 -
g) NRIs- 0 0 0 0 0 0 0 0 -
Individuals
h) Other- 0 0 0 0 0 0 0 0 -
Individuals
i) Bodies Corp. 0 0 0 0 0 0 0 0 -
j) Banks / FI 0 0 0 0 0 0 0 0 -
k) Any 0 0 0 0 0 0 0 0 -
Other…. 0 0 0 0 0 0 0 0 -
Sub-total(A)(2):- -
TOTAL A 2250000 0 2250000 100% 1978000 0 1978000 73.42%
B. Public
Shareholding
1. Institutions
a) Mutual 0 0 0 0.00% 0 0 0 0.00% -
Funds
b) Banks / FI 0 0 0 0.00% 0 0 0 0.00% -
c) Central Govt 0 0 0 0.00% 0 0 0 0.00% -
d) State Govt(s) 0 0 0 0.00% 0 0 0 0.00% -
e) Venture Capital 0 0 0 0.00% 0 0 0 0.00% -
Funds
f) Insurance 0 0 0 0.00% 0 0 0 0.00% -
Companies
g) FIIs 0 0 0 0.00% 0 0 0 0.00% -
h) Foreign 0 0 0 0.00% 0 0 0 0.00% -
Venture Capital
Funds
i) Others 0 0 0 0.00% 0 0 0 0.00% -
(specify) 0 0 0 0.00% 0 0 0 0.00% -
Sub-total(B)(1)
2. Non 0 0 0 0.00% 0 0 0 0.00% -
Institutions
a) Bodies Corp. 0 0 0 0.00% 0 0 0 0.00% -
(i) Indian
(ii) Overseas -
b) Individuals 0 0 0 0.00% 0 0 0 0%
(i) Individual shareholders holding nominal share capital up to Rs. 2 lakh 0 0 0 0.00% 520000 0 520000 19.30%
(ii) Individual shareholders holding nominal share capital in excess of Rs 2lakh 0 0 0 0.00% 68000 0 68000 2.52%
Others(Specify) 0 0 0 0.00% 128000 0 128000 4.75%
Sub-total(B)(2) 0 0 0 0.00% 716000 0 716000 26.58% 0
Total Public 0 0 0 0.00% 716000 0 716000 26.58%
Shareholding
(B)=(B)(1)+(B) (2)
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00% 0 0 0 0%
Grand Total 2250000 0 2250000 100% 2694000 0 2694000 100% 0
(A+B+C)

Shareholding of Promoters:

Sr. No Shareholder's Name Shareholding at the beginning of the year (As on 31st March 2019) Shareholding at the end of the year (As on 31st March 2020) w
No. of Shares % of total Shares of the company %of Shares Pledged/ encumbered total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbe red to total shares % change in share holding during the year
PROMOTER
1. Thomas Constance Avinash Misquita 1549700 68.88% - 1277900 47.44% - (21.44%)
2. Gail Lucia Misquita 300000 13.33% - 300000 11.14% - 0
3. Silvia Misquita 100 0.01% 100 0.00% - 0
4. Desiderio Anthony Misquita 100000 4.44% - 100000 3.71% - 0
5. Deanne Silvia Sybil Misquita 100000 4.44% - 100000 3.71% - 0
6. Delia Vianne Misquita 100000 4.44% 100000 3.71% - 0
7. Denise Lilia Antonia Misquita 100000 4.44% - 100000 3.71% - 0
8. Onofre Gomes Pereira 100 0.01% - 0 0.00% - (0.01%)
9. Anita Gomes Pereira 100 0.01% - 0 0.00% - (0.01%)

