Alfa Ica (India) Ltd Directors Report.

ALFA ICA (INDIA) LIMITED

We have pleasure in presenting the 29th Annual Report of the Company along with the audited statement of accounts for the year ended March 31, 2020. The financial results for the year are shown below. The working and operational the Company were quite satisfactory during the year.

FINANCIAL HIGHLIGHTS

Particulars Current Year 31.03.2020 Previous Year 31.03.2019
Total Income 571,170,997 565,090,029
Earning before Interest and Depreciation 39,964,083 40,904,573
A. Finance Cost 14,998,755 16,151,645
B. Depreciation 8,453,858 6,900,925
Profit before Tax 16,511,470 17,852,003
Tax Liability
I. Current Tax 4,202,741 4,380,401
II. Deferred Tax (12,284) 780,900
III. Tax Adjustments Earlier Years - 235,763
Profit after Tax 12,321,013 12,454,939
Earning Per Share
Basic 3.05 3.08
Diluted 3.05 3.08

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2020 is Rs Rs.40,400,000. During the year under review, the Company has not issued any shares.

RESULT OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the year under review, total revenue of the Company s is Rs 571,170,997 as against to Rs 565,090,029 in the previous year. Profit for the year 2019-20 is Rs 12,321,013 as against Rs 12,454,939 in the previous year.

TRANSFER TO RESERVES

Company has not proposed any amount to be carried to any reserves.

EXPORT

The total exports of the Company amounted to Rs 442,341,510(Previous year Rs 430,148,173) representing about and other& 80.41 percent of the sales. The Company is trying to locate new export markets for its products and see good potential for growth in the export business.

DIVIDEND

The Directors have not recommended dividend for the Financial Year 2019-20.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Section73 and74 Companies Act, 2013 read with the Companies (Acceptance of

Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company is also not applicable to the Company for the financial year 2019-20.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and incompliance with the requirements of SEBI(LODR)Regulations,2015,theBoard has carried out the annual evaluation Directors individually as well as the performance of the working RemunerationCommittees ofitsAudit, Nomination of the Board. At the meeting of the Board, all the relevant factors that are materialevaluatingthe performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Boards functioning, such as adequacy of the compositionof the Board and its Committees ,execution and performance of specific duties, obligations and of the governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with

BOARD MEETINGS

During the year, Six Board Meetings were held. Five Audit committees meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

AUDIT COMMITTEE COMPOSITION

The Audit Committee comprises of Mr Indermal Nahta, Independent Director as Chairman, Mr. Sanjeev kumar sharma, Independent Director and Mr. Rishi Tikmani, Whole-timeDirector as Members.

Further, as per section 177(8) of the Companies Act, 2013 there was not any case during the period under review that any recommendation is made by the Audit Committee and the Board has not accepted it.

BUSINESS ACTIVITY

The Company is presently engaged in the process of manufacturing High Pressure Laminate (H.P.L) Sheets & Compacts which are available in several Colours, Designs and Textures. Alfa range consists of more than 600design decors and more than 50 textures. Company has also spreading its footprints globally, producing more than 6 Million sq. mts. Laminates. With more decors and more finishes, high quality environmental friendly decorative solutions. These High Pressure Laminates are recognized and appreciated by architects, interiors and fitters. The Laminate sheets are used for variousapplicationsin

Furniture Covering

Wall Paneling

Partitions

Door Covering

Shower Panels

Interior Wall Paneling

Exterior Wall Cladding

Green Chalk Board

White Marker Board

Dry Wipe Boards

Kitchen Top and Backsplash

Cubicle

Green chalk board/white market

Anti-Fingerprint laminate

Table Top

Fire Retardant and many other areas.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The annexed Management Discussion and Analysis forms a part of this report and covers, amongst other matters, the performance of the Company during the Financial Year 2019-20 as well as the future outlook.

DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations as required under Section 149(7) of the Companies Act, 2013 that they meet theevaluationprocess. the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Pooja Tikmani (DIN: 06944249)Director will retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers herself for re-appointment. The Board recommends her re-appointment. An appropriate resolution for her re-approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 29thAGM of your Company.

