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Rajkumar Forge Ltd.

BSE: 513369 Sector: Engineering
NSE: N.A. ISIN Code: INE013J01016
BSE 00:00 | 22 Jan 35.45 1.55
(4.57%)
OPEN

32.25

HIGH

35.50

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32.25

NSE 05:30 | 01 Jan Rajkumar Forge Ltd
OPEN 32.25
PREVIOUS CLOSE 33.90
VOLUME 632
52-Week high 36.50
52-Week low 17.10
P/E 10.37
Mkt Cap.(Rs cr) 39
Buy Price 32.65
Buy Qty 25.00
Sell Price 35.45
Sell Qty 50.00
OPEN 32.25
CLOSE 33.90
VOLUME 632
52-Week high 36.50
52-Week low 17.10
P/E 10.37
Mkt Cap.(Rs cr) 39
Buy Price 32.65
Buy Qty 25.00
Sell Price 35.45
Sell Qty 50.00

Rajkumar Forge Ltd. (RAJKUMARFORGE) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the Thirtieth Annual Report together withthe Audited Financial Statements of your Company for the financial year ended March 312020.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
Particulars 2019-20 2018-19
Revenue 5099.38 5523.55
Expenses excluding Interest and 4349.85 4807.92
Depreciation & Amortization
Profit for the year before Interest 749.53 715.63
Depreciation & Amortization
Less : Interest Cost for the year 55.69 77.76
Less : Depreciation & Amortization 135.24 121.78
Gross Profit for the year 558.60 516.09
Less : Exceptional Items 0.00 125.91
Profit for the year after Exceptional Items 558.60 390.18
Less : Provision for Income Tax 93.62 82.15
Less : Deferred Tax 7.88 99.84
Net Profit for the year 457.10 208.19

2. IMPACT OF COVID 19 LOCKDOWN AND MEASURES TAKEN BY COMPANY:

The Company has taken appropriate measures to ensure safety and health of all itsemployees and ensured due compliance with various directives issued by Central State andMunicipal authorities. The Company has adopted Work from home for its office-basedemployees effective mid of March 2020 to minimize the risk. Consequent to the lock-downorders issued by Central and State Governments the operations have been disrupted fromMarch 24 2020 at the Plant situated at Chakan and had some financial impact on theperformance of the Company. Only from May 05 2020 some relaxations have been announced.Your company has commenced its operations from May 06 2020 with minimum work force afterobtaining requisite permission from concerned district administration with all the safety/ social distancing guidelines and other directives issued by the Central / StateGovernments and local administration authorities to safeguard the employees workers andall other stakeholders to prevent the spread of COVID-19.

The financial impact on the performance of the Company during financial year 2020-21will be evaluated and reported appropriately in the next year.

3. DIVIDEND:

Given the uncertain economic outlook and foreseeing the possible unfavorable impact ofthe current pandemic situation on the Company's growth the Board considered it prudentnot . torecommendanyDividendforfinancial year 2019-20

4. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During financial year 2019-20 there was no change in the nature of Company's business.

5. SHARE CAPITAL:

There was no change in the authorized as well as paid up share capital of the Companyduring the year under review.

The current Authorized Capital of the Company is

Rs. 132500000/- divided into 12500000 Equity shares of

Rs. 10/- each and 750000 4% Non-Cumulative Redeemable Preference Shares of Rs. 10/-each and Paid-up Capital of the Company is Rs. 109394000/- divided into 10939400Equity Shares of Rs. 10/- each.

6. TRANSFER TO RESERVES:

During the year the Company has not transferred any amount to General Reserves.

7. OPERATIONS AND STATE OF AFFAIRS:

Consequent to the volatile situation of the Indian economy during the financial year2019-20 the Company's total revenue from operations stood at Rs. 5087.76 Lakhs as againstRs. 5511.15 Lakhs in the previous year. Though the total revenue suffered a minor setbackexport sales of the Company got a boost as the revenue increased significantly from Rs.132.94 Lakhs achieved in previous year to Rs. 284.55 Lakhs for the current year underreview. During the current financial year various cost reduction measures taken bymanagement and payment of liabilities has helped the Company to earn profit of Rs. 449.37Lakhs for the year ended March 31 2020 as compared to net profit of Rs. 204.73 Lakhs inthe previous year resulting into rise in profits by 119%.

