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Shree Narmada Aluminium Industries Ltd.

BSE: 513127 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Shree Narmada Aluminium Industries Ltd
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Shree Narmada Aluminium Industries Ltd. (SHNARMADAALUM) - Director Report

Company director report

Dear Members

M/s. Shree Narmada Aluminum Industries Limited

Your Directors have pleasure in presenting the 39th Annual Report together with theAudited Accounts of the Company for the financial year ended March 312020.

1. FINANCIAL RESULTS:

Particulars 2019-2020 (Rs.) 2018-2019 (Rs.)
Total Revenue
- Revenue from Operations - -
- Other Income 1356140 -
Total 1356140 -
Total Expenditure 1037166 12865212
Profit before Tax 318974 (12865212)
Provision for Tax
- Current Tax - -
- Tax expense (reversal) / provision for earlier years - -
Deferred Tax (Credit) - -
Profit After Tax 318974 (12865212)
Other comprehensive income - -
Total comprehensive income for the year (net of tax) 318974 (12865212)
Profit brought forward from previous year - -
Profit available for appropriation - -
Appropriations:
- Interim dividend - -
- Dividend distribution tax on interim dividend - -
- Final equity dividend - -
- Dividend distribution tax on final dividend - -
- Dividend distribution Tax Credit - -
- Balance Carried Forward to Balance Sheet 318974 (12865212)

2. DIVIDEND:

In view of the accumulated losses your Directors are not in a position to recommendany dividend for the year under review and regret for the same.

3. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK:

On account of general adverse market conditionsfor metal industries and the Company hasbeen sealed by the Court Receiver DRT- III Mumbai since August 2015 Company's operationhas been stopped. There is revenue during the financial year from other income and theCompany has ended the financial year with a profit of Rs. 318974/-.

As already inform earlier year that in spite of the Scheme of Compromise and/orArrangement being sanctioned by the Hon'ble High Court of Gujarat by its order dated16-5-2008 and ICICI and in its place Kotak Mahindra Bank Ltd. being paid over all that waspayable to it under the Scheme Kotak Mahindra Bank Ltd. has approached the Hon'bleDRT-III Mumbai which has by its ex-parte order dated 05-01-2015 appointed a Receiver totake physical possession of the Company's factory. The Court Receiver has taken possessionof the factory of the Company on 06-08-2015. The Company has challenged the said order andthe Company is also vigorously trying to get the said order vacated.

4. BOARD MEETINGS/COMMITTEE MEETINGS:

Board Meeting

06 (Six) Board meetings were held in the financial year 2019-2020 and the gap betweentwo Board Meetings did not exceed 120 days.

The same were held as under:

1. 24.04.2019

2. 30.05.2019

3. 14.08.2019

4. 03.09.2019

5. 14.11.2019

6. 11.02.2020

The record of attendance of each Directors:

Name of the Directors No. of Meeting held Board Meetings Attended During 2019-2020
Mr. Kantilal Bhuralal Patel 06 06
Mr. Milan Rambhai Patel 06 06
Mr. Arvind Amrutlal Raval 06 06
Mr. Babubhai Kantilal Shah 06 06
Mrs. Amrutaben Kantilal Patel 06 06

Audit Committee

4 (Four) Audit Committee meetings held during the financial year 2019-2020. The samewere held as under

1. 30.05.2019

2. 14.08.2019

3. 14.11.2019

4. 11.02.2020

The composition of the Audit Committee is as under:

Name of the Member Chairman / Member No. of Meeting held Meetings Attended During 2019-2020
Arvind Amrutlal Raval Member 04 04
Babubhai Kantilal Shah Chairman 04 04
Milan Rambhai Patel Member 04 04

The Board has accepted all recommendations of audit committee.

Nomination and Remuneration Committee

Nomination and Remuneration committee meetings held during the financial year2019-2020. The same were held on 30th May 2019 and 14th November 2019.

