Hi-Tech Pipes Ltd Directors Report.

To the Members,

Your Directors are pleased to present the 36th Directors Report of the Company for the Financial Year ended 31st March , 2020.

1. Financial summary or highlights

The Companys Financial Performance for the Financial Year ended March 31, 2020 is summarized below: (Rupees in Crores)

Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Net Revenue from Operations 967.07 1117.61 1209.62 1360.42
Other Operating Revenue - - - -
Other Income 1.25 1.34 1.25 1.38
Operating Profit before Finance Costs, 45.70 55.72 60.47 76.16
Depreciation, Tax
Less: Depreciation and amortization expenses 5.04 4.14 6.57 5.31
Finance Cost 24.24 23.04 30.04 29.85
Profit before Tax and Exceptional 16.40 28.54 23.86 41.00
Expenses
Less: Tax Expenses 2.33 10.36 3.48 13.64
Net Profit for the Year from Continuing 14.05 18.18 20.39 27.35
Operations
Net Profit for the Year from Discontinued 0 0 0 0
Operations
Profit for the year 14.05 18.18 20.39 27.35
Other Comprehensive Income 0 0.17 0 0.18
Total comprehensive income for the year, 14.05 18.35 20.39 27.53
Net of tax
Earning per equity share
(Face Value of 10 each)
- Basic 12.98 17.20 18.85 25.79
- Diluted 12.98 16.28 18.85 24.42

2. During the Financial Year 2019-20, revenue from operations on standalone basis decreased to Rs. 967.07 crores as against 1117.61 crores in the previous year- a dip of 13%.

The profit after tax for the current year is Rs. 14.05 crores against Rs.18.18 crores in the previous year a dip of 25%.

On a consolidated basis, the group achieved revenue of Rs. 1209.62 crores as against Rs. 1360.42 crores– a dip of 11%. Net profit for the current year is Rs. 20.39 crores against Rs. 27.35 crores in the previous year – a dip of 25%.

3. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS AFFAIRS

Your Company is a Multi Product company marking its presence in steel pipes, hollow sections, tubes, cold rolled coils & strips, road crash barriers, solar mounting structures and a variety of other galvanised products since more than 3 decades. The end uses of these products are in high-rise buildings, metro stations, bridges, dams, refineries, telecom, airports, highways, power projects etc.

During the year under review, your Companys State of Affairs can be stated in a nutshell as follows:

I Your Company has featured in the fifth edition of Fortune India The Next 500. The company ranks 250 in Fortune magazines list of 500 companies for emerging as a leader in the structural tubes and pipes industry.

I Your Company become a Top Performer by Awarding for being one among the largest customer for Hot rolled Coils on PAN India basis from Steel Authority of India.

I Your company has received ISPAT RACHANA AWARD 2019 for adopting best energy efficiency practices and ultra-modern manufacturing infrastructure from Sh. Dharmendra Pradhan, Minister of Petroleum & Natural Gas and Minister of Steel.

COVID-19 is the most catastrophic and the most defining epoch of our lifetime. With no precedence, it has rattled lives and economies across the world, and India has not been spared either. It has further offset the green shoots of recovery of the Indian economy that were visible towards the end of 2019 and early 2020. The year that started with weak demand owing to slow-down in real estate, industrial and infrastructure segments along with liquidity squeeze, ended with the global economy coming to an indeterminate standstill following the outbreak of COVID-19. Regardless of the challenging economic environment your company still managed to fare well. During the year your company reached out to dealers across the country to assuage their fears and update them of our actions to protect their interest. We released significant payments to dealers against their trade schemes thus easing their liquidity issues and also conducted physical products training sessions to enhance their knowledge. These initiatives have helped strengthened our bond with our dealers and distributors.

Further information on the Business overview of the Company is discussed in detail in the Management Discussion & Analysis.

The Share capital of the Company is 10926100 at face value of Rs. 10/- per share.

4. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 0.25/- per Equity Share for the year 2019-20. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 27.32 Lacs. The dividend would be payable to all those Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed as per the schedule given in notice of Annual General Meeting.

5. Consolidated financial statements of subsidiary & associate company

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2019-20, together with the Auditors Report form part of this Annual Report.

In compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. A statement containing the salient features of financial statements of subsidiaries/joint venture companies of the Company in the prescribed Form AOC – 1 (ANNEXURE-1).

The said Form also highlights the financial performance of each of the subsidiaries included in the CFS of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report have also been uploaded on the website of the Company at www.hitechpipes.in

As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, HTL metalprivate Limited wholly owned subsidiary of the Company identified as Material Subsidiary. Hence the Secretarial Audit of the Company is conducted and the report of the same has been upload at the website of the Company viz.: www. Hitechpipes.in.

