JVL Agro Industries Ltd Directors Report.

DEAR MEMBERS,

As informed to the members last year, the National Company Law Tribunal ("NCLT") Allahabad Bench, vide order dated 25th July, 2018 ("Insolvency Commencement Order") has initiated Corporate Insolvency Resolution Process ("CIRP") based on the petition !led by the Standard Chartered Bank under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Subsequently, the Honble Tribunal vide order dated 10th September, 2018, appointed Mr. Supriyo Kumar Chaudhuri (IP Registration No. IBBI/ IPA-001/IP-P00644/2017-18/11098) as Resolution Professional (RP) to manage the a"airs of the Company in accordance with the provisions of the Code.

The Committee of Creditors has not approved any Resolution Plans for the Company, hence, the Resolution Professional (RP) has !led an application for Liquidation under Section 33(1) of the Insolvency and Bankruptcy Code, 2016 on 29th July, 2019 before the Honble National Company Law Tribunal, Allahabad Bench. The same is yet to be decided by the afore-mentioned Tribunal.

Presentation on Thirtieth Annual Report on the business and operations of your Company along with the summary of the Standalone and Consolidated Financial Statements for the year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS

The summarized standalone and consolidated financial results of your Company are given in the table below:

( in Crores)
Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Sales including other Income 1,195.36 3,207.26 1,195.36 3,461.56
Profit/(Loss) before Depreciation (including exceptional item) (473.58) (305.28) (473.61) (318.01)
Depreciation 20.73 19.80 20.73 19.80
Profit/(Loss) after Depreciation (494.31) (325.08) (494.34) (337.81)
Provision for Taxation - - - -
Deferred Tax 427.15 (405.35) 427.15 (405.35)
Add: MAT Credit - - - -
Profit/(Loss) after Tax (921.46) 80.27 (921.49) 67.54

The year under review has been quite challenging. During the period, based upon the Standalone Financial Statements, the Revenue of the Company stood at 1,187.56 crores, the Net Loss at 921.46 crores and the Reserve & Surplus position (Other Equity as per IND-AS) at (1,319.21) crores.

The Consolidated Revenue and the Reserve & Surplus position of the Company stood at 1,195.36 crores and (1,321.47) crores respectively.

STATE OF COMPANYS AFFAIRS

The Company is presently undergoing CIRP and is being operated as a going concern under the control and supervision of Resolution Professional.

DIVIDEND

In view of the loss for the period and the undergoing CIRP, no dividend has been recommended for the financial year ended 31st March, 2019.

TRANSFER TO RESERVES

The Company has not transferred any amount to Capital Reserves for the financial year ended on 31st March, 2019.

SHARE CAPITAL

During the year under review, there has been no change in the capital structure of the Company.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Rajani Pandey (DIN: 08156509) was appointed as an Independent Director of the Company w.e.f. 28th June, 2018, whose appointment had since been approved by the members at the Annual General Meeting for Financial Year 2017-18, held on 21st January 2020. Barring this, there has been no change in the composition of the Board of Directors or the Key Managerial Personnel during the period.

Mr. Adarsh Jhunjhunwala (DIN: 01602305), Director of the Company will be retiring by rotation at the ensuing Annual General Meeting.

As per Section 196 of the Companies Act, 2013, the tenure of Mr. Dina Nath Jhunjhunwala and Mr. Adarsh Jhunjhunwala, Whole-time Directors of the Company have expired w.e.f. 1st October, 2018. The Company had proposed to re-appoint them for a further period of five years but the existing directors have expressed their unwillingness to continue as Whole-time Directors.

Further, the tenure of Mr. S. N. Jhunjhunwala, Managing Director has also expired on the same date and he has been disqualified under Section 164(2) by the Ministry of Corporate A!airs.

At present, the power of the Board is suspended due to commencement of CIRP and also the management of the Company cannot be changed without the prior approval of the Committee of Creditors.

It may further be noted that, pursuant to the order passed by the Honble NCLT for commencement of the CIRP and in line with the provisions of the Code, the powers of the Board of Directors stand suspended and is being exercised by the Resolution Professional.

FORMATION OF VARIOUS COMMITTEES

The composition of the Board Committees is not in accordance with the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred as "SEBI (LODR) Regulations, 2015"}. However, the details of various committees constituted under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are given in the Corporate Governance Report which forms part of this report.

