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Standard Industries Ltd.

BSE: 530017 Sector: Others
NSE: SIL ISIN Code: INE173A01025
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OPEN 16.09
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VOLUME 185819
52-Week high 16.09
52-Week low 7.72
P/E
Mkt Cap.(Rs cr) 103
Buy Price 16.09
Buy Qty 32160.00
Sell Price 16.09
Sell Qty 4.00

Standard Industries Ltd. (SIL) - Director Report

Company director report

To

The Members

Standard Industries Limited.

Your Directors hereby present the 123rd Annual Reporttogether with the Audited Statements of Accounts for the Financial Year ended 31stMarch 2020.

 

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

Current year 01.04.2019 to 31.03.2020

Previous year 01.04.2018 to 31.03.2019

(Rs. in lakhs)

(Rs. in lakhs)

Gross Operating Profit before Depreciation and tax (4005.38)

(2289.30)

Less: Depreciation 286.82

113.31

Profit before Taxes (4292.20)

(2402.61)

Current Tax __

__

Excess provision of Tax written back (200.33)

__

Profit after Taxes (4091.87)

(2402.61)

Remeasurements of the defined benefit Plan (2.26)

(7.53)

Balance brought forward from previous year (1407.55)

1778.13

Less :Interim Dividend on Equity Shares

482.47

Less :Corporate Tax on Dividend

99.19

Final Dividend on Equity Shares

160.82

Corporate Tax on Final Dividend

33.06

Sub-total

775.54

(1407.55)

1002.59

Retained Earnings (5501.68)

(1407.55)

 

The Company has drawn up its Accounts under IND AS.

 

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS: TRADINGDIVISION

For the Financial Year April 2019 to March 2020 under review theCompany has achieved a Textile Trading turnover of

Rs. 1655.69 lakhs in comparison with Rs. 1258.19 lakhs for theprevious Financial Year. Thus achieving an increase of 32%.

During the last three years the Company is achieving turnovergrowth.

The main season of our business is during March/April toSeptember/October months. Unfortunately this time we have lost our prime season of salesfrom March 2020 onwards for almost 4 months due to the COVID-19 pandemic situation allover the world. Although we are hopeful of regaining lost ground in coming months it hasadversely affected the market conditions /sentiments of the customers.

 

PROPERTY DIVISION (REAL ESTATE ACTIVITIES)

The Property Division of the Company comprises of assets whichare in excess of business needs which the Company would liquidate based on marketconditions.

Your Company enjoys the benefit of leasehold rights from MIDC inapproximately 62.25 acres comprising of Plot No. IV situated at Trans-Thane CreekIndustrial Area in the Villages of Ghansoli & Savali Dist. Thane with clear title.The Real estate segment which was already reeling under the impact of the economicslowdown and thereby weak sales prospect was severely impacted due to COVID-19 impact.

 

PRE-COVID

In the 3rd quarter of calendar year 2019 thecountry's economic growth declined to less than 5%. The economy bottomed out. It wasexpected that in the 4th quarter of calendar year 2019 i.e. October 2019 toDecember 2019 the economy would pick up to 5%. However the economy has remainedstagnant.

The current slowdown is due to various factors viz. aftereffects of demonetization Covid-19 outbreak consumer demand slump real estate slowdownlesser jobs and lower investments.

 

CONSOLIDATED ACCOUNTS

ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTHPANDEMIC FROM COVID-19:

The Company has considered the possible effects that may resultfrom the pandemic relating to COVID-19 on the carrying amounts of receivables unbilledrevenues and investment in subsidiaries. In developing the assumptions relating to thepossible future uncertainties in the global economic conditions because of this pandemicthe Company as on the date of this Report has used internal and external sources ofinformation including credit reports related information and economic forecasts. Theimpact of COVID-19 on the Company's financial statements may differ from that estimated asat the date of approval of the financial statements.