List of Subsidiary of the Company is as follows:

1. HTL Metal Private Limited

2. HTL Ispat Private Limited

3. Hitech Metalex Private Limited

6. Material changes AND commitment

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

7. Details of Directors or key managerial

PERSONNEL WHO WERE APPOINTED OR HAVE resigned during the year

A) Mr. Ajay Sahay Independent Director resigned w.e.f. 12/10/2019

b) Mrs. Neerja Kumar was appointed as Independent Director on the Board w.e.f. 22nd January, 2020

c) Further, Ms. Tanvi Kumar has Re-appointed as Additional Independent Director subject to the approval of the shareholders for the Second term of Five Year.

8. Board of Directors

Declaration of independence from i ND ependent Directors: The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The details of director being recommended for re-appointment as required under SEBI (Listing obligations and disclosure requirements Regulations, 2015 are contained in notice convening AGM of the Company.

Appropriate resolution seeking your approval to the re-appointment of director is also included in the notice.

Number of meetings of the board of Directors

4 (Four) meetings of the Board of Directors were held during the financial year 2019 – 20. The details of the meetings of the Board of Directors of the Company convened during the financial year 2019-20 are given in the Corporate Governance Report which forms part of this Annual Report. In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Ajay Kumar Bansal (Director), is liable to retire by rotation at the ensuing AGM and being eligible offered himselves for reappointment.

Committees of the board

A detailed note on the Board and its Committees is provided in the "Report on Corporate Governance" forming part of this Annual Report. As on March 31, 2020, the Board has the following standing Committees:

Mandatory committees

I. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders Relationship Committee

Non-mandatory committees

.i Executive Committee ii. Securities Allotment Committee

For details of the terms of reference, meetings held during the year, membership and attendance of the members at the meetings of the above Committees of the Board, kindly refer to the "Report on Corporate Governance" forming part ofthis Annual Report.

10. Meeting of independent Directors

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 22nd January, 2020, without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the company and also to assess the quality, quantity and timeliness of flow of information between the company management and the Board.

11. Directors responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating tomaterial departures.

(b) The Directors had 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 had 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 had prepared the annual accounts on a going concern basis; and

(e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Extract of the ANNUAL return

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forms part of the Directors Report and is annexed herewith as "annexure-2".

13. Auditors AND their reports

Statutory auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. A.N. Garg & Co, Chartered Accountants (ICAI Firm Registration No. 004616N) New Delhi were appointed as Statutory Auditors at 33rd Annual General Meeting (AGM) of the Company held on 25th September, 2017 for a term of5 consecutive years.

M/s. A.N. Garg & Co, Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors ofthe Company. The Reports given by the Statutory Auditors on the financial statements of the Company, the consolidated financial statements of the Company and its subsidiary for the financial year ended March 31, 2020, form part of this Annual Report. There has been no qualification, reservation or adverse remarks made by Statutory Auditors in their Reports. The Statutory Auditors have not reported any frauds to the Audit Committee under Section 143(12) ofthe Act.

Secretarial auditors AND their report

The Board of Directors of the Company has appointed NSP & Associates, Practicing Company Secretary (Certificate of Practice No. 10937), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2020 - 21.

The Company has received consent from NSP & Associates to act as the auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2021.

The Secretarial Audit Report for the financial year ended 31st March, 2020 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the Listing Regulations

(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the annexure-3 tothis report.

The Secretarial Compliance Report for the financial year ended 31st March, 2020, in relation to compliance of all applicable SEBI Regulations/ circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing Regulations is upload on the website of the Company.

The Secretarial Audit Report and/or Secretarial Compliance Report does report a remark of fine imposed by NSE for delay in filling the trading approval. The Company explored the legal remedies available and decided to approach the Honble SAT for their opinion.

Costaud itors

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner.

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. S. Shekhar & Co., Cost Accountants, (Firm Registration No. 000452) as the Cost Auditor of the Company to conduct the audit of cost records of certain products for the financial year 2020 – 21 at a remuneration of Rs. 50,000/-

. As required under the Companies Act, 2013, the remuneration payable to the cost auditors is required to be placed before the members, for ratification. The Board recommends the ratification of remuneration of cost auditors of the company.

In terms of Section 148 of the Companies Act, 2013, the company had appointed M/s S.Shekhar & Co. Cost Accountants as the Cost Auditors of the Company to audit the Cost records for the FY 2019-20, M/s S. Shekhar & Co. Cost Auditors shall submit their report to the company in due course oftime .

14. Particulars of loans, guarantees or INVESTMENTS under section 186

Details of Loans, guarantees and investments covered under Section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014, as on 31st March, 2020 are given in Note No. 15 to the Financial statements forming part of this Annual report.

15. Related party transactions

During the financial year 2019-20, the Company entered into transactions with related parties as defined under Section 2 (76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions in accordance with policy of the company on materiality of related party transactions. In view of the above, disclosure in Form AOC-2 is not applicable. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note 36 to the Standalone Financial Statements of the Company.

