CLIO Infotech Ltd Directors Report.

For the Financial Year Ended on 31st March, 2019

Dear Shareholders,

Your Directors have great pleasure in presenting the 27th Annual Report together with the Audited Balance Sheet as at 31st March, 2019 and Profit & Loss Account for the year ended on that date.

FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Companys performance during the year ended 31st March, 2019 as compared to the previous financial year, is summarized below:

(Rs. In Lacs)

Particular For the financial year ended 31st March, 2019 For the financial year ended 31st March, 2018
Revenue from operation 8.24 6.41
Other income -- 9.73
Total Income 8.24 16.14
Less: Expenses 27.71 33.43
Profit/ (Loss) before tax (19.48) (17.28)
Less: Provision for tax/Deferred Tax 0.04 0.11
Income Tax & Tax of years w/off -- 2.10
Profit / (Loss) after Tax (19.51) (19.49)
Other comprehensive (loss)/income for the year (0.18) --
Total comprehensive income for the year (19.69) (19.49)
No. of Equity Shares 11010950 11010950
EPS (0.18) (0.18)

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 8.24 lakhs (previous year Rs. 16.14 lakhs) down by 48.95%. During the year the Company had a net loss of Rs. 19.69 lakhs (previous year net loss of Rs. 19.49 lakhs).

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2018-19 and Company Share Capital as on 31.03.2019 stood at Rs. 110,109,500/-.

DIVIDEND:

In order to conserve the resources for future business requirements and in view of losses made, your Directors do not recommend dividend for the year under review.

TRANSFER TO RESERVES:

During the year under review, the company has not transferred any amount to the reserves.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure - I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Suresh Bafna (DIN: 01569163), Director of the Company, liable to retire by rotation, will be retiring at the ensuing Annual General Meeting. He is eligible for reappointment at the ensuing Annual General Meeting and has offered himself for re-appointment.

Additional Information on directors recommended for appointment/re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 at ensuing Annual General Meeting are given in the Notice convening 27th Annual General Meeting.

Further to the above the Company has appointed Ms. Kinjal Ashok Ghone as Chief Financial Officer and Mr. Devendra Sanghvi as a Non Executive Independent Director w.e.f. 01st September, 2018. Also, Mr. Deepak Doshi, Non Executive Independent Director and Ms. Krupa Gandhi, Company Secretary has resigned w.e.f. 01st September, 2018 and 16th February, 2019 respectively.

The Company has formulated code of conduct on appointment of directors and senior management. This code of conduct can be accessed on the website of the Company at the link www.clioinfotech.com/Final/ Code%20of%20Conduct%20for%20Director%20and%20Senior%20Management.pdf

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and business strategies. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in the registered office of the Company. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting.

The Board met 5(five) times i.e 30th May 2018, 13th August 2018, 1st September 2018, 13th November 2018 and 13th February 2019, during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committees effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the nomination and remuneration committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committees of the Company. The Board has devised questionnaire to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under subsection (7) of Section 149 of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and explanations received by the Board, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 of the loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015. The composition of the Audit Committee is given

in Report on Corporate Governance, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process.

VIGIL MECHANISH / WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2018-2019, no employee or director was denied access to the Audit Committee. www.clioinfotech.com/Final/WHISTLE%20BLOWER%20POLICY.pdf

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

www.clioinfotech.com/Final/criteria%20of%20making%20payment%20to%20%20non-executive%20directors.pdf

All Related Policy Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. Further disclosure of transactions with related parties is set out as part of the financial statements.

The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the website of the Company at the link http://www.clioinfotech.com/Final/ related%20party%20transaction%20policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 forms part of Notes to the Financial Statements provided in this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

Your Companys approach on Corporate Governance has been detailed out in the Corporate Governance Report. Your Company has deployed the principles enunciated therein to ensure adequacy of Internal Financial Controls with reference to the financial statements. Your Board has also reviewed the internal processes, systems and the internal financial controls and the Directors Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls.

With a view to ensure and review the effectiveness and implementation of the systems and operations, the Audit Committee regularly reviews them. The Internal Auditors and Statutory Auditors regularly attend Audit Committee meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee is briefed about the corrective actions taken by the management on the audit observations. The Audit scope is regularly reviewed by the Audit Committee for enhancement/ modification of scope and coverage of specific areas.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2018-2019 to the said Stock Exchange.

