PPAP Automotive Ltd Directors Report.

Dear Members,

PPAP Automotive Limited

Your Directors have pleasure in presenting the Twenty Fifth Annual Report of your Company along with the audited financial statements and the auditors report thereon for the year ended 31st March, 2020.

Financial highlights and state of Companys affairs

The financial performance of the Company for the year ended 31st March, 2020, on a standalone and consolidated basis, is summarized below: (Rs. in lacs)

Particulars For the year ended

Standalone

Consolidated
31st March, 2020 31st March, 2019 31st March, 2020 31st March, 2019
Revenue from operations (net of excise) 36,004.46 41,098.04 35,951.05 41,098.04
Other Income 75.29 107.06 58.46 107.06
Profit / loss before depreciation, finance exceptional items and tax expense 5,149.68 7,827.02 5,040.10 costs, 7,859.24
Less: depreciation / amortization / impairment 2,572.29 2,599.53 2,572.34 2,599.53
Profit / loss before finance costs, exceptional items and tax expense 2,577.39 5,227.49 2,467.76 5,259.71
Less: finance costs 263.51 404.71 263.51 404.71
Profit / loss before tax expense 2,313.88 4,822.78 2,204.25 4,855.01
Less: tax expense (current & deferred) 386.09 1,481.15 383.84 1,481.15
Profit / loss for the year 1,927.79 3,341.63 1,820.41 3,373.85
Other comprehensive income / loss (90.75) (42.44) (94.37) (42.82)
Total 1,837.04 3,299.19 1,726.03 3,331.03

Pursuant to the provisions of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the consolidated financial statements of the Company for the financial year 2019-20 have been prepared in compliance with applicable Ind AS and on the basis of audited financial statements of the Company, joint venture and wholly owned subsidiary companies, as approved by the respective board of directors of the companies.

The consolidated financial statements together with the auditors report form part of this annual report.

Dividend

For the financial year 2019-20, your Company has declared and paid to the shareholders, a first interim dividend ofRs. 1.00 (Rupee one only) and second interim dividend of Rs. 2.00 (Rupees two only) per equity share of face value of Rs. 10 (Rupees ten) each. The dividend distribution tax of Rs. 28.78 lacs and Rs. 57.57 lacs were paid on the first and second interim dividend respectively. year 2019-20, there The total dividend (first and second interim) for the financial year 2019-20 is Rs. 3.00 (Rupees Three only) per equity share (30%) of the face value of Rs. 10 (Rupees ten) each as against the total dividend of Rs. 4.50 (Rupees Four and fifty paisa only) per equity of the face value of Rs. 10 (Rupees ten) paid for the previous financial year 2018-19. The dividend outflow was Rs. 506.35 lacs including dividend distribution tax of Rs. 86.35 lacs for the financial year 2019-20. On 3rd April, 2020, the said interim dividend was paid electronically to the shareholders whose bank account details were updated with your Company. However, due to the pandemic of COVID-19 and consequent lockdown in several States, your Company was not able to dispatch the physical 2nd interim dividend warrants 2019-20 to the concerned shareholders, on account of non-operation of postal and dispatch services. Your Company will dispatch the interim dividend warrants 2019-20 to the concerned shareholders immediately once the postal and dispatch services are fully operational.

Transfer to reserves

During the year under review, no amount has been transferred to general reserve for the financial year 2019-20.

Share capital

During no change in the the financial authorized share capital of the Company. The authorized share capital of the Company stood at Rs. 20,00,00,000 comprising of 2,00,00,000 equity shares of Rs. 10 each as on 31st March, 2020.

During the financial year 2019-20, there was no change in the issued and subscribed capital of the Company. The issued, subscribed and paid-up share capital of the Company stood at Rs. 14,00,00,000 comprising of 1,40,00,000 equity shares of Rs. 10 each as on 31st March, 2020.

Share capital audit as per the Listing Regulations is conducted on quarterly basis by M/s. NKJ & Associates, Company Secretaries. The share capital audit reports are duly forwarded to stock exchanges where the securities of the Company are listed.

Deposits

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2020.

Technical collaboration

The Company has technical collaborations with Tokai Kogyo Co. Limited, Japan; Nissen Chemitec Corporation, Japan; and Tokai Kogyo Seiki Co. Limited, Japan.

The technology partners of your Company have extended their continuous support in terms of new product development, innovations, design, latest technology, quality, productivity, safety, etc. as per the needs of your Company.

