DHP India Ltd Directors Report.

DHP INDIA LIMITED

TO THE MEMBERS

Your Directors are pleased to present the Companys Twenty-Ninth Annual Report and Companys Standalone Audited Financial Statement of Accounts for the Financial Year ended 3 1st March, 2020.

COVID-19 PANDEMIC EFFECT:

In view of the lock-down declared across the country by the Central / State Government due to COY ID-19 pandemic during second half of March 2020, the Companys operations were adversely impacted. The operations have since resumed in a phased manner frorn May 2020 in accordance with the guidelines issued by relevant regu latory authorities with regard to adhering of social distancing and following prescribed hygiene standards. The Company continues to comply with such guidelines from time to time.

T he Company has sufficient liquidity / financing arrangements for the continuity of business operations. The Company is confident of its ability to service the debt / financing arrangements. The lock-down due to COVID-19 is continuing with certain relaxation and Company is continuing its operations with existing demand. The Company has assessed the potential impact ofCOVID-19 based on the current circumstances and expects no significant impact on the continuity of operations of the business on long-term basis. The Company does not have any material risk o f non-fulfilment of obligations by any party arising out of existing contracts/ arrangements.

FINANCIAL HIGHLIGHTS :

The Boards Report shall prepared based on the standalone financial statements o f the Company for the year ended March 3 1, 2020 is s ummarized below:- (Rs. in Lacs)

Year ended Year ended
Pa rticu la rs 31.03.2020 3 1.03.2019
Revenue from Operations (net) 5553.01 67 14.85
Other Income 368.55 52.07
Total Revenue including Other Comprehensive Income 5921 .56 6766.92
Profit Before Finance Cost, Depreciation & Tax 1662.64 1833.04
Less : Finance Cost (-) 19.88 (-) 16. 16
Less : Depreciation (-) 175.38 (-) 134.46
Profit Before Tax {am/ pro/it before exceptio11a/ and extraordinary items} 1467.38 1682.42
l ess: xceptio11a/ Items (Net of Tax) Provision for dimu11atio11 in value of Investment i11 Mutual Fund due to COVID-19 pandemic as exceptio11al items (-)

832.35

Profit Before Tax {and profit after exceptional items} 635.03 1682.42
Less : Provision fo r Taxation (inclusive of adjustment of deferred lax asset) (-) 325.90 (-) 471.47
Profit After Tax for the year of Continuing and Total Operation 309.13 1210.95
Other Comprehensive (Loss)/ lncome {Net of Taxes} (-) 461.98 78.23
Total Comprehensive (Loss)/ Income for the period (-) 152.85 1289.18
Add : Transferred from General Reserve 243.00
Add : Profit brought forward from previous year 0.45 1.69
Profit Available for Appropriation 90.60 1290.87
Appropriations
Dividend Declared (-) 75.00 H 75.00
Tax payment of Declared Dividend (-) 15.42 (-) 15.42
Transfer to General Reserve {-) 1200.00
Surplus Carried to Balance Sheet 0.18 0.45
Net Worth (Capital employed at the year end - Rs. in Lakh) 6852.)8 7095.45
Book Value of Shares at the vear end (Amount in Rs.) 228.41 236.5 1
Earning per Share (Amount in Rs.) 10.30 40.36

DIVIDEND

Your Directors have recommended a dividend of Rs.2.50 per Equity Share (Previous year of Rs. 2.50 per Equity Shares) for the financial year ended March 31, 2020, i.e. @25% of total paid-up equity share capital. The above dividend will be payable out of current years profit of the Company. The dividend, if approved by the shareholders, will entail an out-flow of Rs.75.00 lacs and this is subject to tax deducted at source.

TRANSFER OF RESERVES

Due to COVID-19 pandemic effect, the Exceptional Items Loss shown in Statement of Profit and Loss Account and or Other Comprehensive Loss also shown in Statement of profit and Loss Account. The Company transfer Rs.243.00 lacs from its General Reserve to Accumulated profit and Loss Account to meet the statutory obligations. The Other Equity i.e. Reserves & Surplus thereafter will stand as on March 3 1, 2020 at Rs.6552.18 lacs at a Book value of Rs. 228.41 per Equity Share.

