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Uniroyal Industries Ltd.

BSE: 521226 Sector: Industrials
NSE: N.A. ISIN Code: INE980D01019
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NSE 05:30 | 01 Jan Uniroyal Industries Ltd
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OPEN 8.70
CLOSE 8.53
VOLUME 500
52-Week high 8.70
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 7
Buy Price 8.70
Buy Qty 1623.00
Sell Price 0.00
Sell Qty 0.00

Uniroyal Industries Ltd. (UNIROYALIND) - Director Report

Company director report

The Members

Uniroyal Industries Limited

Your Directors feel pleasure to present the 27th Annual Report of the Company alongwith its Audited Financial Statements for the financial year ended March 31 2020.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

(Rs. in Lacks)

Consolidated

Standalone

Particulars Financial Year Ended 31.03.20 Financial Year Ended 31.03.19 Financial Year Ended 31.03.20 Financial Year Ended 31.03.19
Revenue from operations 6917.01 7807.95 2954.97 3087.31
Other Income 12.08 22.29 7.18 19.53
Total Revenue 6929.09 7830.24 2962.15 3106.84
Total Expenses 6373.51 7082.03 2465.13 2463.36
Finance Cost 247.89 303.42 175.32 212.37
Gross Profit after Finance Cost But before Depreciation & Tax 307.69 444.79 321.70 431.11
Depreciation & Amortization Expense 268.1 281.72 256.73 270.04
Profit Before Tax Tax Expenses 39.59 163.07 64.97 161.07
- Current Tax 20.75 40.13 20.75 39.33
-Tax Adjustments 1.72 (4.55) 1.70 (4.96)
-Deferred Tax (37.61) 9.80 (31.80) 10.09
Net Profit 54.73 117.69 74.32 116.61
Other Comprehensive Income/ (Loss) 3.11 2.27 3.11 2.27
Profit/(Loss) for the period 51.62 119.96 71.21 118.88
Proposed Dividend 0.00 0.00 0.00 0.00
Carried to Balance Sheet 51.62 119.96 71.21 118.88
Paid up equity share capital 826.87 826.87 826.87 826.87
Reserves & Surplus 967.55 915.93 905.05 833.84

REVIEW OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

Total income from operations (Net of GST) decreased by 4.65% from Rs. 3106.84 lacs toRs. 2962.15 lacs due to COVID-19 & complete lockout from 22nd March 2020. Net Profitdecreased from 116.61 lacs to Rs. 74.32 lacs due to fall in sales caused by COVID andresulting lockout. A M Textiles & Knitwears Limited subsidiary of the company toofelt the affect of Pandemic and both Turnover and profitability declined causingconsolidated income decline to Rs. 6929.09 lacs from Rs. 7830.24 lacs and Net profitafter taxes falling from Rs. 117.69 lacs to Rs. 54.73 lacs.

The Board has assessed the impact of ongoing COVID-19 and expects the performance toremain below par in at least two to three quarters of the current FY 20-21 and is hopefulof normal activity from the last quarter of the current fiscal. The Board however do notexpect any impact of this Pandemic in the Long Term.

DIVIDEND

In order to conserve resources to meet the financial requirements of Company'sexpansion plans in the near future the Directors of the Company express their inabilityto recommend any dividend for the Financial Year 2019-20.

AMOUNT CARRIED TO RESERVES

The Profit earned by the Company is retained in the Profit and Loss account of theCompany and no amount has been transferred to general reserve during the year underreview.

SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review no company have become or ceased to be Company'ssubsidiaries joint venture or associate company. The company has only one 100% subsidiarycompany A M Textiles & Knitwears Limited particulars of which are attached in FormAOC-1 as Annexure - I. The Annual Report contains the consolidated financial statements ofthe holding company and its subsidiary duly audited by the statutory auditors and the saidfinancial statements have been prepared in strict compliance with applicable AccountingStandards IND-AS and Listing Agreement. The consolidated Financial Statements presented bythe company include financial results of the subsidiary company. A statement in respect ofthe subsidiary giving the details of capital reserves total assets and liabilitiesdetails of investments turnover profit before taxation provision of tax profit aftertaxation and proposed dividend is attached to this report. The company will make availablethe Annual Accounts of the subsidiary company and other related information to any memberof the company who is interested in obtaining the same. The annual accounts of thesubsidiary company are available for inspection at the registered office of the companyand that of the respective subsidiary between 11.00 A.M to 1.00 P.M on all working days.

CONSOLIDATED FINANCIAL STATEMENT

The Company has one wholly owned subsidiary named "A M Textiles and KnitwearLimited" and the consolidated financial statements have been prepared withconsolidation to the financial statements of A M Textiles and Knitwear Limited.

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OFREPORT

No material changes and commitments have occurred from the date of closure of theFinancial Year 2019-20 year till the date of finalization of this Report which has anyeffect over the financial position of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply over theCompany as there was no dividend declared and paid in the previous financial year 2018-19and therefore no amount was transferred to the Investor Education and Protection Fundduring the financial year 2019-20.

ENERGY CONSERVATION AND TECHNOLOGY ABSORTION FOREIGN EXCHANGE EARNING AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows :

(A). Conservation of Energy

i) The steps taken or impact on conservation of energy NIL
ii) The steps taken for utilizing alternate sources of energy NIL
iii) The capital investment on energy conservation equipments NIL

(B.) Technology Absorption

i) The efforts made towards technology absorption NIL
ii) The benefits derived like product improvement cost reduction product development or import substitution N.A.
i) In case of imported technology(imported during the last 3 years reckoned from the beginning of the Financial Year) N.A.
a) The details of Technology imported
b) The year of Import
c) Whether the technology been fully absorbed
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof
ii) The expenditure incurred on Research and Development NIL

(C). Foreign Exchange Earnings and outgo

i) The foreign exchange earned in terms of actual inflows during the year RS. 5837851/-
ii) The foreign exchange outgo during the year in terms of actual outflows RS. 2502836/-

DEPOSITS

The Company has neither accepted nor renewed any deposits from public during the yearunder review and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT 2013

There were no loans guarantees or investments made by the Company as per Section 186of the Companies Act 2013 during the year under review and hence the said provision isnot applicable.

PARTICULARS OF THE CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Further Your Directors draw attention of the members to Note 10 to the financialstatement which sets out related party disclosures. The information on transactions withrelated parties pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 are given in as Annexure - II in Form AOC-2and same forms the part of this report.

ANNUAL RETURN

The extracts of the annual Return pursuant to the provisions of Section 92(3) readwith Rule 12 of the Companies (Management and administration) Rules 2014 is furnished inForm MGT-9 and is attached as Annexure-III to this Report.

SECRETARIAL STANDARDS

The company complies with all applicable the secretarial standards issued by theInstitute of Company Secretaries of India. All the provisions of Secretarial Standards Iand Secretarial Standards II in respect of the meeting of the Board of Directors andgeneral Meetings respectively has been complied with.

BOARD MEETINGS

The Company had Seven Board meetings during the financial year under review.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF

THEIR DUTIES

The Company's Policy relating to selection and appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Annexure IV-A & IV-B and is attached to this report.

BOARD OF DIRECTORS

The Board consists of Three Executive and Four Non executive Directors includingindependent Directors who have varied experience in different disciplines of corporatefunctioning.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Rashmi Mahajan Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible she have offered herself for re-appointment.The Board recommends the appointment of Mrs. Rashmi Mahajan as director of the companyliable to retire by rotation.

It is further informed that the term of appointment of Mr. Akhil Mahajan as anExecutive Director comes to an end on 31st August 2020 and being eligible he has offeredhimself for re-appointment. Accordingly the Board of Directors have proposed tore-appoint Mr. Akhil Mahajan as an Executive Director of the Company w.e.f. 1st September2020 subject to the approval of the members of the Company at the ensuing Annual GeneralMeeting.