The affairs of the Company are functioning smoothly and appropriately in compliancewith all the applicable laws and regulations.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is not having net worth of Rupees Five Hundred Crores or more or turnoverof Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more duringany financial year. As such the provisions of Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are not applicable to the Company.

In view of the above no provision for CSR activity have been made during the financialyear 2019-20.

9. VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report to the Audit Committee Chairman genuine concernsunethical behavior and irregularities if any noticed by them in the Company which couldadversely affect company's operations. This mechanism also provides safeguards againstvictimization of employees who avail of the mechanism. The details of the same areexplained in the Corporate Governance Report and also posted on the website of the Companyat https://rkforge. in/wp-content/uploads/2020/07/Whistle-Blower-Policy.pdf All Directorsand employees have access to the Chairman of the Audit Committee. The policy with the nameand address of Chairman of the Audit Committee has been circulated to the employees.Further no personnel have been denied access to the Audit Committee during the periodunder review.

10. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.

11. DETAILS OF BOARD MEETINGS:

The Board met 5 times during the financial year. The meeting details are provided inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 / SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

12. COMMITTEES OF THE BOARD:

As on March 31 2020 the Board had five

Committee the Nomination and Remuneration Committee the Stakeholder RelationshipCommittee the Share Transfer Committee and the Committee for issue of Duplicate ShareCertificate.

The detailed note on composition of the Board and its committees is provided in theCorporate Governance annexure to this Report.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In terms of the recently introduced regulatory requirements name of every IndependentDirector should be added in the online database of Independent Directors by IndianInstitute of Corporate Affairs Manesar ("IICA"). Accordingly the IndependentDirectors of the Company have registered themselves with the IICA for the said purpose.

14. DIRECTORS AND KEY MANEGERIAL PERSONNEL: Changes in the composition of Board ofDirectors -

During the year office of one of the

- Mr. Arun Krishankumar Jindal Non-Executive Director (DIN- 00121523) wasvacated under proviso to Section 167(1) (a) of Companies Act 2013. His DIN wasde-activated by the Ministry of Corporate Affairs (MCA) pursuant to the default in respectof a company which was already under the process of striking off. The DIN was restored ata later date.

Mr. Arun Jindal being eligible to be appointed as Director was appointed as AdditionalDirector of the Company with effect from February 11 2020.

The details of Directors as on March 31 2020 are as follows:

Sr. No. Name Designation Category
1 Mr. Arun Jindal Additional Director Non-Executive Non Independent
2 Mr. Nitin Rajore Director Executive
3 Mr. R. T. Goel Director Non-Executive Independent
4 Ms. Sudha Santhanam Director Non-Executive Independent

The details of Key Managerial Personnel as on March

31 2020 are as follows:

Sr. No. Name Designation
1 Mr. Nitin Rajore Whole Time Director
2 Mr. Shubham Jindal Chief Financial Officer
3 Ms. Shruti Patil Company Secretary

15. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary joint venture and associate company duringthe year under review.

16. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and as per the guidance note issued by SEBI onJanuary 05 2017 a formal evaluation of the performance committees:the Audit of theBoard its Committees the Chairman and the individual Directors was carried out forfinancial year 2019-20. Led by the Nomination & Remuneration Committee the evaluationwas carried out using individual questionnaires covering amongst others composition ofBoard conduct as per Company values & beliefs contribution towards development ofstrategy & business plan risk management receipt of regular inputs and informationcodes & policies for strengthening governance functioning performance &structure of Board Committees skill set knowledge & expertise of Directorspreparation & contribution at Board meetings leadership etc.

Manner in which the evaluation has been carried out and matters incidental theretohave been detailed in the Report on Corporate Governance which forms part of this report.

17. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR:

The Company has adopted the Guidelines on Board Effectiveness ("GovernanceGuidelines" or "guidelines") which inter-alia cover the criteria fordetermining qualifications attributes and independence of a Director. The details of thePolicy are stated in the Corporate Governance Report.