The policy on Related Party Transactions is available on the website of the Company at http://hitechpipes.in/pdf/Codes%20and% 20 policies% 20P1/ Policy _ on_Dealing_ with_ Related_Party_Transactions.pdf

16. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unclaimed or unpaid deposits lying with the company for the year under review.

17. Management discussion AND analysis report

The Management Discussion and Analysis Report on Companys operational performance, industry trends and other required details prepared in compliance of Regulation 34 of the Listing Regulations forms part of this Annual Report.

18. Corporate social responsibility

The Corporate Social Responsibility Committee comprises of:

Name of the Members Status Nature of Directorship
Mr. Anish Bansal Chairman Whole Time Director
Mrs. Neerja Kumar Member Non-Executive Independent Director
Mr. Ajay Kumar Bansal Member Managing Director

Mr. Anish Bansal is the Chairman of the Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in annexure-4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy has been uploaded on the companys website and same may be accessed at the link given hereunder: http://hitechpipes.in/pdf/Codes%20and%20 policies%20P1/CSR_Policy.pdf

19. DETAILS PURSUANT TO SECTION 197(12) OF THE companies Act, 2013

Details pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as annexure-5.

20. CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed, secretarial compliances, reporting, intimations etc. Under the Companies Act, 2013, Listing Agreements and other applicable laws, rules and regulations are noted in the Board/Committee meeting from time to time. The Company has implemented several best Corporate Governance

Practices as prevalent globally.

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (LODR), 2015 forms part of this report.

21. Risk management

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The objective of Risk Management at Hi Tech Pipes Limited is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employees job.

The Company has adopted Risk Management Policy which is aimed at creating and protecting Shareholders value by minimizing threats and losses and identifying and maximizing opportunities. Your Directors periodically review the risk associated with business or threatens the prospects of the Company.

22. FORMAL ANNUAL EVALUATION

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board has carried out the performance evaluation of all the Directors (including Independent Directors) on the basis of recommendation of Nomination and Remuneration Committee and the criteria formulated for the performance evaluation. The evaluation of the Board and of the various committees was made on the basis of the following assessment criteria:

(i) Adequacy of the constitution and composition of the Board and its Committees

(ii) Understanding of the Companys principles, values, philosophy and mission statement

(iii) Matters addressed in the Board and Committee meetings

(iv) Effectiveness of the Board and its Committees in providing guidance to the management of the Company

(v) Processes followed at the meetings

(vi) Board s focus, regulatory compliances and Corporate Governance The performance of the Committees was also evaluated by the members of the respective Committees on the basis of the Committee effectively performing the responsibility as outlined in its Charter/Terms of reference. Similarly, the evaluation of the Independent Directors and other individual Directors performance was made by the entire Board, on the basis of the following assessment criteria:

(i) Attendance and active participation in the Meetings

(ii) Contribution in Board and Committee Meetings

(iii) Execution and performance of specific duties, obligations, regulatory compliances and governance The Board members had submitted their response for evaluating the entire Board and respective Committees of which they are members.

23. Significant AND material orders passed BY the regulators or courts

During the period under Review, no material order has been passed by any Regulator or Court excepting to the extent as may be mentioned in Notes to Accounts attached to the Financial Statements forming part of this Annual Report.

24. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with the requirements of the provisions of Section 177 of the Act read with Regulation 22 of the Listing Regulations, the Board has established a vigil mechanism for Directors, employees and other stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companys Policies. The policy is available on the website of the Company at http://www.hitechpipes.in/ pdf/Codes%20and%20policies%20P1/Vigil_ Mechanism_Policy.PDF

25. Policy on protection of women from sexual harassment

The Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places. The Company has in place a robust policy on Protection of Women from Sexual Harassment in line with the requirements of the Sexual Harassment of Woman at the Workplace ( P revention, Prohibition & Redressal) Act, 2013. The Policy applies to, in relation to a workplace, a woman, of any age whether employed or not, all categories of employees of the company, including permanent, management, workmen, trainees, probationers and contract employees of all cadres at its workplace or outside on offcial duty. An Internal Complaints Committee (ICC) has been set up to redress complaints received on sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee members are as mentioned below:

Icc Members Designation
Ms. Tanvi Kumar Independent Director (CHAIRMAN)
Ms. Neetu Sharma Head-Human Resource Department

During the year, no complaints on sexual harassment were received by the Committee.

26. Adequacyofinternal financial controls

Hi-Tech has adequate system of internal controls commensurating with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately. Your Company has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. During the year, M/s. Goyal & Goyal, Chartered Accountants were re-appointed as the Internal Auditors by the Board of Directors of the Company for the FY 2020-21. The audit scope and plans of internal audit are approved by the Board every year.