Mr. Abhay Mahajan has tendered his resignation from the position of Whole Time Directorof the Company w.e.f. 31st May 2020

DISCLOSURE ABOUT KEY MANAGERIAL PERSONNEL

The company has following Key Managerial Personnel:

1. Mr. Arvind Mahajan as the Managing Director

2. Mrs. Rashmi Mahajan Whole Time Director

3. Mr. Akhil Mahajan Whole Time Director

4. Mr. Sumit Rawat Company Secretary and Compliance Officer

5. Mr. Nasib Kumar Jaryal Chief Financial Officer

Ms. Meenakshi tendered her resignation from the post of the Company Secretary andCompliance officer of the Company w.e.f. 05.09.2019 and accordingly Ms. Vrinda AggarwalQualified Company Secretary was appointed as the Company Secretary and compliance officerof the company w.e.f. 06.09.2019.

Ms. Vrinda Aggarwal resigned from the post of the Company Secretary and Complianceofficer of the Company w.e.f. 01.12.2019 and accordingly Ms. Payal Gupta QualifiedCompany Secretary was appointed as the Company Secretary and compliance officer of thecompany w.e.f. 02.12.2019.

Mr. Abhay Mahajan has tendered his resignation from the position of Whole Time Directorof the Company w.e.f. 31st May 2020 due to his immigration out of the country.

Ms. Payal Gupta had resigned from the post of the Company Secretary and Complianceofficer of the Company w.e.f. 03/08/2020 and accordingly Mr. Sumit Rawat QualifiedCompany Secretary was appointed as the Company Secretary and compliance officer of thecompany w.e.f. 04/08/2020.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 westate that during the year under report none of the employees drew remuneration in excessof the limits set out in the said rules.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures Section 149(7) of theCompanies Act 2013 to the Board that they fulfill all the requirements and criteria asstipulated in Section 149(6) of the Companies Act 2013 read with Regulation 16 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 so as to qualifythemselves to be appointed as Independent Directors under the provisions of the CompaniesAct 2013 and the relevant rules.

AUDIT COMMITTEE

The Audit Committee consists of the following members:

a. Mr. Anirudh Khullar

b. Mr. Sushil Gupta

c. Mr. Akhil Mahajan

The Audit Committee consists of two independent Directors viz. Mr. Anirudh Khullar andMr. Sushil Gupta and one executive Director Mr. Akhil Mahajan.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following members:

a. Mr. Anirudh Khullar

b. Mr. Hasan Singh Mejie

c. Mr. K.K. Malik

All the members of the Nomination and Remuneration Committee are independent.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of the following members:

a. Mr. Anirudh Khullar

b. Mr. Hasan Singh Mejie

c. Mr. Sushil Gupta

All the members of the Stakeholders Relationship Committee are independent.

There were no complaints filed by any of the shareholders or any other stakeholders ofthe company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder schedule V and Regulation 34 of the SEBI (LODR) regulations 2015 is presented in aseparate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

e) 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

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

RISK MANAGEMENT POLICY

In terms of the provision of section 134 of the Companies Act 2013 a risk managementpolicy is set out in the Annual Report of the company. The risk management policy coverthe areas of capital risk liquidity requirements and credit risks. The policy document isfurnished in Annexure - IV-C and is attached to this Report.

PROVIDING VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the committee thegenuine 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 Company's employees and theCompany.

AUDITORS AND AUDITOR'S REPORT

M/s Gopal Bhargawa & Co. Chartered Accountants were appointed as the StatutoryAuditors of the Company at the Annual General Meeting held for the financial year2018-19 to hold the office till the conclusion of the ensuing Annual General Meeting andare eligible for re-appointment. They have confirmed their eligibility to the effect thattheir re-appointment if made would be within the prescribed limits under the CompaniesAct 2013 and that they are not disqualified for re-appointment. The Board recommendstheir re appointment as auditors of the company for the financial year 2020-21.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark

COST AUDITORS AND COST AUDITOR'S REPORT

As the Company does not come under the ambit of the provisions of Section 148 ofCompanies Act 2013 and Companies (Cost Records and Audit) Rules 2014 thereforemaintenance of Cost Records and requirement of Cost Audit is not applicable to the companyfor Financial Year 2019-20.

SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S REPORT

The Board has appointed Mr. Manish Aggarwal Practising Company Secretary (M. No.6714) to conduct Secretarial Audit for the financial year 2019-20. The Secretarial AuditReport for the financial year ended March 31 2020 is annexed herewith this Report. Copyof the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary isenclosed as Annexure V.

The Auditors' Report does not contain any qualification reservation or adverse remark.

INTERNAL CONTROL SYSTEM

The company's internal control system is commensurate to the size and nature of itsbusiness and it ensures timely and accurate financial reporting in accordance with theapplicable accounting standards; optimum utilization efficient monitoring timelymaintenance and safety of assets; compliance with applicable laws regulations listingagreement and management policies; effective Management information system and review ofother systems. During the year such controls were tested and no reportable materialweakness in the design or operation were observed.

LISTING STATUS OF SHARES

Shares of your company are listed on The Stock Exchange of Mumbai (BSE). Your companyis regular in paying annual listing fees to the concerned stock exchange. There was nochange in Authorized/Paid up capital during the year.

SHARES

(A) BUY BACK OF SECURITIES

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

(B) SWEAT EQUITY

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

(C) BONUS SHARES

No Bonus Shares were issued during the year under review.

(D) EMPLOYEES STOCK OPTION PLAN

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 and Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable over the company andtherefore the Company has not developed and implemented any Corporate SocialResponsibility Policy or initiatives.

PREVENTION PROHIBITION AND REDRESSEL OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The act "Prevention Prohibition And Redressal Of Sexual Harassment Of Women AtWorkplace Act 2013" provides for protection against the sexual harassment of womenat workplace and for the prevention and redressal of complaints of sexual harassment andfor matters connected therewith or incidental thereto. The Company has developed policy onprevention of sexual harassment at workplace as per the provisions of the Act. During theperiod under review no instances of Sexual Harassment or any other kind of misconduct withWomen has been recorded by the Company.

MATERIAL IMPACT OF COVID-19 PANDEMIC ON OPERATIONS AND PERFORMANCE OF THE COMPANY

1. Impact of the CoVID-19 pandemic on the business:

Our manufacturing unit was closed w.e.f. 23rd March 2020 to 17th May 2020 (56 days)due to lockdown. However we had started manufacturing operations to meet small ordersbacklog. We are currently operating at around 25% production capacity.

2. Ability to maintain operations including the factories/units/office spacesfunctioning

We are pleased to inform that we are now operating in single shifts at our registeredoffice and manufacturing unit located at Panchkula Haryana and our capacity utilizationis around 25%. We are observing full compliance to the conditions of operations stipulatedto avoid any infection due to COVID-19;

We are not facing any migrant labour issues;

3. Steps taken to ensure smooth functioning of operations:

We are taking necessary preventive measures like social distancing temperaturetesting providing masks and sanitization facility to all workers etc. to avoid anyinfection due to COVID-19;

Most of our labourers are from local areas so we are not facing any issue of migrantlabour.

We have sufficient stock of Raw Materials to meet production requirements.

4. Estimation of the future impact of CoVID-19 on its operations:

It is very early to assess the future impact of COVID-19 with reasonable certaintyhowever we are getting regular order. With the opening of domestic market post lockdownwe expect business to improve gradually. We estimate that business will start improvingfrom 3rd quarter of FY21 and we can expect normal business from 4th quarter of FY21onwards.

5. Details of impact of CoVID-19 on listed entity's:

Capital and financial resources: We have adequate capital to meet businessrequirements.