18. of the Company RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/ transactions entered by the Company during the Currentfinancial year 2019-20 with related parties were on an arm's length basis and were in theordinary course of business. Such transactions form part of the notes to the financialstatements provided in this Annual Report. The information for related party transactionsas required under Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 isenclosed as ‘Annexure A' to this Report. There has been change to the policyof Related Party Transaction during the financial year ended March 31 2020. The revisedpolicy on Related Party Transaction as approved by the Board has been displayed on theCompany's website athttps://rkforge.in/wp-content/uploads/2020/07/Related-Party-Transactions.pdf

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND: a. The sum of Rs.1238700/- being the amount of unpaid or unclaimed dividend for a period of seven yearswas transferred during the financial year 2019-20 to the Investor Education and ProtectionFund established by the Central Government in compliance with Section 124 of the CompaniesAct 2013. b. During the year under review the Company has transferred 59100 shares tothe Investor Education and Protection Fund in accordance with the provisions of Section124 of the Companies Act 2013 and Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 (‘IEPF Rules').

20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

There were no loans guarantees and investments made by the Company under Section 186of the Companies Act 2013 during the period under review.

21. DEPOSITS:

The Company has not accepted deposits under Chapter V of the Companies Act 2013 duringthe year under review. No amount on account of principal or interest on deposit frompublic was outstanding as on March 31 2020.

22. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business by virtue of internal audit of theCompany. Internal Audits are periodically conducted by an external firm of CharteredAccountants who monitor and evaluate the efficiency and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Board also take quarterly review of internal audit functioningand accounting systems in order to take suitable corrective actions in case of anydeviations. During the year such controls were tested and no material weakness in theirdesign of operations were observed.

23. CORPORATE GOVERNANCE CERTIFICATE:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the report on Corporate Governance along with the Compliancecertificate from the Secretarial Auditor forms part of this Report.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated February 08 2019 all listed entitiesshall additionally on annual basis submit a report to the stock exchange(s) oncompliance of all applicable SEBI Regulations and circulars / guidelines issued thereunderwithin 60 days of end of financial year. Such report shall be submitted by CompanySecretary in practice to the Company in the prescribed format.

The Company has received such report from Ms. Swati Bapat Partner - M/s. MSN &Associates Company Secretaries Pune for the financial year ended March 31 2020 and ithas been submitted to the stock exchange within the stipulated time as per SEBIRelaxation.

25. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT 9 isannexed as an ‘Annexure B' to this Report.

26. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

No material change and/or commitment affecting the financial position of your Companyhas occurred between April 1 2020 and the date of signing of this Report.

27. AUDITORS: a. Statutory Auditors

M/s. Gokhale Tanksale & Ghatpande Chartered Accountants Pune (Firm RegistrationNo. 103277W) was appointed as the Statutory Auditors of the Company to hold office for aperiod of 5 consecutive years from the conclusion of 27th Annual GeneralMeeting of the Company held on September 27 2017 till the conclusion of the conclusion of32nd Annual General Meeting of the Company to be held in financial year2022-23.

Vide notification dated May 07 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach Annual General Meeting has been done away with. Accordingly the shareholders attheir 28th Annual General Meeting had given their consent to continue theappointment of M/s. Gokhale Tanksale & Ghatpande Chartered Accountants (FirmRegistration No. 103277W) as Statutory Auditors of the Company for the remaining of termwithout any further ratification by the members in terms of the provisions of theCompanies Act 2013. The Statutory Auditors' Report for the financial year 2019-20 on thefinancial statement of the Company forms part of this Annual Report.

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors' in their audit report on the financial statements for the year ended March 312020. The observations of the Statutory Auditors' in their Report are self-explanatory andtherefore Directors don't have any further comments to offer on the same.

b. Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedMr. Nishad Umranikar Practicing Company Secretary (CP No. 13967) for conducting theSecretarial Audit of the Company for the financial year

2019-20.

The Report of the Secretarial Audit is annexed herewith as an ‘Annexure C'to this Report.

There are no qualifications reservations or adverse remarks made by the SecretarialAuditors' in their audit report for the year ended March 31 2020.

