Excel Realty N Infra Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 18th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020.

1. FINANCIAL HIGHLIGHTS

(Rs. in ‘000)

Particulars For the year ended March 31, 2020 For the year ended March 31, 2019
Total Revenue (Income) 133650.33 119262.44
Profit before Interest, Depreciation & Tax 4662.42 12,647.46
Less: Interest 480.51 7,043.06
Less: Depreciation 2699.00 3,384.66
Profit/ (Loss) Before Tax 1482.91 2,219.74
Less: Tax Expenses
1. Current Tax 344.28 392.49
MAT Credit Entitlement (285.31) (392.49)
2. Deferred Tax 55.80 14.73
Net Profit/ (Loss) for the year 1368.14 2,204.02

2. DIVIDEND

To retain the profit for the future business plan of the Company, the management thought it prudent not to declare dividend on equity shares of the Company.

3. RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during financial year 2019-2020

4. DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR

During the year under review the Company has earned Total Revenue (income) of Rs. 133650.33 (‘000) as against of Rs. 119262.44 (‘000) in the previous year.

The Net profit for the current year is Rs. 1368.14 (‘000) as against Rs. 2204.02(‘000) in the previous year.

5. NATURE OF BUSINESS:

The Company is engaged in Infra activities, IT & BPO activities & general trading activities.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the Business of the Company for the financial year 2019-2020

7. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There were no material changes and commitments, affecting the financial between the end of the financial year of the Company to which the financial statements relate and date of the Report

8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

9. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reportable material weakness in the design or operations were observed.

10. SUBSIDIARY

As on 31st March, 2020 the Company has only one subsidiary Company i.e. EXCEL INFO FZE.

The Consolidated Financial Statements of the Company for the year ended 31st March, 2020 are prepared in compliance with the applicable provisions of the Companies Act, 2013, and as stipulated under Regulation 33 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with the Auditors Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a Statement containing salient features of the financialstatements of the Subsidiary Company in the prescribed Form AOC-1 is appended as Annexure I to this report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the subsidiary company are kept for inspection by the Members at the Registered Office of the Company. The Company shall provide a copy of the financialstatements of its subsidiary companies to the Members upon their request. The statements are also available on the website of the Company at www.excel-infoways.com.

11. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.

12. STATUTORY AUDITORS

The members at the 17th AGM (Annual General Meeting) had appointed M/s. Gupta Saharia & Co, Chartered Accountant

(Firm Registration No 130446W) as statutory auditors of the Company for the period of five years until the conclusion of Annual General Meeting to be held for the financial year 2023-2024, subject to the ratification by the members in every

Annual General Meeting.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the notice convening the ensuing AGM does not carry any resolution on Ratification on appointment of the Statutory

Auditors

Also they have confirmed that they are not disqualified from continuing as the Auditors of the Company.

13. AUDITORS REPORT

M/s. Gupta Saharia & Co, Statutory Auditor of the Company has audited books of account of the Company for the financial year ended March 31, 2020 and have issued the Auditors Report thereon.

The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

There are no qualifications or reservation on adverse remarks or disclaimers in the said report

14. SHARE CAPITAL

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2019-2020

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2019-2020.

15. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT – 9 as required under section 92 of the Companies Act, 2013 is marked as Annexure II which is annexed hereto and forms part of the Boards report and also available on the website of the Company. i.e. www.excel-infoways.com

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

 

A) Energy conservation &Technology Absorption

The operations of your Company are not energy intensive. Adequate measures have however, been taken to reduce energy consumption, wherever possible. As energy costs form a very small part of the cost, the impact on cost is not material. Your Company is primarily involved in providing services which do not result in significant consumption of power and energy, hence energy conservation measures are not very relevant.

There is no usage of any particular technology or process. Hence the question of technology absorption does not arise. The Company has not imported any technology for its development work. The information in connection with technology absorption is NIL.

B) Foreign exchange earnings and Outgo:

The foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows:

a. Total foreign exchange earned (Receipt) (Rs.) 9090405
b. Total foreign exchange outgo (Rs.) Nil

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONAL:

A) Changes in Directors and Key Managerial Personnel

During the year, Mr. Subir Kumar Banerjee has been appointed as an Additional Director of the Company by the Board in their Board Meeting dated May 29, 2019 and also confirmed as Independent Director of the Company for the period of five years by the members in their Annual General meeting held on Friday, September 27, 2019

B) Directors coming up for retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,

Mrs. Ranjana Khurana, Whole Time Director of the Company retires by rotation and being eligible offer her candidature for re-appointment as Director.

C) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the independent directors of the Company confirming that they meet with the criteria of independence as prescribed under both sub- section (6) of section 149 of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board Committee of the Company.

D) Formal Annual Evaluation

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and

Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the financial

E) Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis--vis the Company, the industry in which the Company operates business model etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and are also available on the Companys website at http://www.excel-infoways.com

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 times during the financial year ended March 31, 2020 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Additionally, during the financial year ended March 31, 2020 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. For further information please refer Report on Corporate Governance under the head Board of Directors.

20. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance under the head, ‘Audit Committee for matters relating to constitution, meetings and functions of the Committee.

21. INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets,the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a vigil mechanism to report concerns about unethical behavior, actual/suspected frauds and violation of Companys Code of Conduct and/or Ethics Policy. The Vigil mechanism incorporates a whistle blower policy. All protected disclosures can be made through an email or telephone or through a letter. The Audit Committee of the Board oversees the functioning of the vigil mechanism. The Policy has been disclosed on the Companys website www.excel-infoways.com.

23. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head, ‘Nomination & Remuneration Committee for matters relating to constitution, meetings and functions of the Committee. The Companys Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is appended as Annexure III to this report and also been disclosed on the Company website www.excel-infoways.com.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans and Investment made by the Company to other Corporate or persons are given in notes to the Financial Statements.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ ies) are in the ordinary course of business and on arms length basis. As the transactions entered do not fall under Section

188(1) of the Companies Act, 2013 and there are no material related Party transactions, which may conflict the interest of the Company, hence Form AOC-2 is not required to be furnished. The company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Companys website www.excel-infoways.com.

26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The disclosure required to be furnished pursuant to section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV to this Report.

There are no employees covered under section 197(12) read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence no information is required to be furnished.

27. SECRETARIAL AUDIT REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed

M/s. Kothari H. & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2019-

2020. The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates, Company Secretaries in

Form MR-3 for the FY 2019-2020 forms part to this report as Annexure V. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies

Act, 2013.

28. RISK MANAGEMENT

The Company believes that managing risk helps in maximizing returns. The Companys approach to addressing business risk is to periodically assess risks in the internal and external environment, along with the cost of treating risks and incorporate risk treatment plans in strategy, business and operational plans. As per Section 134(3)(n) of the Companies Act, 2013, the Board of Directors have approved the Risk Management Policy for the Company. Some of the risks which may pose challenges are set out in Management Discussions and Analysis Report which forms part of this report.

29. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Companys business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.

30. POLICIES:

All the policies are available on the website of the Company i.e. www.excel-infoways.com.

31. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT,2013

During the year under review the Company has not received any complaints on sexual harassment.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 forms part of this Annual Report.

33. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of this Annual Report.

34. CORPORATE GOVERNANCE CERTIFICATE

Certificate from the Secretarial Auditors of the Company, M/s. Kothari H. & Associates, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and

Disclosure Requirement) Regulation, 2015 is attached to the Report on Corporate Governance.

35. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall 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 profit and loss of the company for that period;

(c) the directors have taken proper and sufficientcare 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; and

(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.

(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.

36. ACKNOWLEDGEMENTS

The Board gratefully acknowledges the support given andvaluableguidancerenderedbyallfinancialinstitutions, banks,

Government authorities, customers, vendors, members, shareholders. The board also wishes to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors
sd/-
Lakhmendra Khurana
Chairman and Managing Director
DIN: 00623015

Place : Mumbai Date : August 7, 2020

AOC-1

FINANCIAL INFORMATION OF SUBSIDIARY COMPANY AS ON MARCH 31, 2020:

Name of the Company EXCEL INFO FZE

Reporting Period for the subsidiary concerned, if different from holding companys reporting period

April 1, 2019 to March 31, 2020

Reporting Currency IN AED (‘000) In INR (‘000)
Share Capital 100.00 2054.00
Reserves (4.25) (86.58)
Total Assets 17637.64 362277.05
Total Outside Liabilities 17541.85 360309.63
Investment 0.00 0.00
Turnover/ Total Income 33.18 654.78
Profit before Taxation 2.84 55.96
Provision for Taxation 0 0
Profit after Taxation 2.84 55.96
Proposed Dividend 0.00 0.00
% of Shareholding