Further, it may be noted that since the powers of the Board of Directors have been suspended pursuant to the order dated 25th July, 2018, issued by the Honble National Company Law Tribunal (NCLT), Allahabad Bench, the powers of the various committees have also been suspended and hence no meetings have been conducted after commencement of CIRP.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has not received any declarations from Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In the past, prior to commencement of CIRP, the Independent Directors were provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices.

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Since the Company is under CIRP and the entire Board is suspended, no formal evaluation of the Board has taken place for the financial year 2018-19.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

As disclosed earlier year, the Honble National Company Law Tribunal, Allahabad Bench, vide its order dated 25th July, 2018, has initiated Corporate Insolvency Resolution Process as per the Insolvency and Bankruptcy Code, 2016 and appointed Mr. Supriyo Kumar Chaudhuri as Resolution Professional.

The Resolution Professional had filed an application before the Honble Tribunal for liquidation of the Company.

MEETINGS OF THE BOARD

Before the commencement of CIRP, three meetings of the Board of Directors were held on 2nd April, 2018, 5th May, 2018 and 28th June, 2018.

The power of Board of Directors of the Company stood suspended but for updation of financial results, Resolution Professional held the meeting with Key Managerial Personnel during the period under the review.

EXTRACT OF ANNUAL RETURN OF THE COMPANY

As provided under Section 92(3) of the Companies Act, 2013, the extract of Annual Return is given as Annexure-I in the prescribed Form MGT-9, which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions (RPT) that were entered into by the Company during the financial year under review were on an arms length basis and in the ordinary course of business and hence disclosure in Form AOC-2 in terms of Section 134 read with Section 188 of the Companies Act, 2013 is not required and does not form part of this report. Further, no material significant related party transactions during the period under review were entered by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. However, details of all related party transactions are given in notes to Accounts.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments are given in notes to Financial Statements.

AUDITORS & AUDITORS REPORT

Statutory Auditor

At the 29th Annual General Meeting (AGM) held on 21st January, 2020, the Company had appointed M/s. A. K. Agrawal & Co., Chartered Accountants, as Statutory Auditors of the Company for a period of five years till the conclusion of 34th AGM of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. However, the Companies Amendment Act, 2017 has come into force on 7th May, 2018 and the requirement of ratification of auditors in every AGM has been done away with. Hence, M/s. A. K. Agrawal & Co., Chartered Accountants, will hold o"ce for 5 years and they would not be subject to ratification during their continuation in the o"ce of the Auditors of the Company.

The Auditors have audited standalone and consolidated financial statements of the Company for the Financial Year ended 31st March, 2019 and no fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

The notes referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. However, the Auditors have issued a qualified audit report in the respect of the Financial Statements for the year 2018-19 specifying certain matters relating to the period prior to commencement of Corporate Insolvency Resolution Process (CIRP) of the Company pursuant to the order passed by the Honble NCLT, Allahabad Bench, dated 25th July, 2018 for which the erstwhile Directors are obligated to clarify and respond which have not been forthcoming.

The Pre CIRP matters commented upon by the Auditors be issuing a qualified audit report where beyond the control of the Resolution Professional (RP).

Internal Auditor

Based on the decision of Committee of Creditors (CoC) meeting dated 2nd May, 2019, the Company had not appointed any Internal Auditor as per Section 138 of the Companies Act, 2013 for the financial year 2018-19.

Cost Auditor

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and get audit of its cost records conducted by a Cost Accountant. The Company has appointed Mr. Sachin Chhaparia., Cost Accountant, as the Cost Auditor to conduct the cost audit for the Financial Year 2018-19 in place of earlier Cost Auditor, M/s. S. K. Saxena Verma & Co., as they are unwilling to give their report for financial year 2018-19.

Secretarial Auditor

The Resolution Professional in its meeting with Key Managerial Personnel had appointed M/s. KPA & Co., Practicing Company Secretaries Firm (represented by Mr. Koshal Agarwal, Practicing Company Secretary and Partner of the Firm), as the Secretarial Auditor of the Company for the financial year 2018-19. The report of the Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure-II.

The Secretarial Audit Report is self-explanatory and therefore do not call for any further comments.