Pursuant to recent amendments in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated June 20 2018 acertificate from Mr. Nishad Umranikar Company Secretary in practice that none of theDirectors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as directors of companies by the SEBI

/ Ministry of Corporate Affairs or any such statutory authority is annexed to CorporateGovernance Report. c. Cost records and / or Cost Audit

In terms of provisions of Section 148 of the Companies Act 2013 read with Rule 3 ofCompanies (Cost Record and Audit) Rules 2014 the Company is required to maintain thecost records and as such the same are maintained for the financial year 2019-20.

d. Internal Auditors

The Company had appointed M/s. S A N N & Co. Chartered Accountants as InternalAuditor of the Company for the financial year 2019-20. The scope and authority of theInternal Auditor is as per the terms of reference approved by Audit Committee. TheInternal Auditors monitors and evaluates the efficiency and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory Auditors' nor the SecretarialAuditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employees.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORTS:

There were no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

31. RISK MANAGEMENT:

The details of Risk Assessment framework are set out in the Corporate Governance Reportforming part of the Board's Report.

32. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES2014:

The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company and

Directors is attached as an ‘Annexure D'.

33. PERSONNEL:

Information required under Section 197(12) of the Companies Act 2013 read with Rule5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not provided herein since there are no employee who have receivedremuneration in excess of the limits prescribed therein.

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexedherewith as ‘Annexure E' to this report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 &SS-2 on Meetings of the Board of Directors and General Meetings respectively.

36. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company has adopted policy on prevention prohibition and redressal of sexualharassment at work place in line of the provisions of the Sexual Harassment of women atwork place (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. Thepolicy aims to provide protection to employees at the work place and to prevent andredress complaints of sexual harassment and for matters connected and incidental theretowith an objective of providing a safe working environment where employees feel secure. Thecompany has not received any complaints during the financial year 2019-20.

37. DIRECTORS" RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the

Companies Act 2013 with respect to Directors' Responsibility Statement your directorsconfirm:

i. that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

ii. that we had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;

iii. that we had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. that we had prepared the annual accounts on going concern basis;

v. and that we had laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively;

vi. that we had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

38. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for all theco-operation extended by Government Agencies Bankers Business Associates and investorsand all other stakeholders. The Directors also record their appreciation for the dedicatedservices rendered by all the Executive Staff and Workers of the Company at all levels andfor their valuable contribution in the working and growth of the Company.

For and on behalf of the Board of Directors RAJKUMAR FORGE LIMITED

Arun Jindal Nitin Rajore
Director Whole Time Director
DIN : 00121523 DIN : 01802633

Place : Pune

Date : August 08 2020

FORM NO. AOC-2

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

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 arm's length transactions under third provisothereto

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

There are no related party contracts arrangements or transactions of the naturementioned in sub-section (1) of Section 188 of the Companies Act 2013 which are not atarm's length.

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:

SR. NO PARTICULARS DETAILS
1 Name of the related party Western India Forging Private Limited including Kran Rader (A division of Western India Forging Private Limited) Orient Precision Engineering Private Limited
2 Nature of relationship Holding Company Company significantly influenced by Key Management Personnel or their relatives
3 Nature of contract/ arrangement/transaction a. Sale / purchases of forgings payment of Labour charges. Sale / purchases of forgings payment of Labour charges.
b. Payment of rent.
c. Payment of Commission on sales.
4 Duration of contract/ arrangement/ transaction a. As per the purchase order. b. On-going basis as per the Agreement tenure commencing from January 01 2019. As per the purchase order.
c. As per the terms the Agreement is valid for a period of 3 years commencing from June 01 2019.
5 Salient terms of the contract or arrangement or transaction a. Payment conditions terms of delivery applicability of taxes shall be as per the purchase order. Payment conditions terms of delivery applicability of taxes shall be as per the purchase order.
b. Terms as per the Agreement dated January 01 2019 executed between the parties.
c. Terms as per the Selling Agent Agreement dated June 01 2019 executed between the parties. Estimated annual value of Rs. 2 crore as approved by the Board.
Estimated annual value of Rs. 35 crore as approved by the Board.
6 Date of approval by the 25.05.2019 25.05.2019
Board if any
7 Amount paid as advances if any NIL NIL
For and on behalf of the Board of Directors
RAJKUMAR FORGE LIMITED
Arun Jindal Nitin Rajore
Director Whole Time Director
DIN : 00121523 DIN : 01802633