Extract of annual return

The extract of the annual return of your Company as on 31st March, 2020 in form MGT-9, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is given in ‘Annexure-A to this report. The same is also available on your Companys website at www.ppapco.in.

Meetings of the board of directors

The Board of Directors met five times during the financial 2019-20, the details of which are given in the corporate governance report that forms part of this annual report. The intervening gap between every two meetings were in compliance with the period prescribed under the Companies Act, 2013 and Listing Regulations.

Audit committee

The audit committees purpose is to oversee the quality and integrity of accounting, auditing and financial reporting including reviewing of the Companys statutory and internal audit reports. The audit committee also gives its recommendations for enhancement in scope and coverage of internal audit for specific areas wherever it is felt necessary and also keeping in view the changing regulatory scenarios. The audit committee is provided with all the necessary documents and information to carry out its function effectively. All the members of the audit committee have the requisite financial, legal and management expertise. The details of composition of the audit committee, its terms of reference and the number of meetings held during the year under review, are given in the corporate governance report.

The corporate governance report has been detailed in a separate section and is attached separately to this annual report.

Directors and key managerial personnel

During the year, Mr. Manish Dhariwal resigned from the position of Chief Financial Officer with effect from 5 th July, 2019. Mr. Anurag Saxena was appointed in his place on 12th August, 2019 by the Board of Directors upon the recommendation of the nomination and remuneration committee.

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mrs. Vinay Kumari Jain (DIN: 00228718), Non-Executive Director of the Company will retire by rotation at the 25th Annual General Meeting (“AGM”) of the Company. She is being eligible, has offered herself for re-appointment as a Director. The Board of Directors of the Company has appointed Mrs. Celine George (DIN: 02563846), as an Additional & Independent Director, of your Company, upon the recommendation of the nomination and remuneration committee for the term of two years with effect from 16th April, 2020 up to 15th April, 2022, subject to approval of the members at the 25th AGM.

Brief profile of Mrs. Celine George (DIN: 02563846) Additional & Independent Director and Mrs. Vinay Kumari Jain (DIN: 00228718), Non-Executive Director, seeking appointment and re-appointment are given in the corporate governance report attached to this report and the other details as stipulated under Listing Regulations are given in the notice of the 25th AGM.

Declaration by independent directors

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 Section 149(6) of the Companies Act, 2013 and Listing Regulations. Further, all the Independent Directors have registered their names in the data year bank maintained and managed by Indian Institute of Corporate Affairs.

During the year, the Independent Directors of your Company had no pecuniary relationship or transactions with your Company other than sitting fees accrued to them for attending meetings of the Board and its committee(s).

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company under the link:http://ppapco.in/Template-of-Letters-of-Appointment-to-Independent-Directors.pdf.

Credit rating

During the year under review, the credit rating agency CRISIL has reaffirmed the credit rating of your Company on 23rd December

2019:

Long term bank loan facilities CRISIL A+ / Stable
Short term bank loan facilities CRISIL A1

Directors responsibility statement

In terms of and pursuant to Section 134(3)(c) of the Companies Act, 2013, as amended from time to time, in relation to the financial statements for the year ended 31st March, 2020, to the best of their knowledge and belief your Directors confirm the following: i. that in the preparation of annual financial statements for the financial year ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a “true and fair view” of the state of affairs of the Company as at 31st March, 2020 and of the profit and loss of the Company for the financial year ended 31 st March, 2020; iii. that the proper and sufficient care has been taken 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; iv. that the financial statements for the financial st March, 2020 have been prepared on a “going concern basis”; v. that the internal financial operating effectively; and vi. that proper systems to ensure compliance with the provisions of all applicable laws are adequate and operating effectively.

Compliance with secretarial standards

Your Company has complied with the applicable secretarial standards issued by the Institute of Companies Secretaries of India (SS-1 and SS-2) respectively relating to meetings of the Board and its committees and general meetings.

Evaluation of the Boards performance / effectiveness

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board of Directors has carried out annual evaluation of its own performance, Directors, Chairman and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report attached to this annual report.

Nomination and remuneration policy

The remuneration paid to the Directors is in accordance with the nomination and remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The salient aspects covered in the nomination and remuneration policy have been given hereunder: In accordance with the nomination and remuneration policy, the nomination and remuneration committee has, inter alia, the following responsibilities:

1. Ensure appropriate induction and training program: The committee shall ensure that there is an appropriate induction and training program in place for new Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) and review its effectiveness.

