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Optiemus Infracom Ltd.

BSE: 530135 Sector: Others
NSE: OPTIEMUS ISIN Code: INE350C01017
BSE 13:15 | 17 Jun 132.00 3.80
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128.60

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132.90

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128.50

NSE 13:13 | 17 Jun 129.90 2.50
(1.96%)
OPEN

128.00

HIGH

132.00

LOW

126.00

OPEN 128.60
PREVIOUS CLOSE 128.20
VOLUME 5568
52-Week high 207.45
52-Week low 18.50
P/E
Mkt Cap.(Rs cr) 1,133
Buy Price 130.50
Buy Qty 3.00
Sell Price 132.00
Sell Qty 19.00
OPEN 128.60
CLOSE 128.20
VOLUME 5568
52-Week high 207.45
52-Week low 18.50
P/E
Mkt Cap.(Rs cr) 1,133
Buy Price 130.50
Buy Qty 3.00
Sell Price 132.00
Sell Qty 19.00

Optiemus Infracom Ltd. (OPTIEMUS) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 27th Annual Reporton the business and operations of the Company along with the Audited Annual Accounts forthe financial year ended March 31 2020.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended March 31 2020are tabulated below pursuant to the Companies (Accounts) Rules 2014.

The consolidated performance of the Company and its subsidiaries has also been set outherein and wherever required:

Particulars

Standalone

Consolidated

Year ended 31.03.2020 Year ended 31.03.2019 Year ended 31.03.2020 Year ended 31.03.2019
Revenue from Operations 34131 40107 37285 119598
Total Expenses 41908 45235 45890 129731
Profit before Exceptional & Extraordinary Items and Tax (7479) 187 (7516) (3822)
Exceptional Items - - - -
Profit/(Loss) from associates and Joint Venture - - (1569) (86)
Profit Before Tax (7479) 187 (9085) (3909)
Tax Expense:
(1) Current Tax - 233 - 233
(2) Deferred Tax (611) (241) (598) 121
(3) Taxation Adjustment of previous year(net) (2) (26) (2) (121)
Profit After Tax (6866) 222 (8485) (5940)
Total Comprehensive Income (6845) 233 (8418) (6184)
Earnings per equity share (7.98) 0.27 (9.81) (7.21)

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

In the last month of financial year 2019-20 the COVID-19 pandemic developed rapidlythe global crisis forcing Union & State Governments to enforce lock-downs of alleconomic activity. For your Company the focus immediately shifted to ensure the healthand well-being of all employees and on minimizing disruption for supply of goods andservices to the customers.

The Company has considered the possible effects that may result from COVID-19 on thecarrying amounts of financials assets inventory receivables property plant andequipment Intangibles etc. as well as liabilities accrued. In developing the assumptionsrelating to the possible future uncertainties in the economic conditions because of thispandemic the Company has used internal and external information such as current contractterms financial strength of partners investment profile future volume estimates fromthe business etc.

Having reviewed the underlying data and based on current estimates the Company expectsthe carrying amount of these assets will be recovered and there is no significant impacton liabilities accrued.

During the year the standalone gross revenue from operations of the Company declinedby 14.90% from Rs. 40107 Lakh (FY 2018-19) to Rs. 34131 Lakh and the Company recordednet loss of Rs. 6866 Lakh during the year as against profit of Rs. 222 in previous FY2018-19. In view of loss Earning per share also decreased from 0.27 to (7.98). Detailedinformation on state of affairs of the Company is given in Management Discussion andAnalysis Report forming part of this Report.

3. SUBSIDIARIES AND ASSOCIATE COMPANIES

As on 31st March 2020 the Company has 4 (Four) unlisted subsidiarycompanies namely Optiemus Electronics Limited FineMS Electronics Private LimitedOptiemus Infracom (Singapore) Pte Limited and Troosol Enterprises Private Limited and 2(Two) Associate Companies viz. Teleecare Network India Private Limited and OptiauxTechnologies Limited.

Out of 4 (four) subsidiaries the Company has one material subsidiary viz. M/s OptiemusElectronics Limited where material subsidiary is defined in SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 to mean a subsidiary whose income or networth exceeds 10% (Ten Percent) of the consolidated income or net worth respectively ofthe listed entity and its subsidiaries in the immediately preceding accounting year.

The Policy for determining ‘material' subsidiaries is hosted on the website of theCompany under the web link https://www.optiemus.com/investors.html.

Optiaux Technologies Limited Associate Company was not carrying any business activitysince its incorporation therefore in August 2020 it has filed an application with theRegistrar of Companies to strike off / remove its name from the Register of Companies.

Further in accordance with the provisions of Section 129(3) of the Companies Act 2013read with Rule 8 of Companies (Accounts) Rules 2014 the Company has prepared itsconsolidated financial statement including all of its subsidiaries and associates which isforming part of Annual Report. A Report on Performance and Financial Position of each ofthe Subsidiaries and Associates Companies included in the Consolidated Financial Statementis presented in a separate section in this Annual Report. Please refer Form No. AOC-1annexed to this report.

In terms of Section 136 of the Companies Act 2013 the Annual Report of the Companycontaining therein its standalone and the consolidated financial statements has beenhosted on the company' website under the web link https://www.optiemus.com/investors.html.Further the annual accounts of each of the said subsidiary companies of the Company havealso been hosted on the company's website under the web linkhttps://www.optiemus.com/investors.html.

4. TRANSFER TO RESERVES

The Company didn't transfer any amount to General Reserve Account during the financialyear ended March 31 2020.

5. DIVIDEND

In view of loss incurred by the Company the directors regret and express theirinability to recommend dividend for the financial year ended March 31 2020.