The composition of the Nomination and Remuneration Committee is as under:

Name of the Member Chairman/Member No. of Meeting held Meetings Attended During 2019-2020
Babubhai K. Shah Chairman 02 02
Arvind A. Raval Member 02 02
Milan Patel Member 02 02

Stakeholders Committee

Stakeholders Committee meeting held during the financial year 2019-2020. The same washeld on:

1. 30.05.2019

2. 14.08.2019

3. 14.11.2019

4. 11.02.2020

The composition of the Stakeholders Committee is as under:

Name of the Member Chairman / Member No. of Meeting held Meetings Attended During 2019-2020
Babubhai K. Shah Chairman 04 04
Arvind A. Raval Member 04 04
Milan Patel Member 04 04

5. DIRECTORS'RESPONSIBILITYSTATEMENT:

In accordance with the provisions of 134 (5) of the Companies Act 2013 the Boardhereby submits its responsibility statement:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;

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

(iii) The Directors have 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 have prepared the annual accounts on a going concern basis.

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

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

6. STATEMENT ON INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

7. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return In Form MGT-9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure'A' to this Report.

Website: www.snailbh.in

8. COMPANY'S POLICY RELATING TO DIRECTORS:

The Company's policy relating to appointment of Directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under section 178(3) of The Companies Act 2013 infurnished in Annexure 'B'. The policy has been updated on company website.

9. COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK:

Statutory Auditor

The Notes on Financial Statements referred to in the Auditor's report areself-explanatory and do not calls for any further comments.

Secretarial Auditor

The observations in the Secretarial Audit Re port are self-explanatory and do notcallsfor any further comments.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

11. RELATED PARTYTRANSACTIONS:

All contracts /arrangements /transactions entered by the Company during the financialyear with related parties as defined under the Companies Act 2013 and Clause 49 of theListing Agreement/ Regulation 23 of Listing Obligations and Disclosure Requirements werein the ordinary course of business and on an arm's length basis therefore Form AOC - 2is not applicable to the Company.

12. MATERIAL CHANGES:

In spite of dues are paid to ICICI Bank under the order of Honorable High Court ofGujarat dated 16.05.2008 M/s. KotakMahindra Bank claiming to be the assignee of ICICIBank approached to Honorable DRT Mumbai. By Ex-parte order dated 05.01.2015 theHonorable DRT-III Mumbai passed an order and appointed Court Receiver to take the physicalpossession of the factory. The Court Receiver has taken possession of factory premises on6th August 2015. The said order is under challenged and the Company Is continuously makingreasonable efforts to get the said Order vacated. Due to this the Company's operation hasbeen stopped since August- 2015. Due to this reason the Company's rent income towardslease rent has been stopped.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:

Considering the present nature of activity the provisions of Section 134(m) of theCompanies Act 2013 in respect of Conservation of energy etc. is not applicable to thecompany.

There was no foreign exchange inflow or outflow during theyear under review.

14. RISK MANAGEMENT:

At present the company's entire manufacturing unit has been acquired by the CourtReceiver appointed by DRT-III Mumbai. under securitization act and as a result thecompany has moved an application before appellate authority. Till the company re-obtainthe possession your company is not in a position to start commercial production.

Adverse market condition is also one of the riskforthe company at present. For the samethe company Is establishing strong marketing base.

Due to financial crises company is not able to retain the experience personnel and asa result the labour turnover ratio is very high. To manage the labor turnover ratio thecompany intend to appoint General Manager (Commerce) who will be taking care of the entiredepartment

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 is not applicable to yourCompany for the current year.

16. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board' functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors as decided by Nomination and Remuneration Committee was carried

out by the entire Board. The performance evaluation of the Chairman and theNon-Independent Directors was carried out by the Independent Directors who also reviewedthe performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process

17. SUBSIDIARYJOINTVENTURESORASSOCIATECOMPANY:

Company does not have any subsidiary /Joint venture/ other associate company.

18. DIRECTORS:

Mr. Kantilal Patel is liable to retire by rotation

Mr. Kantilal Patel (DIN 01441306) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Appointment ofIndependent Director:

Mrs. Shakuntala Rajesh Chavan (DIN-08636266) is proposed to be appointed asNon-Executive Independent Director subject to the approval of the members at the ensuingAnnual General Meeting. Members are requested to approve the resolution for appointment ofMrs. Shakuntala Rajesh Chavan as Independent Director to hold office for a term of 5 yearsconsecutive year commencing from 30th September 2020 whose period of office will not beliable to retire by rotation.