CORPORATE GOVERNANCE:

Corporate Governance is about maximizing shareholders value legally, ethically and sustainability. At Clio Infotech Limited, the goal of Corporate Governance is to ensure fairness for every stakeholder. We believe Corporate Governance is critical to enhance and retain investor trust. Our Board exercises its judiciary responsibilities in the widest sense ofthe term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. As per regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separatesection on corporate governance practices followed by your Company, together with a certificate on compliance with corporate governance norms under the Listing Regulations and forms part of this Annual Report as Annexure -II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 theManagement Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report as Annexure -III.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014, details of the ratio of remuneration of each Director to the median employees remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS:

The term of office of M/s. Kriplani Milani & Co, statutory auditors of the Company will expire with the conclusion of 27th Annual General Meeting of the Company. The Board of Directors of the Company have, subject to approval of the Members on recommendation of the Audit Committee recommended for the reappointment of M/s. Kriplani Milani & Co., Chartered Accountants, Mumbai (having FRN: 130461W) as the Statutory Auditors at the ensuing Annual General Meeting for a period of five years i.e. to hold office from the conclusion of this Annual General Meeting of the Company till the conclusion of thirty second Annual General Meeting of the Company to be held in the year 2024.

A resolution proposing reappointment of M/s. Kriplani Milani & Co., Chartered Accountants, as Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

INTERNAL AUDITOR:

The Company has appointed M/s. Dhruvaprakash & Co, Chartered Accountants (FRN.: 117674W) as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. VKM & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2019 is enclosed as Annexure- V to this Report.

There are qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report which is stated below:

Secretarial Auditors Remarks: . Mr. Deepak Doshi (DIN: 00677220) was not resigned immediately as a disqualified director but resigned in September 2018 after attending meetings.

Management Comment: With respect to the Remark(s)/Observations or disclaimer made by the Secretarial Auditors in their Report, we hereby state that the Company was in search of appointing a suitable candidate for the post of Director. Further the new director i.e. Mr. Devendra Sanghvi was appointed in his place w.e.f September, 2018.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or Joint Venture Company.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints filed during the financial year: Nil

b) Number of complaints disposed off during the financial year: Nil

c) Number of cases pending as on end of the financial year: Nil www.clioinfotech.com/Final/SEXUAL%20HARRASMENT%20POLICY.pdf

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

PARTICULARS OF CONSERVATION OF ENERGY. TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (accounts) rules, 2014, details regarding the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March, 2019 Year ended 31st March, 2018
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board also places on record its appreciation for the continued cooperation and support received by your Company during the year from investors, bankers, financial institutions, customers, business partners, all regulatory and government authorities and other stakeholders.

By Order of the Board For Clio Infotech Limited

Suresh Bafna Chairman

DIN: 01569163

Date: 03rd September, 2019

Place: Mumbai

Annexure-1

MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2019

[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:

CIN L65990MH1992PLC067450
Registration Date 26/06/1992
Name of the Company Clio Infotech Limited
Category / Sub-Category of the Company Public Company / Limited by shares
Address of the Registered office and contact details 901-902, Atlanta Center, Opp. Udyog Bhavan, Sonawala Lane, Goregaon (E), Mumbai: 400063.
Whether listed company Yes
Name, Address and Contact

details of Registrar and Transfer Agent, if any:

Skyline Financial Services Private Limited

D-153 A, 1st Floor, Okhla Industrial Area,

Phase- I, New Delhi - 110 020

Tel: 011-64732681-88

Fax: 011-26812682

Email: virenr@skylinerta.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: NOT APPLICABLE

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

Sl. No. Name and Description of main products/ Services NIC Code of the Product/ service % to total

turnover of the company

1 Other business activities 64199 100%

III. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the Company CIN / GLN Holding / subsidiary / associate % of shares held Applicable section
N.A. N.A. N.A. N.A. N.A.

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

i. Category-wise Share Holding:

A) Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

S. No Category of Shareholders Demat Physical Total % of Total Demat Physi

cal

Total % of Total %

Change

during

A Promoters
1 Indian
a) Individual Huf 762406 200 762606 6.93 762606 0 762606 6.93 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Government 0 0 0 0 0 0 0 0 0
d) Bodies Corporate 0 0 0 0 0 0 0 0 0
e) Banks/FI 0 0 0 0 0 0 0 0 0
f) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(1) 762406 200 762606 6.93 762606 0 762606 6.93 0
2 Foreign
a) NRI Individuals 0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corporate 0 0 0 0 0 0 0 0 0
d) Banks /FI 0 0 0 0 0 0 0 0 0
e) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoters[A]=(A1)+ (A2) 762406 200 762606 6.93 762606 0 762606 6.93 0
B Public Shareholding
1 Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks/FI 0 0 0 0 0 0 0 0 0
c) Central Government 0 0 0 0 0 0 0 0 0
d) State Government 0 0 0 0 0 0 0 0 0
e) Venture Capital Fund 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Fund 0 0 0 0 0 0 0 0 0
i) Any Other 0 0 0 0 0 0 0 0 0
i) Any Other Foreign 0 0 0 0 0 0 0 0 0
Sub-Total (B)(1) 0 0 0 0 0 0 0 0 0
2 Non-Institutions
a) Bodies Corporate
1) Indian 189550C 12500 1908000 17.33 1867511 12500 1880011 17.07 -0.26
2) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
1) Individual shares holders having nominal share capital upto Rs. 1,00,000 3696066 1053706 4749774 43.14 3761687 1013506 4775193 43.37 0.23
2) Individual Shareholders Holding Nominal Share Captial Above Rs. 1 Lai 3003451 85600 3089051 28.05 3003347 85600 3088947 28.05 0
c) Others
a) HUF 461406 400 461808 4.19 463508 400 463908 4.21 0.02
b) Non Resident Indian 39711 0 39711 0.36 39911 0 39911 0.36 0
c) Foreign National 0 0 0 0 0 0 0 0 0
d) Clearing Members 0 0 0 0 374 0 374 0 0
e) Trust 0 0 0 0 0 0 0 0 0
e) Foreing Bodies-DR 0 0 0 0 0 0 0 0 0
f) NBFC Registered With RBI 0 0 0 0 0 0 0 0 0