The Company has failed to comply with the provisions of applicable acts and laws due to non-cooperation of the Board and Company Secretary which in turn resulted in qualified Secretarial Audit Report.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATES

The particulars of subsidiary and associates are given in Form MGT-9 which forms part of this report. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary are given in Form AOC-1 (Annexure-III) which forms part of this annual report. The financial statements of the associate companies are not available with the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on the website of the Company i.e. www.jvlagro.com.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed are provided in Annexure-IV to this report.

RISK MANAGEMENT POLICY

Hedging, in finance, is a risk management strategy. It deals with reducing or eliminating the risk of uncertainty. The aim of this strategy is to restrict the losses that may arise due to unknown fluctuations in the investment prices and to lock the profits therein. It works on the principle of o!setting i.e. taking an opposite and equal position in two di!erent markets. The company mitigates its risk through some extent through hedging.

MANAGERIAL REMUNERATION

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as Annexure-V and forms a part of the Boards Report.

There are no employees who are in receipt of remuneration in excess of the limit specified under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the remuneration paid to executive directors is in violation of Section 197 read with Schedule V of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism (Whistle Blower Policy). This policy is formulated to provide a secure environment and to encourage the individuals to report unethical, unlawful or improper practices, acts or activities that may be taking place in the Company and to prohibit senior managerial personnel from taking any adverse action against those individuals who report such practices in good faith.

CORPORATE GOVERNANCE

The Company has always taken adequate steps to adhere to all the stipulations laid down in SEBI (LODR) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Compliance Certificate from M/s. KPA & Co., Practicing Company Secretaries Firm confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 is included as a part of this report.

SYSTEM FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place the system for prevention of sexual harassment of women at workplace in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 notified by the Ministry of Women & Child Development. This system prohibits, prevents or deters the commission of acts of sexual harassment of women at workplace and adequate procedures are in place for redressal of complaints pertaining to sexual harassment. The Internal Audit Committee of the Company is authorized to investigate the cases of sexual harassment of women at workplace.

During the year under review, no complaints have been received from any of the women employees from any location or unit of the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As required under Section 135 of Companies Act, 2013, the Company has constituted CSR Committee. However, it is not required to spend any amount as CSR activities as the Company is under loss.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company does not have adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and the auditors have reportable material weakness in their report which is self explanatory and does not require any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 and based on the reviews performed by the management, the confirmation is hereby given for the Company having: a) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures; b) 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 a!airs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) taken proper and su"cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) prepared the annual accounts on a going concern basis; e) not laid down internal financial controls to be followed by the Company and that such internal financial controls are inadequate and were not operating e!ectively; and f) not devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were inadequate, not operating e!ectively and the same are not being strengthened on continuous basis from time to time.

INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company are not available hence no opinion can be given on their integrity, expertise and experience.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report is presented in separate section forming part of the Annual Report.

MATERIAL CHANGES & COMMITMENTS

On 29th July, 2019, the Resolution Professional had applied to Honble National Company Law Tribunal, Allahabad Bench for liquidation of Company since no Resolution Plan was approved by the Committee of Creditors.

OTHER DISCLOSURE REQUIREMENTS

• The disclosures and reporting with respect to issue of equity shares with di!erential rights as to dividend, voting or otherwise is not applicable as the Company has not issued any such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity shares and issue of shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any such shares during the reporting period.

• As far as possible, the Company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2.

• There is no change in the nature of the business of the Company.

ACKNOWLEDGMENT

The Board of Directors (suspended during CIRP) wish to express appreciation for the support and co-operation of the Committee of Creditors, various departments of Central and State Governments, Bankers, Financial Institutions, Suppliers, Employees and Associates.

For JVL Agro Industries Limited

(Company under Corporate Insolvency Resolution Process)

Ramesh Chander Garg

(Chief Financial O!cer)

Date: 16th March, 2020 Place: Kolkata

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the Financial Year ended on 31st March, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN L15140UP1989PLC011396
Registration Date 17/11/1989
Name of the Company JVL Agro Industries Limited
Category/Sub-Category of the Company Listed Public Limited Company
Address of the Registered O!ce & Contact Details Village Tilmapur, Ghazipur Road, Ashapur, Varanasi – 221007 (U.P.) India
Whether Listed Company Yes on BSE Limited & National Stock Exchange of India Limited
Name, Address and Contact Details of Registrar MCS Share Transfer Agent Limited
& Transfer Agents (RTA), if any Sri Venktesh Bhavan
F-65, 1st Floor, Okhla Industrial Area, Phase-I,
New Delhi 110020