Resignation of Independent Director:

Mr. Arvind Amrutlal Raval (DIN-02143076) Non-Executive Independent Director hasresigned from the post of Independent director on 24th August 2020.

The term of Mr. Babubhai Kantilal Shah (DIN-01383002) Non-Executive IndependentDirector of the Company expires at the ensuing Annual General Meeting.

19. Disclosure under Section 197 (12) and rules 5 of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014.

The requisite details relating to ratio of remuneration percentage increase inremuneration etc. as stipulated under the above rules are annexed at "Annexure -C" to this report.

20. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

(i) Name of top 10 employees in terms of remuneration draw

Designation ofthe Employee Remuneration received Nature of Employment whether contractual or otherwise Qualification & Experience ofthe Employee Date of commencement of employment Age of such employee The last employment held by such employee before joining the Company Percentage of equity shares held

Not Applicable as no such employees

(ii) Employed throughout the year and were in receipt of remuneration of not less thanRs. 1.02 Cr. per annum Not Applicable

(iii) Names ofemployees employed for part ofthe year and were in receipt ofremuneration of not less than Rs. 8.50 Lacs per month.

Not Applicable

Note:

1. The percentage of equity shares held by above mentioned employees are NILas on 31stMarch 2020.

2. None ofthe Company's employees is related to any directors ofthe company.

21. AUDITORS:

STATUTORY AUDITOR

The Auditors M/s. K. M. Swadia & Company Chartered Accountants Vadodara thepresent statutory auditors were appointed in the Annual General Meeting held in the year2017 as per the provisions of Section 139 of the Companies Act 2013 for a period of 5years i.e. till the conclusion of 6th Annual General Meetingtobeheld intheyear2022.

SECRETARIAL AUDITOR

M/s Saurabh Shukla & Associates Practicing Company Secretaries (Membership No. ACS48999 CP N0.17845) has been appointed as Secretarial Auditorforthefinancial year2019-2020.

The Secretarial audit report is appended as an Annexure-D to this report.

22. DEPOSITS:

The Company has borrowed moneys from directors during the financial year under review.

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE:

As informed in spite of dues are paid to ICICI Bank under the order of Honorable HighCourt of Gujarat dated 16.05.2008 M/s. Kotak Mahindra Bank claiming to be the assignee ofICICI Bank approached to Honorable DRT Mumbai. By Ex-parte order dated 5.1.2015 theHonorable DRT-III Mumbai passed an order appointed Court Receiver to take the physicalpossession ofthe factory. The Court Receiver has taken possession of factory premises on6th August 2015. The said order is under challenged and the Company is continuously makingreasonable efforts to take relief from the said Order. Due to this the Company's operationhas been stopped since August - 2015. As result a rent towards lease rent premises fromlessee has been stopped.

24. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control system with reference to theFinancial Statements for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.

25. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEL) ACT 2013.

In terms of section 22 of the SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013 we report that during 2019-2020 no case has beenfiled under the said Act.

26. CORPORATE GOVERNANCE REPORT

In terms of circular SEBI CIR/CFD/Policy Cell/7/2014 dated 15th September 2014 issuedby SEBI the amended clause 49 of Equity Listing Agreement and as stipulated under theRegulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. It is not mandatory for the time being in respect of Companies having paid up sharecapital not exceeding Rs. 10 Croresand Net worth not exceeding Rs. 25 Crores as on thelast day of previous financial year. In view of the above separate corporate governancereport is not provided.

27. VIGIL MECHANISM

The Company has established a Vigil Mechanism and oversees through the Audit Committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.The Company have updated the policy on company website. The Vigil Mechanism Policy isappended as an Annexure 'E' to this Report.

28. SHARES

a. BUY BACKOF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issue any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

No Bonus shares were issued during the year under review.

d. EMPLOYEE STOCKOPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employee.

29. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of theCompany fortheir continued support and co-operation.

