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Phoenix Township Ltd.

BSE: 537839 Sector: Services
NSE: N.A. ISIN Code: INE977M01024
BSE 00:00 | 14 Oct 15.30 -0.46
(-2.92%)
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NSE 05:30 | 01 Jan Phoenix Township Ltd
OPEN 15.99
PREVIOUS CLOSE 15.76
VOLUME 6746
52-Week high 19.30
52-Week low 8.90
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.99
CLOSE 15.76
VOLUME 6746
52-Week high 19.30
52-Week low 8.90
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Phoenix Township Ltd. (PHOENIXTOWNSHIP) - Director Report

Company director report

To

The Members

Phoenix Township Limited

Your Directors have pleasure in presenting their 27th Annual Report together withAudited F inancial Statements of the Company for the Financial Year ended 31 st March2020.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Particulars 31st March 2020 31st March 2019
Total Income 204518372 205822058
Less: Total Expenditure 161992388 163550244
Profit Before Interest Depreciation and Tax 42525984 42271814
Less: Depreciation 25098737 24306572
Less: Interest 9885146 6447522
Profit Before Extraordinary Items and Tax 7542101 11504485
Less: Extra-Ordinary Items
Profit/(Loss) Before Tax 7542101 11504485
Less: Tax Expense
(a) Current Tax 1360000 1850000
(b) Deferred Tax 2427880 1853309
Less: Other Comprehensive Income (260369) 1200482
Profit /(Loss) For The Year 4014590 6600694

During the year under consideration the income of your Company has marginally decreasedto Rs. 2045.18 Lacs in the current year from Rs. 2058.22 Lacs earned in the previousyear. Accordingly the Profit before Tax (PBT) of the Company for the current year hasdecreased to Rs.75.42 Lacs as against Rs. 115.04 Lacs in the previous year and the Profitafter Tax (PAT) for the current year is Rs. 40.14 Lacs as compared to Rs. 66.01 Lacsearned in the previous year.

1. CHANGE IN THE NATURE OF BUSINESS

There is no change in the business activity of the Company.

2. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

During the year Company made investment of Rs. 24.50 lakhs by way of CapitalContribution in PALOLEM RESORTS LLP incorporated Under Limited Liability Partnership Act2008 as on30st December 2019.

Accordingly the accounts of PALOLEM RESORTS LLP were not consolidated since LLP hasnot started its business

and not derive any profit from its investment. Statement containing salient features ofthe financial statement of PALOLEM RESORTS LLP for the financial year ended March 312020is attached as "AOC-1" to this Report.

3. DIVIDEND

To conserve resources which would assist in future growth of the Company no dividendis recommended by the Board for the financial year ended 31 st March 2020.

4. RESERVES

During the year under review the company has not made any transfer to reserves.

5. DEPOSITS

During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. During the year no amounts were outstanding which were classified as'Deposits' under the applicable provisions of Companies Act 1956 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies Act 2013 is not applicable.

6. SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 280000000/- and the paid up sharecapital of the company is Rs. 216808680/-. During the year under review the Companyhas not issued shares with differential voting rights nor granted stock options nor sweatequity. The Company has not made any purchase or provision of its own shares by employeesor by trustees for the benefit of employees during the financial year2019-2020.

7. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure-A" and same is available on website of the company http://www.hbgindia.com/Investor-Information.html

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (LA) functionis to maintain its objectivity and independence. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars prescribed under Section 134 of the Companies Act 2013 read with Rule8 (3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo are furnished in "Annexure B" to this Report.

10. AUDITORS AND AUDITORS' REPORT

At 24th Annual General Meeting of the Company M/s. Chaturvedi Sohan & Co.Chartered Accountants (having ICAI Registration No: 118424W) appointed to act asStatutory Auditor of the Company for a period 5 years commencing from the conclusion of24th Annual General Meeting up to the conclusion of Annual General Meeting to be held inthe calendar year 2022 Subject to the ratification of their appointment in everysubsequent Annual General Meeting.

In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the notice conveningthe ensuing AGM does not carry any resolution on ratification of the appointment of theStatutory Auditors.

M/s. Chaturvedi Sohan & Co. Statutory Auditor of the Company has audited books ofaccount of the Company for the financial years ended March 312020 and have issued theAuditor's Report thereon. There are no qualifications or reservation on adverse remarks ordisclaimers in the said report.

11. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Kothari H. & Associates Practicing Company Secretaries to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith as "Annexure C".

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mrs. Shibanee Manish Harlalka Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forreappointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the forthcoming Annual General Meeting.

Further Ms. Richa Jain was appointed as Company Secretary (CS) of the Company w.e.f.01st June 2019 in place of Mr. Kalpesh Joshi who resigned as CS of the Company w.e.f.30th May2019.

B) Declaration by Independent Director(s) and reappointment if any

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 Chapter IVof the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board Committee of the Company.

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and Chapter IV of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an annual performance evaluation of its own performanceas also of the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

D) Meetings of the Board of Directors

The Company held a minimum of one Board meeting in every quarter. The details of theMeetings held during the financial year are given in the Corporate Governance Report.

13. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer to the section on Corporate Governance under thehead 'Audit Committee' for matters relating to constitution meetings and functions ofthe Committee.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORSAND EMPLOYEES

The Company has a vigil mechanism to deal with instance of fraud and / ormismanagement if any. The details of the Policy is explained in the Corporate GovernanceReport and also posted on the website of the Company.

15. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with theprovisions of sub-section (3) of Section 178. Kindly refer to section on CorporateGovernance under the head Nomination & Remuneration Committee' for matters relatingto constitution meetings functions of the Committee and the remuneration policyformulated by this Committee. The Brief of the Company's Policy on appointment andremuneration of Directors and Key Managerial Personnel under Section 178(3) of theCompanies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 is attached as " Annexure - D" to this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to Company.

17. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Company's business and has become anintegral part of its decision making process while considering social economic andenvironmental dimensions.

18. BUSINESS RISK MANAGEMENT

Your Company has a robust Risk Management policy. The Company through a SteeringCommittee oversees the Risk Management process including risk identification impactassessment effective implementation of the mitigation plans and risk reporting. Atpresent the company has not identified any element of risk which may threaten theexistence of the company.

The details of Risk Management as practiced by the Company are provided as part ofManagement Discussion and Analysis Report which is apart of this Report.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions which is also available on Company's website atwww.hbgindia.com. The Policy intends to ensure that proper reporting; approval anddisclosure processes are in place for all transactions between the Company and RelatedParties.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions were enteredduring the year by your Company and therefore the disclosure of Related PartyTransactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2is not been furnished.

21. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as "Annexure - E".

During the financial year 2019-2020 there were no employee in the Company whoseparticulars are required to be given in terms of Section 197 (12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel)Rules 2014.

22. CORPORATE GOVERNANCE CERTIFICATE & REPORT ON CORPORATE GOVERNANCE:

Certificate from the Auditors of the Company M/s. Chaturvedi Sohan & Co.Chartered Accountants confirming compliance with the conditions of Corporate Governanceas stipulated under Chapter IV of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of the Annual Report.

23. POLICIES:

All the policies are available on the website of the Company i.e. www.hbgindia.com.

24. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review as stipulated inChapter IV of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming partof the Annual Report.

25. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) ofthe Companies Act 2013:

(a) that in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) that such accounting policies as (mentioned in the Notes to the financialstatements) have been selected and applied consistently and judgements and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31 st March 2020 and of the Profit / loss of the Companyfor the year ended on that date;

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

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

26. GENERAL

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

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

b. Your Directors further state that during the year underreview there were no casesfiled pursuant to the Sexual Harassment of Women at Work place (Prevention Prohibitionand Redressal) Act 2013.

c. There were no material changes and commitments affecting the financial position ofthe Company between the end of financial year and the date of the Report.

27. ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the co-operation andsupport received from customers financial institutions Banks regulatory authoritiescustomers and members and the society at large. The Directors also thank Governments ofvarious countries Government of India Government of Goa Government of Maharashtra andconcerned Government Departments/ Agencies for their co-operation. Deep sense ofappreciation is also recorded for the dedicated efforts and contribution of the employeesof the company at all levels as without their focus commitment and hard work theCompany's consistent growth would not have been possible despite the challengingenvironment.