6. DEPOSITS

During the year the Company didn't accept any deposits within the meaning of theprovisions of Section 73 of the Companies Act 2013 and rules made thereunder.

7. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year2019-20.

8. MATERIAL CHANGES AND COMMITTMENT

There were no material changes affecting the financial position of the Company occurredbetween the end of the financial year to which this financial statements relate and thedate of this Report. Further Public health epidemics or outbreaks could adversely impactour business. While initially the outbreak was largely concentrated in China and causedsignificant disruptions to its economy it has now spread to several other countries andinfections have been reported globally.

The extent to which the coronavirus impacts our operations will depend on futuredevelopments which are highly uncertain and cannot be predicted with confidenceincluding the duration of the outbreak new information which may emerge concerning theseverity of the coronavirus and the actions to contain the coronavirus or treat itsimpact among others. In particular the continued spread of the coronavirus globallycould adversely impact our operations and financial results for the coming quarters.

9. NOMINATION AND REMUNERATION POLICY

In adherence of Section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company has approved a policy on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. Extract of Nomination and Remuneration Policy of the Company isgiven in Annexure–1 and forms part of this Report. The Policy is alsoavailable on the website of the Company and can be accessed at the web link https://www.optiemus.com/investors.html.

10. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as per the provisions of sub-section (3) of Section 92 ofthe Companies Act 2013 in the prescribed Form MGT-9 is annexed to this Report as Annexure-2. The Annual Return of the Company for the Financial Year 2019-2020 will also beavailable on the website of the Company at the web link https://www.optiemus.com/investors.html.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2019-20 the Board met 7 (Seven) times on April 24 2019June 06 2019 August 05 2019 August 13 2019 August 30 2019 November 14 2019 andFebruary 12 2020. The Maximum gap between the two meetings did not exceed 120 days.Detailed information on Board Meetings is given in Corporate Governance Report.

Further during the year a separate meeting of the Independent Directors of theCompany was held on 12th February 2020 to discuss and review the performanceof all other Non- Independent Directors Chairperson of the Company and the Board as awhole and for reviewing and assessing the matters as prescribed under Schedule IV ofCompanies Act 2013 and Regulation 25(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

12. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of Section 134 of the Companies Act2013 to the best of their knowledge and belief the Directors of your Company herebyconfirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT 2013

Pursuant to the provisions of Section 186 of the Companies Act 2013 details ofInvestments made Loans and Guarantee given falling under the provisions of Section 186of the Companies Act 2013 are given under Note No. 5a 5b 9e and 28c of the notes tostandalone financial statements.

14. RISK MANAGEMENT FRAMEWORK

The Company has taken necessary steps for risk management including identifying riskwhich may threaten the existence/ operations of the Company.

15. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the amendments made in the provisions of Section 135 of the Companies Act2013 effective from September 19 2018 the Company was not required to constituteCorporate Social Responsibility ("CSR") Committee for the FY 2019-20 as theTurnover Networth Net Profit during the preceding financial year 2018-19 didn't exceedthe limits specified under Section 135 of the Companies Act 2013. Accordingly theCompany was also not required to spend any amount towards CSR activities for the FinancialYear 2019-20. Therefore on the recommendation of CSR Committee Board of Directorsdecided not to spend any amount towards CSR activities during the financial year 2019-20.

Further Board of Directors decided not to dissolve the existing CSR Committee as theTurnover/Net worth/Profit of the Company may get increase in subsequent financial year. Ifthe provisions of Section 135 of the Companies Act 2013 will remain not applicable forcontinuous 2-3 financial years then the Board will consider the matter to dissolve thecommittee.

As on 31st March 2020 the CSR Committee comprise of the followingDirectors namely-

Name Designation Position
Mr. Naresh Kumar Jain Independent Director Chairman
Mr. Gautam Kanjilal Independent Director Member
Mr. Neetesh Gupta Non-Executive Director Member

16. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 inter alia providesfor a mandatory requirement for all listed companies to establish a mechanism called‘Whistle Blower Policy' for directors and employees to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the company'scode of conduct.

In compliance of the above requirements your Company has established a Vigil (WhistleBlower) Mechanism and formulated a Policy which aims to provide a channel to the Directorsand employees to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanismaims to ensure that the Company is committed to adhere to the highest standards ofethical moral and legal conduct of business operations and in order to maintain thesestandards the Company encourages its employees who have genuine concerns about suspectedmisconduct to come forward and express these concerns without fear of punishment or unfairtreatment.

Further your Company hereby affirms that no Director/ employee have been denied accessto the Chairman of the Audit Committee and that no complaints were received during theyear.

The Policy is hosted on the Company's website www.optiemus.com under the web link https://www.optiemus.com/investors.html.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL a. Induction re-appointment andResignation

The following changes took place in the composition of Board of Directors and KeyManagerial Personnel of the Company during the year under review: a) Mr. Parveen Sharmawas appointed as Chief Financial Officer and Key Managerial Personnel of the Company witheffect from April 24 2019. b) Mr. Hardip Singh has been resigned from the position ofWhole Time Director and Key Managerial Personnel of the Company with effect from September05 2019. c) Mr. Ashok Gupta was re-appointed as a Whole-time Director designated asExecutive Chairman of the Company for a period of further 3 (Three) years with effectfrom April 01 2020 to March 31 2023 by the shareholders of the Company in the 26thAnnual General Meeting held on September 28 2019.

Mr. Naresh Kumar Jain was appointed as an Independent Director for a 1stterm of 5 (five) years from October 28 2015 to October 27 2020 and his term of office isgoing to expire on October 27 2020 therefore the Board upon the recommendation of theNomination and Remuneration Committee in its meeting held on August 29 2020 has approvedthe re-appointment of Mr. Jain for a Second Term of 5 (Five) years from October 28 2020to October 27 2025 and recommends the matter for the approval of shareholders in theensuing Annual General Meeting.

Further in accordance with Section 152(6) of the Companies Act 2013 the period ofoffice of at least two-third of total Directors of the Company shall be liable to retireby rotation out of which atleast one-third Directors shall retire at every Annual GeneralMeeting. Hence this year Mr. Neetesh Gupta (DIN: 00030782) retires from the Board byrotation and being eligible offers himself for re-appointment. The Board recommends hisre-appointment.

The details of Directors being recommended for re-appointment as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and SecretarialStandard-2 are contained in the Notice of ensuing Annual General Meeting of the Company.Appropriate resolutions seeking shareholders' approval to the appointment/re-appointmentof Directors are included in the Notice of Annual General Meeting.

None of the Whole-time Key Managerial Personnel (KMP) of the Company is holding officein any other Company as a Key Managerial Personnel.

Further none of the Directors / KMP of the Company is disqualified under any of theprovisions of the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

b. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming andcertifying that they continue to meet the criteria of independence as provided in Section149 of the Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. In the opinion of the Board all theIndependent Directors fulfill the conditions for appointment/ re-appointment as anIndependent Directors on the Board. Further in the opinion of the Board all theIndependent Directors also possess the attributes of integrity expertise and experienceas required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules2014.

Pursuant to Ministry of Corporate Affairs' Notification No. G.S.R. 804(E) datedDecember 01 2019 all the Independent Directors have registered themselves in the databankof Indian Institute of Corporate Affairs (IICA).

c. Inter-se relationship of Directors

Mrs. Renu Gupta and Mr. Neetesh Gupta Non-Executive Directors and Mr. Ashok GuptaExecutive Chairman are inter-related wherein Mr. Neetesh Gupta is son of Mr. Ashok Guptaand Mrs. Renu Gupta. No relationship exist between other Directors/ KMP.

d. Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to reviewthe structure size composition and diversity of the Board evaluation of existingskills defining gaps and making necessary recommendations to the Board.

e. Board Evaluation

The Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 requires the Annual Report to disclose the manner in which formal annualevaluation of the Board its Committee and individual Directors is done and evaluationcriteria thereof. Performance evaluation criteria for Board Committees of the Board andDirectors are placed on the Company's website www.optiemus.com under the web link https://www.optiemus.com/investors.html as a part of Company's Nomination & RemunerationCommittee Policy.

Manner in which said evaluation was made by the Board is given below:

• Based on the criteria a structured questionnaire was prepared after taking intoconsideration inter-alia the inputs received from the Directors (except for the directorbeing evaluated) for the year under review. The structured questionnaire covered variousaspects of the Board's functioning such as strategic alignment and direction engagementalignment composition and structure dynamics and culture ethical leadership andcorporate citizenship support to the Board Committees evaluation and self-evaluationetc.

• The ratings for Non-Independent Directors were given by the IndependentDirectors at a separate meeting convened by them. The ratings for Independent Directorswere given by all the Directors excluding the Independent Director being evaluated. Theevaluation for performance of Committees was given by the entire Board.

• A consolidated summary of the ratings given by each of the directors was thenprepared separately for Independent & Non-Independent Directors based on which areport on performance evaluation was prepared in respect of the performance of the BoardDirectors individually and Committee(s).

• The report on performance evaluation of Non Independent Directors so arrived atwas then noted and discussed by the Nomination and Remuneration Committee.

The performance evaluation of Individual Directors including Chairman of the Board wasdone in accordance with the provisions of the Companies Act 2013 and Listing Regulationsand also based on the structured questionnaire mentioned above.

f. Familiarization programme for Independent Directors

SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015 and theapplicable provisions of Companies Act 2013 requires conduction of familiarizationprogramme of the independent directors. On these lines Board has always endeavored tokeep Independent Directors updated about the latest happenings in the Company Industryand legal framework for which Periodic familiarization programmes are conducted for thedirectors about nature of industry

Business Model roles rights responsibilities of Independent Directors update onamendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations SEBI(Prohibition of Insider Trading) Regulations SEBI (Depositories and Participants)Regulations Guidelines issued by SEBI regarding Board evaluation and its applicability tothe Company etc.

18. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in Annexure -3forming part of the Annual Report.

19. AUDITORS a) Statutory Auditors

At the 24th Annual General Meeting held on 8th December 2017the shareholders approved the appointment of M/s Mukesh Raj & Co. CharteredAccountants (Firm Registration No. 016693N) as Statutory Auditors of the Company untilthe conclusion of 29th Annual General Meeting to be held in the year 2022.

The Company has received a certificate of eligibility from M/s. Mukesh Raj & Co inaccordance with the provisions of the Companies Act 2013 and rules made thereunder and aconfirmation that they continue to hold valid peer review certificate as required underListing Regulations. The Auditors' Report for the financial year 2019-20 does not containany qualification reservation or adverse remark or disclaimer. The observations ofStatutory Auditors in its reports on standalone and consolidated financials areself-explanatory and therefore do not call for any further comments. The Auditors' Reportis enclosed with the financial statements in this Annual Report. The Auditors did notreport any fraud during the year.

M/s Mukesh Raj & Co Chartered Accountants have certified that the company hascomplied with the mandatory requirements of corporate governance as stipulated in ListingRegulations. The same is annexed to this report as Annexure -4.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has re-appointed M/s S.K. Batra & Associates Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2020-21. SecretarialAudit Report for the financial year 2019-20 as given by M/s S.K. Batra & Associates inthe prescribed form MR-3 is annexed to this Report as Annexure -5.