During the year under review, the Board has appointed Mr. Ayush Kedia as an AdditionalNon-executive director of the company w.e.f 09.11.2019. Also, Mr. Shyam Sunder Tibrewal Independent Director of the company has resigned w.e.f 12.11.2019. In accordance with Section 203 of the Companies Act, 2013, the Company has following Key Managerial Personnel at the end of the financial year and as on date of the Board Report.

1. Mr. Rishi Tikmani, Whole-time Director

2. Shri Hansraj Sekhani, CFO our innovation brings you

3. Ms. Himadri Trivedi, Company Secretary

Your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutorymodification(s)or re-enactment(s) for the time being in force).

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules framed there under and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors formulated the Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient the Remuneration Policy, covering the policy on appointment and remuneration of Directors, key managerial personnel and employees.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section134 (3) (c) of the Companies Act, 2013 your Directors confirm that: a) in the preparationof the financial statements for the year ended March 31, 2020,as far as possible andfinancial to the extent, if any, accounting standards mentioned by the auditors in their report are complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure; b) such accountingpolicies have been selected and applied them consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for the year on that date; c) the Directors have taken proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevention anddetection of d) the Directors have prepared the annual accounts on a going concern basis; and e) Proper internal financial controls are in place and that such internal financial controls are adequate and were operating effectively. f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The Company is exempted from providing report on Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014are not applicable to your Company.

STATUTORY AUDITORS

At the 26th Annual General Meeting of the Company held in year 2017, the shareholders had approved the appointment of M/s Doogar & Associates (Firm Registration Number: 000561N), Chartered Accountants, as the Statutory Auditors of the Company to hold officefor 5 (five) consecutive years, subject to ratification by Shareholders in every Annual General Meeting. whichProviso (1) of sub-section mandates that the Company shall place matter relating to such appointment for ratification by Shareholders at every Annual General Meeting has been omitted by the Companies (Amendment) Act, 2017 effective May 07, 2018. Therefore, for the Financial Year 2020-21 and thereafter, ratification of appointment every year at the Annual General Meeting is no longer required.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act,2013,the Board of Directors of your Company at its meeting held on June 29,2020 has appointed M/s. Kamlesh M Shah & Co., Practicing Secretary (Certificate of Practice No. 2072), as the Auditor to conduct an audit of the secretarial records, for the financial year2020-21.

Your company has received consent from M/s. Kamlesh M Shah & Co. to act as the Secretarial auditor for conducting audit of the Secretarial records for the financial year ending on March 31, 2021.

The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith as "ANNEXURE A" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

Your Company has robust Risk Management policy .The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Companys planning process. There are no risks, which in the opinion of the Board threaten the existence of your Company.

ADEQUCY OF INTERNAL FINANCIAL CONTROLS

The Company has in place robust internal control procedures commensurate with its size and operations. Company has the internal controls Department headed by Internal Auditor of the company. The Board of Directors is also responsible for the internal control system, sets the guidelines, verifying its adequacy, effectiveness and application. The Companys internal control system is designed to ensure management efficiency, measurability and verifiability, reliability of accounting and management information, compliance with all applicable laws and regulations, and the protection of the Companys assets so that the companys main risks (operational, compliance-related, economic and financial) are properly identified and managed over time.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Directors, Designated Employees and Connected Persons while in possession of unpublished price sensitive information relationto in the securities of the Company. The code of conduct is available at the Companys website at www.alfaica.com under investor segment.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the Section 177(9)& (10) of the Companies Act,2013 and rules framed there under read with Regulation 22 of the Listing Regulations, the Company has a Whistleblower Policy in place for its Directors and Employees to report concerns about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides for protected disclosures that can be a whistle blower through e-mail or letter or to the Chairperson of the Audit Committee. Whistle Blower Policy is disclosed on the website of the Company. During the year ended on March 31, 2020, the Company did not receive any information under the scheme.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT Company WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

Secretarial ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on March 31,2020 inform MGT-9 in accordance with Section92(3)of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 is annexed herewith as "ANNEXURE B" to this report.

PARTICULARS OF THE EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in "Annexure C" of this report. The statement containing the information er the of the top ten employees in terms of remuneration drawn as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to any Member on a written request to the Company Secretary. In terms of Section136 of the Act, the Reports and Accounts are being sent to the Members and others entitledthereto, excluding the aforesaid information of top ten employees which is available for inspection by the members at the Registered office of Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. There was no employee who was in receipt of remuneration in excess ofRs. 8.5Lacs per month during the year or Rs.1.2Crore per annum in the aggregate if employed part of the year.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8 (3) OF THE ook place on those items during the year.