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

Due to COVID-19 effect, the production, sales and other operation of March 2020 (last month of financial year) effected. Similarly the market sudden fall as on March 31, 2020 and the value of dimunation in value of Investment also accounted for as Exceptional Items as well as Other Comprehensive Loss in Statement of Profit and Loss as per statutory requirement. The total revenue during the year was decreased to the extent of 12.49% in comparison with its previous year, similarly the profit before tax during the year was decreased to 62.25% in comparison w ith its previous year and profit after tax during the year was decreased to 74.47% in comparison with its previous year. This comparison is not comparable due to a short-term COVID- 19 pandemic arises. Your Directors continue to be of the opinion that high quality of products and innovations in products as well as improvement in technology along with cost cutting efforts will help your company to face this competition. The company is expected to continue to do well and improve further in the coming years.

DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD a) Present Key Managerial Personnel.

The following are Key Managerial Personnel of the Company:-

1. Mr. Asheesh Dabriwal (DIN : 00044783) : Managing Director & Chief Executive Officer of the Company; 2. Mr. Janak Bhardwaj (DIN : 0004764 1) : Executive Director & Chief Operating Officer of the Company;

3. Mr. Ashok Kumar Singh : Chief Financial Officer of the Company; ahd

4. Ms. Suruchi Tiwari : Compahy Secretary & Compliance Officer of the Company.

b) Committee of the Boarc.J.

The Board of Directors have the following Committees : I . Audit Committee;

2. Nomination and Remuneration Committee;

3. Shareholders/ Investor Grievance Committee (Stakeholders; Relationship Committee); and

4. Corporate Social Responsibility Committee.

The details of the Committee along with their composition, number of meetings and attendance at the meeting are provided ih the Corporate Governance Report.

c) Changes in Directors anc.J Key Managerial Personnel.

There are no changes recorded in Directors and Key Managerial Personnel during the fihancial year ended 31st March. 2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD

d) Proposed Changes in Directors and Key Managerial Personnel seeking approval of ensuing AGM

Mr. Janak Bhardwaj (DlN-0004 7641), a Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting a nd being eligible have offered himself for re-appointment and the same proposed in notice.

Mr. Surajit Raha (DIN-070 19436), a Independent Director of the Company, retire on September 27, 2020, and seeking re-appointment for a further terms of approximate tive(5) years from September 28, 2020 to March 3 1, 2025. The Board proposed for re-appointment of Mr. Surajit Raha (DfN-0701 9436), as Independent Director o f the Company for a further period of approximate five (5) years from September 28, 2020 to March 3 1, 2025 atid seeking approval o f members at the ensuing Annual General Meeting and the same proposed in notice.

e) Declaration by an Independent Directors :

The Company has received dec)aration from al l the Independent Directors (Non-Rotational) of the Company, confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 201 3.

f) Formal Annual Evaluation :

The Company has devised a Policy for perfonnance evaluation of Independent Directors, Board, Committees and Other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive di rectors. The Remuneration paid to Directors & Other Key Managerial Personnel are evaluated by che "Nomination and Remuneration Committee" of the Company o n yearly basis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD g) Number of meetings of the Board of Directors : Five meetings of the Board of Directors were held during the financial year 2019-20 i.e. year ended March 31, 2020. For further details. please refer report on Corporate Governance of this Annual Report.

h) Policy of Directors Appointment and Remuneration :

The current policy is to have an appropriate mix o f executive and independent directors to maintajn the independence of the Board, and separate its functions of governance and management. As on March 31 , 2020, the Board consist of 6 members, one of whom is non-rotational executive director, one of whom is executive (liable to retire by rotation). one of whom is woman (liable to retire by rotation) and rest three are independent (non-rotational). The Board periodically evaluates the need for change in its composition and size.

The Company s policy on d irectors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 20 13 has been disclosed in the Corporate Governance Report, which forms part of the directors report.

i) Familiarisation Programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

DIRECTORS RESPONSIBILITY ST A TEMENT

Pursuant to the requirement under Section I 34(3)(c) of the Companies Act. 20 l 3 read with Section 134(5) of the Companies Act. 20 13, with respect to Directors Responsibility Statement, it is hereby confirmed that; (i) in the preparation of the Annual Accounts for the financial year ended March 31. 2020 the applicable accounting standards read with requirements set out under Schedule II to the Companies Act, 2013, have been followed and there are no material departures from the same:

(ii) 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 as at March 3 1, 2020 and the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 3 l, 2020 on a going concern bas is.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance w ith the provisions of all applicable laws and that such systems are adequate and operating effectively.

MA TERJAL CHANGES & COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this Report, which aftect the financial position of the Company. There has been no change in the nature of business of the Company.