100% wholly owned subsidiary

Country United Arab Emirates

Exchange rate used for transaction as on March 31, 2020 is 1AED = 20.54 INR

Average Exchange rate used for transaction is 1 AED = 19.72 INR

For and on behalf of the Board of Directors

sd/-

Lakhmendra Khurana

Chairman and Managing Director DIN: 00623015

Place : Mumbai Date : August 7, 2020

FORMNO.MGT 9

EXTRACT OF ANNUALRETURN

for financial year ended March 31, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule12 (1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L45400MH2003PLC138568
Registration Date January 7, 2003
Name of the Company Excel Realty N Infra Limited (Formerly Known as Excel Infoways Limited)
Category/ Sub-Category of the Company Non-Government Indian Company
Address of the Registered office and contact details 31-A, Laxmi Industrial Estate, New Link Road, Andheri-(west), Mumbai- 400 053.
022-26394246
Whether listed company ( v ) Yes ( ) No
Name, Address and Contact details of Registrar and TransferAgent, if any Link Intime India Private Limited C 101, 247 Park, LBS Marg, Vikhroli West,Mumbai – 400 083.
Tel No: +91 22 49186000/ +91 22 49186270
Fax: +91 22 49186060

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:-

SR. No Name and Description / services of main products NIC Code of the Product/ service (NIC 2008) % to total turnover of the company
1. IT / BPO Activity 631 8.58
2. Infra Activity 421 1.60
3. General Trading 469 89.82

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
1 Excel Info FZE - Subsidiary 100 2(87)(ii)

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

i.) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01/04/2019 i.e. as per shareholding pattern of 31/03/2019)

No of shares held at the end of the year (as on 31/03/2020 i.e. as per shareholding pattern of 31/03/2020)

% Change during the year i.e. Increase/ (Decrease)
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 42366789 0 42366789 45.04 44655928 0 44655928 47.48 2.43
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) State Govt (s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 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):- 42366789 0 42366789 45.04 44655928 0 44655928 47.48 2.43
(2) Foreign 0 0 0 0 0 0 0 0 0
a) NRIs– Individuals 0 0 0 0 0 0 0 0 0
b) Other– Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 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 Promoter (A) 42366789 0 42366789 45.04 44655928 0 44655928 47.48 2.43
= (A)(1)+(A)(2)
B. Public Shareholding
1. Institutions 0 0 0 0 0 0 0 0 0
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks/FI 5730 0 5730 0.00 0 0 0 0.00 0.00
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 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 Portfolio Investors 1360000 0 1360000 1.45 1360000 0 1360000 1.45 0
i) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
j) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 1365730 0 1365730 1.45 1360000 0 1360000 1.45 0.00
2. Central Govt/ State Govt 0 0 0 0.00 0 0 0 0.00 0
Sub Total (B)(2) 0 0 0 0.00 0 0 0 0.00 0
3. Non- Institutions
a) Bodies Corp. 18045974 0 18045974 19.18 16852804 0 16852804 17.92 -1.27
Indian
Overseas
b) Individuals
Individual shareholders holding nominal share capital upto Rs. 1 lakh 7947513 336 7947849 8.45 8226452 336 8226788 8.74 0.29
Individual shareholders holding nominal share capital in excess of Rs 1 lakh 11978916 0 11978916 12.73 21471237 0 21471237 22.83 10.10
NBFCs registered with RBI Others (specify) 324686 0 324686 0.34 0 0 0 0 -0.34
Category of Shareholders

No. of Shares held at the beginning of the year (as on 01/04/2019 i.e. as per shareholding pattern of 31/03/2019)

No of shares held at the end of the year (as on 31/03/2020 i.e. as per shareholding pattern of 31/03/2020)

% Change during the year i.e. Increase/ (Decrease)
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
i. IEPF 29348 0 29348 0.03 29348 0 29348 0.03 0
ii. Non residential Indian (repat) 176837 230100 406937 0.43 189584 230100 419684 0.44 0.01
iii. Non residential Indian (non- repat) 15919 0 15919 0.02 14591 0 14591 0.02 0.00
iv. Foreign Companies 0 0 0 0 0 0 0 0 0
v. Clearing Members 10758732 0 10758732 11.43 33931 0 33931 0.02 -11.41
vi. Directors/ relatives 0 0 0 0 0 0 0 0 0
vii. Trust 0 0 0 0 0 0 0 0 0
viii. Hindu Undivided Family 805457 0 805457 0.85 982026 0 982026 1.04 0.18
Sub-total (B)(3):-Total 50083382 230436 50313818 53.49 47799973 230436 48030409 51.07 -2.42
Public Shareholding (B)=(B)(1)+(B) 51449112 230436 51679548 54.95 49159973 230436 49390409 52.51 -2.43
(2)+(B)(3)
C. Shares held by custodian for GDRs 0 0 0 0 0 0 0 0 0
& ADRs (C)
Grand Total (A+B+C) 93815901 230436 94046337 100.00 93815901 230436 94046337 100.00 0

ii.) Shareholding of Promoters

Sr. No. Shareholders Name

Shareholding at the beginning of the year (01.04.2019)

