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Weizmann Ltd.

BSE: 523011 Sector: Industrials
NSE: WEIZMANIND ISIN Code: INE080A01014
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OPEN 46.40
PREVIOUS CLOSE 47.05
VOLUME 2654
52-Week high 70.45
52-Week low 27.60
P/E 18.07
Mkt Cap.(Rs cr) 82
Buy Price 47.35
Buy Qty 9.00
Sell Price 47.95
Sell Qty 131.00
OPEN 46.40
CLOSE 47.05
VOLUME 2654
52-Week high 70.45
52-Week low 27.60
P/E 18.07
Mkt Cap.(Rs cr) 82
Buy Price 47.35
Buy Qty 9.00
Sell Price 47.95
Sell Qty 131.00

Weizmann Ltd. (WEIZMANIND) - Director Report

Company director report

TO THE MEMBERS OF WEIZMANN LIMITED

The Directors are pleased to present this 33rd Annual Report and the AuditedStatement of Accounts for the year ended 31st March 2020.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars 2019-2020 2018-19
Total Income including exceptional items 9648.23 10666.76
Profit / (Loss) Before Depreciation 843.06 1289.58
Less : Depreciation 240.95 171.98
Profit / (Loss) Before Tax 602.11 1117.60
Less : Income Tax 155.28 306.70
Less : Deferred Tax 14.75 (46.07)
Profit / (Loss) After Tax 432.08 856.96
Other Comprehensive Income 260.62 (858.71)
Net of Tax
Total Comprehensive Income for the year 692.70 (1.75)

The consolidated Financial Statements of the Company and its associate prepared inaccordance with Indian Accounting Standards (IND AS) including the Rules notified underthe relevant provisions of the Companies Act 2013 form part of the Annual Report andAccounts.

2. DIVIDEND AND RESERVES

Your Directors had declared an Interim Dividend of 100% i.e Rs. 10/-per equity share offace value of Rs. 10/- each in its Board Meeting held on March 6 2020 for the financialyear ended March 31 2020 (Previous Year 2018-2019 : 5% i.e 0.50 paise per equity share).The Board recommends the Members to confirm such interim dividend as Final Dividend forthe Financial Year 2019-2020.

No amount was transferred to General Reserve during the year.

3. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March 2020 wasRs. 172715360/-The Company has not issued any new equity shares during the year.

4. LISTING FEES

The Company has paid the Listing Fees for the financial year 2020-2021 to each of theStock Exchanges where its equity shares are listed.

5. PERFORMANCE OF THE COMPANY

During the year total income of the Company was Rs. 9648.23 Lakhs as againstRs.10666.76 Lakhs in the previous year. The PBT stood at Rs.602.11 Lakhs as againstRs.1117.60 Lakhs in the previous year and PAT at Rs.432.08 Lakhs against Rs.856.96 Lakhsin the previous year.

As in the previous year the Company's focus continues to be on job work and localsales as against exports. During 2019-20 the turnover thereof contributed to 86.91% (jobwork and local sales) as against 74.92% in the previous year.

There has been no change in the business of the Company during the year as compared tothe previous year.

The lockdowns and restrictions imposed on various activities due to COVID 19 pandemichave posed challenges to the business of the Company.

The Company's operations were hit substantially from 23rd March 2020. The Corporateoffice in Mumbai is fully shutdown from 20th March 2020. The Company suspended all itsoperations at the Narol Ahmedabad Unit from 23rd March 2020. The company receivedpermission to start Production at their Narol Ahmedabad Unit from 18th May 2020 fromDistrict Industries Centre Government of Gujarat. Accordingly after initial maintenancethe Company started its commercial production starting from 25th May 2020 onwards. TheCompany had implemented all the preventive measures as suggested by the Government beforestarting the production.

6. SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES

The Company does not have any Subsidiary and Joint Venture Company. However theCompany has formulated policy for determining material subsidiary and the same may beaccessed on the website of the company http://www.weizmann.co.in/msp.html.