SIGNIFICANT CHANGES

There are no significant changes and commitments have occurred after the close of the year till the date of this Report. which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business. including adherence to the Companys policies. the safeguarding of its assets, the prevention and detection of frauds and en-ors. the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, wh ich forms part of this report. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chainnan of the Audit Committee of the Board o f D irector of the Company in appropriate or exceptional cases.

RISK MANAGEMENT

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its abi lity to achieve its strategic objectives. The Company evaluating the all risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks.

AUDITORS AND AUDITORS REPORT Statutory Auditors & their Statutory Audit Report

The Companys Statutory Auditors, M/s. Navin Nayar & Company, Chartered Accountants (Firm Registration No. 328951 E), were appointed as Statutory Auditors of the Company for a period of five (5) consecutives years from Financia l Year 2018-2019 to financial year 2022-23 (from April I, 20 18 to March 31, 2023) at the Annual General Meetings ("AGM") of the Members held on September 24, 2018 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on September 24, 20 I 8. Pursuant to the amendments made to section 139 of the Companies Act, 2013 by the Companies (Amendments) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the members of the appointment of the Statutory Auditors has been withdrawn from the statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

There is no audit qualification, reservation or adverse remark for the year under review. The opinion made in the Auditors Report to the Mem bers of the Company have been dealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in Notes No. 1 to 27. 15 of the Accounts. These are self explanatory and do not call for further comments.

Cost Auditors

The Board has appointed Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of M is. K. MAJUMDAR & ASSOCIATES. Cost Accountants for conducting Cost Audit for the Financial Year 2019-20 (Year ended March 31. 2020) and also appointed for next Financial Year 2020-21 (Year ended March 31, 202 1) as Cost Auditor, su bject to such approvals as may be applicable.

Secretarial Auditors & their Secretarial Audit Report

The Board has appointed Mr. Sushi) Tiwari, Practicing Companies Secretaries and Proprietor of M/s. SUSI-Ill TIWARI & ASSOCIATES, Companies Secretaries for conducting Secretarial Audit for the Financial Year 20 19-20 (Year ended March 31, 2020) and also appointed for next Financial Year 2020-21 (Year ended March 31. 2021) as Secretarial Auditor. The Secretarial Audit Report and the Secretarial Annual Compliance Report, both for the financial year ended March 31, 2020 is annexed in a separate report namely "Secretarial Audit Report" in Form No. "MR-3 and its Annexure-"A" and "Secretarial Annual Compliance Report". The Secretarial Audit Report and Secretarial Annual Compliance Report does not contai n any qualification, reservation or adverse remark.

l.nteroal Auditors

T he Board has appointed Internal Auditor Mr. Timir Baran Hazra, Chartered Accountants, a practicing Chartered Accountants and Member of the Institute of Chartered Accountants of India, for conducting Internal Audit for the Financial Year 2019-20 (Year ended March 31, 2020) and also appointed for next Financial Year 2020-2 I (Year ended March 31 , 2021) as Internal Auditor.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTlON AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation. technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013. read with rule 8(3) of the Companies (Accounts) Rules, 20 I 4 are given in a separate Annexure - "I" attached hereto and form part of the Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as of March 31, 2020 pursuant to the sub-section (3) of Section 92 of the Companies Act, 20 13. in Form No. MGT - 9 shall form part of the Boards Report given in a separate Annexure - " II" attached hereto and form part of the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company have already formed a new committee named Corporate & SociaJ Responsibility Committee and adopt a CSR policy to be undertaken by the Company, which has been approved by the Board. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in a separate Annexure - "III" attached hereto and form part of the Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities to all employees across the Company, based on merit and ability. The cultures of the Company ensure the aspects of work-life balance for employees, especially for woman and are suitably addressed. During the year, no complaints of sexual harassment were received.