Shareholding at the end of the year (31.03.2020)

% of change in share hold- ing during the year i.e. Increase/ (Decrease)
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares
1 Lakhmendra Khurana 21764853 23.14 0 23429427 24.91 0 0.00
2 Ranjana Khurana 17215170 18.30 0 17839735 18.96 0 0.00
3 Arpit Khurana 3350766 3.56 0 3350766 3.56 0 0.00
4 Isha Khurana 36000 0.04 0 36000 0.04 0 0.00
Total 42366789 45.04 0 44655928 47.48 0 0.00

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

Sr. No. Name of the Promoter

Shareholding at the beginning of the year

Date

Reason Increase/ (Decrease) in shareholding

Cumulative Shareholding during the year

No of shares % of total shares of the Company No of shares % of total shares of the Company
1 Lakhmendra Khurana 21764853 23.14

01 Apr 2019

21764853 23.14

14 Jun 2019

Market Purchase 32070 21796923 23.17

21 Jun 2019

Market Purchase 17607 21814530 23.19

29 Jun 2019

Market Purchase 111086 21925616 23.31

05 Jul 2019

Market Purchase 295000 22220616 23.63

16 Aug 2019

Market Purchase 50000 22270616 23.68

23 Aug 2019

Market Purchase 385346 22655962 24.09

20 Sept 2019

Market Purchase 192938 22848900 24.29
22 Nov 2019

Market Purchase

25000 22873900 24.32
29 Nov 2019

Market Purchase

50000 22923900 24.37
06 Dec 2019

Market Purchase

42710 22966610 24.42
13 Dec 2019

Market Purchase

245104 23211714 24.68
20 Dec 2019

Market Purchase

42260 23253974 24.72
27 Dec 2019

Market Purchase

90895 23344869 24.82
31 Dec 2019

Market Purchase

1393 23346262 24.82
03 Jan 2020

Market Purchase

49973 23396235 24.87
10 Jan 2020

Market Purchase

33192 23429427 24.91
At the end of the year 31 Mar 2020

Market Purchase

23429427 24.91
2 Ranjana Khurana 17215170 18.30 01 Apr 2019 17215170 18.30
14 Feb 2020

Market Purchase

55232 17270402 18.36
21 Feb 2020

Market Purchase

83717 17354119 18.45
28 Feb 2020

Market Purchase

146150 17500269 18.60
06 Mar 2020

Market Purchase

63631 17563900 18.67
13 Mar 2020

Market Purchase

15000 17578900 18.69
20 Mar 2020

Market Purchase

150979 17729879 18.85
27 Mar 2020

Market Purchase

81813 17811692 18.93
31 Mar 2020

Market Purchase

28043 17839735 18.96
At the end of the year 17839735 18.96
3 Arpit Khurana 3350766 3.56

No Change

3350766 3.56
At the end of the year 3350766 3.56
4 Isha Khurana 36000 0.04 36000 0.04
At the end of the year