Place : Pune

Date : August 08 2020

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

For the financial year ended on March 31 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:

1. CIN L28910PN1990PLC056985
2. Registration Date June 22 1990
3. Name of the Company Rajkumar Forge Limited
4. Category/Sub-category of the Company Company Limited by Shares
5. Address of the Registered office & contact details Office No. 511 to 513 Global Square S. No. 247 14B
Yerawada Pune - 411 006
Telephone No. - 8956616160
Email : secretarial@rkforge.in
Website : https://rkforge.in/
6. Whether listed company Yes
7. Name Address & contact details of the Registrar & Link Intime India Pvt. Ltd.
Transfer Agent if any. Block 202 Akshay Complex Near Ganesh Temple
Off. Dhole Patil Road Pune - 411001
Phone: (020) 26160084 (020) 26161629
Email: pune@linkintime.co.in
Website: www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Forging pressing stamping and roll-forming of metal; 2591 100%
powder metallurgy

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-

No. Subsidiary/ Associate Shares Held Section
1 Western India Forgings Private Limited U28910PN1981PTC024155 Holding Company 65.82% Section
Registered Office : Gat No. 163 Off Nagar 2(46)
Road Sanaswadi Tal-Shirur Pune - 412 208

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding as on March 31 2020

Sr. No. Category of Shareholders

No. of Shares held at the beginning of the year [As on March 31 2019]

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

% Change
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year
A. Shareholding of Promoter and Promoter Group
(1) Indian
a) Individual / Hindu Undivided 725151 0 725151 6.63 725151 0 725151 6.63 0.00
Family
b) Central Government / State 0 0 0 0.00 0 0 0 0.00 0.00
Government(s)
c) Bodies Corporate 7200618 0 7200618 65.82 7200618 0 7200618 65.82 0.00
d) Banks / Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00
e) Any other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A)(1):- 7925769 0 7925769 72.45 7925769 0 7925769 72.45 0.00
a) Individuals (Non-Resident 0 0 0 0 0 0 0 0 0.00
Individuals / Foreign Individuals)
b) Government 0 0 0 0 0 0 0 0 0.00
c) Institutions 0 0 0 0 0 0 0 0 0.00
d) Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0.00
e) Others (specify) 0 0 0 0 0 0 0 0 0.00
Sub-total (A)(2):- 0 0 0 0 0 0 0 0 0.00
Total shareholding of 7925769 0 7925769 72.45 7925769 0 7925769 72.45 0.00
Promoter (A) = (A)(1) + (A)(2)
B. Public Shareholding
(1) Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
c) Alternate Investment Funds 0 0 0 0.00 0 0 0 0.00 0.00
d) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
Investors
e) Foreign Portfolio Investors 0 0 0 0.00 0 0 0 0.00 0.00
f) Banks / Financial Institutions 0 100 100 0.00 0 100 100 0.00 0.00
g) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
h) Provident Funds/ Pension Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1):- 0 100 100 0.00 0 100 100 0.00 0.00
(2) Central Government/ State Government(s)/ President of India
Central Government / State 0 0 0 0.00 0 0 0 0.00 0.00
Government(s)
Sub-total (B)(2):- 0 0 0 0.00 0 0 0 0.00 0.00
(3) Non-Institutions
a) Individuals
i) Individual shareholders holding nominal share capital up to Rs.2 lakh 901432 979500 1880932 17.19 931531 868800 1800331 16.46 0.73
ii) Individual shareholders holding nominal share capital in excess of Rs.2 lakh 290141 94100 384241 3.51 291081 94100 385181 3.52 (0.01)
b) NBFCs registered with RBI 0 0 0 0.00 0 0 0 0.00 0.00
c) Employee Trusts 0 0 0 0.00 0 0 0 0.00 0.00
d) Overseas Depositories (holding 0 0 0 0.00 0 0 0 0.00 0.00
DRs) (balancing figure)
e) Others (specify)
Hindu Undivided Family 29275 0 29275 0.27 40393 0 40393 0.37 (0.10)
Non-Resident Indians 3668 0 3668 0.03 3768 0 3768 0.03 0.00
Bodies Corporate 123655 6600 130255 1.19 138092 6600 144692 1.32 (0.13)
Foreign Nationals 0 0 0 0.00 0 0 0 0.00 0.00
Clearing Members 2759 0 2759 0.03 1065 0 1065 0.01 0.02
Investor Education and 582401 0 582401 5.32 638101 0 638101 5.83 (0.51)
Protection Fund Authority
Sub-total (B)(3):- 1933331 1080200 3013531 27.55 2044031 969500 3013531 27.55 0.00
Total Public Shareholding 1933331 1080300 3013631 27.55 2044031 969600 3013631 27.55 0.00
(B) = (B)(1) + (B)(2) + (B)(3)
C. Non Promoter - Non Public
(1) Custodian/DR Holder 0 0 0 0.00 0 0 0 0.00 0.00
(2) Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations 2014) 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 9859100 1080300 10939400 100 9969800 969600 10939400 100 0.00