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

Sl. No. Name and Description of main products/services NIC Code of the product/service % to Total Turnover of the Company
1 Manufacture and sale of vegetable oils and fats (other than hydrogenated) 1040 100.00%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN/GLN Holding /Subsidiary/ Associate % of Shares held Applicable Section
1 JVL Overseas Pte. Ltd. No: 1 North Bridge Road, #18-07, High Street Centre, Singapore – 179094 200714169R Subsidiary 99.99 2(87)
2. JVL Mega Food Park Private Limited U15400UP2014PTC064008 Associate 25% 2(6)
3. Adamjee Extraction Private Limited Sri Lanka Associate 25% 2(6)

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

Statement Showing Shareholding Pattern

Category code Category of Shareholder Number of Shareholders Total number of shares Number of shares held in dematerialized form

Total shareholding as a percentage of total number of shares As a % of As a % of

Shares pledged or otherwise encumbered Number of As a

(A+B)1 (A+B+C) shares percentage
(IX)= (VIII)/
(I) (II) (III) (IV) (V) (VI) (VII) (VIII)
(A) Shareholding of Promoter and Promoter Group (IV)*100
1 Indian
(a) Individuals/ Hindu 8 26609637 26609637 15.84 15.84 20065430 75.41
Undivided Family
(b) Central Government/ - - - - - - -
State Government(s)
(c) Bodies Corporate 4 58757388 58757388 34.99 34.99 16075000 27.36

Statement Showing Shareholding Pattern

Category code Category of Shareholder Number of Shareholders Total number of shares Number of shares held in dematerialized form

Total shareholding as a percentage of total number of shares

Shares pledged or otherwise encumbered

As a % of (A+B)1 As a % of (A+B+C) Number of shares As a percentage
(IX)= (VIII)/
(I) (II) (III) (IV) (V) (VI) (VII) (VIII)
(IV)*100
(d) Financial institutions/ - - - - - - -
Banks
(e) Any Others (Specify)
(e-i) JVL Sewa Trust 1 7419000 7419000 4.42 4.42 - -
Sub Total(A)(1) 13 92786025 92786025 55.25 55.25 36140430 38.95
2 Foreign
(a) Individuals (Non- - - - - - - -
Residents Individuals/
Foreign Individuals)
(b) Bodies Corporate - - - - - - -
(c) Institutions - - - - - - -
(d) Qualified Foreign Investor - - - - - - -
(e) Any Others (Specify) - - - - - - -
Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00
Total Shareholding of 13 92786025 92786025 55.25 55.25 36140430 38.95
Promoter and Promoter
Group (A)= (A)(1)+(A)(2)
(B) Public Shareholding
1 Institutions
(a) Mutual Funds/ UTI - - - - - - -
(b) Financial Institutions / 5 85233 6233 0.05 0.05 - -
Banks
(c) Central Government/ - - - - - - -
State Government(s)
(d) Venture Capital Funds - - - - - - -
(e) Insurance Companies - - - - - - -
(f) Foreign Institutional 2 19790683 19790683 11.78 11.78 - -
Investors
(g) Foreign Venture Capital - - - - - - -
Investors
(h) Qualified Foreign Investor - - - - - - -
(i) Any Other (specify) - - - - - - -
Bodies Corporate 4 22435318 22435318 13.36 13.36 - -
Sub-Total (B)(1) 11 42311234 42311234 25.19 25.19 - -
2 Non-Institutions
(a) Bodies Corporate 223 2501531 2477531 1.49 1.49 - -
(b) Individuals
i. Individual shareholders 19958 27839841 26157721 16.58 16.58 - -
holding nominal share
capital up to 2 lakh
ii. Individual shareholders 5 1557196 1557196 0.93 0.93 - -
holding nominal share
capital in excess of 2
lakh
(c) Qualified Foreign Investor - - - - - - -
(d) NRI with Repat 149 448531 448531 0.27 0.27 - -
(e) NRI without Repat 61 152923 152923 0.09 0.09 - -
(f) Any Other (specify)
i. Trust & Foundations 1 321869 321869 0.19 0.19 - -
ii. NBFCs registered with RBI 2 20850 20850 0.01 0.01 - -
Sub-Total (B)(2) 20399 32842741 31136621 19.56 19.56 - -
Total Public Shareholding 20410 75153975 73340855 44.75 44.75 - -
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 20423 167940000 166154880 100.00 100.00 - -
(C) Shares held by Custodians and against which Depository Receipts have been issued
1 Promoter and Promoter - - - - - - -
Group
2 Public - - - - - - -
Sub-Total (C) 0 0 0 0 0 0 0
GRAND TOTAL 20423 167940000 166154880 100.00 100.00 36140430 38.95
(A)+(B)+(C)