On Behalf ofthe Board of Directors Sd/-

Kantilal B. Patel

Managing Director (DIN 01441306)

Place: Mumbai Date:07/09/2020

Form No. MGT-9

(Extract of annual return as on F.Y. ended on 31/03/2020)

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014] I. REGISTRATION AND OTHER DETAILS

i) Corporate Identification Number L91110GJ1981PLC004269
ii) Registration Date 15/04/1981
iii) Name of the Company SHREE NARMADA ALUMUNIUM INDUSTRIES LIMITED
iv) Category / Sub-Category of the Company Public /Company Limited by Share's
v) Address of the Registered office and contact details Plot No 95/1 BholavPalaj Road Bhalav Bharuch - 392001
vi) Whether listed company Yes Bombay Stock Exchange
vii) Name Address and Contact details of Registrar and Transfer Agent if any Not applicable as the company has not established demate connectivity due to suspension of trading.

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. Aluminium Extruded Sections 7604 -

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :

Not Applicable

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

Category of Shareholders

No. of Shares held at the Beginning of the year

No. of Shares held at the end of the year

% Change during the
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares year
A. Promoters
(1) Indian
a) Individual/HUF 8110 8110 1.56% 8110 8110 1.56% 0
b) Central Govt
c) State Govt(s)
d) Bodies Corp. 326064 326064 62.60% 326064 326064 62.60% 0
e) Banks /FI
f) Any Other....
(person acting in concert) 54651 54651 10.49% 54651 54651 10.49% 0
Sub-total (A)(1):- 388825 388825 74.65% 388825 388825 74.65% 0
(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 388825 388825 74.65% 388825 388825 74.65% 0
(A) = (A) (2)
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Nationalized Banks
c) FI 14994 14994 2.88% 14994 14994 2.88% 0
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) Fils
h) Foreign Venture
Capital Funds
1) Others (specify)
Sub-total (B) (1):- 14994 14994 2.88% 14994 14994 2.88% 0
2. Non Institutions
a) Bodies Corp.
1) Indian
ii) Overseas
b) Individuals
1) Individual shareholders holding nominal share capital upto Rs. 2 lakh 107329 107329 20.60% 107329 107329 20.60%
ii) Individual shareholders holding nominal share in excess of Rs. 2 lakh
c) Others (specify) 9750 9750 1.87% 9750 9750 1.87%
Sub-total (B) (2):- 117079 117079 22.48% 117079 117079 22.48%
Total Public Shareholding (B)=(B)(1)+(B)(2) 132073 132073 25.35% 132073 132073 25.35%
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A=B=C) 520898 520898 100% 520898 520898 100%

ii) Shareholding of Promoters:

Shareholders Name No.

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change in share holding during the year

No. of Shares % of total Shares of Company % of Share Pledged No. of Shares % of total Shares of Company encumbered to total share
1 ML Mansukhani & Co Pvt Ltd 167647 32.18 167647 32.18 _ 0
2 Maharashtra Aluminium & Alloys Pvt Ltd 76650 14.71 - 76650 14.71 - 0
3 Patel Sales Pvt Ltd 77767 14.93 - 77767 14.93 - 0
4 Hirenbhai Deepakbhai Patel 24987 4.80 - 24987 4.80 - 0
5 Deepakbhai B Patel 12600 2.42 - 12600 2.42 - 0
6 Kantibhai B Patel 8110 1.56 - 8110 1.56 - 0
7 Raju Bhurabhai Patel 6170 1.18 - 6170 1.18 - 0
8 Pravin Kumar Bhurabhai Patel 5640 1.08 - 5640 1.08 - 0
9 Sagar Innovate Private Limited 4000 0.77 - 4000 0.77 - 0
10 Dharamshi Jeram Patel 1410 0.27 - 1410 0.27 - 0
11 Fleenabhen Deepak Patel 1100 0.21 - 1100 0.21 - 0
12 Divyanbhai Pravinbhai Patel 744 0.14 ~ 744 0.14 ~ 0
13 Sangeetaben Rajubhai Patel 700 0.13 - 700 0.13 - 0
14 Varshaben Pravinbhai Patel 700 0.13 - 700 0.13 - 0
15 Amrutaben Kantilal Patel 600 0.12 - 600 0.12 - 0
TOTAL 388825 74.65 388825 74.65

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

Sr. No.