COMPANIES (ACCOUNTS) RULES, 2014:

The informationpertaining to conservation of energy, absorption, Foreign exchange Earnings and outgo as required under Section134(3)(m) of the Companies Act, 2013 read Rule8(3) of the Companies (Accounts) Rules,2014 is furnished in Annexure to Directors Report and is attached to this report [Annexure D]

LOAN, GUARANTEES OR INVESTMENTS

During the year, the Company has not made any investment nor given any loan or guarantees under Section 186 of Companies Act, 2013.

RELATED PARTIES TRANSACTIONS

During the financial year 2019-20, there was no materially significant under Section framed there under and Regulation 2015 that may have potential conflict with the interest of the Company. Disclosure on related party transactionsis set out in financial statements.

MATERIAL CHANGES / INFORMATION aftclosure Thereisnomaterialchangeshavetakenplace of the financial year up to the date of this report which may have substantial effect on the business and

DETAILS OF SIGNIFICANT AND MATERIAL OR DERSPASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

No significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies operations in future.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules,2014 to the extent thetransactions

APPRECIATION

Your Director stake this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers, employees and other business associates for the excellent . support and co-operation extended by them.

Place: Ahmedabad Date: 12/08/2020

By Order of the Board of Directors

Indermal Nahta

Chairman (DIN: 03565091)

SECRETARIAL AUDIT REPORT (Form MR-3) FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2020

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014] To, The Members,

ALFA ICA (INDIA) LIMITED

CIN: L20100GJ1991PLC016763

I/we have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ALFA ICA (INDIA) LIMITED (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my/our verification of the records of ALFA ICA (INDIA) LIMITED, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on 31st March 2020 complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliances mechanism in place to the extent , in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and record maintained by ALFA ICA (INDIA) LIMITED (CIN: L20100GJ1991PLC016763) for the financial year ended on 31.03.2020 according to the provisions of:

(i) The Companies Act, 2013(the Act) and the rules made there under;

(ii) The Securities Contracts (Regulations) (‘SCRA) and the rules made there under; Act,1956

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act,1999 and the rules and regulation made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings(NOT APPLICABLE FOR THE YEAR UNDER REVIEW)

(v) The following Regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeover)Regulations,2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTraining)Regulations,1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;

(f) TheSecuritiesandExchangeBoardofIndia(RegistrartoanIssueandShareTransferAgents)Regulations,1993regardingthe Companies Act and dealing with client;

(g) The Securities and Exchange Board of India(Delisting of Equity Shares)Regulations, 2009and

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations,1998;

(vi) As stated in the Annexure A are applicable specifically thelaws,rules,regulations to the company.

(vii) No other observation regarding other major corporate events occurred during the year and various compliances made by the company with applicable Laws, Rules, Regulations, and Listing Agreement etc.

I have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of India thought is applicable w.e.f. adopted by the Company by passing requisite board resolutions and are complied with.

(b) The Listing Agreements entered into by the Company with Bombay Stock Exchanges.

During the period under review the Company has complied with the provision of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I/We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executives Directors, Independent Directors and Woman Director.

The changes in the compositionof the Board of Directors that took place during the period under review were carried out incompliance with the provision of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure complianceswithapplicablelaws,rules,regulationsandguidelines.

We further report that during the audit period the company has not made any (I) Public/ Right/Preferential issue of shares/ debentures/sweat equity, etc. securities (II) Redemption/

(III) Major decisions taken by the members in pursuance to section 180 ofthe Companies Act,2013 (IV) Foreign technical collaborations

FOR KAMLESH M. SHAH &CO,

PRACTICING COMPANY SECRETARIES

(Kamlesh M.Shah)

Proprietor M.No. : 8356 C.P.No. 2072 UDIN: A008356B000346595

Place: Ahmedabad Date: June 16, 2020

Securities Laws

1. All Price Sensitive Information was informed to the stock exchanges form time to time.

2. All investors complain directly received by the RTA & Company are recorded on the same date of receipts and all are resolved within reasonable time.