27. CONSERVATION OF ENERGY, TECHNOLOGY

Absorption AND foreign exchange earnings AND outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in annexure-6 and forms part of this Report.

28. Acknowledgements

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer Satisfaction. We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results. We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

Form No. Mgt-9

extract of ANNUAL return

As on the financial year ended on March 31, 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 L27202DL1985PLC019750
Registration Date 02/01/1985
Name of the Company Hi-Tech Pipes Limited
Category of the Company Company limited by Shares
Sub-Category of the Company Non-Govt. Company
Address of the Registered office and contact Details 505, Pearls Omaxe Tower, Netaji Subhash Place, Pitampura, New Delhi- 110034 Tel.No. - +91-11-48440050 Fax: +91-11-48440055 Info@hitechpipes.in, www.hitechpipes.in
Whether Listed Company: Yes/No Yes
Name, Address and Contact details of the Registrar And Transfer Agent, if any Bigshare Services Private Limited
(Mumbai Office)
E- 2/3, Ansa Industrial Estate, Saki-Vihar Road
Sakinaka Andheri (East), Mumbai- 400072
Tel. No.: 011 2352 2373
Fax: 91-22-2847 5207
For Investor queries/grievance
E-mail: investor@bigshareonline.com
Bigshare Services Pvt. Ltd.
(Delhi Office)
302, Kushal Bazar, 32-33, Nehru Place, New
Delhi-110019
Tel: 011- 42425004

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company:

S. No. Name and description of main products/services NIC Code of the Product/service % of total turnover

Of the Company

1. Steel Tubes & Pipes 24311 79%
2. Flat Steel 24105 18%
3. Engineered Produts 24319 3%

III. Particulars of holding, subsidiary AND associate companies

S. No Name & Address of the Company Cin/GLN Holding/ Subsidiary/ Associate % of Shares Held Applicable Section
1. HTL Metal Private Limited 501, Pearls Omaxe Tower, Netaji Subhash Place, Pitampura, New Delhi 110034 U27320DL2011PTC214435 Subsidiary 100 2 (87)
2. HTL Ispat Private Limited 501, Pearl Omaxe Tower, Netaj Subhash Place, Pitampura, New Delhi-110034 U27100DL2011PTC214434 Subsidiary 100 2(87)
3. Hitech Metalex Pvt. Ltd. GF 10, Pearl Omaxe Tower, Netaj Subhash Place, Pitampura, New Delhi-110034 U27310DL2019PTC356455 Subsidiary 100 2(87)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) CATEGORY-WISE SHAREHOLDING

SR No. Category of Shareholder No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total Shares Total % Demat Physical Total Shares Total % % Change
(A) Shareholding of Promoter and Promoter Group
1 Indian
a) INDIVIDUAL / HUF 5443877 0 5443877 50.87 5557877 0 5782877 52.93 2.06
b) Central / State government(s) 0 0 0 0.00 0 0 0 0.00 0.00
c) bodies corporate 1068000 0 1068000 9.98 1068000 0 1068000 9.77 (0.21)
d) financial institutions / banks 0 0 0 0.00 0 0 0 0.00 0.00
e) ANY oTHERS (Specify)
1 group companies 0 0 0 0.00 0 0 0 0.00 0.00
2 directors RELATIVES 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL : 6511877 0 6511877 60.85 6625877 0 6850877 62.70 1.85
Shareholding of Promoter and Promoter Group
2 Foreign
a) BoDIES Corporate 0 0 0 0.00 0 0 0 0.00 0.00
b) INDIVIDuAL 0 0 0 0.00 0 0 0 0.00 0.00
c) institutions 0 0 0 0.00 0 0 0 0.00 0.00
d) qualified foreign investor 0 0 0 0.00 0 0 0 0.00 0.00
e) ANY oTHERS (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL : 0 0 0 0.00 0 0 0 0.00 0.00
Total Public Shareholding 6511877 0 6511877 60.85 6625877 0 6850877 62.70 1.85
(B) Public shareholding
3 Institutions
a) Central / State government(s) 0 0 0 0.00 0 0 0 0.00 0.00
b) FINANCIAL INSTITuTioNS / BANKS 34252 0 34252 0.32 6001 0 6001 0.05 (0.27)
c) mutual funds / uti 0 0 0 0.00 0 0 0 0.00 0.00
d) VENTURE CApiTAL FUNDS 0 0 0 0.00 0 0 0 0.00 0.00
e) INSURANCE CoMpANIES 0 0 0 0.00 0 0 0 0.00 0.00
f) FIIS 0 0 0 0.00 0 0 0 0.00 0.00
g) FoREIGN VENTURE CApiTAL investors 0 0 0 0.00 0 0 0 0.00 0.00
h) QUALIFIED FoREIGN investor 0 0 0 0.00 0 0 0 0.00 0.00
i) ANY oTHERS (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
j) foreign portfolio investor 111500 0 111500 1.04 126490 0 126490 1.16 0.12
k) ALTERNATE INVESTMENT FUND 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL : 145752 0 145752 1.36 132491 0 132491 1.21 (0.15)
(B) Public shareholding
4 Non-institutions
a) BoDIES Corporate 477362 0 477362 4.46 332367 0 332367 3.04 (1.42)
b) INDIVIDUAL
1 (CApiTAL Upto To Rs. 1 Lakh) 1091245 0 1091245 10.20 1106950 0 1106950 10.13 (0.07)
2 (CApiTAL GREATER THAN Rs. 1 Lakh) 1706675 0 1706675 15.95 1828921 0 1828921 16.74 0.79
c) ANY oTHERS (Specify)
1 HINDU UNDIVIDED FAMILY 368339 0 368339 3.44 247461 0 247461 2.26 (1.18)
2 TRUSTS 2340 0 2340 0.02 0 0 0 0.00 (0.02)
3 CLEARING MEMBER 333619 0 333619 3.12 281695 0 281695 2.58 (0.54)
4 NoN RESIDENT INDIANS (NRI) 681 0 681 0.01 0 0 0 0.00 (0.01)
5 NoN RESIDENT INDIANS (repat) 10779 0 10779 0.10 88085 0 88085 0.81 0.71