The Consolidated Financial Statements of your Company for thefinancial year 2019-20 are prepared as per Indian Accounting Standards ("INDAS") and in compliance with applicable provisions of the Companies Act 2013("the Act") read with the Rules issued thereunder and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). The consolidated financial statements have been prepared on the basisof audited financial statements of your Company and its subsidiaries as approved by therespective Board of Directors.

 

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of theCompany.

 

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March2020 is Rs. 321644705/- comprising 64328941 Shares of

Rs. 5/- each.

During the financial year under review the Company has notissued any class of securities including shares with differential voting rights sweatEquity Shares and has not granted any stock options.

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

The Company does not have any scheme of provision of money forthe purchase of its own shares by employees or by trustees for the benefit of employees.

 

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during thefinancial year under review. Therefore there is no information to submit in respect ofconservation of energy and absorption of technology. The Company is however constantlypursuing technological upgradation in a cost-effective manner for delivering qualitycustomer service.

The Company has no foreign exchange earnings and outgoings duringthe financial year under review.

 

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on31st March 2020. The Company has not accepted any public deposits underChapter V of the Act and rules made thereunder.

However the Company has taken loans from Financial Institutionswhich are exempt from the definition of ‘deposit' under the Companies (Acceptance ofDeposits) Rules 2014. The details of such loans are given in Note no. 21 to thestandalone financial statements.

 

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) and 134(5)of the Act with respect to Directors' Responsibility Statement the Directors of yourCompany hereby state and confirm that :

(a) in the preparation of the annual accounts for the financialyear ended 31st March 2020 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) the Directors have prepared the annual accounts on a goingconcern basis;

(e) the Directors have laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and areoperating effectively;

(f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

 

DETAILS OF SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Associate or Joint Venture Company.However your Company has following Subsidiaries:

1. Standard Salt Works Limited

2. Mafatlal Enterprises Limited

 

COST RECORDS

Maintenance of cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013 is not applicable to theCompany.

 

DONATIONS

During the Financial Year the Company has donated a sum of Rs.2561000 to various Charitable and Educational Institutions.

 

DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Directors

Pursuant to Article 158 of the Articles of Association of theCompany read with Section 152 of the Act Smt. Divya P. Mafatlal is due to retire byrotation at the ensuing AGM and being eligible offers herself for reappointment.

 

B. Changes in Directors and Key Managerial Personnel

Shri M.L.Apte tendered his resignation as Independent Director ofthe Company with effect from 11th September 2019. The Board has placed onrecord their sense of appreciation of the valuable services rendered by Shri M. L. Apteduring his association with the Company. Your Directors with deep regret would like toinform you about the sad demise of Shri M. L. Apte on 23rd September 2019. Hewas an Industrialist having wide and varied experience of more than 60 years in the areasof Textile Chemicals Chocolate Manufacturing and other businesses. He was associatedwith the Company as a Director for over 34 years during which period the Company hasimmensely benefitted through his guidance. The Chairman and the Board of Directors recordtheir profound sorrow and grief on the sad demise of Shri M. L. Apte.

The Board of Directors at their meeting held on 29thNovember 2019 have appointed Ms. Aziza A. Khatri Additional Non-Executive Director asIndependent Director of the Company in terms of Section 149 161 and other applicableprovisions of the Act subject to approval of the Members at the ensuing Annual GeneralMeeting ("AGM") Your Directors are seeking appointment of Ms. Aziza A. Khatri asIndependent Director for 2 consecutive years with effect from 29th November2019 at the ensuing Annual General Meeting. Details of the proposal for appointment ofMs. Aziza A. Khatri are mentioned in the Explanatory Statement attached to the Notice ofthe 123rd Annual General Meeting. Shri D. H. Parekh was appointed as anExecutive Director for a period 3 (three) years commencing from 2nd August2017 and his tenure would expire on 1st August 2020. Based on therecommendation of the Nomination and Remuneration Committee the Board has re-appointedShri D. H. Parekh as Executive Director for a term of 3 (three) years with effect from 2ndAugust 2020 to 1st August 2023 subject to approval of Members at the ensuingAGM. The terms and conditions of his re-appointment are mentioned in the ExplanatoryStatement under Section 102(1) of the Act.