2. Formulating the criteria for appointment as a Director: The committee shall formulate criteria and review it on an ongoing basis, for determining qualifications, skills, experience, expertise, qualities, attributes, etc. required to be a Director of the Company.

3. Identify persons who are qualified to be Directors / Independent Directors / KMPs / SMPs: The committee shall identify persons who are qualified to become Directors / Independent Directors / KMPs / SMPs and who satisfy the criteria laid down under the provisions of the Companies Act, 2013, Rules made thereunder, the Listing Regulations or any other enactment, for the time being in force.

4. Nominate candidates for Directorships subject to the approval of the Board: The committee shall recommend to the Board the appointment of potential candidates as Non-Executive Director or Independent Director or Executive Director, as the case may be.

5. Evaluate the performance of the Board: The committee shall determine a process for evaluating the performance of the year ended 31 Board, Director, Chairman and Committees of the Board, on an annual basis. controls are adequate and are

6. Remuneration of Managing Director / Directors: The committee shall ensure that the tenure of Executive Directors and their compensation packages are in accordance with applicable laws and in line with the Companys objectives, shareholders interests and benchmarked with the industry.

7. Review performance and compensation of Non-Executive Independent Directors: The committee shall review the performance of Non-Executive Independent Directors of the Company. The committee shall ensure that the Non-Executive Independent Directors may receive remuneration by way of sitting fees for attending the meetings of Board or committee(s), thereof provided that the amount of such fees shall be subject to ceiling / limits as provided under the Companies Act, 2013 and Rules made thereunder or any other enactment, for the time being, in force.

8. Review performance and compensation of KMPs / SMPs: The committee shall ensure that the remuneration to be paid to KMPs / SMPs shall be based on their experience, qualifications and expertise and governed by the limits, if any, prescribed under the Companies Act, 2013 and Rules made thereunder or any other enactment, for the time being, in force.

9. Directors and Officers Insurance: The committee shall ensure that the insurance taken by the Company on behalf of its Directors, KMPs / SMPs either for indemnifying them against any liability or any other matter as may be deemed fit, the premium paid on such insurance, shall not be treated as part of the remuneration payable, to any such personnel.

10. Succession plans: The committee shall address and review sufficiently in advance the succession plans in order to ensure smooth transition and maintain an ideal balance of skills, experience and expertise on the Board.

Particulars of employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) time being in force) in respect of Directors / employees of the Company, annexed as ‘Annexure-B to this report.

Subsidiary, joint venture and associate companies

During the year under review, the associate companies viz. Elpis Components Distributors Private Limited (formerly PPAP Automotive Systems Private Limited) and PPAP Technology Limited (formerly PPAP Technology Private Limited and PPAP Automotive Technology Private Limited) of the Company have become the wholly owned subsidiary companies with effect from 4th October, 2019 and 10th December, 2019, respectively. A statement containing the salient features of the financial statements of subsidiary / associates / joint venture company, as per Section 129(3) of the Companies Act, 2013, is part of the consolidated financial statements. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company www.ppapco.in. Further, the audited financial statements of each of the wholly owned subsidiary companies have also been placed on the website of the Company.

Corporate governance report

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out under the Listing Regulations. At the Company, we constantly strive to evolve and follow up on the corporate governance guidelines and its best practices. The compliance report on corporate governance and a certificate from M/s NKJ & Associates, Company Secretaries, regarding the compliance of the conditions of corporate governance, as stipulated under Chapter IV of the Listing Regulations is annexed to this annual report.

Management discussion and analysis report

As required under Regulation 34(2) of the Listing Regulations a detailed management discussion and analysis report is presented in a separate section forming part of this annual report.

Business responsibility report

Pursuant to Regulation 34 of the Listing Regulations mandated the inclusion of the Business Responsibility Report (BRR) as part of the annual report for the top 1,000 listed entities based on market capitalization.

In compliance with the Listing Regulations your Company has integrated BRR detailing the various initiatives taken by the Company on the environmental, social and governance is presented in a separate section forming part of this annual report.

Material changes and commitments affecting financial position between end of the financial year and date of report

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, except for the impact arising out of COVID-19, which is detailed elsewhere in this report.

Global health pandemic from COVID-19 or re-enactment(s) thereof for the

The World Health Organization declared a global pandemic of the Novel Coronavirus disease on 11th February, 2020. The Management has been closely reviewing with the Leaders of the Company, the impact of COVID-19 on the Company. Your Company had to temporarily suspended its operations at all its plants situated in various locations as per the directives of the Government and keeping in mind the paramount need of safety of the employees.