By Order of the Board Phoenix Township Limited

Sd /-

Dr. Prafulla R. Hede Chairman DIN-00651441

Place: Mumbai

Date: 31st August 2020

 

ANNEXURE -A

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN

For financial year ended 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rulel2 (1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L67190GA1993PLC001327
Registration Date 10/02/1993
Name of the Company Phoenix Township Limited
Category / Sub-Category of the Company Company limited by Shares/ Non-Government Indian Company
Address of the Registered office and contact details Durga Bhavan Hede Centre Tonca Panaji Goa - 403001
Whether listed company (V) Yes ( ) No
Name Address and Contact details of Registrar and Transfer Agent if any Adroit Corporate Services Pvt Ltd 17/20 Jaferbhoy Ind. Estate 1st Floor Makwana Road Marol Naka Andheri (East) Mumbai- 400059.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. Name and Description of main No. products / services NIC Code of the Product / Service (NIC 2008) % to total turnover of the company
1. Hotels Operations 5510 73.21%
2. Restaurants bars and canteens 5520 26.79%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :

Sr. Name & Address of the No. Company CIN/GLN/LLPIN Holding/ Subsidiary/ Associate %of Shares Held Applicable Section
1 PALOLEM RESORTS LLP AAR-4552 Subsidiary 70.00 2(87)

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

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (1.04.2019)

No. of Shares held at the end of the year (31.03.2020)

% Change during the year

Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares
Promoters
A) Indian
a) Individual / HUF 2723276 0 2723276 19.47 2723276 0 2723276 19.47 0
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) State Govt (s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 6746809 0 6746809 48.25 6746809 0 6746809 48.25 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any Other... 381625 0 381625 2.73 381625 0 381625 2.73 0
Sub-total (A) (1):- 9851710 0 9851710 70.45 9851710 0 9851710 70.45 0
Foreign
NRIs- Individuals 0 0 0 0 0 0 0 0 0
Other- Individuals 0 0 0 0 0 0 0 0 0
Bodies Corp. 0 0 0 0 0 0 0 0 0
Banks / FI 0 0 0 0 0 0 0 0 0
Any Other 0 0 0 0 0 0 0 0 0
Sub-total(A) (2):- 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 9851710 0 9851710 70.45 9851710 0 9851710 70.45 0.00
B. Public Shareholding
1. Institutions
Mutual Funds 0 0 0 0 0 0 0 0 0
Banks/FI 0 1000 1000 0.01 0 1000 1000 0.01 0
Central Govt 0 0 0 0 0 0 0 0 0
State Govt(s) 0 0 0 0 0 0 0 0 0
Venture Capital Funds 0 0 0 0 0 0 0 0 0
Insurance Companies 0 0 0 0 0 0 0 0 0
Fils 0 0 0 0 0 0 0 0 0
Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 0 1000 1000 0.01 0 1000 1000 0.01 0
Non- Institutions
a) Bodies Corp.
Indian 54684 255800 310484 2.22 86192 255800 341992 2.45 0.23
Overseas 0 0 0 0 0 0 0 0.00 0
h) Individuals
Individual shareholders holding nominal share capital upto Rs. 1 lakh 709047 700200 1409247 10.08 698474 693000 1391474 9.95 -0.13
Individual shareholders holding nominal share capital in excess of Rs 1 lakh 2032268 164600 2196868 15.71 2018975 164600 2183575 15.61 -0.10
Others (specify)
Non residential Indian (repat) 67950 147000 214950 1.54 67500 147000 214500 1.53 0.00
Non residential Indian (non- repat) 0 0 0 0 0 0 0 0 0
iii. Foreign Companies 0 0 0 0 0 0 0 0 0
iv. Clearing Members 1 0 1 0 9 0 9 0 0
v. Directors/ relatives 0 0 0 0 0 0 0 0 0
vi. Trust 0 0 0 0 0 0 0 0 0
Sub-total (B)(2):- Total 2863950 1267600 4131550 29.54 2871150 1260400 4131550 29.54 0
Public Shareholding (B)=(B)(1) + (B)(2) 2863950 1268600 4132550 29.55 2871150 1261400 4132550 29.55 0
C) Shares held by Custodian for GDRs&ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 12715660 1268600 13984260 100.00 12722860 1261400 13984260 100.00 0.00

 

ii) Shareholding of Promoters

S. Shareholder's Name No.

Shareholding at the beginning of the year (01.04.2019)

Share holding at the end of the year (31.03.2020)