The adverse remarks contained in Secretarial Audit Report for the year under review andCompany's reply thereto are as follows:

Sr. No. Adverse Remark Company Reply
1. Annual Financial Results of the Company for the quarter and year ended 31st March 2019 was filed after the due date i.e. 30.05.2019 as the Board Meeting was adjourned due to lack of quorum. The Company has always been meticulous in complying with the SEBI Regulations but the submission of financial results for the quarter ended March 31 2019 got delayed due to unavoidable circumstances i.e. Due to lack of quorum the scheduled meeting dated 30.05.2019 was adjourned automatically on 06.06.2019 as per the provisions of Section 174 (4) of the Companies Act 2013. Necessary disclosures/intimations in this regard were given by the Company to Stock Exchange and shareholders.
2. During the F.Y. 2019-20 the Company has entered into material related party transactions in its ordinary course of business with its subsidiary "Optiemus Electronics Limited" for which shareholders' approval was required to be obtained. During the F.Y. 2019-20 the Company has entered into material related party transactions in its ordinary course of business and on arm's length basis with its subsidiary "Optiemus Electronics Limited" ("OEL") for which shareholders' approval is required to be obtained as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. To ratify the material related party transactions entered into by the Company during the F.Y. 2019-20 with OEL the Board of Directors based upon the recommendation of Audit Committee recommended the matter to be placed before the shareholders in the Notice of ensuing Annual General Meeting for obtaining their approval.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31 2020 oncompliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunderwas obtained from M/s S.K. Batra & Associates Secretarial Auditors and submitted toboth the stock exchanges i.e. NSE and BSE.

c) Cost Auditor

Maintaining cost records as specified by the Central Government under section 148 (1)of the Companies Act 2013 is not applicable on the Company. Hence no Cost Auditor isappointed by the Company.

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with therequirements inter-alia of "The Sexual Harassment of Women at Workplace(Prevention Prohibition Redressal) Act 2013". An Internal Complaint Committee hasbeen set up to consider and redress all the complaints received regarding sexualharassment. All employees (permanent contractual temporary and trainees) are coveredunder this policy.

The following is a summary of sexual harassment complaints received and disposed-offduring the Financial Year 2019-20:

• No. of complaints pending at the beginning Nil
• No. of complaints received Nil
• No. of complaints disposed-off N.A.

21. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company energy does not form a significantportion of the cost for the Company yet wherever possible and feasible continuous effortsare being put for conservation of energy and minimize power cost. However Capitalexpenditure on energy conservation equipment is not required keeping in view the normalenergy consumption in the business activity of the Company. Various Steps are being takenfor conservation of energy and using alternate sources of energy to name a few:

• Advocating switching off of lights and ACs when not required turning off of PCswhen not in use setting higher temperatures on air conditioners etc. to reduceconsumption.

• Installed various energy saving electrical devices for saving energy.

• Puts control on usage of other electrical equipment's.

Technology absorption

Taking into consideration the nature of Business of Company No technology is beingused. Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities basedon economic considerations.

Foreign Exchange Earning & Outgo details are as follows:

Foreign Exchange details* As on 31st March 2020
(INR in Lacs)
Foreign Exchange Earnings (A) 739
(Including deemed exports & sales through export houses)
Foreign Exchange Outgo (B) 3725
Net Foreign Exchange Earnings (A-B) (2986)

*The Figures are on receipt/payment basis.

22. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. Further the transactions entered into by the Company with one of itssubsidiary viz. Optiemus Electronics Limited during the financial year 2019-20 arematerial as per the criteria specified in Regulation 23 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 for which shareholders' approval isrequired therefore the matter is being placed in the Notice of ensuing Annual GeneralMeeting for obtaining approval of shareholders.

The disclosure of transactions as required under the provisions of Companies Act 2013attached herewith as Annexure-6. Further suitable disclosures as required underIND AS have been made in Note 29 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on theCompany's website under the web link https://www.optiemus.com/investors.html.

23. SIGNIFICANT AND MATERIAL ORDERS

During the year there was no significant and material order passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations infuture.

24. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2020 was Rs. 85.81 Crore.

There was no public issue rights issue bonus issue preferential issue or redemptionof shares etc. made during the year. The Company has not issued shares with differentialvoting rights or sweat equity shares. Also the Company has not granted any Stock Optionsduring the year.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In the opinion of the Board your Company has in place an adequate system of internalcontrol commensurate with its size and nature of business. This system provides areasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with corporate policies. The Board has appointed M/s Rohit Kishan Garg &Co. Chartered Accountants as an Internal Auditors of the Company for the financial year2020-21 and their audit reports are submitted to the Audit Committee of Board whichreviews and approves performance of internal audit function and ensures the necessarychecks and balances that may need to be built into the control system. The Board inconsultation with the Internal Auditors monitors and controls the major financial riskexposures.

26. CORPORATE GOVERNANCE

Your Company strives to ensure that best corporate governance practices are identifiedadopted and consistently followed. It is ensured that the practices being followed by theCompany are in alignment with its philosophy towards Corporate Governance. Your Companybelieves that good corporate governance is the basis for sustainable growth of thebusiness and effective management of relationship among constituents of the system andalways works towards strengthening this relationship through corporate fairnesstransparency and accountability. Your Company give prime importance to reliable financialinformation integrity transparency fairness empowerment and compliance with law inletter and spirit.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate section titled ‘Corporate Governance' has been included in this AnnualReport.

27. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section and forms part of the Annual Report.

28. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

The Company has complied with all the applicable provisions of the SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).

29. ACKNOWLEDGEMENT

The Board of Directors wish to express their sincere appreciation for the co-operationand assistance received from the Bankers Financial Institutions Regulatory AuthoritiesStakeholders including Customers and other business associates who have extended theirvaluable support and encouragement during the year under review.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. The Directors appreciate and value the contribution made by every member of theCompany.