AUDIT COMMITTEE

The Audit Committee comprises Non-Executive & Independent Directors namely Mr. Buddhadeb Basu (Chairman), Non-Executive & Independent Director namely Dr. Subrata Haldar & Non-Executive & Independent Director namely Mr. Surajit Raha as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE

The Nomination and Remuneration Committee comprises two Non-Executive Independent Director

namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha (Member) and one Non-Executive & Woman Director Mrs. Anjum Dhandhania (Member). All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive & Independent Director namely Mr. Buddhadeb Basu (Chairman). one Executive Director namely Mr. Asheesh Dabriwal (Member) and one Non-Executive & Independent Director namely Mr. Surajit Raha (Members). All the recommendations made by the Corporate & Social Responsibility Committee were accepted by the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year the Company have not paid any loans, guarantees or made any investments referred to Section 186 of the Companies Act. 20 13. T he particulars of other loans given, investments made for the purpose of its business activities are provided in the standalone financial statement (please refer to Note No. 6 & 9 to the Standalone Financial Statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms Jength basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, thus the disclosure in prescribed Form No. AOC - 2 is not required as per third provision of Section 188(1) of the Companies Act, 20 13. Your Dire.ctors draw attention of the members to Note No. 27.8 ofthe Standalone Financial Statement which sets out related party disclosures as per Ind AS - 24.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 20 I 3 read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 20 I 4 are provided in a separate Annexure - "IV" attached hereto and fonn part of the Report.

Particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule-s 5(2) and 5(3) of the _Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.

CORPORA TE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Regulation 15(2) and other relevant provisions of SE Bl (Listing Obligations and Disclosure Requirements) Regulations, 20 I 5 for the year ended 3 I si March, 2020, as forms part of the Annual Report and which has been set out in a separate report called "Corporate Governance Report annexed herewith. The requisite Certificate from the Statutory Auditors of the Company, Mis. NAV[N NAYAR & COMPANY, Chartered Accountants. confinning compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 & Regulation 15(2) of SEBf (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to th is Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 15(2) and other relevant provisions of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 3 1st March, 2020, is presented in a separate section fanning part of the Annual Report called as Management Discussion & Analysis Report" is annexed.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on The Calcutta Stock Exchange Ltd.("CSE"), Kolkata [Securities Code No. I 0014058) and Bombay Stock Exchange Ltd. (" BSE"), Mumbai [Securities Code No. 530306J and the Listing Fees for the Financial Year 2020-21 of BSE & CSE have already been paid.

DEPOSITORY SYSTEM

Trading in Equity Shares of your Company in the dematerialised form is compulsory for all the shareholders in terms of notification issued by the Securities and Exchange Board of India (SEBI). The Equity Shares of the Company have been activated both in Central Depositories Services (India) Limited (CDSL) and National Securities & Depository Limited (NSDL) and may be dematerialsed under the lSIN

- INE 590D 01016. Your Company has achieved a high level of dematerialized with about 98.99% of total number of Equity Shares being held in electronic mode with NSDL & CDSL. The custodian fees for the Financial Year 2020-21 have already been paid.

STATUTORY INFORMATION AND OTHER DISCLOSURES

The declaration requfred under regulation 26(3) of the Securities and Exchange Board of [ndia (Listing Obligation and Disclosure Requ irement) Regulations 2015, regarding "Code of Business Ethics,. of the Company issued by Chief Executive Officer-cum-Managing Director, is annexed and fonns are integral part of this Report.

The certificate required from a Company Secretary in Practice under sub-clause (i) of clause IO of Part C o f Schedule V of the Securities and Exchange Board of lndia (Listing Obligation and Disclosure Requirement) Regulations 20 15, regarding Directors and KMP are not debarred or disqualified from statutory authorities" of the Company issued by Company Secretary in Practice, is annexed and fonns are integral part of th is Report.

The Chief Executive Officer and Chief Financial Officer, joint certificate required under regulation I 7(8) o f the Securities and Exchange Board o f India (Listing Obligation and Disclosure Requirement) Regulations 20 15. regarding "CEO/CFO Certification of Financial Report" of the Company issued by Chief Executive Officer-cum-Mar:iaging Director and Chief Financial Officer, jointly, is annexed and fonns are integral part of this Report.

GENERAL

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on this items during the year under review : I) Details relating to deposits covered under Chapter V of the Companies Act, 20 13.

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

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the any Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the regulators or courts or tribunal which impact the going concern status and Company s operation in future.

ACKNOWLEDGEMENT

Your Directors would 1 ike to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

Place : Kolkata

Dated ; 30th day of June, 2020

For and on behalf of the Board of Oirectors ASHEESH DABRIWAL Managing Director & C.E.O.