Your Company reacted with speed, efficiency, and quickly leveraged technology to shift the workforce to a new model i.e. ‘work-from-home. Proactive preparations were done in our work locations during this transition to ensure our plants and employees remain safe.

The situation created by COVID-19 continues to hold some uncertainties for the future. However, your Board and the Management will do their best to address the same, as the situation evolves, in the interests of all stakeholders of the Company.

Particulars of loans, guarantees and investments

During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year, are given under Note no. 6 of the standalone financial statements of the Company.

Related party transactions

2019-20, all contracts / transactions entered During financial by your Company with related parties under Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on an arms length basis. During financial year 2019-20, your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered ‘material in accordance with its policy on materiality of related party transactions. Thus, there are no transactions required to be reported in form AOC-2.

The details of the related party transactions as per Ind AS 24 are set out in Note no. 39 to the standalone financial statements of the Company.

Auditors and Auditors report

Statutory auditors

O P Bagla & Co. LLP (Registration No. 000018N / N500091), Chartered Accountants, New Delhi, has been reappointed as the statutory auditors of the Company at the 23rd AGM held on 23rd August, 2018, for the period of five years i.e. up to the conclusion of the 28th AGM to be held in the year 2023. Pursuant to Section 139 and 141 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014, O P Bagla & Co. LLP has furnished a certificateof their eligibility and consent as the Auditors of the Company.

Statutory auditors report

The Auditors report does not contain any qualification, reservation(s) or adverse remark(s). The notes on financial of Environment, Education and statements referred to in the auditors report are self-explanatory and do not call for further comments.

Secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, M/s NKJ & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for the financial year 2019-20. The secretarial audit report for the financial year 31st March, 2020 in form MR-3 is attached as ‘Annexure-C to this report. Further, in terms of the provisions of the Circular No. CIR/CFD/ CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India (“SEBI”), the Company has obtained the annual secretarial compliance report for the year ended 31st March, 2020, thereby of the applicable SEBI Regulations and circulars / guidelines issued thereunder, on behalf of the Company.

Secretarial auditors report

The report of secretarial auditors is forming part of this annual report does not contain any qualification(s), reservation(s) or adverse remark(s).

Cost auditors

The Board of Directors, on recommendation of the audit committee, appointed M/s Rakesh Singh & Co., Cost Accountants, (Registration No. 000247) as cost auditors to audit the cost accounts of the Company for the financial year 2020-21 in terms of the provisions of Section 148 of the Companies Act, 2013. The remuneration payable to the cost auditors is required to be ratified by the shareholders at the AGM. Accordingly, resolution ratifying the remuneration payable to M/s Rakesh Singh & Co., Cost Accountants, (Registration No. 000247) shall be placed for the approval of the shareholders at the 25th AGM.

The Company had filed the cost audit report for financial year 2018-19 on 5th September, 2019, in compliance under the Companies (Cost Records and Audit) Amendment Rules, 2014.

Reporting of frauds by auditors

During the year under review, the auditors of the Company have not reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers and employees.

Corporate social responsibility

Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for the society at large. The Company has a well-defined policy on CSR as per the of the Companies Act, 2013. During the year, your Company thrives to constantly contribute towards the betterment of the local community in which it operates and the upliftment of the marginalised section of our society, through “Vinay and Ajay Jain Foundation”, a registered trust for focused implementation of CSR activities of the Company majorly in the field Healthcare.

CSR report, pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, annexed as ‘Annexure-D to this report.

Risk management policy

The Company has established risk management framework that enables regular and active monitoring business activities for identification, assessment and mitigation of potential internal or external risks. The respective functional / business head(s) are entrusted with the responsibility of identifying, mitigating and monitoring of risk in their respective areas. Risk management forms an integral part of the management and is an ongoing process integrated with the operations. compliance The Companys risk management processes focus on ensuring that these risks are identified promptly, identified mitigation action plan and executed timely. There are no risks which in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the management discussion and analysis report which forms a part of this annual report.

Policy on sexual harassment of women at workplace

Your Company has in place a policy on prevention of sexual harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted Internal Complaints Committees at various locations as per requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 for redressal of complaints relating to sexual harassment against woman at workplace.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees), as well as, any women visiting the Companys office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During the financial year, the Company has not received any complaint on sexual harassment. The Company has also organized workshops and awareness programs against sexual harassment.