The Board of Directors acknowledge the hard work dedication commitment andcooperation of the employees of the Company. The enthusiasm and unstinting efforts of theemployees have enabled the Company to continue being a leading player in the TelecomIndustry.

On behalf of the Board of Directors
For Optiemus Infracom Limited
Ashok Gupta
Date : August 29 2020 Executive Chairman
Place : Noida (U.P.) DIN: 00277434

ANNEXURE - 2 FORM NO.

MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2020

 

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014

I. REGISTRATION & OTHER DETAILS:

I CIN L64200DL1993PLC054086
Ii Registration Date 17/06/1993
Iii Name of the Company Optiemus Infracom Limited
Iv Category/Sub-category of the Company Company limited by shares
V Address of the Registered office & contact details Address: K-20 2nd Floor Lajpat Nagar Part - 2 New Delhi-110 024 Ph. No.: 011-29840906/7/8 E-mail: info@optiemus.com
Vi Whether listed company Yes
vii Name Address & contact details of the Registrar & Transfer Agent if any. Name: Beetal Financial & Computer Services(P) Ltd. Address: Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Near Dada Harsukhdas Mandir New Delhi-110062
Ph. No.: 011-29961281-83
E-mail: beetal@beetalfinancial.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany:

S. No. Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1. Telecommunication-Mobile Handset & Accessories 4652 87.97%
2. Rental Income 6810 10.49%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Holding Company - NIL

S. No. Name Address of the Company CIN/Registration No. % of Shares held Applicable Section
1 Optiemus Electronics Limited K-20 Second Floor Lajpat Nagar Part-2 New Delhi-110024 U32300DL2016PLC290355 80.09 2(87)
2 FineMS Electronics Private Limited Plot No. 2A First Floor Sector 126 Noida Gautam Buddha Nagar Uttar Pradesh -201301 U32100UP2016PTC084743 60 2(87)
3 Optiemus Infracom (Singapore) Pte. Ltd. 101 Cecil Street # 11-10 Tong Eng Building Singapore - 069533 201129975E 100 2(87)
4 Troosol Enterprises Private Limited Plot No. 2A First Floor Sector-126 Noida Uttar Pradesh- 201301 U74120UP2016PTC075631 60 2(87)
5 Teleecare Network India Private Limited RZ-340AGali No. 11D Kailash Puri Extension Palam New Delhi - 110045 U64202DL2003PTC119799 46.22 2(6)
6 Optiaux Technologies Private Limited K-20 Second Floor Lajpat Nagar Part-2 New Delhi-110024 U72900DL2018PTC338944 50 2(6)

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year [As on 1-April-2019]

No. of Shares held at the end of the year [As on 31-March-2020]

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
Shareholding
(1) Indian
a) Individual/ HUF 25562041 - 25562041 29.79 25562041 - 25562041 29.79 -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 38738500 - 38738500 45.14 38738500 - 38738500 45.14 -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub Total (A)(1) 64300541 - 64300541 74.93 64300541 - 64300541 74.93 -
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other - Individuals - - - - - - - - -
c) Bodies Corp - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub Total (A)(2) - - - - - - - - -
Total Shareholding of Promoter (A = 64300541 - 64300541 74.93 64300541 - 64300541 74.93 -
(A)(1)+(A)(2)
B. Public Shareholding
1. Institutions - - - - - - - - -
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - 50078 - 50078 0.06 0.06
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others:
Foreign Portfolio - - - - 470000 - 470000 0.55 0.55
Investors
Sub-total (B)(1):- - - - - 520078 - 520078 0.61 0.61
2. Non-Institutions
a) Bodies Corporate:
i) Indian 14887205 194400 15081605 17.57 12427089 194400 12621489 14.70 (2.86)
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 1 lakhs 955196 708739 1663935 1.94 1190012 673433 1863445 2.17 0.23
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakhs 4038266 125400 4163666 4.85 5427211 110400 5537611 6.45 1.60
c) Others (specify)
Clearing Member 26394 - 26394 0.03 81853 - 81853 0.09 0.06
HUF 571950 - 571950 0.67 875182 - 875182 1.02 0.35
NRI 6100 - 6100 0.01 13992 - 13992 0.02 0.01
Sub-total (B)(2):- 20485111 1028539 21513650 25.07 20015339 978233 20993572 24.46 (0.61)
Total Public 20485111 1028539 21513650 25.07 20535417 978233 21513650 25.07 -
Shareholding (B)= (B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 84785652 1028539 85814191 100 84835958 978233 85814191 100 -

B) Shareholding of Promoter-

S. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of 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* % change in share holding during the year
1 Ashok Gupta 5754894 6.71 - 5754894 6.71 - -
2 Deepesh Gupta 5365029 6.25 - 5365029 6.25 - -
3 Mukesh Kumar Gupta 1123200 1.31 - 1123200 1.31 - -
4 Neetesh Gupta 5214607 6.08 - 5214607 6.08 - -
5 Rekha Gupta 1123200 1.31 - 1123200 1.31 - -
6 Renu Gupta 6981111 8.13 - 6981111 8.13 - -
7 GRA Enterprises Pvt. Ltd. 38738500 45.14 *11.65 38738500 45.14 *25.42 -
Total Shareholding 64300541 74.93 *11.65 64300541 74.93 *25.42 -

*% is calculated on the basis of total paid-up shares of the Company.