(DIN - 00044783)

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN

AS ON FINANCIAL YEAR ENDED ON MARCH 31, 2020

{Pursuant to Section 92(3) t?{tlte Companies Act, 2013 and Rule 12(/) oft/re Companies (Management and Administration) Rules, 2014}

I. REGISTRATION & OTHER DETAILS:

1 CIN L65921WBl991PLC051555
2 RC1?istration Date 26-04-1991
3 Name of the Company DHP INDIA LIMITED
4 Category/Sub-Category of the Company Public Limited Company - Government Company Limited by Shares/ Indian Non
5 Address of the Registered Office and contact details I 0, Middleton Row, Kolkata - 700 071 Telephone : +9 1 (033) 2229-5735, Fax: +91 (033) 22 I 7-2751
Email : infol@dhoindia.com
6 Whether listed Company Yes I N-e
7 Name, Address & contact details of the Registrar & Transfer Niche Technologies Private Limited 3A, Auckland Place, 7oJi Floor, Room No. 7A & 7B, Kolkata-700017.
Agents, if any Telephone: +91 (033) 2280-6616, Fax: +91 (033) 2280-6619
Email : nichetechol<@nichetechol.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SI. No. Name and Description of main NIC Code of the product/service products/services % total
turnover the of Company
I Manufacturing of LPG Regulator, its Group : 281, Class : 2819 & Sub-class : parts and Accessories (including 28199 - Manufacturing of Other General articles of Brass used as accessories Purpose Machinery and parts of LPG Re!!ttlator) 100%

Ill. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:-

SI.No. Name and Address of the Company CIN /GLN Holding/Subsidiary/ Associates % of shares held Applicable Section
- ~ NIL --

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

 

(i) Category-wise Share Holding

No. of Shart,s h eld

• t the begin ning of the year

No. of Shares hvld at the end o f the year

I,

Category of Shareholders Oemat Physical Total lo of Total Shares Oemat Physical Total % of Total Shares

Change durl119 the year

A. PROMOTERS
(1) Indian
a) Individual / HUF 1827700 1827700 60.923 1827700 1827700 60,923
b) Central Government . . . . .
c) State Government . . . . . .
d) Bodies Corporate 403500 . 403500 13.450 403500 403500 13...450
e) Banks/ Financial In stitutions . . . . . . .
f) Anv Other - . - .
Sub-total (A)(l} 223UOO

.

2231200 74.373 2231200 . 2231200 74.373 .
(2) Foreign
a) NRls • Individuals . - . . . - . .
b) Other lndtv,duals . . .
c) Bodies Corp orate . . . . .
d) Banks/ Financial Institut ions . . . .
e) An~ Other . . . . . .
Sub-total (A)(2) . . - - . . . .
Total Shareholding of Promoter (A) -= 2231200 2231200 74.373 2231200 2231200 74.373 -
(A}(l)+(A}(2)
8. PUBLIC SHAREHOLDING
(I) lnstltutions
a) M utual Funjs . . .
b) Banks/ Financial Institutions . . . -
c) Central Governmenis . . -
d) State Governments . - . . . .
el Venture Capital Funds . .
f) Insurance Companies . . . .
g) Foreign Institutional lrwestors (FIi) . . . .
h) Foreign Venture Capital Funds - . . .
i) Others (Specify) : FPI
• Corporate Categories - Ill 450 . 450 o.oi5 450 . 450 0,015
Sub-total (8)(1) 450 . 450 0,015 450 . 4S0 0.015 .
(2) Non-Institutions
a) Bodies Corporate
I) Indian 11289 4600 15889 0.530 15089 1200 16289 O.S43 0.013
Ii) Overseas . . . . .
b) Individuals
I) Individual shareholders holding nominal share caol tal uoto Rs 1 lakh 538800 3 1332 570132 19.004 535607 29032 564639 18.821 -0,183
Ii) Individual shareholders holding nominal share capital in excess of Rs l lakh 58728 . 58728 1.9S8 61633 61633 2.054 0.097
c) Ot her s Spec\fy
1 NR/ 100110 . 100110 3,337 105190 105190 3 .506 0.169
2. Overseas Corporate Bodies . -
3. Foreign Nationals .
4. Clearing Members 5841 5841 0,195 2949 . 2949 0.098 0.096
5. Trusts . . . .
6. Foreign Bodies • D.R. . . . . .
7. IEPF Authoritv 176S0 17650 O.S88 17650 . 17650 0.588
Sub-total (8)(2) 732418 35932 768350 25.612 738118 30232 768350 25.612
Total Public Shareholding (B) = (8)(1)+(8}(2} 732868 3S932 768800 25.627 738568 30232 768800 25.627
C. Shares held by Custodian for GDRs & ADRs . . . - . ,.
GRANO TOTAL (A+B+C) 2964068 35932 3000000 100.000 2969768 30232 3000000 100.000 .