Labour Laws

1. All the premises and establishments have been registered with the appropriate authorities.

2. The Company has not employed any child labour/ Bonded labour in any of its establishments.

3. Provisions with relate to compliances of PF/ESI/Gratuity Act are applicable to Company and Complied with.

Environmental Laws

As the company is engaged in activities,the environmental laws as are applicable to it and it has properly complied manufacturing with such provisions to the extent applicable.

Taxation Laws and Income Tax Act, 1961 and filing the returns at proper time with Income tax Thecompanyfollowsalltheprovisionsofthetaxation department and all other necessary departments.

FOR KAMLESH M. SHAH &CO,

PRACTICING COMPANY SECRETARIES

(Kamlesh M.Shah)

Proprietor M.No. : 8356 C.P.No. 2072 UDIN: A008356B000346595

Place: Ahmedabad Date: June 16, 2020

To The Members,

ALFA ICA (INDIA) LIMITED

CIN: L20100GJ1991PLC016763 1-4, UMA INDUSTRIAL ESTATE,

VILLAGE: IAWA, SANAND AHMEDABAD 380015 GUJARAT INDIA 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 the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or with which the management has conducted the affairs of the Company.

7. We have relied on Management Representation Letter provided by the Company before issuing this Report to the Company.

FOR KAMLESH M. SHAH &CO,

PRACTICING COMPANY SECRETARIES

(Kamlesh M.Shah)

Proprietor M.No. : 8356 C.P.No. 2072 UDIN: A008356B000346595

Place: Ahmedabad Date: June 16, 2020

ANNEXURE – B TO THE DIRECTORS REPORT

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDING ON

March 31, 2020 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

1) REGISTRATION AND OTHER DETAILS:

CIN L20100GJ1991PLC016763
Registration Date 11/12/1991
Name of the Company Alfa Ica (India) Ltd.
Category/sub-category of the Company Public Company / Limited by Shares
Address of the registered office and contact details 1-4, Uma Industrial Estate, Village:Iawa, Taluka Sanand, Dist:
Ahmedabad Gujarat-382 110
Whether listed company Yes (BSE)
Name, address and contact details of registrar and transfer agent if any Link Intime India Private Limited
506-508, Amarnath Business Center (ABC-I), Beside Gala Business
Center, Near St. Xaviers College Corner, Off C G Road, Navrangpura,
Ahmedabad 380 009
Tel no: 079-26465179 Fax: 079-26465179
Email: ahmedabad@linkintime.co.in

2) PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

No oducts/ services pr SL. Nameanddescriptions of main. NIC Code of the product/ Service % to Total turnover of the company
1 Decorative laminates 170 99.94%

3) PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: –N.A.

4) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding:

Category of Shareholders

Shareholding at the beginning of the year-2019

Shareholding at the end of the year-2020

% Change
Sr. No (A) Shareholding of Promoter and Promoter Group Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year
[1] Indian
(a) Individuals / Hindu Undivided Family 2873298 0 2873298 71.1212 2873298 0 2873298 71.1212 0.0000
(b) Central Government / State Government(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000
(c) Financial Institutions / Banks 0 0 0 0.0000 0 0 0 0.0000 0.0000
(d) Any Other (Specify)
Sub Total (A)(1) 2873298 0 2873298 71.1212 2873298 0 2873298 71.1212 0.0000
[2] Foreign
Category of Shareholders