B) Shareholding of Promoter

Shareholding at the beginning of the year [As on March 31 2019]

Shareholding at the end of the year [As on March 31 2020]

Sr. No. Shareholder's Name 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 Western India Forgings Private Limited 7200618 65.82 0.00 7200618 65.82 0.00 0.00
2 Arun Krishankumar Jindal 700000 6.40 0.00 725000 6.63 0.00 0.23
3 Krishankumar Brijlal Jindal 25000 0.23 0.00 0 0 0.00 (0.23)
4 Shruti Arun Jindal 51 0.00 0.00 51 0.00 0.00 0.00
5 Shubham Arun Jindal 100 0.00 0.00 100 0.00 0.00 0.00
TOTAL 7925769 72.45 0.00 7925769 72.45 0.00 (0.00)

C) Change in Promoters' Shareholding

Sr. No. Name

Shareholding at the beginning of the year

Dates Increase / Decrease in shareholding Reason

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Western India Forgings Private Limited 7200618 65.82 No change 7200618 65.82
2 Krishankumar Brijlal Jindal 25000 0.23 17.03.2020 (25000) Transmission 0 0.00
31.03.2020
3 Arun Krishankumar Jindal 700000 6.40 17.03.2020 25000 Transmission 725000 6.63
31.03.2020
4 Shubham Arun Jindal 100 0.00 No change 100 0.00
5 Shruti Arun Jindal 51 0.00 No change 51 0.00