 

6 NON RESIDENT INDIANS (NON REPAT) 52431 0 52431 0.49 57253 0 57253 0.52 0.03
7 DIRECTORS RELATIVES 0 0 0 0.00 0 0 0 0.00 0.00
8 EMPLOYEE 0 0 0 0.00 0 0 0 0.00 0.00
9 overseas bodies corporates 0 0 0 0.00 0 0 0 0.00 0.00
10 unclaimed suspense account 0 0 0 0.00 0 0 0 0.00 0.00
11 iepf 0 0 0 0.00 0 0 0 0.00 0.00
d) qualified foreign investor 0 0 0 0.00 0 0 0 0.00 0.00
e) NBFCs registered with RBI 0 0 0 0.00 0 0 0 0.00 0.00
sub total : 4043471 0 4077574 38.10 3942732 0 3942732 36.09 (1.70)
Total Public Shareholding 4189223 0 4223326 39.47 4075223 0 4075223 37.30 (2.17)
(C) Shares held by Custodians and against which Depository Receipts have been issued
f) SHARES HELD BY CuSTODIANS 0 0 0 0.00 0 0 0 0.00 0.00
12 Promoter and Promoter Group 0 0 0 0.00 0 0 0 0.00 0.00
13 Public 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL : 0 0 0 0.00 0 0 0 0.00 0.00
Total Public Shareholding 0 0 0 0.00 0 0 0 0.00 0.00
GRAND TOTAL 10701100 0 10701100 100.00 10926100 0 10926100 100.00 0.00

NOTES :

1) Name, number of shares held & percentage of entities / persons holding more than 1% of the total shares of the Company.

i) Shareholding of Promoters & Promoter Group

SL No Shareholders Name

Shareholding at beginning of the year

Shareholding at the end of the year

No of Shares % of total Shares of the Company % of Shares pledged/ encumbered to total Shares No of Shares % of total Shares of the Company % of Shares pledged/ encumbered to total Shares % Change
Promoters
1 AJAY KuMAR BANSAL 1520677 14.21 0.27 1530677 14.0094 0.27 (0.20)
2 ANISH BANSAL 767600 7.17 0.00 1066600 9.7619 0.00 2.59
Promoter Group 0.00
3 PARVEEN BANSAL 1019200 9.52 0.00 1039200 9.5112 0.00 (0.01)
4 VIPuL BANSAL 827600 7.73 0.00 837600 7.6660 4.12 (0.07)
5 AJAY KuMAR & SoNS 520800 4.87 0.00 520800 4.7666 0.00 (0.10)
6 SHWETA BANSAL 551200 5.06 0.00 551200 5.0448 0.00 (0.01)
7 NARESH KuMAR BANSAL 8800 0.08 0.00 8800 0.0805 0.00 (0.00)
8 KuMuD BANSAL 48000 0.45 0.00 48000 0.4393 0.00 (0.01)
9 KRATI BANSAL 72000 0.67 0.00 72000 0.6590 0.00 (0.01)
10 RICHI BANSAL 108000 1.00 0.00 108000 0.9885 0.00 (0.02)
11 HI-TECH AGRoVISioN PRIVATE LIMITED 516000 4.82 0.00 516000 4.7226 0.00 (0.10)
12 AKS BuiLDCoN PRIVATE LIMITED 552000 5.15 552000 5.0521 0.00 (0.11)
TOTAL 6511877 60.85 6850877 62.7019 4.39 1.85