Shareholding at the beginning of the year-2019

Shareholding at the end of the year-2020

% Change
Sr. No Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year
(a) Individuals (Non-Resident Individuals / Foreign Individuals) 0 0 0 0.0000 0 0 0 0.0000 0.0000
(b) Government 0 0 0 0.0000 0 0 0 0.0000 0.0000
(c) Institutions 0 0 0 0.0000 0 0 0 0.0000 0.0000
(d) Foreign Portfolio Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000
(e) Any Other (Specify)
Sub Total (A)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000
Total Shareholding of Promoter and Promoter Group(A)=(A) 2873298 0 2873298 71.1212 2873298 0 2873298 71.1212 0.0000
(1)+(A)(2)
(B) Public Shareholding
[1] Institutions
(a) Mutual Funds / UTI 0 0 0 0.0000 0 0 0 0.0000 0.0000
(b) Venture Capital Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000
(c) Alternate Investment 0 0 0 0.0000 0 0 0 0.0000 0.0000
Funds
(d) Foreign Venture Capital 0 0 0 0.0000 0 0 0 0.0000 0.0000
Investors
(e) Foreign Portfolio Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000
(f) Financial Institutions / 2100 0 2100 0.0520 2100 0 2100 0.0520 0.0000
Banks
(g) Insurance Companies 0 0 0 0.0000 0 0 0 0.0000 0.0000
(h) Provident Funds/ Pension 0 0 0 0.0000 0 0 0 0.0000 0.0000
Funds
(i) Any Other (Specify)
Sub Total (B)(1) 2100 0 2100 0.0520 2100 0 2100 0.0520 0.0000
[2] Central Government/
State Government(s)/
President of India
Sub Total (B)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000
[3] Non-Institutions
(a) Individuals
(i) Individual shareholders holding nominal share capital up to 1 lakh. 293374 712420 1005794 24.8959 285740 672775 958515 23.7256 -1.1703
(ii) Individual shareholders holding nominal share capital in excess of 1 lakh 117967 0 117967 2.9200 155325 0 155325 3.8447 0.9247
(b) NBFCs registered with RBI 0 0 0 0.0000 0 0 0 0.0000 0.0000
(d) Overseas 0 0 0 0.0000 0 0 0 0.0000 0.0000
Depositories(holding DRs)
e) figur (balancing
(e) Any Other (Specify)
Trusts 100 0 100 0.0025 100 0 100 0.0025 0.0000
Hindu Undivided Family 10630 0 10630 0.2631 26902 0 26902 0.6659 0.4028
Non Resident Indians 250 0 250 0.0062 810 0 810 0.0200 0.0138
(Non Repat)
Non Resident Indians 2451 0 2451 0.0607 2451 0 2451 0.0607 0.0000
(Repat)
Clearing Member 230 0 230 0.0057 100 0 100 0.0025 -0.0032
Bodies Corporate 22880 4300 27180 0.6728 16099 4300 20399 0.5049 -0.1679
Sub Total (B)(3) 447882 716720 1164602 28.8268 487527 677075 1164602 28.8268 0.0000
Total Public Shareholding(B)=(B) 449982 716720 1166702 28.8788 489627 677075 1166702 28.8788 0.0000
(1)+(B)(2)+(B)(3)
Total (A)+(B) 3323280 716720 4040000 100.0000 3362925 677075 4040000 100.0000 0.0000
(C) Non Promoter - Non
Public
(C1) Shares Underlying
DRs
[1] Custodian/DR Holder 0 0 0 0.0000 0 0 0 0.0000 0.0000
(C2) Shares Held By
Employee Trust
[2] EmployeeBenefit (under SEBI (Share based Employee Benefit) 0 0 0 0.0000 0 0 0 0.0000 0.0000
Regulations, 2014)
Total (A)+(B)+(C) 3323280 716720 4040000 100.0000 3362925 677075 4040000 100.0000

(ii) Shareholding of promoter:

Shareholders Name

Shareholding at the beginning of the year - 2019

Shareholding at the end of the year - 2020

No.of Shares Held % of total Shares of the company % of Shares Pledged /encumbered to total shares No.of Shares Held % of total Shares of the company % of Shares Pledged/ encumbered to total shares % change in shares holding during the year
Tikmani Rajendra 999576 24.7420 0.0000 999576 24.7420 0.0000 0.0000
Hemraj
Vimaladevi R Tikmani 872922 21.6070 0.0000 872922 21.6070 0.0000 0.0000
Rishi Tikmani 561200 13.8911 0.0000 561200 13.8911 0.0000 0.0000
Pooja Tikmani 439600 10.8812 0.0000 439600 10.8812 0.0000 0.0000
Total 2873298 71.1212 0.0000 2873298 71.1212 0.0000 0.0000

(iii) Change in Promoters Shareholding (Please specify, if there is no change)

Sr No. Name & Type of Transaction

Shareholding at the beginning of the year

Transactions during the year

Cumulative Shareholding at the end of the year

No.of Shares Held % of Total Shares of The Company Date of Transaction No. of Shares No. of Shares Held % of Total Shares Of The Company
1 Tikmani Rajendra Hemraj 999576 24.7420 999576 24.7420
At The End Of The Year 999576
2 Vimaladevi R Tikmani 872922 21.6070 872922 21.6070
At The End Of The Year 872922
3 Rishi Tikmani 561200 13.8911 561200 13.8911
At The End Of The Year 561200
4 Pooja Tikmani 439600 10.8812 439600 10.8812
At The End Of The Year 439600

Note:

1. Paid up Share Capital of the Company (Face Value Rs. 10.00) at the end of the year is 4040000 Shares.

2. The details of holding has been clubbed based on PAN.

3. % of total Shares of the Company is based on the paid up Capital of the Company at the end of the Year.