No Change

36000 0.04

iv.) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Shareholding at the beginning of the year - 2019 Cumulative Shareholding at the end of the year - 2020
Sr No. Name of the shareholder NO.OF SHARES HELD % OF TOTAL SHARES OF THE COMPANY Date Reason Increase/ (Decrease) In shareholding NO OF SHARES HELD % OF TOTAL SHARES OF THE COMPANY
1 PARITRASHA FINANCIALS AND INVESTMENT PVT LTD 3612642 3.84 No Change 3612642 3.84
At the end of the year 3612642 3.84
2 ROHIT AMRITALAL MEHTA 0 0.00 0 0.00
02 Aug 2019 Market Purchase 2463047 2463047 2.62
09 Aug 2019 Market Purchase 41944 2504991 2.66
30 Aug 2019 Market Purchase 176018 2681009 2.85
06 Sep 2019 Market Purchase 197038 2878047 3.06
27 Sep 2019 Market Purchase 24715 2902762 3.08
18 Oct 2019 Market Purchase 22247 2925009 3.11
At the end of the year 2925009 3.11
3 ANAND RATHI GLOBAL FINANCE LIMITED 2846149 3.02 2846149 3.02
14 Jun 2019 Market Sale (31668) 2814481 2.99
16 Aug 2019 Market Sale (5932) 2808549 2.98
At the end of the year 2808549 2.98
4 KARJAT TRADE PLACE PVT LTD 2450000 2.61 2450000 2.61
No Change
At the end of the year 2450000 2.61
5 ARCADIA SHARE & STOCK BROKERS PVT LTD - PROPREITARY A/C 1322289 1.40 1322289 1.40
05 Apr 2019 Market Purchase 418700 1740989 1.85
12 Apr 2019 Market Purchase 326000 2066989 2.20
19 Apr 2019 Market Purchase 157820 2224809 2.37
26 Apr 2019 Market Sale (3698) 2221111 2.36
03 May 2019 Market Purchase 68000 2289111 2.43
10 May 2019 Market Purchase 298735 2587846 2.75
17 May 2019 Market Purchase 655100 3242946 3.44
24 May 2019 Market Purchase 1309369 4552315 4.84
31 May 2019 Market Purchase 380000 4932315 5.24
07 Jun 2019 Market Purchase 12677 4944992 5.25
14 Jun 2019 Market Purchase 243101 5188093 5.52
21 Jun 2019 Market Purchase 26020 5214113 5.54
29 Jun 2019 Market Purchase 85000 5299113 5.63
05 Jul 2019 Market Purchase 30844 5329957 5.67
12 Jul 2019 Market Sale (20605) 5309352 5.65
02 Aug 2019 Market Sale (3762646) 1546706 1.64
09 Aug 2019 Market Sale (57244) 1489462 1.58
30 Aug 2019 Market Sale (176228) 1313234 1.39
06 Sep 2019 Market Purchase 1720072 3033306 3.22
20 Sep 2019 Market Purchase 50000 3083306 3.27
27 Sep 2019 Market Sale (50000) 3033306 3.22
30 Sep 2019 Market Sale (687496) 2345810 2.49
18 Oct 2019 Market Purchase 125000 2470810 2.63
25 Oct 2019 Market Sale (125000) 2345810 2.49
29 Nov 2019 Market Purchase 5500 2351310 2.50
06 Dec 2019 Market Sale (5500) 2345810 2.49
14 Feb 2020 Market Purchase 150 2345960 2.49
21 Feb 2020 Market Sale (150) 2345810 2.49
20 Mar 2020 Market Purchase 5000 2350810 2.49
27 Mar 2020 Market Sale (5000) 2345810 2.49
At the end of the year 2345810 2.49
6 SHASHI SADARILAL SEHGAL 130780 0.14 130780 0.13
05 Apr 2019 Market Purchase 3678 134458 0.14
12 Apr 2019 Market Purchase 81322 215780 0.23
19 Apr 2019 Market Purchase 95839 311619 0.33
26 Apr 2019 Market Purchase 11661 323280 0.34
10 May 2019 Market Purchase 242961 566241 0.60
17 May 2019 Market Purchase 299500 865741 0.92
24 May 2019 Market Purchase 135000 1000741 1.06
14 Jun 2019 Market Purchase 64831 1065572 1.13
21 Jun 2019 Market Purchase 94835 1160407 1.23
29 Jun 2019 Market Purchase 159237 1319644 1.40
05 Jul 2019 Market Purchase 172997 1492641 1.58
30 Aug 2019 Market Purchase 200000 1692641 1.79
25 Oct 2019 Market Purchase 114128 1806769 1.92
01 Nov 2019 Market Purchase 68879 1875648 1.99
08 Nov 2019 Market Purchase 216732 2092380 2.22
15 Nov 2019 Market Purchase 5000 2097380 2.23
22 Nov 2019 Market Purchase 12750 2110130 2.24
13 Dec 2019 Market Purchase 250 2110380 2.24
20 Dec 2019 Market Purchase 1300 2111680 2.24
27 Dec 2019 Market Purchase 450 2112130 2.24
31 Dec 2019 Market Purchase 100 2112230 2.24
03 Jan 2020 Market Purchase 500 2112730 2.24
24 Jan 2020 Market Purchase 500 2113230 2.24
07 Feb 2020 Market Purchase 1300 2114530 2.24
14 Feb 2020 Market Purchase 500 2115030 2.24
At the end of the year 2115030 2.24