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

SL No Shareholder's Name Shareholding at beginning of the year 30/03/2019 Shareholding at the end of the year 31/03/2020
No of Shares % of total Shares of the Compa ny % of Shares pledged/encu mbered to total Shares No of Shares % of total Shares of the Company % of Shares pledged/encum bered to total Shares % Change
1 Thomas Constance Avinash Misquita 1549700 68.88% 0.0000 1277900 47.4350 0.0000 47.4350
2 Gail Lucia Misquita 300000 13.33% 0.0000 300000 11.1359 0.0000 11.1359
3 Denise Lilia Antonia Misquita 0 0.0000 0.0000 100000 3.7120 0.0000 3.7120
4 Desiderio Anthony Misquita 0 0.0000 0.0000 100000 3.7120 0.0000 3.7120
5 Delia Vianne Misquita 0 0.0000 0.0000 100000 3.7120 0.0000 3.7120
6 Deanne Silvia Sybil Misquita 0 0.0000 0.0000 100000 3.7120 0.0000 3.7120
7 Silvia Misquita 0 0.0000 0.0000 100 0.0037 0.0000 0.0037
TOTAL 1849700 82.21% 1978000 73.4226 73.4226

Shareholding pattern of Top Ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs)

SR NO Name

Shareholding

Date Increase/Decrease in Shareholding Reason

Cumulative Shareholding during the year

No. of Shares at the Beginning (30/03/20 19)/ end of the year (31/03/20 20) % total Shares of the Company No of Shares % total Shares of the Company
GRETEX SHARE
1 BROKING PRIVATE LIMITED 0 0.00 06-Sep-2019 Sell 0 0.00
1.34 30-Sep-2019 36000 Buy 36000 1.34
1.19 11-Oct-2019 -4000 Sell 32000 1.19
1.48 18-Oct-2019 8000 Buy 40000 1.48
2.23 25-Oct-2019 20000 Buy 60000 2.23
2.82 01-Nov-2019 16000 Buy 76000 2.82
3.12 15-Nov-2019 8000 Buy 84000 3.12
3.42 22-Nov-2019 8000 Buy 92000 3.42
3.27 29-Nov-2019 -4000 Sell 88000 3.27
3.12 20-Dec-2019 -4000 Sell 84000 3.12
3.27 31-Jan-2020 4000 Buy 88000 3.27
3.42 06-Mar-2020 4000 Buy 92000 3.42
92000 3.42 31-Mar-2020 0 92000 3.42
GRISELDA
2 CAROLINA VAZ 0 0.00 06-Sep-2019 Sell 0 0.00
1.34 27-Dec-2019 36000 Buy 36000 1.34
36000 1.34 31-Mar-2020 0 36000 1.34
3 SCHUBERT JOSEPH VAZ 0 0.00 06-Sep-2019 Sell 0 0.00
1.19 06-Dec-2019 32000 Buy 32000 1.19
32000 1.19 31-Mar-2020 0 32000 1.19
4 ALTINA FINANCE PVT. LTD. 0 0.00 06-Sep-2019 Sell 0 0.00
0.89 30-Sep-2019 24000 Buy 24000 0.89
24000 0.89 31-Mar-2020 0 24000 0.89
5 SAINIL VINOD NAIK 0 0.00 06-Sep-2019 Sell 0 0.00
0.45 30-Sep-2019 12000 Buy 12000 0.45
0.59 17-Jan-2020 4000 Buy 16000 0.59
0.74 07-Feb-2020 4000 Buy 20000 0.74
20000 0.74 31-Mar-2020 0 20000 0.74
6 SHIVRAM SITARAM KORGAONKA R 0 0.00 06-Sep-2019 Sell 0 0.00
0.45 30-Sep-2019 12000 Buy 12000 0.45
0.59 06-Mar-2020 4000 Buy 16000 0.59
16000 0.59 31-Mar-2020 0 16000 0.59
7 GURUNATH ANKUSH KENI 0 0.00 06-Sep-2019 Sell 0 0.00
0.59 30-Sep-2019 16000 Buy 16000 0.59
16000 0.59 31-Mar-2020 0 16000 0.59
8 CASMIR SILVESTER MENDONSA 0 0.00 06-Sep-2019 Sell 0 0.00
0.59 30-Sep-2019 16000 Buy 16000 0.59
16000 0.59 31-Mar-2020 0 16000 0.59
9 NIRMAL AGGARWAL 0 0.00 06-Sep-2019 Sell 0 0.00
0.59 30-Sep-2019 16000 Buy 16000 0.59
1.78 01-Oct-2019 32000 Buy 48000 1.78
0.59 04-Oct-2019 -32000 Sell 16000 0.59
0.45 01-Nov-2019 -4000 Sell 12000 0.45
0.59 10-Jan-2020 4000 Buy 16000 0.59
16000 0.59 31-Mar-2020 0 16000 0.59
10 SUJATA NAIK 0 0.00 06-Sep-2019 Sell 0 0.00
0.45 30-Sep-2019 12000 Buy 12000 0.45
0.59 01-Nov-2019 4000 Buy 16000 0.59
0.45 29-Nov-2019 -4000 Sell 12000 0.45
0.59 31-Dec-2019 4000 Buy 16000 0.59
0.74 03-Jan-2020 4000 Buy 20000 0.74
0.59 31-Mar-2020 -4000 Sell 16000 0.59
16000 0.59 31-Mar-2020 0 16000 0.59

Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the Company
1 Thomas Constance Avinash Misquita
At the beginning of the year 1549700 68.88% 1549700 68.88%
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): (271800) (21.44%) (271800) (21.44%)
At the End of the year 1277900 47.44% 1277900 47.44%
2 Gail Lucia Misquita
At the beginning of the year 300000 13.33% 300000 13.33%
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the End of the year 300000 11.14% 300000 11.14%
3 Silvia Misquita
At the beginning of the year 100 0.00% 100 0.00%
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the End of the year 100 0.00% 100 0.00%

INDEBTEDNESS:

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 31000205 53222 31053427
ii) Interest due but not paid 0
iii) Interest accrued but not paid
Total (i+ii+iii) 31000205 53222 0 31053427
Change in Indebtedness during the financial year
- Addition 0 0 0 0
- Reduction 16027706 50616 0 16078322
Net Change (16027706) (50616) 0 (16078322)
Indebtedness at the end of the financial year
i) Principal Amount 14972499 2606 0 14975105
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 14972499 2606 0 14975105

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sl. No. Particulars of Remuneration THOMAS CONSTANCE AVINASH MISQUITA (MANAGING DIRECTOR) Total Amount
1. Gross salary 1809360 1809360
(a)Salary as per provisions contained in section17(1) of the Income-tax Act 1961 0 0
(b)Value of perquisites u/s 17(2) Income-tax Act 1961 0 0
(c)Profits in lieu of salary under section 17(3) Income- tax Act1961 0 0
2. Stock Option 0 0
3. Sweat Equity 0 0
4. Commission 0 0
- As % of profit
- others specify…
5. Others please specify 0 0
6. Total(A) 1809360 1809360
Sl. No. Particulars of Remuneration GAIL LUCIA MISQUITA Total
(WHOLE TIME DIRECTOR) Amount
1. Gross salary 909360 909360
(a)Salary as per provisions contained in section17(1) of the Income-tax Act 1961 0 0
(b)Value of perquisites u/s17(2) Income-tax Act1961 0 0
(c)Profits in lieu of salary under section 17(3) 0 0
Income- tax Act1961
2. Stock Option 0 0
3. Sweat Equity 0 0
4. Commission
- As % of profit
0 0
- others specify…
5. Others please specify 0 0
6. Total(A) 909360 909360
Sl. No. Particulars of Remuneration SILVIA MISQUITA Total
(WHOLE TIME DIRECTOR) Amount
1. Gross salary 909360 909360
(a)Salary as per provisions contained in section17(1) of the Income-tax Act 1961 0 0
(b)Value of perquisites u/s17(2) Income-tax Act1961 0 0
(c)Profits in lieu of salary under section 17(3) Income- tax Act1961 0 0
2. Stock Option 0 0
3. Sweat Equity 0 0
4. Commission
- As % of profit 0 0
- others specify…
5. Others please specify 0 0
6. Total(A) 909360 909360

