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Websol Energy System Ltd.

BSE: 517498 Sector: Engineering
NSE: WEBELSOLAR ISIN Code: INE855C01015
BSE 00:00 | 03 Aug 67.00 -1.35
(-1.98%)
OPEN

70.90

HIGH

70.90

LOW

66.45

NSE 00:00 | 03 Aug 67.00 -1.20
(-1.76%)
OPEN

68.85

HIGH

68.85

LOW

66.25

OPEN 70.90
PREVIOUS CLOSE 68.35
VOLUME 31467
52-Week high 78.40
52-Week low 17.00
P/E 17.18
Mkt Cap.(Rs cr) 229
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 70.90
CLOSE 68.35
VOLUME 31467
52-Week high 78.40
52-Week low 17.00
P/E 17.18
Mkt Cap.(Rs cr) 229
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Websol Energy System Ltd. (WEBELSOLAR) - Director Report

Company director report

Your Directors hereby submits the thirty annual report of the business and operationsof your Company along with the audited financial statements for the financial year ended31st March 2020

FINANCIAL RESULTS

Particulars Year 2019-20 Year 2018-19
Revenue from operations 19554.17 6855.84
Other Income 1089.92 1728.65
Total Revenue 20644.09 8584.49
Profit / (Loss) before interest depreciation taxes and exceptional items 1609.17 (728.69)
Less: Interest 619.11 611.43
Less: Depreciation 1546.89 1549.35
Profit / (Loss) before exceptional Items (556.83) (2889.47)
Less: Exceptional Items & Income tax & other Provisions (1212.81) 5.08
Profit / (Loss) after Tax 655.98 (2894.55)

OPERATIONS

During the year under review your Company could not utilise its full capacity becauseof overall industry scenario and lack of demand. Also there was huge pressure from Chinaon pricing end. After implementation of Safeguard Duty and other positive measures takenby the GOI we expect that your company will perform in FY 2020-21. We are hopeful thatsupport from GOI will be continuing to green energy.

Your Company reported revenue from operations of

I19554.17 Lakh against I6855.84 Lakh during the last financial year. The Companyincurred a profit ofI655.98 Lakh after providing I1546.89 Lakh towards depreciation andI619.11 Lakh towards interest during the current financial year as compared to a lossofI2894.55 Lakh in the last financial year.

DIVIDENDyears has offered himself for re-appointment

Your directors have not recommended any dividend for the year ended 31st March 2020in view of the restrictions under Section 123 of the Companies Act 2013 (the Act) asamended by the Companies (Amendment) Act 2015 becoming effective from 13th August 2015by virtue of which no Company can declare dividend unless carried over previous losses anddepreciation not provided in previous year or years are set off against profit of theCompany for the current year.

DIRECTORS a) Changes in Directors and Key Managerial Personnel:

In according with the provisions of Section 152 of the Act read with Article 91 of theArticle of Association of the Company S L Agarwal Managing Director will retire byrotation at the ensuing AGM and being eligible offer himself for re-election. The Boardhas recommended their re-election.

Mr. Ritesh Ojha was appointed by Board on 14.11.2018 as Independent director in theCompany his appointment was ratified by shareholders in the 29th AGM of the Company heldon 30th September 2019.

Mr. Devan Kaushik who has been appointed on 11.02.2015 as Independent Director in theCompany for five for a second term of five consecutive years from the conclusion of the30th Annual General Meeting of the Company upto the Annual General Meeting to be held inthe calendar year 2025.

Mrs. Sima Jhunjhunwala resigned on 11.02.2020 as a Whole Time Director in the Company.

Mr. Vishal Vithlani was appointed on 07.01.2020 as a Nominee Director in the Company.

b) No. of Meetings of the Board:

Seven meetings of the Board were held during the year ended 31st March 2020.

c) Declaration by Independent Directors:

All Independent directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and as perrespective regulation of SEBI Listing Regulation(LODR) 2015. The declaration is receivedin the first meeting of Board of Directors for the

d) Separate Meeting of Independent Director:

Details of the separate meeting of Independent

Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the ListingRegulations are given in the Corporate Governance Report.