None of the Directors of the Company are disqualified from beingappointed as Directors as specified in Section 164 of the Act.

 

C. Declarations by Independent Directors and re-appointment:

Pursuant to the provisions of Section 149 of the Act theIndependent Directors have submitted declarations that each of them meet the criteria ofindependence as provided in Section 149(6) of the Act along with Rules framed thereunderand Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in thecircumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that Ms. Aziza A. Khatri appointedduring the year is a person of integrity and has expertise and experience as required forIndependent Director.

None of the Directors of the Company are disqualified from beingappointed as Directors as specified in Section 164 of the Act.

 

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 5 Board Meetings were held thedetails of which are given in the Corporate Governance Report. The gap between theconsecutive meetings were within the period prescribed under Section 173 of the Act andRegulation 17(2) of SEBI Listing Regulations.

 

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors of theCompany comprises 3 Independent Non-Executive Directors in addition to the ExecutiveDirector (Whole-time Director):

Shri K. J. Pardiwalla — Chairman
Shri D. H. Parekh — Member
Shri Shobhan Diwanji — Member
Ms. Aziza A. Khatri
(w.e.f. 29th November 2019) — Member

 

Shri M. L. Apte resigned as an Independent Director and member ofAudit Committee of the Company with effect from 11th September 2019.

 

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Shri K. J.Pardiwalla Chairman Shri Shobhan Diwanji Smt. Divya P. Mafatlal and Ms. Aziza A.Khatri Members. The Committee has laid down the Company's Policy on Directors appointmentand remuneration including criteria for determining qualifications positive attributesindependence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the Act theCompany's Policy on Directors' appointment & remuneration is uploaded on the websiteof the Company at the link www.standardindustries.co/pdf/Nomination&RemunerationPolicy.pdf

 

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the Report.

 

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.

 

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company's internal control procedures are adequate to ensurecompliance with various policies practices and statutes in keeping with theOrganization's pace of growth and increasing complexity of the operations. The Companymaintains a system of internal controls designed to provide reasonable assurance regardingthe following:

• Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

• Timely preparation of reliable financial information.

Key controls have been tested during the year and corrective andpreventive actions are taken for any weakness. Internal Audit System is engaged inevaluation of internal control systems. Internal Audit findings and recommendations arereviewed by the Management and Audit Committee of the Board of Directors.

 

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards ("INDAS") pursuant to Ministry of Corporate Affairs Notification dated 16thFebruary 2015 notifying the Companies (Indian Accounting Standard) Rules 2015.

 

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications reservations or adverse remarksmade either by the Statutory Auditors or by the Secretarial Auditor in their respectiveReports. The observations made by the Statutory Auditors read with the relevant notes onaccounts is self-explanatory.

 

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESINCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 the statement containing salient features of thefinancial statements of the Company's subsidiaries (in Form AOC – 1) is annexed tothe Financial Statements of the Company.

 

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return pursuant to the provisions ofSection 92 of the Act read with Rule 12 of the Companies (Management and Administration)Rules 2014 is furnished in Form MGT-9 in Annexure A of this Report. In compliancewith Section 134(3)(a) of the Act MGT-9 has been uploaded on the website of the Companyat the link http://www.standardindustries.co/ pdf/MGT-9ExtractofAnnualReturn2019-20.pdf

 

FORMAL ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

The Board of the Company based on recommendations of theNomination and Remuneration Committee has carried out an annual performance evaluation ofits own performance and that of its statutory committee viz. Audit CommitteeStakeholders' Relationship Committee

Nomination and Remuneration Committee and that of the individualDirectors pursuant to the provisions of the Act and SEBI Listing Regulations. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.