C) Change in Promoters' Shareholding

S. 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
At the beginning of the year 64300541 74.93 64300541 74.93
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/ bonus/ sweat equity etc.):

No Change during the year

At the end of the year 64300541 74.93 64300541 74.93

D) Shareholding Pattern of top ten Shareholders:

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

S. 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 Cross Border Imports Private Limited
At the Beginning of the year 2565038 2.99 2565038 2.99
Changes during the year
14-Jun-19 Buy 21155 0.02 2586193 3.01
21-Jun-19 Buy 2700 0.00 2588893 3.02
At the end of the year 2588893 3.02 2588893 3.02
2 Harsimrat Investments Private Limited
At the Beginning of the year 2915000 3.40 2915000 3.40
Changes during the year
05-Apr-19 Sell (110000) (0.13) 2805000 3.27
26-Apr-19 Sell (30000) (0.03) 2775000 3.23
10-May-19 Sell (300000) (0.35) 2475000 2.88
07-Jun-19 Buy 40000 0.05 2515000 2.93
14-Jun-19 Sell (95000) (0.11) 2420000 2.82
21-Jun-19 Sell (75000) (0.09) 2345000 2.73
11-Oct-19 Buy 41200 0.05 2386200 2.78
At the end of the year 2386200 2.78 2386200 2.78
3 Arcadia Share & Stock Brokers Pvt. Ltd
At the Beginning of the year 965076 1.12 965076 1.12
Changes during the year
05-Apr-19 Buy 100000 0.12 1065076 1.24
12-Apr-19 Buy 9028 0.01 1074104 1.25
19-Apr-19 Buy 70175 0.08 1144279 1.33
26-Apr-19 Buy 125499 0.15 1269778 1.48
17-May-19 Sell (1039) 0.00 1268739 1.48
31-May-19 Sell (4600) (0.01) 1264139 1.47
07-Jun-19 Sell (5000) (0.01) 1259139 1.47
14-Jun-19 Buy 159010 0.19 1418149 1.65
21-Jun-19 Buy 250000 0.29 1668149 1.94
28-Jun-19 Buy 38079 0.04 1706228 1.99
05-Jul-19 Buy 43496 0.05 1749724 2.04
12-Jul-19 Sell (12998) (0.02) 1736726 2.02
19-Jul-19 Buy 16390 0.02 1753116 2.04
26-Jul-19 Sell (5119) (0.01) 1747997 2.04
02-Aug-19 Sell (6705) (0.01) 1741292 2.03
09-Aug-19 Sell (17923) (0.02) 1723369 2.01
16-Aug-19 Sell (10379) (0.01) 1712990 2.00
23-Aug-19 Sell (13367) (0.02) 1699623 1.98
30-Aug-19 Sell (18734) (0.02) 1680889 1.96
13-Sep-19 Buy 200000 0.23 1880889 2.19
20-Sep-19 Sell (15885) (0.02) 1865004 2.17
27-Sep-19 Sell (39377) (0.05) 1825627 2.13
11-Oct-19 Sell (9007) (0.01) 1816620 2.12
18-Oct-19 Sell (21017) (0.02) 1795603 2.09
01-Nov-19 Buy 500 0.00 1796103 2.09
08-Nov-19 Sell (2470) 0.00 1793633 2.09
15-Nov-19 Sell (1000) 0.00 1792633 2.09
22-Nov-19 Sell (1600) 0.00 1791033 2.09
29-Nov-19 Sell (2000) 0.00 1789033 2.08
06-Mar-20 Buy 6149 0.01 1795182 2.09
13-Mar-20 Sell (10000) (0.01 1785182 2.08
27-Mar-20 Buy 99196 0.12 1884378 2.20
31-Mar-20 Sell (25235) (0.03) 1859143 2.17
At the end of the year 1859143 2.17 1859143 2.17
4 Dhiru Realestates Private Limited
At the Beginning of the year 1765808 2.06 1765808 2.06
Changes during the year
05-Apr-19 Sell (20000) (0.02) 1745808 2.03
12-Apr-19 Sell (22238) (0.03) 1723570 2.01
26-Apr-19 Sell (23000) (0.03) 1700570 1.98
17-May-19 Sell (27070) (0.03) 1673500 1.95
14-Jun-19 Sell (55000) (0.06) 1618500 1.89
21-Jun-19 Sell (170500) (0.20) 1448000 1.69
09-Aug-19 Sell (1831) 0.00 1446169 1.69
16-Aug-19 Sell (2042) 0.00 1444127 1.68
27-Sep-19 Sell (561) 0.00 1443566 1.68
04-Oct-19 Buy 4265 0.00 1447831 1.69
18-Oct-19 Sell (5017) (0.01) 1442814 1.68
10-Jan-20 Sell (74049) (0.09) 1368765 1.60
At the end of the year 1368765 1.60 1368765 1.60
5 Pataliputra International Limited
At the Beginning of the year 1944228 2.27 1944228 2.27
Changes during the year
24-May-19 Sell (32501) (0.04) 1911727 2.23
31-May-19 Sell (327399) (0.38) 1584328 1.85
14-Jun-19 Sell (70000) (0.08) 1514328 1.76
21-Jun-19 Sell (26500) (0.03) 1487828 1.73
28-Jun-19 Sell (35700) (0.04) 1452128 1.69
05-Jul-19 Sell (73461) (0.09) 1378667 1.61
12-Jul-19 Sell (64339) (0.07) 1314328 1.53
26-Jul-19 Sell (20000) (0.02) 1294328 1.51
02-Aug-19 Sell (100000) (0.12) 1194328 1.39
09-Aug-19 Buy 75000 0.09 1269328 1.48
23-Aug-19 Sell (510000) (0.59) 759328 0.88
13-Sep-19 Sell (3335) 0.00 755993 0.88
20-Sep-19 Buy 174016 0.20 930009 1.08