Windia Infrastructure Finance Ltd is the only Associate Company. In accordance withSection 136 of the Companies Act 2013 read with Rule 10 of The Companies (Accounts)Rules 2014 a Company may forward statement of accounts containing the salient featuresin the prescribed form and simultaneously ensure that copies of the financial statementsincluding consolidated financial statements along with Auditors Report Directors Reportand other documents that are required to be attached are annexed with the financialstatements and made available for inspection at the registered office of the Companyduring working hours for a minimum period of 21 days prior to the meeting of theshareholders. Accordingly Accounts in the Abridged Form as prescribed in Form AOC-3A ofthe subject rules are being forwarded to all the members of the Company with complete setof financial statements available on the website of the Company www.weizmann.co.in. Alsosalient features in the financial statement of associate company compiled in Form AOC-1 ofthe subject Rules are attached to the financial statements.

No Company became or ceased to be an Associate during the year under review.

7. DIRECTORS AND KEY MANAGEMENT PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Companies Act 2013Shri. Chetan D Mehra (DIN : 00022021) Director of the Company will retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.

Shri Balady S Shetty (DIN: 01262317) was appointed as an Independent Director at theAnnual General Meeting on 14.09.2015 for a term of 5 years Based on the recommendation ofthe Nomination and Remuneration Committee his reappointment for a second term of fiveyears is proposed at the ensuing AGM for the approval of the Members by way of specialresolution.

Shri. Navneet K Pandya resigned as Chief Financial Officer of the company w.e.f30.04.2019.

The Board wishes to place on record its appreciation for the invaluable servicesrendered by him during his tenure in the Company.

Shri. Prakash Kumar Mewara was appointed as Chief Financial Officer of the Companyw.e.f 13.08.2019.

8. BOARD AND COMMITTTEE MEETINGS

The Board of Directors had 5 (five) meetings during financial year 2019-2020. Necessaryquorum was present for all the meetings.

There have been no instances during the year where recommendations of the AuditCommittee were not accepted by the Board.

The details of the composition of the Board and its Committees and the number ofmeetings held and attendance of Directors at such meetings are provided in the CorporateGovernance Report which forms part of the Annual Report.

9. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to provisions of the Companies Act and the Listing Regulations the Board hascarried out the annual performance evaluation of its own performance performance of theChairman the Committees and independent Directors without participation of the relevantDirector. The Nomination and Remuneration Committee of the Board continuously evaluatesthe performance of the Board and provides feedback to the Chairman of the Board. Theindependent directors had a separate meeting without the presence of any non independentdirectors and management and considered and evaluated the Board's performance performanceof the Chairman and other non independent directors and shared their views with theChairman. The Board had also separately evaluated the performance of the Committees andindependent directors without participation of the relevant director.

10. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT 2013

An extract of Annual Return as at 31st March 2020 pursuant to Section 92(3)of the Companies Act 2013 and forming part of this Report is attached as Annexure I tothis Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act 2013 your Directors confirm:

i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

ii) that the Directors had selected s uch accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

v) that the Directors had laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and were operating effectively;

vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;

12. STATEMENT OF DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ('the Listing Regulations'). In the opinion of the Board they fulfil the conditionsof independence as specified in the Act and the Listing Regulations and are independent ofthe management. The Independent Directors have also confirmed that they have complied withthe Company's Code of Business Conduct & Ethics.

13. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OFA DIRECTOR KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee with theresponsibilities of formulating the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration for the directors Key Managerial Personnel and other employees ;formulating criteria for evaluation of independent directors and the Board; Devisingpolicy on Board diversity; Identifying persons who are qualified to become directors andwho may be appointed in senior management in accordance with the criteria laid down andrecommend to the Board their appointment and removal.