The details of programmes for familiarization of IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the Industry in which the Company operates business model of the Company and relatedmatters and familiarization programmes attended by Independent Directors are put up on thewebsite of the Company at the link http://www.standardindustries.co/pdf/FamiliarizationProgrammeforIndependentDirectors.pdf

 

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with aview to provide a mechanism for Directors and Employees of the Company to approach theAudit Committee of the Board of Directors of the Company or any member of such AuditCommittee. It aims to provide a platform for the Whistle Blower to raise concerns onserious matters regarding ethical values probity and integrity or any violation of theCompany's Code including the operations of the Company. The said Code has been displayedon the Company's website www.standardindustries.co There have been no cases of fraudswhich required the Statutory Auditors to report to the Audit Committee/ Board during thefinancial year under review.

 

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in linewith the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment.

There have been no complaints received during the financial year.

 

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formed a CSR Committee and has uploaded the CSRPolicy on the Company's website at link www.standardindustries.co/pdf/PolicyOnCorporateSocialResponsibility.pdf During the year under review the CSR provisionsas prescribed under the Act are not applicable to the Company hence Company is notrequired to contribute towards CSR.

 

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments pursuant to theprovisions of Section 186 of the Act read with Companies (Meetings of Board and itsPowers) Rules 2014 are given in the Notes to the Financial Statements.

 

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of the Act aredisclosed in Form No. AOC -2 (Please refer Annexure B to the Directors' Report).The Company has framed a Policy on Related Party Transactions. The web link where Policyon dealing with Related Party transactions is disclosed is www.standardindustries.co/pdf/PolicyOnRelatedPartyTransactions.pdf

 

PARTICULARS OF EMPLOYEES

The information as per Section 197 of the Act read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report as Annexure C. However as per the provisions of Section 136 ofthe Act the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' remuneration particulars as requiredunder Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing AGM. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company in this regard.

 

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read withRegulation 24A of the SEBI Listing Regulations the Company has appointed M/s. NishantJawasa & Associates to undertake the Secretarial Audit of the Company. Pursuant toRegulation 24A of the SEBI Listing Regulations M\s. Kaushik M. Jhaveri & CoPracticing Company Secretaries has been appointed by the Board of Standard Salt WorksLimited the ‘material unlisted subsidiary' to undertake the Secretarial Audit ofStandard Salt Works Limited. Reports of the Secretarial Auditor for the Company andStandard Salt Works Limited is annexed herewith as Annexure D1 and D2 respectively.The Secretarial Audit Reports do not contain any qualification reservation adverseremark or disclaimer.

 

RISK MANAGEMENT POLICY

During the Financial Year under review a detailed exercise onBusiness Risk Management was carried out covering the entire spectrum of businessoperations and the Board has been informed about the risk assessment and minimizationprocedures. Business risk evaluation and management is an ongoing process with theCompany.

 

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI ListingRegulations a separate Report on Corporate Governance and a certificate from the Auditorsof the Company regarding compliance of the conditions of Corporate Governance are annexedto this Report.

 

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(2) (e) read with Schedule V of SEBI ListingRegulations is enclosed as Annexure to this Report.

 

INSURANCE

All the properties/assets including buildings furniture/fixtures etc. and insurable interests of the Company are adequately insured.

 

AUDITORS

M/s. Arunkumar K. Shah & Co. (Firm Registration No.126935W) Chartered Accountants Mumbai were appointed as Statutory Auditors of theCompany at the 121st AGM of the Company held on 20th August 2018for a period of five (5) consecutive years till 126th AGM of the Company.

Their appointment was subject to ratification by the Members atevery subsequent AGM held after the AGM held on 20th August 2018. Pursuant tothe amendments made to Section 139 of the Act by the Companies (Amendment) Act 2017effective from 7th May 2018 the requirement of seeking ratification of theMembers for the appointment of the Statutory Auditors has been withdrawn. Hence theResolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought.

For and on behalf of the Board PRADEEP R. MAFATLAL

 

Chairman

Mumbai

Dated : 30th June 2020.