27-Sep-19 Buy 244007 0.28 1174016 1.37
04-Oct-19 Buy 256784 0.30 1430800 1.67
11-Oct-19 Sell (26335) (0.03) 1404465 1.64
18-Oct-19 Sell (58851) (0.07) 1345614 1.57
25-Oct-19 Sell (79595) (0.09) 1266019 1.48
01-Nov-19 Sell (106019) (0.12) 1160000 1.35
08-Nov-19 Buy 12939 0.02 1172939 1.37
15-Nov-19 Buy 11469 0.01 1184408 1.38
22-Nov-19 Buy 42755 0.05 1227163 1.43
29-Nov-19 Buy 4379 0.01 1231542 1.44
06-Dec-19 Buy 16599 0.02 1248141 1.45
13-Dec-19 Buy 29629 0.03 1277770 1.49
20-Dec-19 Buy 6848 0.01 1284618 1.50
27-Dec-19 Sell (809) 0.00 1283809 1.50
03-Jan-20 Buy 1047 0.00 1284856 1.50
10-Jan-20 Buy 41689 0.05 1326545 1.55
17-Jan-20 Sell (35066) (0.04) 1291479 1.51
24-Jan-20 Buy 4213 0.00 1295692 1.51
31-Jan-20 Buy 1978 0.00 1297670 1.51
07-Feb-20 Buy 12749 0.01 1310419 1.53
14-Feb-20 Buy 46522 0.05 1356941 1.58
21-Feb-20 Sell (15645) (0.02) 1341296 1.56
28-Feb-20 Sell (29230) (0.03) 1312066 1.53
06-Mar-20 Sell (4945) (0.01) 1307121 1.52
13-Mar-20 Sell (144534) (0.17) 1162587 1.35
20-Mar-20 Sell (1168) 0.00 1161419 1.35
27-Mar-20 Buy 6947 0.01 1168366 1.36
31-Mar-20 Sell (560) 0.00 1167806 1.36
At the end of the year 1167806 1.36 1167806 1.36
6 Globe Capital Market Ltd
At the Beginning of the year 458752 0.53 458752 0.53
Changes during the year
12-Apr-19 Sell (947) 0.00 457805 0.53
19-Apr-19 Buy 547 0.00 458352 0.53
26-Apr-19 Sell (155) 0.00 458197 0.53
24-May-19 Sell (1890) 0.00 456307 0.53
31-May-19 Buy 7092 0.01 463399 0.54
07-Jun-19 Sell (2421) 0.00 460978 0.54
14-Jun-19 Buy 813053 0.95 1274031 1.48
21-Jun-19 Sell (53552) (0.06) 1220479 1.42
28-Jun-19 Sell (17003) (0.02) 1203476 1.40
05-Jul-19 Sell (8100) (0.01) 1195376 1.39
19-Jul-19 Sell (1900) 0.00 1193476 1.39
26-Jul-19 Buy 16219 0.02 1209695 1.41
02-Aug-19 Sell (53161) (0.06) 1156534 1.35
09-Aug-19 Sell (156167) (0.18) 1000367 1.17
16-Aug-19 Buy 50000 0.06 1050367 1.22
23-Aug-19 Buy 48000 0.06 1098367 1.28
30-Aug-19 Sell (2335) 0.00 1096032 1.28
06-Sep-19 Sell (3782) 0.00 1092250 1.27
13-Sep-19 Sell (3100) 0.00 1089150 1.27
20-Sep-19 Sell (3900) 0.00 1085250 1.26
27-Sep-19 Buy 39220 0.05 1124470 1.31
04-Oct-19 Sell (13686) (0.02) 1110784 1.29
11-Oct-19 Sell (41200) (0.05) 1069584 1.25
18-Oct-19 Buy 200 0.00 1069784 1.25
25-Oct-19 Sell (51432) (0.06) 1018352 1.19
01-Nov-19 Buy 63432 0.07 1081784 1.26
08-Nov-19 Sell (12000) (0.01) 1069784 1.25
06-Dec-19 Sell (9309) (0.01) 1060475 1.24
10-Jan-20 Buy 5353 0.01 1065828 1.24
17-Jan-20 Buy 32340 0.04 1098168 1.28
24-Jan-20 Sell (38374) (0.04) 1059794 1.24
31-Jan-20 Buy 681 0.00 1060475 1.24
28-Feb-20 Buy 32020 0.04 1092495 1.27
06-Mar-20 Buy 9262 0.01 1101757 1.28
13-Mar-20 Buy 79718 0.09 1181475 1.38
20-Mar-20 Sell (121000) (0.14) 1060475 1.24
At the end of the year 1060475 1.24 1060475 1.24
7 Hayward Technologies Private Limited
At the Beginning of the year 2600000 3.03 2600000 3.03
Changes during the year
24-May-19 Sell (200000) (0.23) 2400000 2.80
14-Jun-19 Sell (1000000) (1.17) 1400000 1.63
12-Jul-19 Buy 34908 0.04 1434908 1.67
23-Aug-19 Sell (500000) (0.58) 934908 1.09
06-Mar-20 Buy 9729 0.01 944637 1.10
At the end of the year 944637 1.10 944637 1.10
8 Sunita Singh
At the Beginning of the year 850000 0.99 850000 0.99
Changes during the year NIL
At the end of the year 850000 0.99 850000 0.99
9 Vijay Kumar
At the Beginning of the year 659282 0.77 659282 0.77
Changes during the year
05-Apr-19 Sell (25000) (0.03) 634282 0.74
12-Apr-19 Sell (75000) (0.09) 559282 0.65
19-Apr-19 Sell (15000) (0.02) 544282 0.63
26-Apr-19 Sell (42620) (0.05) 501662 0.58
17-May-19 Sell (2919) 0.00 498743 0.58
24-May-19 Buy 198823 0.23 697566 0.81
31-May-19 Sell (30000) (0.03) 667566 0.78
14-Jun-19 Sell (4263) 0.00 663303 0.77
21-Jun-19 Sell (973) 0.00 662330 0.77
28-Jun-19 Sell (2258) 0.00 660072 0.77
At the end of the year 660072 0.77 660072 0.77
10 Capston Capital Partners
At the Beginning of the year 95000 0.11 95000 0.11
Changes during the year
31-Jan-20 Buy 375000 0.44 470000 0.55
At the end of the year 470000 0.55 470000 0.55