(ii) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

Sl. No. Shareholders Name No. of Shares % of total Shares of the company % of Shares pledged/ encumbered as a % of entire share capital of the Company No. of shares % of total shares of the company % of Shares pledged/ encumbered as a % of entire share capital of the Company % of change in shareholding during the year
1. Mr. Dinanath Jhunjhunwala 6225200 3.71 1.79 6225200 3.71 3.71 -
2. Mr. Satya Narayan Jhunjhunwala 4465780 2.66 1.19 4465780 2.66 2.66 -
3. Mrs. Anju Jhunjhunwala 4909300 2.92 - 4909300 2.92 2.92 -
4. Mrs. Kishori Devi Jhunjhunwala 3296620 1.96 - 3296620 1.96 - -
5. Mrs. Uma Jhunjhunwala 20000 0.01 - 20000 0.01 - -
6. Mr. Vishwanath Jhunjhunwala 2716087 1.62 - 2716087 1.62 - -
7. Vishwanath Jhunjhunwala HUF 511500 0.30 - 511500 0.30 - -
8. Mr. Adarsh Jhunjhunwala 4465150 2.66 - 4465150 2.66 2.66 -
9. Nilambar Trexim & Credit (P) Ltd. 16912900 10.07 - 16912900 10.07 - -
10. Jhunjhunwala Gases Pvt. Ltd. 16075000 9.57 - 16075000 9.57 - -
11. Aryan Multibusiness Pvt. Ltd. 12000000 7.15 - 12000000 7.15 - -
12. JVL Sewa Trust 7419000 4.42 - 7419000 4.42 - -
13. Paharia Markets and Investment 13769488 8.20 - 13769488 8.20 - -
Pvt. Ltd.
Total 92786025 55.25 2.98 92786025 55.25 11.95 -

(iii) Change in Promoters Shareholding as on 31/03/2019 (please specify, if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Particulars No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year Date wise Increase/Decrease in Promoters Shareholding during the Year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat/equity etc.)

No changes during the year (92786025 fully paid equity shares of 1/- each)

At the end of the year

No changes during the year (92786025 fully paid equity shares of 1/- each)

(iv) Shareholding Pattern of top ten Shareholders as on 31/03/2019 (other than Directors, Promoters and Holders of GDRs and ADRs)

Shareholding at the beginning of the year

Shareholding at the end of the year

Sl. No. For Each of the Top 10 Shareholders No of shares % of total shares of the Company No. of shares % of total shares of the Company
1. ERISKA INVESTMENT FUND LTD 13319370 7.93 11914198 7.09
2. ASIA INVESTMENT CORPORATION (MAURITIUS) LTD 8551340 5.09 7876485 4.69
3. UTTAR PRADESH CARBON AND CHEMICALS LTD 7530100 4.48 7530100 4.48
4. JASRAPURIA SILK MILLS PVT LTD 7216218 4.29 7216218 4.29
5. SUBHAM COAL PROCESSORS PVT LTD 4887000 2.91 4887000 2.91
6. BENNETT, COLEMAN AND COMPANY LTD 2887537 1.71 2802000 1.67
7. KARVY STOCK BROKING LTD 527000 0.31 562294 0.33
8. NEELAM AGARWAL 963281 0.57 515214 0.30
9. USHA MANOHAR SHETTY 370000 0.22 370000 0.22
10. ANIRUDHA BUBNA TRUST 321869 0.19 321869 0.19

(v) Shareholding of Directors and Key Managerial Personnel

Sl. No. For Each of the Directors and KMP

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
1. Dina Nath Jhunjhunwala 6225200 3.71 6225200 3.71
2. Satya Narayan Jhunjhunwala 4465780 2.66 4465780 2.66
3. Adarsh Jhunjhunwala 4465150 2.66 4465150 2.66