7 MANAKCHAND PUKHRAJ RATHOD 32719 0.03 32719 0.03
05 Apr 2019 Market Purchase 45000 77719 0.08
12 Apr 2019 Market Purchase 272147 349866 0.37
19 Apr 2019 Market Purchase 23500 373366 0.39
10 May 2019 Market Purchase 176000 549366 0.58
17 May 2019 Market Purchase 200000 749366 0.79
24 May 2019 Market Purchase 550000 1299366 1.38
31 May 2019 Market Purchase 280000 1579366 1.67
14 Jun 2019 Market Purchase 30000 1609366 1.71
05 Jul 2019 Market Purchase 100000 1709366 1.81
23 Aug 2019 Market Purchase 25000 1734366 1.84
18 Oct 2019 Market Purchase 23325 1757691 1.86
25 Oct 2019 Market Purchase 50000 1807691 1.92
08 Nov 2019 Market Purchase 73510 1881201 2.00
15 Nov 2019 Market Purchase 457 1881658 2.00
22 Nov 2019 Market Purchase 55000 1936658 2.05
20 Dec 2019 Market Purchase 1000 1937658 2.06
At the end of the year 1937658 2.06
8 EL DORADO BIOTECH PRIVATE LIMITED 0 0.00 0 0.00
28 Feb 2019 Market Purchase 1611514 1611514 1.71
At the end of the year 1611514 1.71
9 ELARA INDIA OPPORTUNITIES FUND LIMITED 1260000 1.33 No Change 1260000 1.33
At the end of the year 1260000 1.33
10 PINE TREE FINSERVE 1200000 1.27 No Change 1200000 1.27
At the end of the year 1200000 1.27
11 SHRIRAM INSIGHTSHARE BROKERS LIMITED 6450669 6.85 6450669 6.85
05 Apr 2019 Market Sale (997993) 5452676 5.79
12 Apr 2019 Market Sale (1269303) 4183373 4.44
19 Apr 2019 Market Purchase 124753 4308126 4.58
26 Apr 2019 Market Sale (125004) 4183122 4.44
03 May 2019 Market Purchase 244127 4427249 4.70
10 May 2019 Market Purchase 185681 4612930 4.90
17 May 2019 Market Sale (1078774) 3534156 3.75
24 May 2019 Market Sale (1410320) 2123836 2.25
31 May 2019 Market Sale (693724) 1430112 1.52
07 Jun 2019 Market Sale (12131) 1417981 1.50
14 Jun 2019 Market Sale (569558) 848423 0.90
29 Jun 2019 Market Sale (424957) 423466 0.45
05 Jul 2019 Market Sale (405651) 17815 0.01
12 Jul 2019 Market Sale (10000) 7815 0.00
02 Aug 2019 Market Purchase 9340 17155 0.01
09 Aug 2019 Market Sale (9340) 7815 0.08
30 Aug 2019 Market Sale (725) 7090 0.00
08 Nov 2019 Market Sale (6010) 1080 0.00
20 Mar 2019 Market Purchase 500 1580 0.00
27 Mar 2019 Market Sale (500) 1080 0.00
At the end of the year 1080 0.00
12. PRABHUDAS LILADHER PRIVATE LIMITED 1632614 1.73 1632614 1.73
10 May 2019 Market Purchase 417 1633031 1.73
09 Aug 2019 Market Purchase 200 1633231 1.73
16 Aug 2019 Market Sale (200) 1633031 1.73
20 Sep 2019 Market Purchase 668 1633699 1.73
30 Sep 2019 Market Sale (1185) 1632514 1.73
04 Oct 2019 Market Purchase 185 1632699 1.73
11 Oct 2019 Market Sale (19000) 1613699 1.71
18 Oct 2019 Market Sale (1000) 1612699 1.71
25 Oct 2019 Market Sale (668) 1612031 1.71
28 Feb 2019 Market Sale (1611514) 517 0.00
20 Mar 2020 Market Sale (100) 417 0.00
At the end of the year 417 0.00
13 GLOBE CAPITAL MARKET LIMITED 2502733 2.66 2502733 2.66
05 Apr 2019 Market Purchase 500 2503233 2.66
12 Apr 2019 Market Sale (500) 2502733 2.66
26 Apr 2019 Market Sale (500) 2502233 2.66
03 May 2019 Market Purchase 500 2502733 2.66
10 May 2019 Market Purchase 1000 2503733 2.66
17 May 2019 Market Sale (444237) 2059496 2.18
24 May 2019 Market Sale (2056166) 3330 0.00
21 Jun 2019 Market Sale (1005) 2325 0.00
29 Jun 2019 Market Sale (1000) 1325 0.00
12 Jul 2019 Market Purchase 3000 4325 0.00
19 Jul 2019 Market Sale (3000) 1325 0.00
02 Aug 2019 Market Sale (245) 1080 0.00
09 Aug 2019 Market Purchase 1000 2080 0.00
30 Aug 2019 Market Purchase 1245 3325 0.00
06 Sep 2019 Market Sale (1245) 2080 0.00
20 Sep 2019 Market Sale (400) 1680 0.00
18 Oct 2019 Market Sale (1280) 400 0.00
27 Dec 2019 Market Sale (398) 2 0.00
27 Mar 2019 Market Purchase 148 150 0.00
03 Apr 2020 Market Sale (150) 0 0.00
At the end of the year 0 0.00
14 SHRIRAM CREDIT COMPANY LIMITED 1886927 2.00 1886927 2.00
19 Apr 2019 Market Sale (174753) 1712174 1.82
03 May 2019 Market Sale (444587) 1267587 1.34
10 May 2019 Market Sale (1197395) 70192 0.07
17 May 2019 Market Sale (70192) 0 0.00
At the end of the year 0 0.00