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

hr) Shareholding Pattern of top ten Shareholders: - (other than Directors Promotersand Holders of GDRs and ADRs)

M/S. A3 CAPITAL SERVICES (INDIA) LTD

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1 No. of shares % of total shares of the company No. of shares % of total shares of the company
1. At the beginning of the year 9090 1.75% 9090 1.75%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation if separated during the year) 9090 1.75% 9090 1.75%
1. At the beginning of the year

14994 2.88%

14994 2.88%

2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation if separated during the year) 14994 2.88% 14994 2.88%
1. At the beginning of the year 11920 2.29% 11920 2.29%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation if separated during the year) 11920 2.29% 11920 2.29%
1. At the beginning of the year 14970 2.87% 14970 2.87%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation if separated during the year) 14970 2.87% 14970 2.87%
1. At the beginning of the year 22433 4.30% 22433 4.30%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year (or on the date of separation if separated during the year) 22433 4.30% 22433 4.30%

v) Shareholding of Directorsand Key Managerial Personnel

1. At the beginning of the year 8110 1.56% 8110 1.56%
2. Date wise Increase / Decrease In Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year 8110 1.56% 8110 1.56%
1. At the beginning of the year 600 0.12% 600 0.12%
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year 600 0.12% 600 0.12%

V. INDEBTEDNESS:

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
1). Principal Amount
ii). Interest due but not paid - 63213376 Nil 62590526
iii). Interest accrued but not due
Total (1 +ii+iii) Nil 565000 Nil 565000
Change in Indebtedness during the financial year
• Addition - 63213376 Nil 62590526
• Reduction
Net Change Nil 565000 Nil 565000
Indebtedness at the beginning of the financial year
1). Principal Amount
ii). Interest due but not paid Nil 63778376 Nil 62590526
iii). Interest accrued but not due
Total (1 +ii+iii) Nil 63778376 Nil 63213376

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

B. Remuneration to other directors: NIL

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

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

On Behalf of the Board of Directors Sd/-

Kantilal B. Patel

Managing Director (DIN 01441306)

Place: Mumbai Date: 07/09/2020

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND OTHER EMPLOYEES

1. Term of Appointment of Directors

A. Maximum Tenure of Independent Directors

I) An independent director shall hold office for a term up to five consecutive years onthe Board of the Company and shall be eligible for reappointment for another term of up tofive consecutive years on passing of a special resolution by the Company.

Provided that a person who has already served as an Independent director for five yearsor more in the Company shall be eligible for appointment on completion of his presentterm for one more term of up to five years only.

Every independent director shall at the first meeting of the Board in which heparticipates as a director and thereafter at the first meeting of the Board in everyfinancial year or whenever there is any change in the circumstances which may affect hisstatus as an independent director give a declaration that he meets the criteria ofindependence mentioned in (5) (A) below.

ii) An independent director who completes his above-mentioned term shall be eligiblefor appointment as independent director in the Company only after the expiration of threeyears of ceasing to be an independent director in the Company.

B. Term of Other Directors

Not less than two-thirds of the total number of directors of the Company shall bepersons whose period of office is liable to determination by retirement of directors byrotation and be appointed by the Company in general meeting.

For the purpose of determining directors liable to retire by rotation "totalnumber of directors" shall not include independent directors on the Board of theCompany.

2. Appointment of Key Managerial Personnel and Persons in Senior Management

The Committee shall appoint Key Managerial Personnel and persons in Senior Managementand shall approve the terms and conditions of their appointment including theirremuneration. The Committee shall strive to appoint a person best suited for the job interms of talent qualification and experience required forthe position.

Senior Management shall mean personnel of the Company who are members of its coremanagement team excluding Board of Directors comprising all members of management onelevel below the Board of Directors and includes functional heads.

3. Criteria for Determining Qualifications of Directors

Fora person to qualify as a director he shall possess appropriate skills experienceand knowledge in one or more fields of finance law human resource management salesmarketing administration research corporate governance technical operations or otherdisciplines related to the Company's business.