(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDER (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS ANDADRS)

Sr No. Name & Type of Transaction

Shareholding at the beginning of the year - 2019

Transactions during the year

Cumulative Shareholding at the end of the year - 2020

No.of Shares Held % Of Total Shares Of The Company Date Of Transaction No. Of Shares No Of Shares Held % Of Total Shares Of The Company
1 SAROJ JUGAL MAHESHWARI 51500 1.2748 51500 1.2748
AT THE END OF THE YEAR 51500 1.2748
2 SANJAYKUMAR SARAWAGI 40419 1.0005 40419 1.0005
AT THE END OF THE YEAR 40419 1.0005
3 MOHIT KAILASHCHANDRA 2545 0.0630 2545 0.0630
AGRAWAL
Transfer 17 May 2019 22800 25345 0.6274
Transfer 08 Nov 2019 145 25490 0.6309
Transfer 15 Nov 2019 (145) 25345 0.6274
Transfer 20 Dec 2019 (145) 25200 0.6238
Transfer 17 Jan 2020 145 25345 0.6274
AT THE END OF THE YEAR 25345 0.6274
4 GHANSHYAMBHAI VISHNUBHAI 0 0.0000 0 0.0000
PATEL HUF
Transfer 10 May 2019 10 10 0.0002
Transfer 17 May 2019 (3) 7 0.0002
Transfer 24 May 2019 (1) 6 0.0001
Transfer 21 Jun 2019 200 206 0.0051
Transfer 05 Jul 2019 400 606 0.0150
Transfer 19 Jul 2019 345 951 0.0235
Transfer 16 Aug 2019 321 1272 0.0315
Transfer 23 Aug 2019 751 2023 0.0501
Transfer 30 Aug 2019 200 2223 0.0550
Transfer 06 Sep 2019 (1) 2222 0.0550
Transfer 20 Sep 2019 400 2622 0.0649
Transfer 27 Sep 2019 173 2795 0.0692
Transfer 30 Sep 2019 25 2820 0.0698
Transfer 04 Oct 2019 25 2845 0.0704
Transfer 11 Oct 2019 224 3069 0.0760
Transfer 18 Oct 2019 444 3513 0.0870
Transfer 25 Oct 2019 14 3527 0.0873
Transfer 01 Nov 2019 202 3729 0.0923
Transfer 08 Nov 2019 179 3908 0.0967
Transfer 15 Nov 2019 621 4529 0.1121
Transfer 22 Nov 2019 2 4531 0.1122
Transfer 29 Nov 2019 782 5313 0.1315
Transfer 06 Dec 2019 345 5658 0.1400
Transfer 20 Dec 2019 3143 8801 0.2178
Transfer 31 Dec 2019 957 9758 0.2415
Transfer 03 Jan 2020 5 9763 0.2417
Transfer 10 Jan 2020 1000 10763 0.2664
Transfer 17 Jan 2020 500 11263 0.2788
Transfer 24 Jan 2020 4029 15292 0.3785
Transfer 28 Feb 2020 2 15294 0.3786
Transfer 06 Mar 2020 449 15743 0.3897
AT THE END OF THE YEAR 15743 0.3897
5 PRITTY DEVI SARAWAGI 14566 0.3605 14566 0.3605
Transfer 27 Mar 2020 13 14579 0.3609
AT THE END OF THE YEAR 14579 0.3609
6 GHANSHYAMBHAI VISHNUBHAI 4497 0.1113 4497 0.1113
PATEL
Transfer 05 Apr 2019 25 4522 0.1119
Transfer 12 Apr 2019 312 4834 0.1197
Transfer 19 Apr 2019 299 5133 0.1271
Transfer 26 Apr 2019 850 5983 0.1481
Transfer 03 May 2019 268 6251 0.1547
Transfer 10 May 2019 345 6596 0.1633
Transfer 24 May 2019 627 7223 0.1788
Transfer 31 May 2019 2895 10118 0.2504
Transfer 07 Jun 2019 200 10318 0.2554
Transfer 14 Jun 2019 49 10367 0.2566
Transfer 21 Jun 2019 1133 11500 0.2847
Transfer 30 Sep 2019 (1) 11499 0.2846
Transfer 04 Oct 2019 (1) 11498 0.2846
Transfer 31 Jan 2020 502 12000 0.2970
AT THE END OF THE YEAR 12000 0.2970
7 KARTHIK SUBRAMANIAM 11482 0.2842 11482 0.2842
AT THE END OF THE YEAR 11482 0.2842
8 SANGITAKUMARI S AGARWAL 10000 0.2475 10000 0.2475
AT THE END OF THE YEAR 10000 0.2475
9 SHAMROCK SECURITIES PVT. LTD. 9113 0.2256 9113 0.2256
Transfer 08 Nov 2019 (1) 9112 0.2255
Transfer 27 Mar 2020 (10) 9102 0.2253
AT THE END OF THE YEAR 9102 0.2253
10 UMA SUBRAMANIAM 6764 0.1674 6764 0.1674
AT THE END OF THE YEAR 6764 0.1674
11 FOURTH AXIS ADVISORS LLP 9962 0.2466 9962 0.2466
Transfer 24 Jan 2020 (4760) 5202 0.1288
AT THE END OF THE YEAR 5202 0.1288
12 SUNDARLAL AGARWAL 10000 0.2475 10000 0.2475
Transfer 15 May 2019 (10000) 0 0.0000
AT THE END OF THE YEAR 0 0.0000
13 USHARANI R AGARWAL 10000 0.2475 10000 0.2475
Transfer 15 May 2019 (10000) 0 0.0000
AT THE END OF THE YEAR 0 0.0000