D) Shareholding Pattern of top ten Shareholders

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

Sr. No. Name

Shareholding at the beginning of the year

Dates Increase / Decrease in shareholding Reason

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Investor Education and 582401 5.32 11.10.2019 (100) Transfer 582301 5.32
Protection Fund Authority 18.10.2019 (100) Transfer 582201 5.32
25.10.2019 58700 Transfer 640901 5.86
01.11.2019 400 Transfer 641301 5.86
24.01.2020 (3200) Transfer 638101 5.83
31.03.2020 638101 5.83
2 Nitin Shyam Rajore 75500 0.69 No Change 75500 0.69
3 Aparna Samir Thakker 60000 0.55 30.08.2019 (30500) Sale 29500 0.27
06.09.2019 30000 Purchase 59500 0.54
31.03.2020 59500 0.54
4 Tradelink Exim India Private 49456 0.45 20.09.2019 764 Purchase 50220 0.46
Limited 31.03.2020 50220 0.46
5 Shadakshari S 50000 0.46 No Change 50000 0.46
6 Rajiv Mehta 30000 0.27 No Change 30000 0.27
7 Vivek Ramvilas Agarwal 28307 0.26 16.08.2019 (5) Sale 28302 0.26
31.03.2020 28302 0.26
8 Patodia Forgings And Gears Limited 27608 0.25 No Change 27608 0.25
9 Xtended Business 12000 0.11 21.02.2020 3357 Purchase 15357 0.14
Reporting Limited 28.02.2020 12065 Purchase 27422 0.25
31.03.2020 27422 0.25
10 Mahendra Girdharilal 26418 0.24 No Change 26418 0.24
11 Sushila Siyamani Chowbey 27455 0.25 07.06.2019 399 Purchase 27854 0.25
30.08.2019 899 Purchase 28753 0.26
13.09.2019 47 Purchase 28800 0.26
04.10.2019 100 Purchase 28900 0.26
31.03.2020 28900 0.26
12 Sharekhan Limited 29032 0.27 05.04.2019 (2) Sale 29030 0.27
24.05.2019 70 Purchase 29100 0.27
31.05.2019 77 Purchase 29177 0.27
07.06.2019 (147) Sale 29030 0.27
02.08.2019 (10) Sale 29020 0.27
23.08.2019 5 Purchase 29025 0.27
30.08.2019 (5) Sale 29020 0.27
04.10.2019 100 Purchase 29120 0.27
11.10.2019 (26155) Sale 2965 0.03
08.11.2019 100 Purchase 3065 0.03
15.11.2019 (100) Sale 2965 0.03
20.12.2019 300 Purchase 3265 0.03
27.12.2019 (298) Sale 2967 0.03
31.12.2019 (967) Sale 2000 0.02
17.01.2020 100 Purchase 2100 0.02
24.01.2020 (100) Sale 2000 0.02
14.02.2020 100 Purchase 2100 0.02
21.02.2020 (100) Sale 2000 0.02
28.02.2020 857 Purchase 2857 0.03
06.03.2020 196 Purchase 3053 0.03
31.03.2020 3053 0.03

E) Shareholding of Directors and Key Managerial Personnel:

Sr. No. Name

Shareholding at the beginning of the year

Dates Increase / Decrease in shareholding Reason

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Arun Krishankumar Jindal 700000 6.40 17.03.2020 25000 Transmission 725000 6.63
31.03.2020 725000 6.63
2 Nitin Shyam Rajore 75500 0.69 - - - 75500 0.69
3 Ratanlal Tikaram Goel 0 0.00 - - - 0 0.00
4 Sudha Santhanam 0 0.00 - - - 0 0.00
5 Shubham Arun Jindal 100 0.00 - - - 100 0.00
6 Shruti Patil 0 0.00 05.09.2019 1 Purchase 1 0.00
31.03.2020 1 0.00

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment.

(Rs. in Lakhs)
Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 458.11 - - 458.11
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 458.11 - - 458.11
Change in Indebtedness during the financial year
* Addition 141.79 - - 141.79
* Reduction 146.96 - - 146.96
Net Change 5.17 - - 5.17
Indebtedness at the end of the financial year
i) Principal Amount 452.94 - - 452.94
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 452.94 - - 452.94

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

Sr. No. Particulars of Remuneration Name of MD/WTD/ Manager Mr. Nitin Rajore Total Amount
1 Gross salary 37.63 37.63
(a) Salary as per provisions contained in section 17(1) of the Income- tax Act 1961 - -
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - -
(c) Profits in lieu of salary under section 17(3) Income-taxAct 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of profit
- others specify…
5 Others please specify
Drivers Salary 2.17 2.17
Total (A) 39.80 39.80
Ceiling as per the Act

10% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013.

*Managerial Remuneration excludes post-employment benefit of gratuity.

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration

Name of Directors

Total Amount
R. T. Goel Sudha Santhanam
1 Independent Directors
Fee for attending board and committee meetings 2.70 2.70 5.40
Commission - - -
Others please specify - -
Total (1) 2.70 2.70 5.40
2 Other Non-Executive Directors

Arun Jindal

Fee for attending board and committee meetings 2.70 2.70
Commission -
Others please specify -
Total (2) 2.70 2.70
Total (B)=(1+2) 8.10
Total Managerial Remuneration 8.10
Overall Ceiling as per the Act

1% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sr. No. Particulars of Remuneration

Key Managerial Personnel

Total
Shubham Jindal (Chief Financial Officer) Shruti Patil (Company Secretary)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) 6.60 6.05 12.65
of the Income-tax Act 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
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
others specify… - - -
5 Others please specify - - -
Total 6.60 6.05 12.65

.