4. Positive Attributes

a) Integrity

A director Key Managerial Personnel and a person in Senior Management shall be aperson of integrity and shall uphold highest standards of probity.

b) Commitment

A director Key Managerial Personnel and a person in Senior Management shall devotesufficient time and attention to his professional obligations for informed and balanceddecision making.

c) Compatibility

A director should be able to develop a good working relationship with other Boardmembers and contribute to the Board's working relationship with the senior management ofthe Company.

5. Criteria for Determining Independence of Directors

An independent director shall be a director otherthan a managing directoror awhole-time director or a nominee directorial who is a person of integrity and possessesrelevant expertise and experience;

(b) (i) who is or was not a promoter of the Company or its holding subsidiary orassociate company;

(ii) who is not related to promoters or directors in the Company its holdingsubsidiary or associate company;

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

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

(e) who neither himself noranyof hisrelatives-

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

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

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

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

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

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

(f) who possesses the qualifications prescribed in (1) above.

6. Evaluation of Performance of Independent Directors

The Chairman shall review the performance of the independent director and providefeedback as appropriate.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior ManagementEmployees.

REMUNERATION OF NON-EXECUTIVE DIRECTORS

The non-executive directors are entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in Board /

Committee Meetings as detailed hereunder:

i. A non-executive director shall be entitled to receive sitting fees for attendingeach meeting of the Board or Committee thereof attended by him of such sum as may beapproved by the Board of Directors with in the over all limit prescribed by CompaniesAct2013 and Companies Managerial Remuneration Rules2014.

ii. A non-executive director will be entitled to receive commission on an annual basisof such sum as may be approved by the Board on the recommendations of Nomination andRemuneration Committee.

iii. The Nomination and remuneration Committee may recommend to Board the payment ofcommission on uniform basis to reinforce the principle of collective responsibility.

iv. The Nomination and Remuneration committee may recommend higher commission forchairman of the Board considering his overall responsibility.

v. In determining the quantum of commission payable to directors the Nomination andRemuneration Committee will make its recommendations taking into consideration the overallperformance of the Company and responsibilities shouldered by the director.

vi. Nomination and remuneration committee may recommend to Board additional commissionto the directors who are members of the Audit Committee subject to ceiling on totalcommission payable.

vii. The total commission payable shall not exceed 1% of the net profits of theCompany.

viii. The commission shall be payable on prorata basis to those directors who occupyoffice for part of the year.

ix. The Independent Directors shall not be entitled to participate in stock optionscheme of the Company if any.

REMUNERATION OF MANAGING DIRECTOR

i. At the time of appointment or reappointment the managing director shall be paidsuch remuneration as may be mutually agreed within the overall limits prescribed underthe Companies Act 2013.

ii. The remuneration shall be subject to approval of the Members in General Meeting.

iii. The remuneration of Managing Director may be dividend in to fixed and variablecomponent. Theflxed component will include salary allowances perquisites and otheramenities. The variable portion may include performance bonus.

iv. In determining the remuneration the Nomination and Remuneration Committee mayconsiderfollowing:

a. The relationship of remuneration and performance benchmark is clear.

b. Balance between fixed and incentive pay reflecting longterm and short termperformance objectives of the Company and its goals.

c. Responsibility required by Managing Director and Industry Benchmarkand currenttrends.

d. The Company's performance and annual budget achievements.

REMUNERATION OFSENIOR MANAGEMENT EMPLOYEES

I. In determining the remuneration of the Senior Management employees the Nominationand Remuneration Committee shall considerfollowing.

a. The relationship of remuneration and performance benchmark is clear.

b. Balance between fixed and incentive pay reflecting long term and short termperformance objectives of the Company and its goals.

c. The remuneration is divided in to two components fixed component and performancebased incentive.

d. The remuneration Including Annual Increment and performance Incentive is based onthe criticality of the roles and responsibilities individual performance industrybenchmark and current compensation trend in the market.

ii. The Managing Director will carry out individual performance review based on thestandard appraisal matrix and recommend the Annual Increment and Performance incentive tothe Nomination and Remuneration Committee.

.