 

G) Unclaimed shares (IEPF) 0 0 0 0 0 0 0 0 0
H) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (B)(2) 9096138 1152206 10248344 93.07 9136338 1112006 10248344 93.06 -0.01
Total Public Shareholding (B)=(B1) +(B2) 9096138 1152206 10248344 93.07 9136338 1112006 10248344 93.06 -0.01
C) Shares Held By Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total 9858544 1152406 11010950 100 9898944 1112006 11010950 100 0

ii. SHAREHOLDING OF PROMOTERS:

Shareholders Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares % of total Shares of the

Company

% of hares Pledged/ encumbered to total shares No. of Shares % of total Shares of the

Company

% of hares Pledged/ encumbered to total shares %

change in share holding during the year

1. Suresh Bafna 239555 2.18 0.00 239555 2.18 0.00 0.00
2. Manju. S. Bafna 405797 3.69 0.00 405797 3.69 0.00 0.00
3. Ashok D. Bafna 117254 1.06 0.00 117254 1.06 0.00 0.00
TOTAL 762606 6.93 0.00 762606 6.93 0.00 0.00

iii. CHANGE IN PROMOTERS SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE):

Name of Promoter

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
1 Suresh Bafna
At the beginning of the year 239555 2.18 239555 2.18
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 239555 2.18 239555 2.18
2 Manju. S. Bafna
At the beginning of the year 405797 3.69 405797 3.69
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 405797 3.69 405797 3.69
3 Ashok D.Bafna
At the beginning of the year 117254 1.06 117254 1.06
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 117254 1.06 117254 1.06

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

Name of Shareholder

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
1 Majestic Holdings & Fininvest Pvt Ltd
At the beginning of the year 1553607 14.11 1553607 14.11
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 1553607 14.11 1553607 14.11
2 Meena Lalitkumar Shah
At the beginning of the year 282100 2.56 282100 2.56
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 282100 2.56 282100 2.56
3 Parasmal Budhmal Modi
At the beginning of the year 263447 2.39 263447 2.39
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 263447 2.39 263447 2.39
4 Hiren Chandrakant Chag
At the beginning of the year 237585 2.16 237585 2.16
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 237585 2.16 237585 2.16
5 Bharat Pannalal Sheth
At the beginning of the year 167500 1.52 167500 1.52
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 167500 1.52 167500 1.52
6 Ramesh Kumar Haran
At the beginning of the year 147500 1.34 147500 1.34
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 147500 1.34 147500 1.34
7 Vishal Kantilal Jain
At the beginning of the year 130151 1.18 130151 1.18
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 130151 1.18 130151 1.18
8 Primore Solutions Private Limited
At the beginning of the year 123654 1.12 123654 1.12
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 123654 1.12 123654 1.12
9 Dorothy Nicholas Dsouza
At the beginning of the year 110500 1.00 110500 1.00
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 110500 1.00 110500 1.00
10 Deepak Meghrajji Doshi
At the beginning of the year 100444 0.91 100444 0.91
Increase/ Decrease during the year 0 0.00 0 0.00
At the End of the year 100444 0.91 100444 0.91

vi. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For each of the Directors and KMP No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Suresh Bafna
At the beginning of the year 239555 2.18 239555 2.18
Increase / Decrease in Share 0 0.00 0 0.00
At the End of the year 239555 2.18 239555 2.18

II INDEBTEDNESS:

Indebtedness of the Company including interest outstanding / accrued but not due for payment relating to Secured Loans, Unsecured Loans and / or Deposits: NIL

III REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: NOT APPLICABLE

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

B. Remuneration To Other Directors: NIL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Particulars of Remuneration

Key Managerial Personnel

CEO Company

Secretary

CFO Total
1 Gross salary - Rs. 2,61,986/- Rs. 3,75,400/- Rs. 6,37,386/-
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 _ - - -
(c) Profits 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 - Rs. 2,61,986/- Rs. 3,75,500/- Rs. 6,37,386/-

IV PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL