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.