(v) Shareholding of Directors and Key ManagerialPersonnel

Name of the Director / KMP

Shareholding at the beginning of the year

Cumulative shareholding at the end of the year

No. of shares % of total shares of The company No. of shares % of total shares of The company
1. Rishi Tikmani
At the beginning of the year 561200 13.89 561200 13.89
At the end of the year 561200 13.89
2. PoojaTikmani
At the beginning of the year 439600 10.88 439600 10.88
At the end of the year - - 439600 10.88
3. Shyam Sunder Tibrewal
At the beginning of the year - - - -
At the end of the year - -
4. Indermal Nahta
At the beginning of the year - - - -
At the end of the year - -
5. Sanjeev Sharma
At the beginning of the year 400 0.00 400 0.00
At the end of the year 400 0.00
6. Ayush Kedia
At the beginning of the year 10 0 10 0
At the end of the year 10 0
7. Hansraj Sekhani
At the beginning of the year - - - -
At the end of the year - -
8. Himadri Trivedi
At the beginning of the year - - - -
At the end of the year - -
9. Sejal M. Kanabi
(Resigned w.e.f. 08.05.2019)
At the beginning of the year - - - -
At the end of the year - -

5. INDEBTEDNESS

Indebtedness of the Company including interest Outstanding/Accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1033,49,952 637,55,220 - 16,71,05,173
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1033,49,952 637,55,220 - 16,71,05,173
Change in Indebtedness during the financial year
Addition 349,38,907 - 349,38,907
Reduction (628,54,359) - (628,54,359)
Net Change (628,54,359) 349,38,907 - (279,15,452)
Indebtedness at the end of the financial year - - - -
i) Principal Amount 404,95,593 986,94,127 - 13,91,89,721
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 404,95,593 986,94,127 - 13,91,89,721

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl. No. Particulars of Remuneration Rishi Tikmani (WTD) Pooja Tikmani (ED) Total Amount
1. a. Salary as per provisions contained in section 17(1) of the 54,00,000 54,00,000 1,08,00,000
Income Tax Act,1961
b.. Value of perquisites u/s 17(2) of the Income Tax Act,1961
c. Profits in lies of Salary under Section 17(3) of the Income
Tax Act,1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission- as % of profit- others (specify)-
5. Others, please specify - - -
Total (A) 54,00,000 54,00,000 1,08,00,000
Ceiling as per the Act