STATUTORY AUDITORS

M/s G. P. Agrawal & Co. Chartered Accountants (FRN 302082E) were appointed asStatutory Auditors of your company in the Annual General Meeting held on 29th September2018 for a term of five requirement to place the matter relating to appointment ofauditors for ratification by Members at every AGM has been done away with by the Companies(Amendment) Act 2017 with effect from 7th May 2018 issued by the Ministry of CorporateAffairs New Delhi. Accordingly no resolution is being proposed for ratification ofappointment of statutory auditors at the ensuing AGM.

There is no qualification reservation adverse remark or disclaimer given by theAuditors in their report. Clarification/explanation on remarks in Independent Auditors'Report

a. In Annexure A Point No. 1(b) of the Auditors' Report regarding physical verificationof fixed Directors have to state that the physical verification of fixed assets is notcarried out due to Covid pandemic. However the management will review the same.

b. As regards delay in payment of undisputed statutory dues mentioned in Annexure Apoint no. 7(a) to the Auditors' Report it is submitted that it was due to the continuousadverse financial condition and no banking facility currently available to the Company.However we hereby submit that all the statutory dues relating to the financial year2019-20 have since been paid. Since the cash inflows of the Company are becoming betterthe Company is endeavouring to deposit all its statutory dues within the due dates.

COST AUDIT

Cost Audit is not applicable to the Company.

SECRETARIAL AUDIT

Your Board appointed M/s. AL & Associates Practicing Company Secretaries toconduct secretarial audit of the Company for the financial year ended 31st March 2020.The report of the M/s. AL & Associates is provided in the "Annexure A"forming part of this report pursuant to Section 204 of the Act.

DEPOSITS

The Company has neither accepted nor renewed any deposits as envisaged in Section 73 ofthe Companies Act . 2013 during the year under review.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. S L Agarwal Managing Director Mrs. Sima Jhunjhunwala ChiefFinancial Officer (Resigned from Whole Time Directorship on 11th February 2020) and Mrs.Sweta Sarraf (Appointed on 30th November 2020) Company Secretary. Details pertaining totheir remuneration have been provided in the Extract of Annual Return annexed hereto andforming part of this consecutive years. The Report.

COMMITTEES OF THE BOARD:

Pursuant to various requirements under the Act and the Listing Regulations the Boardof Directors has constituted various committees such as Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee and Share Transfer Committee. The details of composition termsof reference etc. pertaining to these committees are mentioned in the CorporateGovernance Report.

AUDIT COMMITTEE:

All recommendations made by the Audit Committee during the year were accepted by theBoard. asset your

WHISTLEBLOWER POLICY:

The Company has in place a Whistleblower Policy to deal with unethical behaviorvictimisation fraud and other grievances or concerns if any. The aforementionedwhistleblower policy is available on the Company's website at the following web-link:https://www.webelsolar.com/ investor-corner/corporate-governance.

POLICY ON SELECTION AND REMUNERATION OF DIRECTORS:

Based on the recommendation of the Nomination & Remuneration Committee the Policyon Selection & Remuneration of Directors Key Managerial Personnel and other employeeswas revised and adopted by the Board of Directors at their meeting held on 21.08.2017. Thesaid policy was made applicable w.e.f 01.10.2017.

BOARD EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations theBoard has carried out the evaluation of its own performance and that of its Committees aswell as evaluation of performance of the individual directors.

The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report attached to this Report.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Limited and NationalStock Exchange of India Limited.

Outstanding FCCBs of the Company are listed on Singapore Stock Exchange in whole salemarket.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 your

Company has adopted the Code of Conduct for Prevention of Insider Trading approved byBoard of Directors inter alia prohibits trading in securities of the Company byDirectors and employees on the basis of unpublished price sensitive information inrelation to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3)(m)of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption foreign exchange earnings and outgo are given in the"Annexure B" which forms part of this report.

RISK MANAGEMENT POLICY:

The policy on risk assessment and minimisation procedures as laid down by the Board areperiodically reviewed by the Audit Committee and the Board. The policy facilitates inidentification of risks at appropriate time and ensures necessary steps to be taken tomitigate the risks. Brief details of risks and concerns are given in the ManagementDiscussion and Analysis Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT 9 is given in "Annexure C" to theReport.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year i.e. 31st March 2020 and the date of thisReport.

SIGNIFICANT AND MATERIAL ORDERS:

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

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were reviewed and no reportablematerial weakness was observed.