 

(ii) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

SI No. Shareholders Name No. of Shares % of total shares of the company lo of Shares Pledged /encum bered to total shares No. of Shares % of total shares of the company % o f Shares Pledged/en cumbered to total shares % of change in sharehotdin g during the year
l ANJUM DHANDHANIA 20000 0 667 20000 0.667
2 /ISHEESH DABRIWAL 662600 22.087 662600 22.087 -
3 0ABRIWAlA CONSTRUCT,ONS PRIVATE LTD 385600 12.853 - 385600 12.853 -
4 DOLPHIN PROPE.RTIES PRIVATE LIMITED 17900 0.597 - 17900 0.597 .
5 KUMKU M DABRIWAL 180100 6.003 . 180100 6.003 . -
6 NIRMAL KUMAR DABRIWALA 965000 32.167 . 965000 32.167 -
TOTAL 2231200

74.373

. 2231200 74.373 . .

 

iii Chan e in Promoters Shareholdin

Shareholding at the beginning of the year

Cumulative Sh.aroholdlng durlng the year

SI No. Name of Promoters % of total No. of shares of the shares No. of s h ares % of total shares of the
1 ANJUM DHANDHANIA
a) At the Beginning of the Vear 20000
b) Changes during the year
c) At the End of the Year
2 ASHEESH DABRIWAL
a) At the Beginning of the Year
b) Changes our1ng the year
c} Al the End of the Year
3 DABRIWALA CONSTRUCTIONS PRIVATE LIMITED
a) At the Beginning of the Year
b) Changes during rhe year
c) At the End of t he Year
4 DOLPHIN PROPERTIES PRIVATE LIMITED
a) At the Beginning of the Year
b) Changes durrng the year
c) At the End of the Year
S !(UMKUM DABRIWAl
a) At the Begin111ng of the Year
b) Changes during the year
c) At the End of the Year
6 NIRMAL KUMAR DABRIWALA
a) At the Beginning of lhe Year
b) Cnange; dunng th e yea,
cl At the End of the Yea, 32.167
TOTAL 74.373

(iv) Shareholding Pattern of top ten Shareholders - At the Beginning ofthe year and at the end of the year (other than Directors, Promoters and Holder of GORs and ADRs) ;

Shareholding at the

SI. No. For Each of the Top 10 Shareholders (at the beginning of the year and at the end of the year) No. of % of total
1 BALASUBRAMANIAM LAKSHMI NARASIMHAN
a) At the Beginning of the Year 41846 1.395
b)Changesduringtheyear
Date Reason
05/04/2019 Transfer -133 -0.004 1.390
31/05/2019 Transfer 1.388
c) At the End of the Year 1.388
2 GAODAM SRINIVASA RAO
a) At the Beginning of the Year 5807 0,194
b) Changes during the year
Date Reason
12/04/2019 Transfer 18 0.001 5825 0.194
10/05/2019 Transfer 100 0.003 5925 0. 198
01/ 11/2019 Transfer 20 0.001 5945 0,198
21/02/2020 Transfer 20 0.001 5965 0.199
c) At t he End of the Year
3 HARSHA VENKATESH
a) At the Beginrung of the Year
b) Changes durfng the year
Date Reason
03/05/2019 Transfer 163 0.005 163 0.005
19/07/2019 Transfer 37 0.001 200 0.007
15/11/2019 Transfer 20000 0.667 20200 0.673
a) At the Beginning of the Year
b) changes durlng the year
c) At the End of the Year
5 MANMIT HANSPAL
a) At the Beginning of the Year
b)Changes durrng the year
Date Reason
05/04/2019 Transfer 249 0.008 6962 0.232
19/04/2019 Transfer -157 -0.005 61:!0S 0.227
07/06/2019 Transfer -1000 -0.033 5805 0.194
16/08/2019 Transfer -1700 -0.057 4105 0.137
23/08/2019 Transfer -2000 -0.067 2105 0.070
21/02/2020 Transfer -2105 -0.070 0 0.000
c) At the End of the Year 0 0.000

 