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and rule12(1) of the Companies (Management and Administration) Rules 2014] I. REGISTRATION ANDOTHER DETAILS:

i. CIN L17110MH1892PLC000089
ii. Registration Date 25th January 1892
iii. Name of the Company STANDARD INDUSTRIES LIMITED
iv. Category/Sub-Category of the Company Public Company Limited by Shares/Non-Government
Company
v. Address of the Registered Office and contact details Plot no. 4 TTC Industrial Area Thane Belapur Road
PO Millenium Business Park
Navi Mumbai – 400 710
Tel. : 91 22 6139 1210 6139 1213
E-Mail : standardgrievances@rediffmail.com
vi. Whether listed Company Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any. M/s. Kfin Technologies Private Limited (Formerly known as Karvy Fintech Private Limited)
Selenium Tower B Plot 31-32
Gachibowli Financial District
Nanakramguda Hyderabad
Telangana – 500 032.
Tel. No. +91 40 6716 2222
Fax No. +91 40 2342 0814
Toll Free No. 18003454001
Email : einward.ris@kfintech.com

 

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the totalturnover of the Company 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. Polyester cotton grey fabrics 46411 98.75%

 

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable section
1. Standard Salt Works Ltd. U24110GJ1979PLC003315 Subsidiary 100% Sec 2(87)
912 Alishan Awaas
Diwali Baugh
Athwa Lines
Nanpura Surat 395 001.
Gujarat.
2. Mafatlal Enterprises Limited U24242MH1995PLC089649 Subsidiary 100% Sec 2(87)
59 The Arcade 1st Floor
World Trade Centre
Cuffe Parade Colaba
Mumbai - 400 005.
Maharashtra.

 

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup aspercentage of Total Equity) (i) Category-wise Shareholding

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
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares the year
(A) Promoters
(1) Indian
(a) Individuals/H.U.F 0 0 0 0 0 0 0 0 0
(b) Central Government 0 0 0 0 0 0 0 0 0
(c) State Government(s) 0 0 0 0 0 0 0 0 0
(d) Bodies Corporate 12948487 0 12948487 20.13 12948487 0 12948487 20.13 0
(e) Banks/Financial Institutions 0 0 0 0 0 0 0 0 0
(f) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(1) 12948487 0 12948487 20.13 12948487 0 12948487 20.13 0
(2) Foreign
(a) Non Resident Individuals 13555 0 13555 0.02 13555 0 13555 0.02 0
(b) Other-Individuals 0 0 0 0 0 0 0 0 0
(c) Bodies Corporate 0 0 0 0 0 0 0 0 0
(d) Banks/Financial Institutions 0 0 0 0 0 0 0 0 0
(e) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(2) 13555 0 13555 0.02 13555 0 13555 0.02 0
Total shareholding
of Promoters (A)=(A)(1)+(A)(2) 12962042 0 12962042 20.15 12962042 0 12962042 20.15 0
(B) Public Shareholding
(1) Institutions
(a) Mutual Fund 3892 62567 66459 0.10 3892 62567 66459 0.10 0
(b) Banks/Financial Institutions 25888 16267 42155 0.07 25888 16267 42155 0.07 0
(c) Central Government 0 0 0 0 0 0 0 0 0
(d) State Government(s) 0 0 0 0 0 0 0 0 0
(e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(f) Insurance Companies 3079434 560 3079994 4.79 3079434 560 3079994 4.79 0
(g) Foreign Institutional Investors 0 0 0 0 0 0 0 0 0
(h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
(i) Others 0 0 0 0 0 0 0 0 0
Sub-Total (B)(1) 3109214 79394 3188608 4.96 3109214 79394 3188608 4.96 0
(2) Non Institutions
(a) Bodies Corporate
i) Indian 44382494 24849 4407343 6.85 2790107 23386 2813493 4.37 -2.47
ii) Overseas 0 25000000 25000000 38.86 0 25000000 25000000 38.86 0
(b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh 9723331 1467190 11190521 17.40 9488188 1375316 10863504 16.89 -0.51
ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 6525692 0 6525692 10.14 8424411 0 8424411 13.10 2.95
(c) Others (specify)
Trust 150759 9810 160569 0.25 150759 9810 160569 0.25 0.00
Non resident individuals 425860 9721 435581 0.68 404826 9200 414026 0.64 -0.04
Foreign Nationals 75 0 75 0.00 0 0 0 0.00 0
IEPF 444981 0 444981 0.69 501766 0 501766 0.78 0.09
Clearing Members 13529 0 13529 0.02 522 0 522 0.00 -0.02
Sub-Total (B)(2) 21666721 26511570 48178291 74.89 21760579 26417712 48178291 74.89 0.00
Total Public Shareholding
(B)=(B)(1)+(B)(2) 24775935 26590964 51366899 79.85 24869793 26497106 51366899 79.85 0.00
(C) Shares held by Custodians for GDRs & ADRs 0 0 0 0 0 0 0 0 0
GRAND TOTAL (A)+(B)+(C) 37737977 26590964 64328941 100 37831835 26497106 64328941 100 0.00