 

Note 1 Paid up Share Capital of the Company (Face Value Rs. 10.00) at the end of the year is 94046337 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. v.) Shareholding of Directors and Key Managerial Personnel

Sr. No. Name of the Directors and KMP

Shareholding at the beginning of the year

Date Reason Increase/ (Decrease) in shareholding

Cumulative Shareholding during the year

No of shares % of total shares of the Company No of shares % of total shares of the Company
1 Lakhmendra Khurana 21764853 23.14 01 Apr 2019 21764853 23.14
14 Jun 2019 Market Purchase 32070 21796923 23.17
21 Jun 2019 Market Purchase 17607 21814530 23.19
29 Jun 2019 Market Purchase 111086 21925616 23.31
05 Jul 2019 Market Purchase 295000 22220616 23.63
16 Aug 2019 Market Purchase 50000 22270616 23.68
23 Aug 2019 Market Purchase 385346 22655962 24.09
20 Sept 2019 Market Purchase 192938 22848900 24.29
22 Nov 2019 Market Purchase 25000 22873900 24.32
29 Nov 2019 Market Purchase 50000 22923900 24.37
06 Dec 2019 Market Purchase 42710 22966610 24.42
13 Dec 2019 Market Purchase 245104 23211714 24.68
20 Dec 2019 Market Purchase 42260 23253974 24.72
27 Dec 2019 Market Purchase 90895 23344869 24.82
31 Dec 2019 Market Purchase 1393 23346262 24.82
03 Jan 2020 Market Purchase 49973 23396235 24.87
10 Jan 2020 Market Purchase 33192 23429427 24.91
At the end of the year 31 Mar 2020 23429427 24.91
2 Ranjana Khurana 17215170 18.30 01 Apr 2019 17215170 18.30
14 Feb 2020 Market Purchase 55232 17270402 18.36
21 Feb 2020 Market Purchase 83717 17354119 18.45
28 Feb 2020 Market Purchase 146150 17500269 18.60
06 Mar 2020 Market Purchase 63631 17563900 18.67
13 Mar 2020 Market Purchase 15000 17578900 18.69
20 Mar 2020 Market Purchase 150979 17729879 18.85
27 Mar 2020 Market Purchase 81813 17811692 18.93
At the end of the year 31 Mar 2020 Market Purchase 28043 17839735 18.96
3 Arpit Khurana 3350766 3.56 01 Apr 2019 No change
At the end of the year 31 Mar 2020 3350766 3.56
4 Binoy Gupta 0 0 01 Apr 2019 No change
At the end of the year 31 Mar 2020 0 0
5 Subrata Kumar Dey 0 0 01 Apr 2019 No change
At the end of the year 31 Mar 2020 0 0
6 Subir Kumar Banerjee 0 0 01 Apr 2019 No change
At the end of the year 31 Mar 2020 0 0
7 Pooja Mane 3 0.00 01 Apr 2019
At the end of the year 31 Mar 2020 3 0.00
8 Pramod Kokate 0 0 01 Apr 2019 No Change
At the end of the year 31 Mar 2020 0 0