Appointment and Remuneration of Managing Director is subject to approval by members inGeneral Meeting and shall be in accordance with Schedule V of Companies Act 2013 andceiling as per Section 197 of the Act. Appointment of Independent Directors is subject tosatisfaction of conditions u/s. 149(6) of the Companies Act 2013. The IndependentDirectors shall be governed by Code of Conduct detailed in Schedule IV of the CompaniesAct 2013.

The personnel selected as Board Member or Key Management Personnel or other seniorpersonnel of the Company is based on their requisite qualifications skills experienceand knowledge in the relevant fields.

Remuneration policy of the Company includes fixation of remuneration and annualincrements based on performance knowledge position target achievement Company'sbusiness plans market environment and the remuneration is segregated into monthly fixedpayments annual payments contribution to social and retirement benefits reimbursementof expenses incurred for discharge of official duties annual bonus welfare schemes likeinsurance on health for self and family accident benefits tying up with agencies formanaging retirement benefits like gratuity pension schemes etc.

The remuneration policy as above is also available on the website of the Companyhttp://www.weizmann.co.in/nnrp.html.

14. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER

SECTION 197 OF THE COMPANIES ACT 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

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 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits top 10 employees in terms of remuneration drawn and otherDisclosures pertaining to remuneration are set out in the said rules are provided in theAnnual Report.

Having regard to the provisions of the proviso to Section 136(1) of the Act and asadvised the Annual Report excluding the aforesaid information is being sent to themembers of the Company.

The said information can be made available to any member interested in obtaining suchinformation on request in writing to the Company Secretary.

15. DISCLOSURE OF PARTICULARS REGARDING CONVERSATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) of the Companies Act 2013 read with Companies (Accounts)Rules 2014 the Report on the matters of Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo are given in Annexure II forming part of thisreport.

16. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits within the meaning of Section 73 ofthe Companies Act 2013.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S. 186 OF THE

COMPANIES ACT 2013

Details of loans given: NIL

Details of Investments made during the year: NIL

Details of Guarantee given: NIL

18. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

All Related Party Transactions that were entered during the financial year under reviewwere on an arm's length basis and in the ordinary course of business and is in compliancewith the applicable provisions of the Act and the Listing Regulations. No material RelatedParty Transactions were entered during the financial year by the Company. Accordinglythere are no particulars are required to report in Form AOC-2.

All Related Party Transactions are placed before the Audit Committee for prior approvaland also before the Board in compliance with the provisions of the Act and ListingRegulations. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are repetitive in nature or when the need for them cannot be foreseenin advance.

19. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and the same has beenhosted on its website at the link http://www.weizmann.co.in/rpt-policy.html. The policyincludes the specific category of policies requiring prior approval of the AuditCommittee the Board of Directors Special Resolution by members at General Meetingdetermining the materiality of the related party contract both under Companies Act 2013and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 and also the procedures to be followed in complying with the statutory provisions inrespect of related party transaction if any.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing the identification ofelements of risks monitoring and mitigation of the risks. The Company has laid downdetailed process in planning decision making organizing and controlling. The RiskManagement Policy has been hosted on the Company's website:http://www.weizmann.co.in/rmp.html.

21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “Corporate Social Responsibility” (CSR) theCompany has contributed funds for education and medical expenses. The contributions inthis regard have been made to a registered trust which is undertaking the activitiesprescribed under Schedule VII of the Companies Act 2013. The Annual report on CSRactivities is annexed as a separate Annexure III.

The Company has constituted CSR committee the details of which are given in CorporateGovernance Report and also a CSR policy is formulated which is uploaded on the website ofthe Company: http:// http://www.weizmann.co.in/csr.html.

22. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy isalso in vogue. The Whistle Blower Policy covering all stakeholders including employees anddirectors of the Company is hosted on the Company's websitehttp://www.weizmann.co.in/wbp.html.

23. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATION IN FUTURE

No significant or material orders have been passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH RESPECT

TO THE FINANCIAL STATEMENTS

The Company has an internal control system commensurate with the size scale and natureof its operation. The internal controls ensure that all its assets are properlysafeguarded and protected against loss from unauthorized use or disposal all transactionsare authorized recorded and reported correctly. The Company has also an internal auditsystem for periodical audit of the internal control systems of the company.

26. STATUTORY AUDITORS

M/s. Batliboi & Purohit Chartered Accountants (Firm Registration No: 101048W) wereappointed as Statutory Auditors of your Company at the 30th Annual General Meeting held on23rd August 2017 for a term of five consecutive years to hold office from the conclusionof the 30th Annual General Meeting until the conclusion of the 35th Annual General Meetingof the Company to be held in the Year 2022.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report.

The Company has received a certificate from M/s Batliboi & Purohit CharteredAccountants confirming that they are not disqualified from continuing as StatutoryAuditors of the Company.

27. COST AUDITOR

The maintenance of cost records as specified by the Central Government under subsection(1) of section 148 of the Companies Act 2013 is required by the Company and accordinglysuch accounts and records are made and maintained.

The Board of Directors on the recommendation of Audit Committee has appointed M/s.Bhanwarlal Gurjar & Co Cost Accountants (Firm Registration No. 101540) as CostAuditor to audit the cost accounts of the Company for the financial year 2020-2021.

28. SECRETARIAL AUDIT

Pursuant to requirement of Section 204 of the Companies Act 2013 the Company hadappointed Shri. Martinho Ferraro Practicing Company Secretary (COP 5676) as SecretarialAuditor for the Financial Year 2019-2020 and the Secretarial Audit Report is attached asAnnexure IV.

There are no adverse observation made by Secretarial Auditor.

29. STATUTORY AUDITOR'S REPORT

There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditor of the Company in its audit report.

30. AUDIT COMMITTEE OF THE COMPANY

The Audit Committee of the Company comprises of the following Directors:

Name of the Members Designation
1 Shri. Balady S Shetty Chairman (Independent Director)
2 Shri. Dharmendra G Siraj Member (Non Executive Non Independent Director)
3 Smt. Smita V Davda Member (Independent Director)

The composition of the Audit Committee is in compliance with the requirements ofSection 177 of the Act Regulation 18 of the Listing Regulations as amended from time totime and -guidance note issued by Stock Exchanges

31. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of Unclaimed Dividend to IEPF:

As required under Section 124 of the Act the Unclaimed Dividend amount aggregating toRs. 221139/- pertaining to the financial year ended on 31st March 2012 lying with theCompany for a period of seven years were transferred during the financial year 2019-2020to the Investor Education and Protection Fund established by the Central Government.

b) Transfer of shares to IEPF:

As required under Section 124 of the Act 15741 equity shares in respect of whichdividend has not been claimed by the members for seven consecutive years or more havebeen transferred by the Company to the Investor Education and Protection Fund Authority(IEPF) during the financial year 2019-2020. Details of shares transferred have beenuploaded on the website of IEPF as well as the Company.

32. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A report on CorporateGovernance is annexed as a separate Annexure V. Auditors Certificate confirming complianceof the Corporate Governance is appended to the Report on Corporate Governance.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Regulationswith the Stock Exchanges is annexed as Annexure VI forming part of this report.

34. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.

35. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION PROHIBIITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year no complaints have been received.

37. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the assistance and co-operationreceived from Government Authorities Bankers Lending Institutions Suppliers andCustomers during the year under review. Your Directors place on record their appreciationfor the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place : Mumbai Neelkamal V. Siraj Chetan D Mehra
Date : 31st July 2020 Vice Chairman & Director
Managing Director DIN:00022021
DIN : 00021986