 

(ii) Shareholding of Promoters

No.

the year (1.04.2019)

the year (31.03.2020)

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 shareholding during the year
1. Stanrose Mafatlal Investments & Finance Limited 12404487 19.28 0 12404487 19.28 0 0
2. Shanudeep Private Limited 500000 0.78 0 500000 0.78 0 0
3. Shri Pradeep Rasesh
Mafatlal 13555 0.02 0 13555 0.02 0 0
4. Sheiladeep Investments
Private Limited 11000 0.02 0 11000 0.02 0 0
5. Vinadeep Investments
Private Limited 11000 0.02 0 11000 0.02 0 0
6. Gagalbhai Investments
Private Limited 11000 0.02 0 11000 0.02 0 0
7. Pradeep Investments
Private Limited 11000 0.02 0 11000 0.02 0 0
TOTAL 12962042 20.15 0 12962042 20.15 0 0

 

(iii) Change in Promoters' Shareholding (please specify if thereis no change)

Sr. No. Names Shareholding at the beginning of the year (01.04.2019) Remarks

Shareholding at the end of the year (31.03.2020)

No. of % of total shares shares of the Company No. of shares % of total shares of the Company
NO CHANGE

 

(iv) Shareholding Pattern of top ten Shareholders (other thanDirectors Promoters and Holders of GDRs and ADRs):

Sr. No. Name of Top 10 Shareholders

Shareholding at the beginning of the year (01.04.2019)

Increase/ Decrease in share- holding Remarks

Shareholding at the end of the year (31.03.2020)

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Satin Limited 25000000 38.86 25000000 38.86
2. Life Insurance Corporation of India 1311631 2.04 1311631 2.04
3. International Financial Service Limited 1241279 1.93 1241279 Sale 0 0
4. Dhiren Mahendra Shah 0 0 1171150 Purchase 1171150 1.82
5. The Oriental Insurance Company Limited 1113472 1.73 1113472 1.73
6. Tushad K. Cooper 671559 1.04 15055 Sale 656504 1.02
7. G. Shankar 542152 0.84 2655 Purchase 544807 0.85
8. The New India Assurance Company Limited 529316 0.82 529316 0.82
9. Investor Education and Protection Fund
Authority 444981 0.69 56785 Transfer 501766 0.78
10. JM Financial Services Limited 432882 0.67 432882 Sale 0 0
11. Atrun Fiscal Private Limited 0 0.00 419382 Purchase 419382 0.65
12. Trishakti Power Holdings Private Limited 300000 0.47 300000 0.47
13. Sejal Dhiren Shah 253586 0.39 673089 Purchase 926675 1.44

 

(v) Shareholding of Directors and Key Managerial Personnel

Sr. No. Names

Shareholding at the beginning of the year (01.04.2019)

Increase/ Decrease in share- holding Remarks

Shareholding at the end of the year (31.03.2020)

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Shri Pradeep R. Mafatlal 13555 0.02 13555 0.02
2. Shri M. L. Apte (upto 11.09.2019) 1735 0.00 1735 Sale 0 0.00
3. Shri K. J. Pardiwalla
4. Smt. Divya P. Mafatlal
5. Shri D. H. Parekh * 0.00
6. Shri Shobhan Diwanji
7. Ms. Aziza A. Khatri (w.e.f 29.11.2019)
8. Smt. T. B. Panthaki 3325 0.01 3325 0.01
9. Shri J. R. Shah 300 0.00 300 0.00