Iii) Change in Promoters Shareholding

SR NO Name

Shareholding

Date Increase/ Decrease in Share- holding Reason

Cumulative Shareholding during the year

No. of Shares At the Beginning (01/04/2019)/ end of the year (31/03/2020) % total Shares of the Compnay No of Shares % total Shares of the Compnay
1 AJAY KuMAR BANSAL 1496574 13.99 30-Mar-2019 1496574 13.99
14.21 12-Apr-2019 24,103 Buy 1520677 14.21
13.70 03-Jan-2020 10,000 Buy 1530677 14.01
1530677 14.01 31-Mar-2020 1530677 14.01
2 PARVEEN BANSAL 1019200 9.52 30-Mar-2019 1019200 9.52
9.33 31-Dec-2019 20,000 Buy 1039200 9.51
1039200 9.51 31-Mar-2020 1039200 9.51
3 anish BANSAL 767600 7.17 30-Mar-2019 767600 7.17
8.03 16-Sep-19 1,00,000 Preferential Allotment 867600 8.03
9.08 25-Sep-19 1,25,000 Preferential Allotment 992600 9.08
9.27 27-Dec-2019 20,000 Buy 1012600 9.27
9.50 06-Mar-2020 25,000 Buy 1037600 9.50
9.67 27-Mar-2020 19,000 Buy 1056600 9.67
9.76 31-Mar-2020 10,000 Buy 1066600 9.76
1066600 9.76 31-Mar-2020 1066600 9.76
4 vipul BANSAL 827600 7.73 30-Mar-2019 827600 7.73
7.67 28-Feb-2020 10,000 Buy 837600 7.67
837600 7.67 31-Mar-2020 837600 7.67
5 AKS BuiLDCoN private 552000 5.16 30-Mar-2019 552000 5.16
limited 552000 5.05 31-Mar-2020 552000 5.05
6 SHWETA BANSAL 541200 5.06 30-Mar-2019 541200 5.06
5.04 12-Apr-2019 10,000 Buy 551200 5.04
551200 5.04 31-Mar-2020 551200 5.04
7 AJAY KuMAR & SoNS 520800 4.87 30-Mar-2019 520800 4.87
520800 4.77 31-Mar-2020 520800 4.77
8 HI-TECH AGRoVISioN PRIVATE LIMITED 516000 4.82 30-Mar-2019 516000 4.82
516000 4.72 31-Mar-2020 516000 4.72
9 RICHI BANSAL 108000 1.01 30-Mar-2019 108000 1.01
108000 0.99 31-Mar-2020 108000 0.99
10 KRATI BANSAL 72000 0.67 30-Mar-2019 72000 0.67
72000 0.66 31-Mar-2020 72000 0.66
11 KuMuD BANSAL 48000 0.45 30-Mar-2019 48000 0.45
48000 0.44 31-Mar-2020 48000 0.44
12 NARESH KuMAR BANSAL 8800 0.08 30-Mar-2019 8800 0.08
8800 0.08 31-Mar-2020 8800 0.08

Iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of gdrs and adrs)

SR Name No.

Shareholding

Date

Increase/ Decrease in

Reason

Cumulative Shareholding during the year

No. of Shares At the Beginning (01/04/2019)/ end of the year (31/03/2020)