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN : L65990MH1985PLC038164
ii) Registration Date : 25th November 1985
iii) Name of the Company : Weizmann Limited
iv) Category / Sub-Category of the Company : Company Limited by Shares
v) Address of the Registered office and contact details : 214 Empire House Dr. D. N. Road Ent. A. K. Nayak Marg Fort Mumbai 400 001. Tel : 022-22071501 Email :investorsgrievance@weizmann.co.in
vi) Whether Listed Company : Yes
vii) Name Address and Contact details of Registrar and Transfer Agent : Bigshare Services Private Limited 1st Floor Bharat Tin Works Bldg. and Transfer Agent: Opp. Vasant Oasis Makwana Road Marol Andheri (E) Mumbai 400059. Tel : (022) 62638200 Email : investor@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of theCompany shall be stated:-

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Textile Process 13139 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name and address of the Company CIN/GLN Holding/ Subsidiary / Associate % of shares held Applicable Section
1 Windia Infrastructure Finance Limited 629A Gazdar HouseDhobi Talao Marine Lines Mumbai- 400002 U40100MH1994PLC081874 Associate 7913441 Shares 32.62% 2(6)

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

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
(a) Individual/HUF 2813167 - 2813167 16.29 2813167 - 2813167 16.29 -
(b) Central Govt. - - - - - - - - -
(c) State Govt. - - - - - - - - -
(d) Bodies Corp. 9105268 - 9105268 52.72 9105268 - 9105268 52.72 -
(e) Banks / FI - - - - - - - - -
(f) Any Other - - - - - - - - -
Sub-total (A)(1):- 11918435 - 11918435 69.01 11918435 - 11918435 69.01 -
(2) Foreign
(a) NRIs-Individuals - - - - - - - - -
(b) Other Individuals - - - - - - - - -
(c) Bodies Corp. - - - - - - - - -
(d) Banks / FI - - - - - - - - -
(e) Any Other - - - - - - - - -
Sub-total (A) (2):- - - - - - - - - -
Total Shareholding of Promoter (A)=(A)(1)+(A)(2) 11918435 - 11918435 69.01 11918435 - 11918435 69.01 -
B. Public Shareholing
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - -
c) Central Govt. (IEPF) 247554 - 247554 1.43 263295 - 263295 1.52 0.09
d) State Govt. 100 - 100 0.00 100 - 100 0.00 0.00
e) Venture Capital Funds - - - - - - - - -
f) Insurance Co's - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1) 247654 - 247654 1.43 263395 - 263395 1.52 0.09
2.Non- Institutions
a) Bodies Corp.
i) Indian 69843 534 70377 0.41 32105 534 32639 0.19 (0.22)
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 Lakh 1247402 482348 1729750 10.01 1350461 441302 1791763 10.37 0.36
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh 3201014 - 3201014 18.53 3102299 - 3102299 17.96 (0.57) -
C) Others
i) NRI's 50156 26380 76536 0.44 56260 23956 80216 0.46 0.02
ii) Demat Transit /Clearing Member 27770 - 27770 0.16 42450 - 42450 0.25 0.08
iii) HUF - - - - 40339 - 40339 0.23 0.23
Sub-total (B)(2) 4596185 509262 5105447 29.56 4623914 465792 5089706 29.47 (0.09)
Total Public Shareholding (B)=(B)(1)+(B)(2) 4843839 509262 5353101 30.99 4887309 465792 5353101 30.99 0.00
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 16762274 509262 17271536 100.00 16805744 465792 17271536 100.00 0.00

ii) Shareholding of promoters:

Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in share holding during the year
No. of shares % of total shares of 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. Chetan Mehra 1000 0.01 - 1000 0.01 - -
2. Dharmendra Siraj 1393020 8.06 - 1393020 8.06 - -
3. Anju Siraj 1243103 7.19 - 1243103 7.19 - -
4. Radhika Mehra 900 0.01 - 900 0.01 - -
5. Shweta Siraj Mehta - - - - - - -
6. Isha Siraj Kedia 174944 1.01 - 174944 1.01 - -
7. Arun Mehra 100 0.00 - 100 0.00 - -
8. Nirmal D. Mehra 100 0.00 - 100 0.00 - -
9. Sitex India Private Limited 1851517 10.72 - 1851517 10.72 - -
10. Windia Infrastructure Finance Limited 1000 0.01 - 2000 0.01 - 0.00
11. Hansneel Impex Private Limited 3415664 19.78 - 3415664 19.78 - -
12. Ram Krishna Iron Works Private Limited 1000 0.01 - 1000 0.01 - -
13 Karma Energy Limited 1000 0.01 - - - - (0.01)
14. Kotta Enterprises Limited 104773 0.61 - 104773 0.61 - -
15. Purvaja Projects Limited 648780 3.76 - 648780 3.76 - -
16. Prabhanjan Multitrade Private Limited 2474184 14.33 - 2474184 14.33 - -
17 Inspeed Power Private Limited 607350 3.52 - 607350 3.52 - -
Total 11918435 69.01 - 11918435 69.01 - -

iii) Change in Promoter's Shareholding (please specify if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 11918435 69.01 11918435 69.01
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): 1000 shares Inter-se transfer amongst promoter group 0.01
At the End of the year 11918435 69.01 11918435 69.01

iv) Shareholding pattern of top ten shareholders (other than Directors Promoters andHolders of GDRs and ADRs

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative during the \ Shareholding rear
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year
1 Kanan Ankit Khambhati 1160062 6.72 1160062 6.72
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
At the End of the year ~ 1160062 6.72
2 Meghna Pratik Doshi 1138059 6.59 1138059 6.59
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - - -
At the End of the year - - 1138059 6.59
3 Subramanian P# 514153 2.98 514153 2.98
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - (514153) (2.98)
At the End of the year - - - -
# Ceased to be in the list of Top 10 shareholders as on 31.03.2020. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2019.
4 Deepak Jain 45872 0.27 45872 0.27
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - (25000) (0.15)
At the End of the year - - 20872 0.12
5 Sangeetha S 50560 0.29 50560 0.29
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - 514690 2.98
At the End of the year - - 565250 3.27
6 Maneka Hitesh Siraj 35453 0.21 35453 0.21
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - - -
At the End of the year - - 35453 0.21
7 Mansi Hitesh Siraj Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): 35453 - 0.21 - 35453 - 0.21 -
At the End of the year - - 35453 0.21
8 Pansy Dinshaw Mehta 35159 0.20 35159 0.20
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) - - - -
At the End of the year - - 35159 0.20
9 Manoj Nagpal ## 33267 0.19 33267 0.19
Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - (33267) (0.19)
At the End of the year - - - -
## Ceased to be in the list of Top 10 shareholders as on 31.03.2020. The same is reflected above since the shareholder was one of the Top 10 shareholder as on 01.04.2019.
10 Devraj B Semlani 20000 0.12 20000 0.12
Date wise Increase - - - -
/Decrease in Promoters
Share holding during
the year specifying the
reasons for increase /
decrease (e.g.
allotment / transfer /
bonus / sweat equity
etc):
At the End of the year - - 20000 0.12
11 Laxmi Deoraj Semlani 20000 0.12 20000 0.12
Date wise Increase - - - -
/Decrease in Promoters
Share holding during
the year specifying the
reasons for increase /
decrease (e.g.
allotment / transfer /
bonus / sweat equity
etc):
At the End of the year - - 20000 0.12

v) Shareholding of Directors and Key Managerial Personnel :

For Each of the Directors and Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares % of total shares of the company
At the beginning of the year
1 Chetan Mehra

1000

0.01

1000 0.01
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (eg. allotment / transfer / bonus / sweat eguity etc):
At the end of the year

-

-

1000 0.01
2 Dharmendra Siraj

1393020

8.06

1393020 8.06
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (eg. allotment / transfer / bonus / sweat eguity etc):
At the end of the year

-

-

1393020 8.06
3 Neelkamal Siraj

-

-

-

-
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
At the end of the year

-

-

-

-
4 Hitesh V. Siraj

-

-

-

-
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
At the end of the year

-

-

-

-
5 Balady.S.Shetty

200

0.00

200

0.00
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
At the end of the year