 

V. INDEBTEDNESS

Indebtedness of the Company including interestoutstanding/accrued but not 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 14340.73 14340.73
(ii) Interest due but not paid
(iii) Interest accrued but not due 256.09 256.09
Total (i+ii+iii) 14596.82 14596.82
Change in Indebtedness during the financial year
• Addition
• Reduction 3071.81 3071.81
Net Change 3071.81 3071.81
Indebtedness at the end of the financial year
(i) Principal Amount 11150.19 11150.19
(ii) Interest due but not paid 54.57 54.57
(iii) Interest accrued but not due 320.25 320.25
Total (i+ii+iii) 11525.01 11525.01

 

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

Sr No.. Particulars of Remuneration Name of WTD Shri. D. H. Parekh
(Amount in Rs.)
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income tax
Act 1961 2810493
(b) Value of perquisites u/s. 17(2) of the Income tax Act 1961 437400
(c) Personal Accident and Medical Insurance Premium 114970
Subtotal (a+b+c) 3362863
(d) Profits in lieu of salary u/s. 17(3) of the Income-tax Act 1961
2. Stock Option
3. Sweat Equity
4. Commission
— as % of profit
— others
5. Others (Retrial Benefits)
Contribution to Funds for Retirement Benefits 742000
Total (A) 4104863
Ceiling as per Act The remuneration is
as per Schedule V of
the Companies Act
2013.

 

B. Remuneration to other Directors:

Name of Directors

Sr. No. Particulars of Remuneration Shri M. L. Apte* Shri Shobhan Diwanji Shri K. J. Pardiwalla Ms Aziza A. Khatri# Total Amount
1. Independent Directors
• Fee for attending board committee meetings 100000 260000 340000 80000 780000
• Commission
• Others please specify
Total (1) 100000 260000 340000 80000 780000
Shri Pradeep Smt. Divya
R. Mafatlal P. Mafatlal
2. Other Non-Executive
Directors
• Fee for attending board committee meetings 140000 120000 260000
• Commission
• Others please specify
Total (2) 140000 120000 260000
Total (B)=(1+2) 1040000
Total Managerial 1040000
Remuneration
Overall ceiling as per the Not
Act Applicable

 

C. Remuneration to Key Managerial Personnel other thanMD/Manger/WTD

(in Rs.)
Sr. No. Particulars of Remuneration

Key Managerial Personnel

Smt T. B. Panthaki Vice President (Legal) & Company Secretary Shri J. R. Shah Chief Financial Officer Total Amount
1. Gross salary
(a) Salary as per provisions contained in
Section 17(1) of the Income-tax Act 1961 1148000 936300 2084300
(b) Value of perquisites u/s 17(2) of the
Income-tax Act 1961 32400

32400
(c) Profits in lieu of salary under section 17(3) of the Income-tax Act 1961

2. Stock Option

3. Sweat Equity
4. Commission
— as % of profit
— others
5. Others
Total (A) 1180400 936300 2116700
Ceiling as per Act

 

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of penalty/ punishment/ compounding fees imposed Authority [RD/NCLT/ Court] Appeal made if any
A. Company
Penalty
Punishment NONE
Compounding
B. Directors
Penalty
Punishment NONE
Compounding
C. Other Officers in Default
Penalty
Punishment NONE
Compounding

 

ANNEXURE B TO THE DIRECTORS' REPORT

FORM NO. AOC – 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014) Form for disclosure ofparticulars of contracts/arrangements entered into by the Company with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 including certainarm's length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not atarm's length basis: N. A.