Profitability: Profitability for the Quarter 1 (April 2020 to June 2020) FY21 isexpected to be affected due to lockdown and partial manufacturing capacity utilization. Itwill remain lacklustre too in 2nd & 3rd quarter. However it is expected to improvemarginally from Quarter 2 (July 2020 to Sept 2020) FY21 onwards.

Liquidity position: We have conserved resources to maintain liquidity position in thecompany.

Ability to service debt and other financing arrangements: Company is capable to serviceall debts as and when due. The Company is paying its lenders as per due date and hasavailed moratorium facilities as offered by our banks.

Assets: Company will assess further CAPEX requirements once situation improves and willarrange necessary funding.

Internal financial reporting and control: internal financial reporting and control arefully functioning.

Supply Chain: Its too early to say anything on supply chain issues. It will be knownonly after the lockdown is lifted.

GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

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

PERSONNEL AND INDUSTRIAL RELATIONS

The Employee relations continued to be cordial. The Directors express theirthankfulness to the employees for their sincere contribution at all levels.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere thanks to all employees of thecompany for their committed services and total support for the entire year andparticularly during the COVID-19 lockouts. Your Directors place on record the appreciationfor the assistance and co-operation received from the Banks Government authoritiescustomers vendors and members during the year under review.

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company

(Management & Administration) Rules 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L18101HR1993PLC033167
ii Registration Date 30/12/1993
iii Name of the Company UNIROYAL INDUSTRIES LTD
iv Category/Sub-category of the Company PUBLIC LTD COMPANY
Address of the Registered office v & contact details PLOT NO 365 INDUSTRIAL AREA PHASE II PANCHKULA HARYANA 134113 tel 0172-5066531-33
vi Whether listed company YES
Name Address & contact details of the Registrar & Transfer vii Agent if any. LINK INTIME INDIA PVT LTD NOBLE HEIGHTS IST FLOOR PLOT NO. NH-2 C-1 BLOCK JANAKPURI NEW DELHI-110058

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SL No Name & Description of main products/services 1 Manufacture of all types of textile garments and clothing accessories NIC Code of the Product /service 18101 % to total turnover of the company 100

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

SI No Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
1 A M TEXTILES & KNITWEARS LTD U17301PB2007PLC031538 SUBSIDIARY 100 2(87)(ii)

IV SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

1) Category-wise Share Holding As per Annexure-"A"
ii) Shareholding of Promoters As per Annexure-"B"
iii) Change in Promoters"Shareholding As per Annexure-"C"
iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs) As per Annexure-"D"
v) Shareholding of Directors and Key Managerial Personnel As per Annexure-"E"
V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due As per Annexure-"F"

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Remuneration to Managing Director Whole time Directors and/or Manager As per Annexure-''G"
ii) Remuneration to other Directors As per Annexure-''H"
iii) Remuneration to key Managerial Personnel other than MD/MANAGER/WTD As per Annexure-'T'
VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES As per Annexure-''J"

 

Category of Shareholders

No. of Shares held at the beginning of the year 2019

No. of Shares held at the end of the year 2020

% change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares Shares
A. Promoters
(1) Indian - - - - - - - - - -
a) Individual/HUF 4350150 - 4350150 51.93% 4459041 - 4459041 53.23% 108891 0.0130
b) Central Govt.or State Govt. - - - - - - - - - -
c) Bodies Corporates - - - - - - - - - -
d) Bank/FI - - - - - - - - - -
e) Any other - - - - - - - - - -
- - - -
SUB TOTAL:(A) (1) 4350150 - 4350150 51.93% 4459041 - 4459041 53.23% 108891 0.0130
- - - -
(2) Foreign - - - -
a) NRI- Individuals - - - - - - - - - -
b) Other Individuals - - - - - - - - - -
c) Bodies Corp. - - - - - - - - - -
d) Banks/FI - - - - - - - - - -
e) Any other… - - - - - - - - - -
SUB TOTAL (A) (2) - - - - - - - - - -
Total Shareholding of Promoter
(A)= (A)(1)+(A)(2) 4350150 - 4350150 51.93% 4459041 - 4459041 53.23% 108891 0.0130
B. PUBLIC SHAREHOLDING - -
(1) Institutions - -
a) Mutual Funds - 4000 4000 0.05% - 4000 4000 0.05% - -
b) Banks/FI - - - - - - - - - -
C) Cenntral govt - - - - - - - - - -
d) State Govt. - - - - - - - - - -
e) Venture Capital Fund - - - - - - - - - -
f) Insurance Companies - - - - - - - - - -
g) FIIS - - - - - - - - - -
h) Foreign Venture
Capital Funds - - - - - - - - - -
i) Others (specify) PSIDC - - - - - - - -
- - - -
SUB TOTAL (B)(1): - 4000 4000 0.05% - 4000 4000 0.05% - -
- -
(2) Non Institutions - -
a) Bodies corporates 90700 39200 129900 1.57% 90700 39200 129900 1.57% - -
i) Indian - - - - - - - - - -
ii) Overseas - - - - - - - - - -
b) Individuals - -
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 1244049 631330 1875379 22.39% 1244049 631330 1875379 22.39% - -
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 1460117 35000 1495117 17.85% 1460117 35000 1495117 17.85% - -
c) Others (specify) - - - - - - - - - -
(c-i) Directors/Relatives - 3000 3000 0.04% - 3000 3000 0.04% - -
(c-ii) Non Resident /NRI 20493 96500 116993 1.40% 20493 96500 116993 1.40% - -
(c-iii) Clearing Members 46764 - 46764 0.56% 46764 - 46764 0.56% - -
(c-iv) Hindu Undivided Families 244377 200 244577 2.92% 244377 200 244577 2.92% - -
(c-v) NBFCs regd with RBI 2840 - 2840 0.03% 2840 - 2840 0.03% - -
- -
SUB TOTAL (B)(2): 3109340 805230 3914570 46.73% 3109340 805230 3914570 46.73% - -
Total Public Shareholding
(B)= (B)(1)+(B)(2) 3109340 809230 3918570 46.77% 3109340 809230 3918570 46.77% - -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - - -
- -
Grand Total (A+B+C) 7459490 809230 8268720 98.70% 7568381 809230 8377611 100.00% 108891 0.0130

SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name Shareholding at the begginning of the year Shareholding at the end of the year % change in share holding during the year
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
1 Sh.Arvind Mahajan Mrs 2511631 30.38% 0.00% 2620522 31.69% 0.00% 1.32%
2 Rashmi Mahajan 410969 4.97% 0.00% 410969 4.97% 0.00% 0.00%
3 Mrs Anila Aggarwal 600 0.01% 0.00% 600 0.01% 0.00% 0.00%
4 Sh Akhil Mahajan 390125 4.72% 0.00% 390125 4.72% 0.00% 0.00%
5 Sh Abhay Mahajan 713475 8.63% 0.00% 713475 8.63% 0.00% 0.00%
6 Mrs Dimple Mahajan 323350 3.91% 0.00% 323350 3.91% 0.00% 0.00%
Total 4350150 52.61% 0.00% 4459041 53.93% 0.00% 1.32%

ANNEXURE-"C"

Changes in Promoter's Shareholding

Sl No Name Share Holding No. of shares at the beginning 01.04.19 end of the yaer31.03.20 % of total Shares of the company Date Increase/ decrease in shareholding Reason Cumulative share holding during the year No of Shares % of total share of the company
1Arvind Mahajan 2511631 30.375131 .03.2020 108891 Open Market Buy- out 2620522 30.3751
2620522 31.692
2Rashmi Mahajan 410969 4.9701 Nil movement during the year 410969 4.9701
410969 4.9701
3Akhil Mahajan 390125 4.718 Nil movement during the year 390125 4.718
390125 4.718
4Abhay Mahajan 713475 8.6286 Nil movement during the year 713475 8.6286
5Dimple Mahajan 323350 3.9105 Nil movement during the year 323350 3.9105
323350 3.9105
6Anila Aggarwal 600 0.0072 Nil movement during the year 600 0.0072
600 0.0072

ANNEXURE-"D"

Shareholding Pattern of Top ten shareholders (Other than directors Promoters andholders of GDRs and ADRs)

Sl No Name Share Holding No. of shares at the beginning 01.04.18 end of the year31.03.19C % of total Shares of the company Date Increase/ decrease in shareholding Reason

Cumulative share holding during the year

No of Shares % of total share of the company
1 Mahendra Girdhari Lal 47408 0.5733 06.04.18 302 47710 0.577
20.04.18 63320 111030 1.3428
27.04.18 46300 157330 1.9027
04.05.18 25785 183115 2.2146
11.05.18 12192 195307 2.362
25.05.18 741 196048 2.371
22.06.18 4960 201008 2.4309
06.07.18 200 201208 2.4334
13.07.18 10827 212035 2.5643
20.07.18 20669 232704 2.8143
31.08.18 100 232804 2.8155
07.09.18 811 233615 2.8253
14.09.18 2953 236568 2.861
21.09.18 3669 240237 2.9054
29.09.18 250 240487 2.9084
05.10.18 6041 246528 2.9815
12.10.18 6600 253128 3.0613
26.10.18 50350 303478 3.6702
09.11.18 5538 309016 3.7372
16.11.18 1200 310216 3.7517
23.11.18 1299 311515 3.7674
30.11.18 2400 313915 3.7964
14.12.18 100 314015 3.7976
21.12.18 3361 317376 3.8383
28.12.18 800 318176 3.8479
31.12.18 375 318551 3.8525
04.01.19 724 319275 3.8612
11.01.19 1290 320565 3.8768
18.01.19 911 321476 3.8879
25.01.19 7590 329066 3.9796
01.02.19 801 329867 3.9893
22.02.19 2250 332117 4.0165
01.03.19 499 332616 4.0226
08.03.19 1 332617 4.0226
15.03.19 1900 334517 4.0456
22.03.19 2119 336636 4.0712
29.03.19 6351 342987 4.148
342987 4.148
2 Sonal Lohia 227955 2.7568 227955 2.7568
227955 2.7568
3 Camel Foods Private Limited 196589 2.3775 20.04.18 -52749 143840 1.7396
27.04.18 -70000 73840 0.893
04.05.18 -20172 53668 0.649
11.05.18 -10000 43668 0.5281
13.07.18 -25000 18668 0.2258
20.07.18 -18668 0 0
0 0
4 Luxmi Kant Gupta 102782 1.243 11.05.18 1 102783 1.243
18.05.18 1200 103983 1.2575
25.05.18 1798 105781 1.2793
01.06.18 75 105856 1.2802
03.08.18 500 106356 1.2862
21.09.18 779 107135 1.2957
11.01.19 200 107335 1.2981
18.01.19 1 107336 1.2981
15.03.19 1079 108415 1.3111
22.03.19 100 108515 1.3124
29.03.19 453 108968 1.3178
108968 1.3178
5 Raj Kumar Lohia 100000 1.2094 100000 1.2094
100000 1.2094
6 Raj Kumar Lohia 78658 0.9513 78658 0.9513
78658 0.9513
7 Harsha Hitesh Javeri 75000 0.907 0 75000 0.907
75000 0.907
8 Hitesh Ramji Javeri 75000 0.907 0 75000 0.907
75000 0.907
9 Prabhjot Singh Sahni 50082 0.6057 26.10.18 -50000 82 0.001
82 0.001
10 Sumita Chugh 49176 0.5947 17.08.18 30250 Transfer 79426 0.9606
79426 0.9606
11 Dheeraj Kumar Lohia 44539 0.5386 44539 0.5386
44539 0.5386

ANNEXURE-"E"

Shareholding of Directors and Key Managerial personnel

Sl No Name

Share Holding No. of shares at the beginning 01.04.19 end of the yaer31.03.20

% of total Shares of the company

Date

Increase/ decrease in shareholding

Reason

Cumulative share holding during the year

No of Shares % of total share of the company
1 Arvind Mahajan 2511631 30.3751 31.03.2020 108891 Open Market Buy-outs 2620522 31.692
2620522 31.692
2 Rashmi Mahajan 410969 4.9701 Nil movement during the year 410969 4.9701
410969 4.9701
3 Akhil Mahajan 390125 4.718 Nil movement during the year 390125 4.718
390125 4.718
4 Abhay Mahajan 713475 8.6286 Nil movement during the year 713475 8.6286
713475 8.6286
5 Anirudh Khullar 500 0.006 Nil movement during the year 500 0.006

ANNEXURE-"F"

Indebtedness of the company including interest outstanding/accrued but not due

Amount in lakhs

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits (Rs. in Lac) Unsecured Loans (Rs. in Lac) Deposits (Rs.in Lac) Total Indebtedness (Rs. In Lac)
Indebtness at the beginning of the financial year
i) Principal Amount 1275.65 336.60 0 1612.25
ii) Interest due but not paid 0 0 0 0.00
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1275.65 336.6 0 1612.25
Change in Indebtedness during the financial year
Additions 0.00 324.66 0 324.66
Reduction 272.75 357.12 0 629.87
Net Change -272.75 -32.46 0 -305.21
Indebtedness at the end of the financial year
i) Principal Amount 1002.90 304.14 0 1307.04
ii) Interest due but not paid 0 0 0 0.00
iii) Interest accrued but not due 0 0 0 0.00
Total (i+ii+iii) 1002.90 304.14 0 1307.04

NNEXURE-"G"

Remuneration to Managing Director Whole time director and/or Manager:

Amount in lakhs

Sl.No Particulars of Remuneration

Name of the MD/WTD/Manager

Total Amount
1 Gross salary Mr. Arvind Mahajan Mrs. Rashmi Mahajan Mr. Akhil Mahajan Mr.Abhay Mahajan
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 50.02 15.79 46.68 48.85 161.34
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 1.9 8.6 3.72 11.82 26.04
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 0 0 0 0 0
2 Stock option 0 0 0 0 0
3 Sweat Equity 0 0 0 0 0
4 Commission 0 0 0 0 0
as % of profit 0 0 0 0 0
others (specify) 0 0 0 0 0
5 Others please specify 0 0 0 0 0
Total (A) 51.92 24.39 50.40 60.67 187.38
Ceiling as per the Act 84.00 84.00 84.00 84.00 336.00

ANNEXURE-"H"

Remuneration to other directors:

Amount in lakhs

Sl.No Particulars of Remuneration

Name of the Directors

Total Amount
1 Independent Directors Mr. K K Malik Mr. Anirudh Khullar Mr. Sushil Gupta Mr. Hassan Singh Mejie
(a) Fee for attending board committee meetings 0 0 0 0 0
(b) Commission 0 0 0 0 0
(c) Others please specify 0 0 0 0 0
Total (1)
2 Other Non Executive Directors NIL NIL NIL NIL NIL
(a) Fee for attending board committee meetings
(b) Commission
(c) Others please specify.
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act.

NNEXURE-"I"

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Amount in lakhs

Sl. No. Particulars of Remuneration

Key Managerial Personnel

1 Gross Salary CEO Company Secretary CFO Total
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 1.80 5.60 7.40
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 0 0 0
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 0 0 0
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission 0 0 0
as % of profit 0 0 0
others specify 0 0 0
5 Others please specify 0 0 0
0
Total 1.80 5.60 7.40

ANNEXURE-"J"

PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/Punish ment/Compoun ding fees imposed Authority (RD/NCLT/C ourt) Appeall made if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

.