-

200

0.00
6 Smita V. Davda

-

-

-

-
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
At the end of the year

-

-

-

-
7 Navneet K Pandya-CFO #

-

-

-

-
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
At the end of the year

-

-

-

-
8 Prakash Kumar Mewara-CFO ##

-

-

-

-
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
9 Ami Purohrt - Company Secretary-

-

-

-

-
Date Wise Increase / Decrease in share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
At the end of the year

-

-

-

-

# Resigned as Chief Financial Officer w.e.f. 30.04.2019

## Appointed as Chief Financial Officer w.e.f. 13.08.2019

V. INDEBTEDNESS

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

(Rs in Lakh)

Indebtedness at the beginning of the financial year Secured excluding deposits Loans Unsecured Loans Deposits Total Indebtedness
I)Principal Amt. 185.14 44.07 - 229.21
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - 3.05 - 3.05
Total (i+ii+iii) Change in Indebtedness during the financial year 185.14 47.12 - 232.26
Addition - 2150.00 - 2150.00
Reduction 45.55 444.07 - 489.62
Net Change Indebtedness at the end of the financial year (45.55) 1705.93 - 1660.38 `
i)Principal Amount 139.59 1750.00 - 1889.59
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - 3.05 - 3.05
Total (i+ii+iii) 139.59 1753.05 - 1892.64

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Rs.in Lakhs

Particulars of Remuneration Name of MD /WTD/Managor Total
Vice Chairman & Managing Director Neelkamal V. Siraj
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 50.00 50.00
(b) Value of Perquisite u/s 17(2) of Income Tax Act 1961 - -
(c) Profit in lieu of salary under section 17(3) of Income Tax Act 1961 - -
2. Stock Option - -
3. Sweat Equity - -
Commission
4. - as % of profit
- Others specify.
5. Others please specify - -
Total (A) 50.00 50.00

B. Remuneration to other directors :

Particulars of Remuneration Name of Directors Total Amount
1. Independent Directors Shri. Balady S Shetty Smt. Smita V Davda '
• Fees for attending Board and Committee Meetings 43000 43000 - 86000
• Commission _ _ _ _
• Others please specify - - - -
Total (1) 43000 43000 86000
2. Other Non- Executive Director Shri. Dharmendra G Siraj Shri. Chetan D Mehra Shri. Hitesh V Siraj
Fees for attending Board and Committee Meetings 45000 20000 25000 90000
Commission - - - -
Others please specify - - - -
Total (2) 45000 20000 25000 90000
Total (B) = (1+2) 88000 63000 25000 176000

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

(Rs. in Lakhs)

Particulars of Remuneration

Key Managerial Personnel

Total
Ms. Ami Purohit Company Secretary Shri. Navneet Pandya# CFO Shri. Prakash Kumar Mewara ## CFO
1. Gross Salary 4.04 3.63 18.83 26.50
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 - - - -
(b) Value of Perquisite u/s 17(2) Income Tax Act 1961 - - - -
(c) Profit in lieu of salary under section 17(3) Income Tax Act 1961 - - - -
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - - - -
- as % of profit
- Others specify.
5. Others please specify - - - -
Total (C) 4.04 3.63 18.83 26.50

# Resigned as Chief Financial Officer w.e.f. 30.04.2019

## Appointed as Chief Financial Officer w.e.f. 13.08.2019

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

Type Section of the Companies Act Brief Description Details of Penalty / imposed Punishment / Compounding fees Authority [RD / NCLT/COURT] Appeal made if any (give Details)
A. COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. DIRECTORS
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

 

For and on behalf of the Board
Place : Mumbai Neelkamal V. Siraj Chetan D Mehra
Date : 31st July 2020 Vice Chairman & Director
Managing Director DIN:00022021
DIN : 00021986

.