% total Shares of the Compnay

Shareholding

No of Shares

% total Shares of the Compnay

1 MAHESH DINKAR VAZE

340000

3.18

30-Mar-2019

0

340000

3.18

340000

3.18

31-Mar-2020

0

340000

3.18

2 GADAKH UDAYAN SHANKARRAO.

40200

0.38

30-Mar-2019

0

40200

0.38

0.61

05-Apr-2019

25000

Buy

65200

0.61

0.70

17-May-2019

9300

Buy

74500

0.70

0.41

09-Aug-2019

-31000

Sell

43500

0.41

0.25

16-Aug-2019

-16516

Sell

26984

0.25

0.23

23-Aug-2019

-2662

Sell

24322

0.23

0.70

25-Sep-2019

50178

Buy

74500

0.70

1.20

17-Jan-2020

53800

Buy

128300

1.20

1.26

07-Feb-2020

7000

Buy

135300

1.26

1.43

13-Mar-2020

17504

Buy

152804

1.43

152804

1.43

31-Mar-2020

0

152804

1.43

3 TRANSATLANTIC ARBITRAGE FuND ltd

110500

1.03

30-Mar-2019

0

110500

1.03

1.24

05-Apr-2019

22650

Buy

133150

1.24

1.17

07-Feb-2020

-7660

Sell

125490

1.17

125490

1.17

31-Mar-2020

0

125490

1.17

4 motilal oswal FINANCIAL Services LTD - CoLLATERAL account

110184

1.03

30-Mar-2019

0

110184

1.03

1.03

19-Apr-2019

30

Buy

110214

1.03

1.03

26-Apr-2019

-30

Sell

110184

1.03

1.03

03-May-2019

-30

Sell

110154

1.03

1.02

10-May-2019

-1061

Sell

109093

1.02

0.94

17-May-2019

-8539

Sell

100554

0.94

0.85

14-Jun-2019

-9619

Sell

90935

0.85

0.49

21-Jun-2019

-38650

Sell

52285

0.49

0.40

28-Jun-2019

-9435

Sell

42850

0.40

0.24

12-Jul-2019

-17150

Sell

25700

0.24

0.24

19-Jul-2019

315

Buy

26015

0.24

0.24

26-Jul-2019

-265

Sell

25750

0.24

0.35

02-Aug-2019

11921

Buy

37671

0.35

0.81

09-Aug-2019

48513

Buy

86184

0.81

0.97

16-Aug-2019

17398

Buy

103582

0.97

0.71

23-Aug-2019

-27693

Sell

75889

0.71

1.13

30-Aug-2019

45543

Buy

121432

1.13

1.16

06-Sep-2019

2509

Buy

123941

1.16

0.92

13-Sep-2019

-25739

Sell

98202

0.92

0.91

18-Sep-2019

-454

Sell

97748

0.91

0.42

25-Sep-2019

-52336

Sell

45412

0.42

0.43

11-oct-2019

220

Buy

45632

0.43

0.43

18-oct-2019

560

Buy

46192

0.43

0.41

25-oct-2019

-2173

Sell

44019

0.41

0.42

01-Nov-2019

410

Buy

44429

0.42

0.41

08-Nov-2019

-810

Sell

43619

0.41

0.43

15-Nov-2019

2548

Buy

46167

0.43

0.40

22-Nov-2019

-3198

Sell

42969

0.40

0.40

29-Nov-2019

-50

Sell

42919

0.40

0.39

06-Dec-2019

-743

Sell

42176

0.39

0.39

13-Dec-2019

-50

Sell

42126

0.39

0.40

20-Dec-2019

456

Buy

42582

0.40

0.39

27-Dec-2019

-370

Sell

42212

0.39

0.40

31-Dec-2019

300

Buy

42512

0.40

0.40

03-Jan-2020

-210

Sell

42302

0.40

0.75

10-Jan-2020

37826

Buy

80128

0.75

0.25

17-Jan-2020

-53306

Sell

26822

0.25

0.13

24-Jan-2020

-12535

Sell

14287

0.13

0.09

31-Jan-2020

-4329

Sell

9958

0.09

0.09

07-Feb-2020

-770

Sell

9188

0.09

0.09

14-Feb-2020

-5

Sell

9183

0.09

0.09

21-Feb-2020

15

Buy

9198

0.09

0.20

28-Feb-2020

11850

Buy

21048

0.20

0.29

06-Mar-2020

10447

Buy

31495

0.29

0.09

13-Mar-2020

-21712

Sell

9783

0.09

0.09

20-Mar-2020

-235

Sell

9548

0.09

0.09

27-Mar-2020

-65

Sell

9483

0.09

9483

0.09

31-Mar-2020

0

9483

0.09
5 DAYAL TAHILRAM PARWANI

0

0.00

30-Mar-2019

Sell

0

0.00

0.31

12-Jul-2019

33355

Buy

33355

0.31

0.45

19-Jul-2019

15000

Buy

48355

0.45

0.94

26-Jul-2019

52351

Buy

100706

0.94

0.94

02-Aug-2019

200

Buy

100906

0.94

0.95

11-oct-2019

700

Buy

101606

0.95

0.96

18-oct-2019

1497

Buy

103103

0.96

0.96

29-Nov-2019

-500

Sell

102603

0.96

102603

0.96

31-Mar-2020

0

102603

0.96
6 VIMAL SAGARMAL JAIN

83500

0.78

30-Mar-2019

0

83500

0.78

1.69

05-Apr-2019

97500

Buy

181000

1.69

181000

1.69

31-Mar-2020

0

181000

1.69
7 SHEELA VIMAL JAIN

90500

0.85

30-Mar-2019

0

90500

0.85

90500

0.85

31-Mar-2020

0

90500

0.85
8 AVRTRENDS INTERNATIONAL pVT ltd

90000

0.84

30-Mar-2019

0

90000

0.84

90000

0.84

31-Mar-2020

0

90000

0.84
9 VIMAL SAGARMAL JAIN

132000

1.23

30-Mar-2019

0

132000

1.23

0.49

05-Apr-2019

-79500

Sell

52500

0.49

0.47

21-Jun-2019

-2156

Sell

50344

0.47

0.46

28-Jun-2019

-1478

Sell

48866

0.46

0.44

05-Jul-2019

-1868

Sell

46998

0.44

0.44

12-Jul-2019

-226

Sell

46772

0.44

0.36

09-Aug-2019