V. INDEBTEDNESS

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

Secured Loans excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 993.59 - - 993.59
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 993.59 - - 993.59
Change in Indebtedness during the financial year
*Addition 980.13 - - 980.13
*Reduction - - - -
Net Change 980.13 - - 980.13
Indebtedness at the end of the financial year
i) Principal Amount 1,973.72 - - 1,973.72
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i +ii+iii) 1,973.72 - - 1,973.72

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

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

Sl. No. Particulars of Remuneration Mr. Dina Nath Jhunjhunwala, Executive Chairman Mr. Satya Narayan Jhunjhunwala, Managing Director Mr. Adarsh Jhunjhunwala, Whole Time Director Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 525,000 660,000 680,000 1,865,000
17(1) of the Income Tax Act, 1961
(b) Value of perquisites u/s 17(2) Income Tax Act, - - - -
1961
(c) Profits in lieu of salary under section 17(3) - - - -
Income tax Act, 1961
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission
- as % of profit - - - -
- others, specify - - - -
5 Others, please specify - - - -
Total (A) 525,000 660,000 680,000 1,865,000
Ceiling as per the Act

B. Remuneration to other Directors

I. Independent Directors :

Particulars of Remuneration Total Amount
()
Fee for attending Board / Committee Meetings -
Commission -
Others -
Total B (I) -
Ceiling as Per Act

II. Other Non-Executive Directors :

Particulars of Remuneration Total Amount
()
Fee for attending Board / Committee Meetings -
Commission -
Others -
Total B (II) -
Total B (I + II) -
Ceiling as Per Act

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

Sl No.. Particulars of Remuneration

Name of Key Managerial Personnel

Total
Mr. Kartik Agrawal, Company Secretary Mr. R. C. Garg, Chief Financial O!cer Amount ()
1 Gross Salary
a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 743,065 790,282 1,533,347
b) Value of perquisites under Section 17(2) of the - - -
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 (C) 743,065 790,282 1,533,347

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the Brief Details of Penalty Authority Appeal made, Companies Description / Punishment/ [RD / NCLT / if any (give Act Compounding COURT] details) fees imposed
A. COMPANY
Penalty The National Company Law Tribunal ("NCLT"), Allahabad Bench vide order dated 25th
Punishment July, 2018 ("Insolvency Commencement Order") has initiated Corporate Insolvency
Compounding Resolution Process ("CIRP") based on petition filed by Standard Chartered Bank under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr Avishek Gupta (IP Registration No. IBBI/IPA-003/IP-N000135/2017-18/11499) was appointed as Interim Resolution Professional (IRP) to manage a!airs of the Company in accordance with the provisions of the Code. In the first meeting of Committee of Creditors held on Thursday, 23rd August, 2018, appointment of Mr Gupta as Resolution Professional (RP) was disapproved. Vide order dated 10th September, 2018 of the Honble Tribunal, Mr Supriyo Kumar Chaudhuri (IP Registration No. IBBI/IPA-001/IP-P00644/2017-18/11098) was appointed as Resolution Professional (RP) to manage a!airs of the Company in accordance with the provisions of the Code, since the Company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional.
B. DIRECTORS
Penalty The National Company Law Tribunal ("NCLT"), Allahabad Bench vide order dated 25th
Punishment July, 2018 ("Insolvency Commencement Order") has initiated Corporate Insolvency
Resolution Process ("CIRP") based on petition filed by Standard Chartered Bank under
Compounding Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr Avishek Gupta (IP Registration No. IBBI/IPA-003/IP-N000135/2017-18/11499) was appointed as Interim Resolution Professional (IRP) to manage a!airs of the Company in accordance with the provisions of the Code. In the first meeting of Committee of Creditors held on Thursday, 23rd August, 2018, appointment of Mr. Gupta as Resolution Professional (RP) was disapproved. Vide order dated 10th September, 2018 of the Honble Tribunal, Mr Supriyo Kumar Chaudhuri (IP Registration No. IBBI/IPA-001/IP-P00644/2017-18/11098) was appointed as Resolution Professional (RP) to manage a!airs of the Company in accordance with the provisions of the Code, since the Company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional.
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment N.A.
Compounding