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

(a) Name(s) of the related party and nature of relationship Shanudeep Private Limited is the promoter of the Company. It holds 0.78% shares in the Company. The Chairman of the Company is also the shareholder and Chairman of Shanudeep Private Limited. His wife Smt. Divya P. Mafatlal Director of the Company is also a Director of Shanudeep Private Limited. His mother Smt. Pravina R. Mafatlal is also a Director and shareholder of Shanudeep Private Limited.
(b) Nature of contracts/arrangements/ transactions (i) Use of office premises on Leave and License
(c) Duration of the contracts/ arrangements/ transactions (ii) Availing facilities and amenities Use of office premises on Leave and License:
(i) From 19th August 2016 to 18th August 2019
(ii) From 19th August 2019 to 18th August 2022 Availing facilities and amenities:
(i) From 21st August 2016 to 20th August 2019
(ii) From 21st August 2019 to 20th August 2022
(d) Salient terms of the contracts or arrangements or transactions including the value if any: (i) Use of office premises admeasuring 4500 sq. ft. at 1st Floor and 4500 sq. ft. at 3rd Floor of Vijyalaxmi Mafatlal
Centre 57-A Dr. G. Desmukh Marg Mumbai 400026 on leave and license basis at license fees of Rs. 810000/- p.m. excluding applicable taxes levies and sharing of common expenses.
(ii) Availing Facilities and Services at the aforesaid premises by paying Rs. 1089000/- p.m. as service charges excluding applicable taxes levies and sharing of common expenses.
(e) Date(s) of approval by the Board if any: Use of office premises on Leave and License:
(i) 27th April 2016 and 30th May 2019 Availing facilities and amenities:
(ii) 27th April 2016 and 30th May 2019
(f) Amount paid as advances if any: Nil

 

DETAILS FOR BOARD REPORT

Information required under Section 197 of the Companies Act2013 read with Companies ("Appointment and Remuneration of Management Personnel)Rules 2014.

A. Ratio of remuneration of each Director to the Medianremuneration of all the employees of your Company for the financial year 2019-2020 is asfollows:

Name of the Director Ratio of remuneration of Director to the median remuneration
D. H. Parekh 3.92

 

Notes:

1. The information provided above is on standalone basis.

2. The aforesaid ratio is calculated on the basis of remunerationincluding Retiral Benefits for the financial year 2019-2020.

3. The Company does not pay any remuneration to its Non-ExecutiveDirectors apart from sitting fees for the Board Meetings and Committee Meetings attendedby them during the Financial Year. Therefore the above disclosure is not required forNon-Executive Directors.

 

B. Details of percentage increase in the remuneration of eachDirector and CFO & Company Secretary in the financial year 2019-2020.

Name Designation Increase %
D.H. Parekh Executive Director (-) 2.57
Tanaz B. Panthaki VP (Legal) & Company Secretary 3.12
Jayantkumar R. Shah Chief Financial Officer 14.14 *

 

* On account of perquisite not availed during the previous yearwhich was availed during current year. Notes:

1) Remuneration to Director is within the over all limitsapproved by the Shareholders.

2) The Company does not pay any remuneration to its Non-ExecutiveDirectors apart from sitting fees for the Board Meetings and Committee Meetings attendedby them during the Financial Year. Therefore the above disclosure is not required forNon-Executive Directors

 

C. Percentage increase in the median remuneration of allemployees in the financial year 2019-2020

Particulars Increase %
Median Remuneration of all employees per annum * 17.15

 

* including Retiral Benefits.

 

D. Number of permanent employees on the rolls of the Company ason 31st March 2020

Particulars Number of employees
Executive/Manager Cadre 12
Staff

Total 12

 

E. Comparison of average % increase in salary of employees otherthan key managerial personnel and the percentage increase in the key managerialremuneration

Particulars Increase %
Average salary of all employees 15.31
Key Managerial Personnel:
Salary of Executive Director (-) 2.57
Salary of CS & CFO 7.70 *

 

*On account of perquisites not availed during the previous yearwhich was availed during the year.

 

F. It is affirmed that the remuneration paid is as per theNomination and Remuneration policy of the Company. G. It is hereby confirmed that thereare no employees in the Company who draw remuneration in excess of Rule 5 (2) of theCompanies (Appointment & Remuneration of Management Personnel) Rules 2014.

.