B. Remuneration to other directors:

Name of the Director

Sl No.. Particulars of Remuneration Shyam Sundar Tibrewal (Resigned w.e.f. 12.11.2019) Indermal Nahta Sanjeev Sharma Ayush Kedia (Appointed w.e.f. 09.11.2019) Total Amount
1. Independent Directors
a. Fee for attending board / committee meetings - - - -
b. Commission - - - -
c. Others, please specify - - - -
Total(1) - - - -
2. Other Non-Executive Directors
a. Fee for attending board / committee meetings - - - -
b. Commission - - - -
c. Others, please specify - - - -
Total (2) - - - -
Total (B)=(1+2) - - - -
Total Managerial Remuneration 1,08,00,000
Overall Ceiling as per the Act

As per Section (ii) of Part (ii) of Schedule V.

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

Key Managerial Personnel

TOTAL
Sl. No. Particulars of Remuneration Himadri Trivedi Company Secretary Hansraj Shekhani Chief Financial Officer
1 a. Salary as per provisions contained in section 17(1) of the 2,06,419 4,55,000 6,61,419
Income Tax Act,1961
b. Value of perquisites u/s 17(2) of the Income Tax Act,1961
c. Profits in lies of Salary under Section 17(3) of the Income Tax Act,1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - -
other -as%ofprofit
5 OTHERS, PLEASE SPECIFY - - -
Total 2,06,419 4,55,000 6,61,419

7. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

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

Details pertaining to Remuneration as required under section 197 (12) of the Companies Act, 2013 Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. a) The percentage increase in remuneration of each year 2019-20, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20, and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are asunder:

Sr. No: Name of Director/ KMP Designation Remuneration of Director for the financial year 2018-19 (in Rs.) Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. Mr. Rishi Tikmani Whole time Director 54,00,000 35.07 Profit before tax decreased by 7.51% and Profit after tax decreased by 1.07 % in financial year 2019-20.
2. Ms. Pooja Tikmani Executive Director 54,00,000 35.07
3. Ms. Himadri R. Trivedi Company Secretary 2,06,419 1.34
4. Mr. Hansraj Sekhani CFO 4,55,000 2.95

b) The median remuneration of employees of the Company during the financial year was Rs. 153994/-c) There was increase between 5% to 10% in the salaries of the employee. d) There were 51 permanent employees on the rolls of Company as on March 31, 2020.

ANNEXURE D TO THE DIRECTORS REPORT

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:-

Your company gives priority to Energy conservation. It regularly reviews measures to be taken for Energy Conservation/ Consumption and its effective utilization.

(b) Total energy consumption and energy consumption per unit of production:

(I) POWER & FUEL CONSUMPTION 2019-20 2018-19
1 ELECTRICITY
(a) Purchased
Unit 1181439 1283515
Total Amount (Rs.) 9602719 9005577
Rate / Unit (Rs.) 8.13 7.02
(b) Own Generation
Through Diesel Generation(Units) 25300 21100
No. of Unit Per Ltr. of Diesel Oil 1.34 1.13
Average Rate / Unit (Rs.) 52.37 64.16
2 OTHERS
a. Diesel/(Qty(KL) 18945 18660
b. Total Amount(Rs.) 1324923 1353713
c. Average Rate(Rs.) 69.94 72.55
a. Fire Wood(Kg) 2139190 2052410
b. Total Amount(Rs.) 9818057 8156834
c. Average Rate(Rs.) 4.59 3.97
a. Coal (Qty MT) 13665 10179.95
b. Total Amount(Rs.) 35993886 27441235
c. Average Rate / Unit(Rs.) 2634.02 2695.62

B. TECHNOLOGY ABSORPTION

(I) Research and Development (R & D):

Continuous efforts are made for quality improvement. In house research and development work is carried out by the Company. No significant expenditure is incurred.

(II) Technology absorption, adaptation:

There is no change in technology.

C. Foreign Exchange Earning and Outgo :

Particulars 2019-20 2018-19
Total Foreign Exchange earnings 429326144 419703123
Total Foreign Exchange used 133918600 170542273
Expenditure in Foreign Currency 48232 73180

By Order of the Board of Directors

Indermal Nahta

Chairman (DIN: 03565091)

Place: Ahmedabad Date: 12/08/2020