V. INDEBTEDNESS

Indebtedness of the Company as on March 31, 2020 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 6053.65 Nil Nil 6053.65
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (I + ii + iii) 6,053.65 Nil Nil 6,053.65
Change in Indebtednessduringthefinancialyear
Addition 2959.46 Nil Nil 2959.46
Reduction 1782.20 Nil Nil 1782.20
Net Change 1177.26 Nil Nil 1177.26
Indebtedness at the end of the financial year
i) Principal Amount 7230.91 Nil Nil 7230.91
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i + ii + iii) 7230.91 Nil Nil 7230.91

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager for the year ended March 31, 2020

Name of MD/WTD/ Manager

Total Amount
Sr. No. Particulars of Remuneration Lakhmendra Khurana Ranjana Khurana Arpit Khurana
1. Gross salary
Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. 1800.00 1200.00 600.00 3600.00
Value of perquisites Nil Nil Nil Nil
Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil Nil Nil Nil
2. Stock Option Nil Nil Nil Nil
3. Sweat Equity Nil Nil Nil Nil
4. Commission
- as % of profit Nil Nil Nil Nil
- others, specify…
5. Others, please specify Nil Nil Nil Nil
Total (A) 1800.00 1200.00 600.00 3600.00
Ceiling as per the Act

Rs. 8400.00 each director (as per Schedule V of the Companies Act, 2013)

B. Remuneration to other directors for the year ended March 31, 2020

Name of Directors

Total Amount
Sr. No. Particulars of Remuneration Binoy Gupta Subrata Kumar Dey Subir Kumar Banerjee
1. Independent Directors 60.00 75.00 60.00 195.00
Fee for attending board committee meetings Nil Nil Nil Nil
Commission Nil Nil Nil Nil
Others, please specify Nil Nil Nil Nil
Total (1) 60.00 75.00 60.00 195.00
2 Other Non-Executive Directors
Fee for attending board committee meetings Nil Nil Nil Nil
Commission Nil Nil Nil Nil
Others, please specify Nil Nil Nil Nil
Total (2) Nil Nil Nil Nil
Total (B)=(1+2) 60.00 75.00 60.00 195.00
Overall Ceiling as per the Act

100.00 per meeting

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD for the year ended March 31, 2020:

Key Managerial Personnel

Sr. No. Particulars of Remuneration Company Secretary Pooja Mane CFO Pramod Kokate Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. 537.60 352.00 889.60
(b) Value of perquisites Nil Nil Nil
(c ) Profits in lieu of salary under section17(3) Income-tax Act, 1961 Nil Nil Nil
2. Stock Option Nil Nil Nil
3. Sweat Equity Nil Nil Nil
4. Commission Nil Nil Nil
- as % of profit Nil Nil Nil
- others, specify… Nil Nil Nil
5. Others, please specify Nil Nil Nil
Total 537.60 352.00 889.60

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

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

The ratio of remuneration of each director to the median employees remuneration and other details in terms of the sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Sr. No. Requirements Disclosures
1. Remuneration of Median Employee The median remuneration for the financial year 2019-2020 was Rs. 352.00(‘000)
2. Remuneration of Directors / KMP Mr. Lakhmendra Khurana (MD) 1800.00(‘000)
Mrs. Ranjana Khurana (ED) 1200.00(‘000)
Mr. Arpit Khurana (ED) 600.00(‘000)
Pramod Kokate – CFO 352.00(‘000)
Pooja Mane CS 537.60(‘000)
3. The ratio of remuneration of each director to the median remuneration of the employees for the financial year 2019- 2020 Directors Ratio
Mr. Lakhmendra Khurana 5.11
Mrs. Ranjana Khurana 3.41
Mr. Arpit Khurana 1.70
For this purpose the sitting fees paid to Directors have not been considered as remuneration
4. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in the Financial Year (2019-2020) Executive Directors increase
Mr. Lakhmendra Khurana -
Mrs. Ranjana Khurana -
Mr. Arpit Khurana -
Chief Financial Officer
Mr. Pramod Kokate 10%
Company Secretary
Ms. Pooja Mane 10%
For this purpose the sitting fees paid to Directors have not been considered as remuneration
5. The percentage increase in the median remuneration of employees in the financial year 2019-2020 There was 10% increase in remuneration of Median employee
6. The number of permanent employees on the rolls of the Company There were 16 permanent employees on the rolls of the Company as on March 31, 2020
7. Average percentile increase made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average percentile increase made in the salaries of the employees is 9.3% and average percentile increase made in the managerial remuneration is 10%
8. Affirmation that the remuneration is as per the remunerationIt is hereby affirmed that the remuneration is as per the policy of the Company Nomination and Remuneration Policy of the Company.