ANNUAL CSR REPORT

The Company has formed CSR Committee at the end of the financial year 2016-17. Sincethere is profit because of deferred tax in the profit and loss account company could notspend any amount for CSR activities.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofmanagerial personnel and employees of the Company is attached herewith in "AnnexureD".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of Companies Act2013 and Listing Regulations yourcompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at https://www.webelsolar.com/ investorscorner/corpoarte-governance.The policy intends to ensure that proper reporting approval and disclosure processes arein place for all the transaction between the Company and Related Parties.

All related party Transactions are in place before the Audit Committee for review andapproval. All related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of the business. There are nomaterially significant party transactions made by the Company with promoters keymanagerial personnel or other designated persons which may have potential conflict withinterest of the Company at large. Necessary disclosure regarding transactions with relatedparties has been made in the Notes to the Audited Accounts.

All related party transactions entered during the year were in ordinary course of thebusiness and at arm's length basis. No material related party transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the latest auditedfinancial statement were entered during the year by our company. Accordingly thedisclosure of related party transactions as required under section 134(3)(h) of theCompanies Act2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any Loan Guarantee or made any investments or provided anysecurity in violation of section 186 of Companies Act 2013.

STATE OF AFFAIRS OF THE COMPANY

Green energy in India is a growing industry and GOI is giving full support to theIndustry. Your company expects to utilise its full capacity in the financial Year2020-2021. There is no loan from banks on the balance sheet of the company except one loanfrom ARC.

CORPORATE GOVERNANCE REPORT

Maintaining high standards of Corporate Governance has been fundamental to the businessof the company since its inception. A separate report on Corporate Governance alongregardingwith a certificate

Compliance of Conditions of Corporate Governance as stipulated under ListingRegulations is annexed in Annexure E which forms part of this report. A certificate ofCFO of the company in terms of Listing Regulations inter alia confirming the correctnessof financial statements and cash flow statements adequacy of internal control measures isalso annexed.

The extract of annual return in Form MGT-9 as required under section 92(3) of theCompanies Act and Rule 12 of the companies (Management and Administration) Rules2014 isappended as an Annexure to this Annual Report.

SEXUAL HARASSMENT AT WORKPLACE

As Your Company has in place a formal policy for prevention of sexual harassment of itsemployees at workplace. During the year there were no cases filedpursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

We the Directors of the Company hereby confirm that pursuant to provisions ofsection 134(5) of the Companies Act 2013 in respect of financial year under review:

i) In the preparation of the Annual Accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed and there are no materialdepartures from the same;

ii) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year as at 31st March2020 and of the Profits of the Company for that period;

iii) We have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

iv) We have prepared the annual accounts on a "going concern" basis.

v) We have laid down internal financial controls for the Company and that such internalfinancial controls are adequate and operating effectively.

vi) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively

ACKNOWLEDGEMENTS

The directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment towards their duty leading to cordialindustrial relations.

The board places on record its appreciation for the support and co-operation thecompany has been receiving from its suppliers distributors retailers business partnersand others associated with it as its trading partners. The company looks upon them aspartners in its progress and has shared with them the rewards of the growth.

The Board of Directors take this opportunity to place on record its deep sense ofgratitude for the continued support assistance and co-operation received from the all theshareholder Customers Vendors Government Authorities and Banks.

On behalf of the Board of Directors
For WEBSOL ENERGY SYSTEM LIMITED
D. Sethia S. L. Agarwal
Independent Director Managing Director

Date: 31st July 2020

Place: Kolkata

Annexure - A

(to the Secretarial Audit Report of Websol Energy System Limited for the FY March 312020)

To The Members

M/s Websol Energy System Limited

Plot No. 849 Block P 48 Pramatha Choudhary Sarani 2nd Floor New Alipore Kolkata

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedureson test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of thecompany nor of the efficacyor effectiveness with which the management has conducted theaffairs of the company.

For AL & Associates (Practicing Company Secretaries)

Sd/-

Priti Lakhotia

UDIN: F010843B001324100

FCS No.10843

CP No. 12790

Place: Kolkata

Date: 26th November 2020

TO THE DIRECTORS' REPORT

Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 and forming part of the Directors' Report for theyear ended 31st March 2020.

A. CONSERVATION OF ENERGY

The business unit continued their efforts to improve energy usage efficiencies andincrease the share of renewable energy. The Company has taken adequate steps to ensurecomparatively low energy consumption following steps were taken:

a) Time to time replacement of old machinery with new machines having more efficientand cost effective features.

b) Installation of Solar Power Project is being done at plant.

c) Continuous use of CFL & LED lights is being encouraged.