Remuneration to other directors:

Name of Directors

Sl. No. Particulars of Remuneration Total Amount
Noel Luizinho Quadros Ravindra Raghu Mesta Edgar Rosario Cotta Maximiano Do
Independent Directors 20000 20000 20000 60000
Fee for attending board committee meetings
Commission
Others please specify
Salary
Total (1) 20000 20000 20000 60000
Other Non-Executive Directors Nil Nil Nil Nil
Fee for attending board committee meetings
Commission
Others please specify
Total(2) Nil Nil Nil Nil

Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD :

Sl. No. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary (Ms. Bhawini Surana) CFO (Mr Gail Lucia Misquita ) Total
1 Gross salary` - -
1)Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 177360 177360
2)Value of perquisites u/s 17(2) Income- tax Act 1961
3)Profits in lieu of salary under section 17(3) Income tax Act 1961
2 Stock Option 0 0
3 Sweat Equity 0 0
4 Commission 0 0
- as % of profit
- Others specify…
5 Others please specify 0 0 0
Total - 177360 - 177360

PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

Type Section of the companies Act Brief description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD /NCLT/Court] Appeal made. If any (give details)
A. Company
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. Directors
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. Other Officers In Default
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL

FORM AOC -2

 

(ANNEXURE II TO THE REPORT OF BOARD OF DIRECTORS)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1 . Details of contracts or arrangements or transactions not at arm's lengthbasis:

No. Particulars Details
1 Name (s) of the related party & nature of relationship NA
2 Nature of contracts/arrangements/transaction NA
3 Duration of the contracts/ arrangements/ transaction NA
4 Salient terms of the contracts or arrangements or transaction including the value if any NA
5 Justification for entering into such contracts or arrangements or transactions' NA
6 Date of approval by the Board NA
7 Amount paid as advances if any NA
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NA

2 . Details of contracts or arrangements or transactions at arm's length basis:

No. Particulars Details
1 Name (s) of the related party & nature of relationship Thomas Constance Avinash Misquita Managing Director
2 Amount Rs. 1809360
2 Nature of contracts/arrangements/transaction Managerial Remuneration
3 Duration of the contracts/arrangements/transaction NA
4 Salient terms of the contracts or arrangements or transaction including the value if any NA
5 Date of approval by the Board NA
6 Amount paid as advances if any Sr. No. Particulars NA Details
1 Name (s) of the related party & nature of relationship Gail Lucia Misquita Whole Time Director
2 Amount Rs. 909360
2 Nature of contracts/arrangements/transaction Managerial Remuneration
3 Duration of the contracts/arrangements/transaction NA
4 Salient terms of the contracts or arrangements or transaction including the value if any NA
5 Date of approval by the Board NA
6 Amount paid as advances if any NA
. No. Particulars Details
1 Name (s) of the related party & nature of relationship Silvia Misquita Whole Time Director
2 Amount Rs. 909360
2 Nature of contracts/arrangements/transaction Managerial Remuneration
3 Duration of the contracts/arrangements/transaction NA
4 Salient terms of the contracts or arrangements or transaction including the value if any NA
5 Date of approval by the Board NA
6 Amount paid as advances if any NA
No. Particulars Details
1 Name (s) of the related party & nature of relationship Bhawini Surana Company Secretary
2 Amount Rs. 177360
2 Nature of contracts/arrangements/transaction Salary
3 Duration of the contracts/arrangements/transaction NA
4 Salient terms of the contracts or arrangements or transaction including the value if any NA
5 Date of approval by the Board NA
6 Amount paid as advances if any NA

.