(iv) Shareholding Pattern of top ten Shareholders - At tile Beginning of the year and ar the end of the year (other than Directors. Promo1ers and Holder ofGDRs and AORs)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders (,;Jl
SI. No. the beginn1ng of the year and at the end of the year) No. of shares of total shares or the comoanv No. of shares % of total shares of the comn,.nv
6 NEERAJ GUPTA
a) At the Beg111ning of the Year 5756 0.192
bl Changes during the year
Date Reason
30/08/2019 Transfer 14 0.000 5770 0. 192
21/02/2020 Transfer -70 -0.002. S700 0.190
]0/03/2020 Transfer 20 0.001 5720 0.191
c I At the End of the Yo?J r
7 PRATAP KUMAR CB V
a) At the Beginning of the Year 2
b) Changes dur,ng the yea,
Date Reason
2&/04/ 2019 Traml~r 37 0.001 18983 0.633
03/05/ 2019 Transfer 685 0.023 19668 0.656
10/05/2.019 Tran,l er 14 o.000 19682 0.656
07/06/ 2019 Transfer 403 0.013 20085 0.670
14/ 06/ 2019 Tr;Jnsfe,- 716 0.024 20801 0.693
12/07/ 2019 Transfer 200 0.007 21001 0.700
19/07/2019 Trarrsfe( 546 0.018 21547 0.718
26/07/ 2019 Transfer 301 0.010 21848 0.728
02/08/2019 f,3rrs{e1 290 0.010 22138 0.738
09/08/2019 Transfer 280 0.009 22418 0.747
30/08/ 2019 Tra,,sfer .5 0.000 22413 0.747
13/09/ 2019 Transfer -20 -0.001 22393 0.74&
20/09/2019 Tran, f~r -392 -0.013 22001 0.733
27 /0.9/2019 Transfer 400 0.013 22401 0.747
04/ 10/2019 Transfer -146 -0.005 22255 0.742
I J/ 10/ 2019 Transfer 437 0.015 21818 0.727
18/10/2019 Transfer 629 0.021 21189 0.706
2,/ 10/ 2019 Tr~nsfer -389 -0.013 20800 0.693
01/11/ 2019 Tran\ le, -1073 -0.036 l9727 0,658
08/ 11.12019. Transfer -6 0.000 19721 0.&57
15/11/2019 Tramfer 18132 -0.604 1589 0.053
22/ 11/ 2.019 Tran, fer -189 -0.006 1400 0.047
06/12/2019 Transfer 372 0.012 1028 0 0 34
27/12/ 2019 Transler 380 -0.013 648 0.022
31/12/7019 Transfer l2 0.000 660 0.022
3 1/ 01/2020 Transfer 4 22 0.0 14 1082 0.036
07/02/2020 Tran,fer 1145 0 038 2J27 0.074
14/02/ 2020 Transfer 100 0.003 2327 0.0 78
28/02/2020 Transfer 420 0.0 14 2747 0.092
20/03/ 2020 Transfer -360 -0.012 2387 0.080
27/03/ 2020 Transfer -2382 0.079 5 0.000
c) At the Cnd of the fear 5 0.000
8 PUNIT OHANDHANIA
a) Al the Beginning of the Year 10000 0.333
bJ Change, dL,ring the year
c) At 1he End of 1he Year ~ R] 0.333
9 SIDDHARTH KOTHARI
a) At the Beginning of th( Year 2
b) Changes during the year
cJ Al lhe End of the Year 17164 0.572
10 TIRUPATIRAO THAKKAlLAPEUY
a) At the Beginning or the Year 11500 0.383
b) Cl\anges during the yea,
Date Reason
05/07/2019 Transfer 332 0.011 11832 0 .394
12/07/2019 Transfer 218 0 .007 12050 0.402
26/07/2019 Transfer 52 0 .002 12:102 0.403
16/08/2019 Transfer ~v 0.001 12150 0.405
23/08/2019 Transfer 150 0.005 12300 0.410
06/09/2019 Transfer

300

0.010 12600 0.420
c) At the End or the Year 12600 0.4-20
11 UOHANI SANJAY SURESHKUMAR
a) At the Beginning of the Year 10000 0.333
b) Changes during the year ~
c) At the End of the Year 10000 0,333
12 VUAYMALIK
aJ At the Beginning ofthe Year ll118 0.371
b) Changes during the year
Date Reason
17/05/2019 Transfer 551 0.018 11669 0.389
c) At the End of the Year 11669 0.389
TOTAL 156500 5.217 - 152599 5, 087

 

(v) Shareholdln of Directors and Ke Mana er/a/ Personnel :

V. INDEBTEDNESS

In d e b t ness o the C o m pany Includ i ng Int erest outsta nding/accrued b ut not due for p a yment

depoilts(ln Rs.)