B. TECHNOLOGY ABSORPTION

1. Research and Development (R&D)

No specific expenditure is made under the head R & D constant development effortsare made to increase the efficiency and for cost reduction.

2. Technology Absorption Adoption & Innovation

The Company has fully absorbed the technology to manufacture Solar Photovoltaic Cellsand Modules.

3. Information regarding Imported Technology

(a) Technology Imported The technology to manufacture Solar Photovoltaic Cells and Modules has been imported from Helios Technology Italy.
(b) Year of Import 1994-1995.
(c) Has technology been fully absorbed Yes fully absorbed.
(d) If not fully absorbed areas where this has not taken place reasons therefore and future plan of action. Not Applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars For the year 2019-20 For the year 2018-19
(a) Foreign Exchange earnings of the Company - 9.51
(b) Foreign Exchange Outgo
(i) C. I. F. value of import of Raw Materials Components Spare parts and Capital Goods 11170.30 6467.82
(ii) Others 0.00 0.00

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN FOR THE YEAR ENDED 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 AND OTHER DETAILS

i CIN L29307WB1990PLC048350
ii Registration Date 02/08/90
iii Name of the Company Websol Energy System Limited
iv Category/Sub-category of the Company
v Address of the Registeredoffice details &contact Plot No. 849 Block P 48 Pramatha Chaudhary Sarani 2nd Floor New Alipore Kolkata - 700053
vi Whether listed company YES
vii Name Address & contact details of the Registrar & Transfer Agent if any. M/s. R&D Infotech Pvt. Ltd registered office at 7A Beltala Road 1st Floor Kolkata -700 026 Phone: +91 – 33 – 2419-2641/42
Fax : +91 – 33 – 2476-1657 Email : rd.infotech@vsnl.net.

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

SL No Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Solar Photovoltaic & Cells and Modules 85414011 100

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

There are no Holding Subsidiary and Associate Companies.

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category wise Share Holding

Category of Shareholders

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

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

% Change during the year
Demat Physical Total % of total shares Demat Physical Total % of total shares
A. Promoters
(1) Indian
a) Individual/ HUF 2083248 - 2083248 7.18% 2295248 - 2295248 7.50% 0.33%
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 5419674 - 5419674 18.67% 5419674 - 5419674 17.71% -0.96%
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Total shareholding of Promoter (A) 7502922 - 7502922 25.85% 7714922 - 7714922 25.22% -0.63%
B. Public Shareholding
1. Institutions
a) Mutual Funds - 6200 6200 0.02% - 6200 6200 0.02% -
b) Banks / FI 26307 - 26307 0.09% 1235 - 1235 0.00% -0.09%
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

%

[As on 31-March-2019]

[As on 31-March-2020]

Change
Demat Physical Total % of total shares Demat Physical Total % of total shares during the year
g) FIIs 1996923 - 1996923 6.88% 3163370 - 3163370 10.34% 3.46%
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- 2023230 6200 2029430 6.99% 3164605 6200 3170805 10.36% 3.37%
2. Non-Institutions
a) Bodies Corp.
i) Indian 3438897 - 3438897 11.85% 1908965 - 1908965 6.24% -5.61%
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto I1 Lakh 10306209 - 10306209 35.51% 10306209 - 10306209 33.69% -1.82%
ii) Individual shareholders holding nominal share capital in excess of I1 Lakh 5749609 - 5749609 19.81% 6873714 - 6873714 22.47% 2.66%
c) Director Relation - - - - - - - - -
c) Others (specify)
Non Resident Indians - - - - 620008 - 620008 2.03% 2.03%
Overseas Corporate Bodies - - - - - - - - -
Foreign Nationals - - - - - - - - -
Clearing Members - - - - - - - - -
Trusts - - - - - - - - -
Foreign Bodies - D R - - - - - - - - -
Sub-total (B)(2):- 19494715 - 19494715 67.16% 19708896 - 19708896 64.42% -2.74%
Total Public Shareholding 21517945 6200 21524145 74.15% 22873501 6200 22879701 74.78% 0.63%
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 29020867 6200 29027067 100.00% 30588423 6200 30594623 100.00% 0.00%