%of change in share holding during the year
No. of Shares %of total Shares of the company %of Share Pledged /encumb ered to total shares No. of Shares %of total Shares of the company %of Share Pledged /encum bered to total shares
1 Dr. Prafulla Rajaram Hede 2572303 18.39 99.91 2572303 18.39 99.91 0
2 HBG Trust (Seema Arun Pawar) 381625 2.73 0 381625 2.73 0 0
3 Hede Consultancy Company Pvt. Ltd 2242880 16.04 89.17 2242880 16.04 89.17 0
4 Hede Navigation Private Limited (formerly known as Jwala Investments And Trading Pvt Ltd) 3981307 28.47 60.53 3981307 28.47 60.53 0
5 Mr. Samit Prafulla Hede 77873 0.56 0 77873 0.56 0 0
6 Star Galaxy Trades Pvt Ltd 212807 1.52 0 212807 1.52 0 0
7 Colaha Real Estate Private Limited 99115 0.71 0 99115 0.71 0 0
8 Glacier Trades Pvt Ltd 210700 1.51 0 210700 1.51 0 0
9 Mrs. Shibanee M. Harlalka 73100 0.52 0 73100 0.52 0 0

 

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

There are no changes in Promoter's Shareholding.

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

andADRs):

SI No. Name of 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. SHALIN HEMANTKUMAR SHAH
At the beginning of the year 137880 0.99

137880

0.99
Sale of shares as on 28/06/2019 -100 0.00

137780

0.99
Purchase of shares as on 05/07/2019 171300 1.22

309080

2.21
Purchase of shares as on 12/07/2019 59287 0.42

368367

2.63
Sale of shares as on 26/07/2019 -110 0.00

368257

2.63
Sale of shares as on 02/08/2019 -25 0.00

368232

2.63
At the end of the year 368232 2.63

368232

2.63
2. Nidhi Pandya
At the beginning of the year 206091 1.47

206091

1.47
No Changes 0 0.00

206091

1.47
At the end of the year 206091 1.47

206091

1.47
3. RATIBHAIVISHRAM PATEL
At the beginning of the year 191058 1.37

191058

1.37
Sale of shares as on 19/04/2019 -70 0.00

190988

1.37
Sale of shares as on 26/04/2019 -4 0.00

190984

1.37
Sale of shares as on 31/05/2019 -3050 0.02

187934

1.34
Sale of shares as on 14/06/2019 -300 0.00

187634

1.34
Sale of shares as on 21/06/2019 -25166 0.18

162468

1.16
Sale of shares as on 28/06/2019 -4629 0.03

157839

1.13
Sale of shares as on 29/06/2019 -779 0.01

157060

1.12
Sale of shares as on 05/07/2019 -125901 0.90

31159

0.22
Sale of shares as on 12/07/2019 -10000 0.07

21159

0.15
Sale of shares as on 19/07/2019 -1002 0.01

20157

0.14
Sale of shares as on 26/07/2019 -1000 0.01

19157

0.14
Sale of shares as on 02/08/2019 -100 0.00

19057

0.14
At the end of the year 19057 0.14

19057

0.14
4. Top Financial Holdings Limited
At the beginning of the year 164600 1.18

164600

1.18
No Changes 0 0.00

164600

1.18
At the end of the year 164600 1.18

164600

1.18
5. SAFIRANAND
At the beginning of the year 153417

1.10

153417 1.10
Purchase of shares as on 27/09/2019 6000

0.04

159417 1.14
Sale of shares as on 29/11/2019 -6000

0.04

153417 1.10
Purchase of shares as on 13/03/2020 49602

0.35

159417 1.14
Sale of shares as on 20/03/2020 -21

0.00

159396 1.14
At the end of the year 159396

1.14

159396 1.14
6. Devan Narendra Pandys
At the beginning of the year 158733

1.14

158733 1.14
Purchase of shares as on 28/06/2019 598

0.00

159331 1.14
Sale of shares as on 05/07/2019 -55077

0.39

104254 0.75
Sale of shares as on 12/07/2019 -6079

0.04

98175 0.70
Purchase of shares as on 26/07/2019 3349

0.02

101524 0.73
Purchase of shares as on 02/08/2019 159

0.00

101683 0.73
Purchase of shares as on 20/09/2019 5700

0.04

107383 0.77
Purchase of shares as on 27/09/2019 1000

0.01

108383 0.78
At the end of the year 108383

0.78

108383 0.78
7. Kokila Girdharlal Chavda
At the beginning of the year 112149

0.80

112149 0.80
Sale of shares as on 30/09/2019 -200

0.00

111949 0.80
Purchase of shares as on 06/03/2020 39000

0.28

150949 1.08
Purchase of shares as on 31/03/2020 5000

0.04

155949 1.12
At the end of the year 155949

1.12

155949 1.12
8. Nalini Narendra Pandya
At the beginning of the year 137313

0.98

137313 0.98
Sale of shares as on 27/03/2020 -93000

0.67

44313 0.32
At the end of the year 44313

0.32

44313 0.32
9. Heena Narendra Pandya
At the beginning of the year 137000

0.98

137000 0.98
Sale of shares as on 06/03/2020 -39000

0.28

98000 0.70
At the end of the year 98000

0.70

98000 0.70
10. NAYANA BALUBHAIBHATT
At the beginning of the year 0

0.00

0 0.00
Purchase of shares as on 08/11/2019 1860

0.01

1860 0.01
Purchase of shares as on 15/11/2019 3195

0.02

5055 0.04
Purchase of shares as on 22/11/2019 1220

0.01

6275 0.04
Purchase of shares as on 29/11/2019 100

0.00

6375 0.05
Purchase of shares as on 06/12/2019 3430

0.02

9805 0.07
Purchase of shares as on 27/12/2019 533

0.00

11269 0.08
Purchase of shares as on 27/03/2020 93000

0.67

104269 0.75
Purchase of shares as on 31/03/2020 15000

0.11

119269 0.85
At the end of the year 119269

0.85

119269 0.85

 

v) Shareholding of Directors and Key Managerial Personnel

There is no change in Director's and Key Managerial Personnel's shareholding.

V. INDEBTEDNESS

Indebtedness of the Company as on March 31st 2020 including interestoutstanding/accrued but not due for payment.

Particulars Secured Loans exclusding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year I) Principal Amount 39342887 22528566 NIL 61871453
ii) Interest due but not paid 0 0 0
iii) Interest accrued but not due 0 0 0
Total (i+ii+iii) 39342887 22528566 NIL 61871453
Change in Indebtedness during the financial year • Addition 54942725 0 NIL 54942725
• Reduction 0 8371086 (8371086)
Net Change 54942725 8371086 NIL 46571639
Indebtedness at the end of the financial year i) Principal Amount 94285612 14157480 NIL 108443092
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 94285612 14157480 NIL 108443092

VL REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager for the yearended March 31" 2020

Sr. Particulars of Remuneration No. Name of MD / WTD / Manager Total Amount
Mr. Samit Hede
1. Gross salary
(a) Salary as per provisions contained in section 17( 1) of the Income-tax Act 1961. 2400000 2400000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 71000 71000
(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) 2471000 2471000
Ceiling as per the Act

B. Remuneration to other directors for the year ended March 31st 2020

Sr. Particulars of No. Remuneration

TOTAL AMOUNT

1. Independent Directors Dr. Surendra A. Dave Mr. Dev Kirti Toprani Mr. Ajit Warty Mr. Kiran N. Talchekar
• Fee for attending board committee meetings • Commission • Others please specify 40000 30000 30000 40000 140000
Total 40000 30000 30000 40000 140000
2. Other Non-Executive Directors Ms. Shibanee M. Harlalka Dr. Prafulla R. Hede Mr. Arun P. Pawar Total
• Fee for attending board committee meetings 20000 20000 10000 50000
• Commission
• Others please specify
Total
Total(2) 20000 20000 10000 50000
3- Total (B)=(l+2) 190000
Total Managerial Remuneration (A+B) 2661000
Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD for the yearended

March 31'* 2020:

Sr. No. Particulars of Remuneration

Key Managerial Personnel

Company Secretary

Chief Financial Officer (CFO)

Total
* Kalpesh C. Joshi Richa Jain Mr. Puspraj R. Pandey
1. Gross salary (a) Salary as perprovisions contained in section 17(l)oftheIncome-taxAct 1961. (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 30000 150000 609000 789000
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others specify...
5. Others please specify
Total 30000 150000 609000 789000

* Mr. Kalpesh Joshi who resigned as CS of the Company w.e.f. 30th May 2019VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details Penalty/ Punishment/ Compounding / fees imposed Authority [RD/NCLT/ Court] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding NIL
C. OTHER OFFICE IN DEFAULT
Penalty
Punishment
Compounding

.