loans (In Rs.)

lln Rs,l lndtbtness (lnRs.)
lndeblftess at the btglnnlng of the flnandal year
(i) Principal Amount 31290023 31290023
(ii) Interest due bot not paid .
(iii) lntere~t accrued but not due . . .
Total (1+11+111) 31290023 . . 31290023
Chan1e In tndebtness durtnm1 the flnandal year
. Additlon
. Reduction 11290023 - 1,1190023
Net Changes 11290023 . 11290023
lndebtness at the end of the financial year
(i) Principal Amount

20000000

. 20000000
(ii) Interest due but not paid . . .
(Iii) Interest accrued but not due . .
Total (i+ii+iil) 20000000 . 20000000

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

 

A. Remuneration to M anoglng Director, Whole-time Director and/ar Manager :

Nam• of M.OJE:xeaJtlvo

Total
SI, No. Particula~ o f Remune~tlon Asheesh Dabriwal Janak Bhardwaj Amount(ln Rs.)
1 Gross salary
l•I Salarvas pee provisions oonta,_ned jn section 17(1) of tho lr>COme•t•~ Act. 1961 66,86,100 31,55,889 98,41,919
(b) Value of perQulsltes u/s. 17(2) of the Income-tax Act, 1961 . 1,069 1,069
(c) Profit in lieu of salary under section 17(3) of the lncometax Act, 1961 . .
2 Stock Option
3 Sweat Eouity .
4 Commissfon
• as% on profit . . -
- other, specify .
s Other, please specify .
Total (A)_ 66,86,100 31.S6,9S8 98,0,()58
Ceiling as per t he Companies Act, 2013 [being 104 of net profit of the Company
calcuted U/s,198 o f the Companies Act, 2013 I.e. PROFIT BEFORE TAX)
1,77,16,226

 

B. Remuneration to Other Directors : (Amount In Rs,}

SI. No. Partlcula~ of Remuneratlon An)um Dhandhanla Name o luddNd eb &asu f Directors Or.Subuta Haldar Surajlt~ha Total Amount
1 Independent Directors
• Fees for attending board committee meetings . 10,000 10,000 10,000 30,000
Commission . . . .
• Others, please specify . . .
Total (1) . 10,000 10,000 10,000 30,000
2 Other Non-Executive Dlrecto~
• Fees for attending board committee meetings 10,000 . 10,000
CommHsion . . .
• Others, please specify - . .
Total (2) _10,000 . . 10,000
Total Managerial Remuneratlon (B) 10,000 10,000 10,000 10,000 40,000
Over-all Celling as per t he Companies Act, 2013 [being
1% of net profit of the Company talwlated U/s.198 of the Companies Act, 2013 i.e. PROFIT BEFORE TAXI 17,71~623

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

 

C. Remuneration to Key Monagerial Personal other than MO/Monager/ WTD : {Amount in Rs}

Key Managerial Personnel

SI. No. Particulars of Remuneration C.Omp•ny stttarv SUtuchl Tiwa,r Chief flnami•1 Otfkitt Asholl: Kumar Slnoh Total
1 Gross salary
(af Salary•• per prO\/lslcM containod ln ,ec1<0n 1711) of the lncOnle-tak A<I. 1961 1,64,160 28, 97,310 30,61.470
(b) Value of perquisites u/s. 17(2) of the Income-tax Act,1961
(cl Profit in lieu of salary under section 17(3) of t he Income-tax Act, 1961 -
2 Stock Option -
3 Sweat Equity - - -
4 Co"lmisslon
• as % on profit - -
• other, specify - - .
s Other, please specify - .
Total (Cl 1,64,160 28,97,310 30,61,470

VII. PENAL TIES/PUNISHMENT/COMPOUNDING OF OFFENCES :

Type Section of th• Companies Act Brief Oescrlptl on ~tallsof penalty/Punlshment/Comp oundln11 fees Imposed Authority [RD/NCLT/C OURl] Appeal made, If any (gl\le details)
A COMPANY
Penalty
Punishment
Compounding
8 DIRECTORS
Penalty
Punishment
Compounding
C OTHEll OFACER IN DEFAULT
Penalty .
Punis.hmen1
Compounding

Place : Kolkata

Dated : 30th day of June, 2020

For and on behalf of the Board of Directors ASHEESH DABRIWAL Managing Director & C.E,0. (DIN -00044783)