(ii) Share Holding of Promoters

Sl. No. Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change
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 in share holding during the year
1 Mr. Sohan Lal Agarwal 2069208 7.13% - 2281208 7.46% - 0.33%
2 Mr. Raj Kumari Agarwal 20 0.00% - 20 0.00% - -
3 Mr. Chiranji Lal Agarwal 14020 0.05% - 14020 0.05% - -
4 S L Industries Pvt. Ltd. 5419674 18.67% 71.96% 5419674 17.71% 70.24% -0.96%
Total 7502922 25.85% 71.96% 7714922 25.22% 70.24% -0.63%

* Negative change in shareholding is for the reason of equity shares to FCCB holders.There were no sale of shares by the promoters of the Company. Mr. S L Agarwal has bought212000 equity shares of the Company during the year.

(iii) Change in Promoters' Shareholding (Specify if there is no change)

During the Year Mr. S L Agarwal (Promoter) has acquired 212000 Equity Shares of theCompany on various dates as mentioned in the below table:

Date

No. of share buy

29/11/19

100000

13/12/19

50000

20/12/19

25000

21/02/20

33847

28/02/20

3153

Date No. of share buy
TOTAL 212000
31/03/19 2069208
31/03/20 2281208
Total Buy 212000

(iv) Shareholding Pattern of Top Ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs)

Sl. No. Name of the Shareholders

Shareholding at the beginning of the year i.e. 01.04.2019

Shareholding at the end of the year i.e. 31.03.2020

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 INDIA MAX INVESTMENT FUND LIMITED
Date Reason
At the beginning of the year 1677025 5.48 1667025 5.45
08-Nov-19 SELL (18097) (0.06) 1658928 5.42
22-Nov-19 SELL (231651) (0.76) 1427277 4.67
06-Dec-19 SELL (50000) (0.16) 1377277 4.50
13-Dec-19 SELL (25000) (0.08) 1352277 4.42
10-Jan-20 BUY 783778 2.56 2136055 6.98
31-Jan-20 SELL (157469) (0.51) 1978586 6.47
07-Feb-20 SELL (109221) (0.36) 1869365 6.11
14-Feb-20 SELL (10871) (0.04) 1858494 6.07
18-Feb-20 SELL 783778 2.56 2642272 8.64
Closing Balance: 2642272 8.64%
2 UJIYARA SAREES PRIVATE LIMITED
Date Reason
At the beginning of the year
30-Sep-19 BUY 135000 0.44% 135000 0.44%
11-Oct-19 BUY 50000 0.16% 185000 0.60%
01-Nov-19 BUY 75000 0.25% 260000 0.85%
08-Nov-19 BUY 70000 0.23% 330000 1.08%
20-Mar-20 BUY 99000 0.32% 429000 1.40%
Closing Balance: 429000 1.40%
3 GOLDMAN SACHS INVESTMENTS
Date Reason
At the beginning of the year 319848 1.05% 319848 1.05%
Closing Balance: 319848 1.05%
4 BINITA H DOSHI
Date Reason
At the beginning of the year 296842 0.97% 296842 0.97%
Closing Balance: 296842 0.97%
5 NISHU FINLEASE PRIVATE LIMITED
Date Reason
At the beginning of the year 280000 0.92
29-Nov-19 SELL (10000) (0.03) 270000 0.88%
13-Dec-19 SELL (15000) (0.05) 255000 0.83%
24-Feb-20 SELL (2000) (0.01) 253000 0.83%
Closing Balance: 253000 0.83%
6 GYANSHEELA PODDAR
Date Reason
At the beginning of the year 201250 0.66% 201250 0.66%
05-Apr-19 SELL (25505) (0.08) 175745 0.57
12-Apr-19 SELL (11104) (0.04) 164641 0.54
19-Apr-19 SELL (1800) (0.01) 162841 0.53
30-Sep-19 BUY 40754 0.13 203595 0.67
11-Oct-19 BUY 20000 0.07 223595 0.73
01-Nov-19 BUY 22101 0.07 245696 0.80
Closing Balance: 245696 0.80 245696 0.80
7 THE INDIAMAN FUND (MAURITIUS) LIMITED
Date Reason
At the beginning of the year 201250 0.66% 201250 0.66%
Closing Balance: 201250 0.66%
8 SHIVRATRI DEALMARK PRIVATE LIMITED
Date Reason
At the beginning of the year - - 164821 0.54
15-Nov-19 BUY 20000 0.07 20000 0.07
22-Nov-19 BUY 50000 0.16 70000 0.23
29-Nov-19 BUY 100000 0.33 170000 0.56
Closing Balance: 170000 0.56
9 P. JANARDHANAN
Date Reason
At the beginning of the year 183000 0.60% 183000 0.60%
05-Apr-19 BUY 7000 0.02 190000 0.62
13-Apr-19 BUY 4121 0.01 194121 0.63
19-Apr-19 BUY 4879 0.02 199000 0.65
31-May-19 BUY 6000 0.02 205000 0.67
07-Jun-19 SELL 15000 0.05 190000 0.62
14-Jun-19 BUY 20000 0.07 210000 0.69
28-Jun-19 BUY 11000 0.04 221000 0.72
05-Jul-19 SELL 5000 0.02 216000 0.71
12-Jul-19 BUY 1079 0.00 217079 0.71
19-Jul-19 SELL 467 0.00 216612 0.71
26-Jul-19 SELL 6080 0.02 210532 0.69
02-Aug-19 SELL 532 0.00 210000 0.69
16-Aug-19 SELL 5800 0.02 204200 0.67
23-Aug-19 SELL 12220 0.04 191980 0.63
30-Aug-19 SELL 18852 0.06 173128 0.57
06-Sep-19 SELL 23433 0.08 149695 0.49
13-Sep-19 BUY 9305 0.03 159000 0.52
08-Nov-19 BUY 6000 0.02 165000 0.54
10-Jan-20 SELL 25000 0.08 140000 0.46
17-Jan-20 SELL 15000 0.05 125000 0.41
24-Jan-20 BUY 10000 0.03 135000 0.44
31-Jan-20 SELL 2190 0.01 132810 0.43
07-Feb-20 BUY 7590 0.02 140400 0.46
14-Feb-20 BUY 10527 0.03 150927 0.49
21-Feb-20 BUY 9073 0.03 160000 0.52
28-Feb-20 BUY 10000 0.03 170000 0.56
Closing Balance: 170000 0.56%
10 SHILPA PANKAJ DESHPANDE
Date Reason
At the beginning of the year 64000 0.21% 64000 0.21%
07-Jun-19 BUY 40625 0.13 104625 0.34
14-Jun-19 BUY 10375 0.03 115000 0.38
12-Jul-19 BUY 15000 0.05 130000 0.42
13-Sep-19 BUY 5000 0.02 135000 0.44
20-Sep-19 BUY 4000 0.01 139000 0.45
30-Sep-19 BUY 5000 0.02 144000 0.47
04-Oct-19 BUY 4000 0.01 148000 0.48
11-Oct-19 BUY 2000 0.01 150000 0.49
Closing Balance: 150000 0.49%

(v) Shareholding of directors and KMP

Name of the Directors and KMP

Shareholding at the beginning of the year i.e. 01.04.2019

Shareholding at the end of the year i.e. 31.03.2020

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
SOHAN LAL AGARWAL
-Managing Director
At The Beginning Of The Year 2069208 7.13%
Bought During The Year* 212000 0.69% 2281208 7.82%
Sold During The Year - 0.00% 2281208 7.82%
At the End of The Year 2281208 7.82%

V INDEBTEDNESS

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 3489.98 3381.65 - 6871.63
ii) Interest due but not paid 36.15 118.35 - 154.50
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 3526.13 3500.00 - 7026.13
Change in Indebtedness during the financial year
Additions 3587.76 1222.47 - 4810.23
Reduction (2183.14) (1885.64) - (4068.78)
Net Change 1404.62 (663.17) - 741.45
Indebtedness at the end of the financial year
i) Principal Amount 4873.25 2705.06 - 7578.31
ii) Interest due but not paid 57.50 131.77 - 189.27
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 4930.75 2836.83 7767.58

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl. No. Particulars of Remuneration

Name of the MD/WTD/Manager

Total Amount
1 Gross salary Mr. S L Agarwal (MD) Mrs. Sima Jhunjhunwala (WTD)*
(a) Salary as per provisions contained in section 17(1) of the Income Tax 1961 79.79 15.89 95.68
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 3.50 2.04 5.54
(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 - - -
5 Others (specify)
Contribution to PF gratuity and other funds 6.71 1.31 8.02
Total (A) 90.00 19.24 109.24