-8772

Sell

38000

0.36

0.35

16-Aug-2019

-632

Sell

37368

0.35

0.35

23-Aug-2019

-313

Sell

37055

0.35

0.34

30-Aug-2019

-488

Sell

36567

0.34

0.33

06-Sep-2019

-846

Sell

35721

0.33

0.23

14-Feb-2020

-10996

Sell

24725

0.23

0.22

13-Mar-2020

-1482

Sell

23243

0.22

23243

0.22

31-Mar-2020

0

23243

0.22
10 SAIMALI NATH

0

0.00

30-Mar-2019

Sell

0

0.00

0.03

08-Nov-2019

3000

Buy

3000

0.03

0.13

15-Nov-2019

10804

Buy

13804

0.13

0.24

22-Nov-2019

11696

Buy

25500

0.24

0.27

29-Nov-2019

3001

Buy

28501

0.27

0.30

06-Dec-2019

4000

Buy

32501

0.30

0.45

10-Jan-2020

15500

Buy

48001

0.45

0.46

17-Jan-2020

1500

Buy

49501

0.46

0.58

24-Jan-2020

12500

Buy

62001

0.58

0.68

31-Jan-2020

10995

Buy

72996

0.68

0.68

07-Feb-2020

5

Buy

73001

0.68

0.69

06-Mar-2020

550

Buy

73551

0.69

0.72

13-Mar-2020

3445

Buy

76996

0.72

0.72

20-Mar-2020

4

Buy

77000

0.72

77000

0.72

31-Mar-2020

0

77000

0.72
11 pramod gupta huf

68989

0.64

30-Mar-2019

0

68989

0.64

68989

0.64

31-Mar-2020

0

68989

0.64

V). Shareholding of Directors and Key Managerial Personnel (kmps)

S. Particulars No.

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
A Directors:
1 Ajay Kumar Bansal 1520677 14.21% 1530677 14.00%
3 Anish Bansal 767600 7.17% 1066600 9.76%
B Key Managerial Personnel
1 -

-

-

-

-

V. INDEBTEDNESS

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

(Rs. In Lakh)

Particulars Secured Loans excluding Deposits Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) principal Amount 18755.41 251.99

-

19007.40
ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due 94.72

-

-

94.72
Total (i+ii+iii) 18850.13 251.99 - 19102.12
Change in Indebtedness during the financial year
Net Change 4638.75 377.24

-

5015.99
Indebtedness at the end of the financial year
i) principal Amount as on 31.03.2020 23416.15 629.23

-

24045.38
ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due as on 31.03.2020 72.73

-

-

72.73
Total (i+ii+iii) 23488.88 629.23 _ 24118.11

VI. DETAILS OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(Rs. In Lakhs)

S. Particulars of Remuneration No. Mr. Ajay Kumar Bansal (MD) Mr. Anish Bansal (WTD)
1 Gross Salary 96.00 60.00
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. 96.00 60.00
(b) Value of perquisites u/s17(2) Income-tax Act,1961

-

-

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 (A) 96.00 60.00
Ceiling as per the Act

The Managerial Remuneration is within the limit, as prescribed under the Companies Act,2013

B. Remuneration to other directors

S. Particulars of Name of Directors Total
No. Remuneration Ms. Tanvi Kumar Mr. P.K. Saxena Mr. Vivek Goyal Mr. Aiay Sahay* Mrs. Neerja Kumar Amount
1. Independent Directors Fee for attending Board 30000 120000 120000 60000 30000 360000
Committee Meetings - - - -
Remuneration by way of Commission others, please specify (1) - - - - -
2. other Non- Executive Directors Fee for attending Board Committee Meetings Commission others, please specify (2)
Total B = (1+2) 30000 120000 120000 60000 30000 360000
Total Managerial Remuneration (A+B) 30000 120000 120000 60000 30000 360000

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

(Rs. In Lacs)

S. Particulars of Remuneration

Key Managerial Personnel

No. Chief Financial Officer Company Secretary Total
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. 18.0 6.00 24.00
(b) Value of perquisites u/s17(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 (A) 18.0 6.00 24.00

V. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies Act/ SEBI LoDR, 2015 Brief Description Details of Penalty/ Punishment/ Compounding fees Imposed Authority [RD /NCLT/ COURT] Appeal made, if any (give details)
A. Company
Penalty SEBI/HO/ CFD/DIL2/ CIR/P/2019/94 fine imposed under SEBI circular sebi/ho/ CFD/DH2/ CIR/P/2019/94 dated August, 2019 for not filing the trading approval within 7 days of listing approval 10,38,400 NSE Yes, the Company has decided to approach Honble SAT against the fine imposed
Punishment
Compounding
B. Directors
Penalty
Punishment
Compounding
C. Other officers in default
Penalty
Punishment
Compounding