E. Shareholding of Directors and Key Managerial Personnel:

S. No. Shareholding of each Directors and each Key Managerial Personnel

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 Ashok Gupta - Executive Chairman
At the beginning of the year 5754894 6.71 5754894 6.71
Changes during the year NIL
At the end of the year 5754894 6.71 5754894 6.71
2 Renu Gupta - Director
At the beginning of the year 6981111 8.14 6981111 8.14
Changes during the year NIL
At the end of the year 6981111 8.14 6981111 8.14
3 Neetesh Gupta - Director
At the beginning of the year 5214607 6.08 5214607 6.08
Changes during the year NIL
At the end of the year 5214607 6.08 5214607 6.08
4 Tejendra Pal Sigh Josen - Director
At the beginning of the year - - - -
Changes during the year NIL
At the end of the year - - - -
5 Gautam Kanjilal - Director
At the beginning of the year 2850 0.00 2850 0.00
Changes during the year NIL
At the end of the year 2850 0.00 2850 0.00
6 Charan Singh Gupta - Director
At the beginning of the year - - - -
Changes during the year NIL
At the end of the year - - - -
7 Naresh Kumar Jain- Director
At the beginning of the year - - - -
Changes during the year NIL
At the end of the year - - - -
9 Vikas Chandra- Company Secretary
At the beginning of the year 40 0.00 40 0.00
Changes during the year NIL
At the end of the year 40 0.00 40 0.00
10 Parveen Sharma- Chief Financial Officer
At the beginning of the year - - - -
Changes during the year NIL
At the end of the year - - - -

V) 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 23421 460 - 23881
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 23421 460 - 23881
Change in Indebtedness during the financial year
* Addition - - - -
* Reduction (987) (10) - (997)
Net Change (987) (10) - (997)
Indebtedness at the end of the financial year
i) Principal Amount 22434 450 - 22884
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 22434 450 - 22884

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

S. No. Particulars of Remuneration

Name of MD/WTD

Total
Amount
Mr. Ashok Gupta* Whole Time Director (Executive Chairman) Mr. Hardip Singh** Whole Time Director
1 Gross salary:
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - 16.38 16.38
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - 1.44 1.44
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit
- others specify… - - -
5 Others please specify - - -
Total (A) - - 17.82
Ceiling as per the Act NIL due to loss incurred during the F.Y. 2019-20. (Remuneration paid to Mr. Hardip Singh during the financial year was within the limit specified under Schedule V of the Companies Act 2013 and in accordance with the provisions mentioned therein.)

 

* During the year Mr. Ashok Gupta decided to forgo his salary for the FY 2019-20hence no remuneration was paid to him.

** Mr. Hardip Singh resigned from the position of Whole Time Director of the Companyw.e.f. September 05 2019 therefore remuneration paid to him for the period April 012019 to September 05 2019 was within the limit specified under Schedule V of theCompanies Act 2013 and as per the ordinary resolution passed by the Shareholders in theAnnual general Meeting held on September 30 2016.

B. Remuneration to other Directors (INR in lacs)

S. No. Particulars of Remuneration

Name of Directors

Mr. Gautam Kanjilal Mr. Tejendra Pal Singh Josen Mr. Charan Singh Gupta Mr. Naresh Kumar Jain Mrs. Renu Gupta Mr. Neetesh Gupta Total Amount
1 Independent Directors NA NA
Sitting Fee for attending board & committee meetings 4.60 4.80 4.90 5.00 - - 19.30
Commission - - - - - - -
Others please specify - - - - - - -
Total (1)* 4.60 4.80 4.90 5.00 - - 19.30
2 Other Non-Executive Directors
Fee for attending board & committee meetings NA NA NA NA - - -
Commission - - - - - - -
Others please specify - - - - - - -
Total (2) - - - - - - -
Total (B)=(1+2) 4.60 4.80 4.90 5.00 - - 19.30
Total Managerial Remuneration - - - - - - 37.12#
Overall Ceiling as per the Act a) 1% of Net Profits of the Company for all Non-Executive Directors
b) 11% of Net Profits of the Company for all the Executive and Non-Executive Directors

 

* During the year only sitting fees was paid to Non-Executive Directors for attendingmeetings therefore 1% limit doesn't apply for payment made to Non-Executive Directors.Further sitting fees paid to Independent Directors is not more than Rs.100000 permeeting as per Section 196 & Rule 4 of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014.

# Total Managerial remuneration is the sum of remuneration paid to WTD and sitting feespaid to other (Non-Executive & Independent) Directors.

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

S. No. Particulars of Remuneration

Name of KMP

Company Secretary Mr. Vikas Chandra Chief Financial Officer Mr. Parveen Sharma* Total Amount
1 Gross salary:
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 20.45 36.54 56.99
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3)
Income-tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit
- others specify… - - -
5 Others please specify - - -
Total (A) 20.45 36.54 56.99

 

*Mr. Parveen Sharma was appointed as Chief Financial Officer and Key ManagerialPersonnel of the Company with effect from April 24 2019.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

During the year there was no Penalty/Punishment/compounding of offences under theCompanies Act 2013.