* Resigned w.e.f. 11.02.2020

B. Remuneration to Directors other than MD/Manager/WTD:

Sl. No. Particulars of Remuneration

Name of the Directors

1 Independent Directors Mr. D. Sethia Mr. P. Kaushik Mr. R. Ojha
(a) Fee for attending board committee meetings 1.62 1.62 1.62
(b) Commission - - -
(c ) Others please specify - - -
Total (1) 1.62 1.62 1.62
2 Other Non Executive Directors NIL NIL NIL
(a) Fee for attending board committee meetings
(b) Commission
(c ) Others please specify.
Total (2) - - -
Total (B) = (1+2) 1.62 1.62 1.62

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

Sl. No. Particulars of Remuneration

Key Managerial Personnel

1 Gross Salary CFO Company Secretary* Total
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 1.44 0.50 1.94
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 0.19 0.50 0.69
(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 - - -
5 Others please specify
Contribution to PF gratuity and other funds 0.11 0.06 0.17
Total (C) 1.74 1.06 2.80

* During the year Mrs. Sweta Sarraf (Company Secretary) appointed for her post on30.11.2019.

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

There were no penalties/punishment/compounding of offences for the breach of anysections of Companies Act against the Company or its Directors or other officers indefault if any during the year.

ANNEXURE – D

TO THE DIRECTORS' REPORT

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive Director Ratio to Median Remuneration
Mr. S.L AGARWAL 57.54
Mrs. Sima Jhunjhunwala 13.57
Independent Director
Mr. Dharmendra Sethia 0.99
Mr. Prateek Kaushik 0.99
Mr. Ritesh Ojha (Joined from 14.11.2018) 0.25

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the Financial Year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial year
Mr. SL Agarwal NIL
Mrs. Sima Jhunjhunwala 15%
Mrs. Sweta Sarraf NIL

c. The percentage increase in the median remuneration of employees in the Financialyear:

12%

d. The number of permanent employees on the rolls of Company:

330

e. The explanation on the relationship between average increase in remuneration andCompany performance:

On an average employees received an annual increase of 10% because of the weakfinancial performance during the financial year 2019-20. Individual increase varied from 5to 15%.Increase is always trend with industry norms and individual employee's appraisal isbased on organisational performance apart from individual performance.

f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2019-20 (I in Lakh) 112.04
Revenue (I In Lakh) 19554.17
Remuneration of KMPs (as % of revenue) 0.57
Profit before Tax (PBT) (I In Lakh) (1282.84)
Remuneration of KMP (as % of PBT) NA

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2020 March 31 2019 % change
Market Capitalisation (I Crores) 38.24 125.24 -69.47%
Price Earnings Ratio 5.60 (4.49) 224.72%

h. Public offer:

No Public offer during the Financial Year 2019-20.

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerialremunerationandjustificationthereof and point out if there areany exceptional circumstances for increase in the managerial remuneration:

NA

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Particulars Mrs. Sima Jhunjhunwala Mrs. Sweta Sarraf
Remuneration in FY 2019-20 (I In Lakh) 20.19 1.06
Revenue (I In Lakh) 19554.17 19554.17
Remuneration as % of revenue 0.10 0.06
Profit before Tax (PBT) (I In Lakh) (1282.84) (1282.84)
Remuneration (as % of PBT) NA NA

k. The key parameters for any variable component of remuneration availed by thedirectors:

NA

l. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

NA

m. Affirmation that the remuneration is as per the remunerationpol icy of the Company:

The Company affirms remuneration is as per the remunerationpoli cy of the Company.

Statement of Particulars of Employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (as amended)

Name Designation Nature of Duties Remuneration (I) Qualification and experience (years) Age (years) Date of commencement of employment Last employer designation
Employed throughout the financial year 2019-20
Mr. S L Agarwal Managing Director 9000003 B.COM(HONS) 74 12-02-1982

Employed for part of the financial year 2019-20 (If any employee was not employedfor full year then details of that employees should be disclosed here if his / herremuneration was more than I5 Lakhs per month) : Mrs. Shraboni Kundu

Notes:

1. Remuneration includes salary company's contributions to provident and other fundsbonus allowances and monetary value of perquisites.

2. Except the appointment of directors all appointments are non-contractual andterminable by notice on either side.

3. No employee is a relative of any director of the Company.

4. None of the employees are covered under Rule 5(2)(ii) and (iii) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended).

.