Details of significant and material regulators or courts or tribunals impacting the going concern requirementofSection135 status and Companys operations in future

No significant and material orders have year under review by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Details on internal financial controls related to financial statements

Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and all financial transactions are authorized, recorded and reported correctly.

The internal auditors evaluate the efficacy and adequacy of the internal control system, its compliance with operating systems and policies of the Company at all the locations of the Company. Based on the report of internal audit function, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant corrective actions, thereon, are reported to the audit committee. The Company has an effective and reliable internal financial control system commensurate with the nature of its business, size and complexity of its operations.

This also identifies opportunities for improvement and ensures good practices imbibed in the processes that develop and strengthen the internal financial control systems and enhance the reliability of Companys financial statements.

The audit committee reviews the internal audit plan, adequacy and effectiveness of the internal control system.

Whistle blower policy

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated whistle blower policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The whistle blower policy provides a vigil mechanism for the Director / employee to report, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the code of conduct of the Company, etc. which are detrimental to the organizations interest and reputation. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. The Directors and employees in appropriate or exceptional cases have direct access to the Chairman of the audit committee. The said policy is placed on the website of the Company at www.ppapco.in.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information as required under Section 134(3)(m) of the the Companies Act, 2013 read with Rule 8(3) of the Companies audit (Accounts)observationsRules, 2014,and relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, annexed as ‘Annexure-E to this report.

Acknowledgements

Your Directors appreciate and value the contributions made by each and every member of PPAP family.

Your Directors are thankful to your technology partners, suppliers, as well as vendors, our shareholders, business associates, banks, financial institutions for their continued support and for the confidence reposed in the Company.

Form No. MGT-9

Extract of Annual Return as on 31st March, 2020

[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

i) CIN : L74899DL1995PLC073281
ii) Registration Date : 18/10/1995
iii) Name of the Company : PPAP Automotive Limited
iv) Category / sub-category of the Company : Company limited by shares / Indian non-Government company
v) Address of the Registered Office and contact details: 54, Okhla Industrial Estate, Phase-III,
New Delhi-110020
Tel: +91-11-26311671 / 26910777
vi) Whether listed Company (Yes / No) : Yes
vii) Name, address and contact details of Registrar and : Link Intime India Private Limited
Transfer Agent, if any Noble Heights, 1st Floor,
Plot NH 2, C-1, Block LSC,
Near Savitri Market, Janakpuri,
New Delhi-110058
Email: delhi@linkintime.co.in
Tel: +91-11-49411000

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Name and Description of Main Product / Services NIC Code of the Product % to total turnover of the Company
1 Manufacturing of Automotive Parts 29302 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Name and Address of the Company CIN / GIN Holding / Subsidiary of the Company % of shares held Applicable Section
1 PPAP Tokai India Rubber Private Limited 54, Okhla Industrial Estate, Phase-III, New Delhi-110020 U25112DL2012PTC235036 Associate 50 2(6)
2 PPAP Technology Limited 54, Okhla Industrial Estate, Phase-III, New Delhi-110020 U31109DL2015PLC274891 Subsidiary 100 2(87)
3 Elpis Components Distributors Private Limited 56, Okhla Industrial Estate, Phase-III, New Delhi-110020 U34100DL2015PTC279614 Subsidiary 100 2(87)

IV. SHARE HOLDING PATTERN (equity share capital breakup as percentage of total equity) i) Category wise shareholding

Category of Shareholders

Shareholding at the beginning of the year

Shareholding at the end of the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A Shareholding of Promoter and Promoter Group
1 Indian
(a) Individuals / Hindu Undivided Family 55,27,265 0 55,27,265 39.480 55,39,137 0 55,39,137 39.565 0.085
(b) Central Government / State Government(s) - - - - - - - - -
(c) Financial Institutions / Banks - - - - - - - - -
(d) Any Other (specify) - - - - - - - - -
Bodies Corporate 34,37,672 - 34,37,672 24.555 34,61,305 - 34,61,305 24.724 0.169
Sub Total (A)(1) 89,64,937 - 89,64,937 64.035 90,00,442 - 90,00,442 64.289 0.254
2 Foreign
(a) Individuals (Non- Resident Individuals / Foreign Individuals) - - - - - - - - -
(b) Government - - - - - - - - -
(c) Institutions - - - - - - - - -
(d) Foreign Portfolio Investor - - - - - - - - -
(e) Any Other (specify) - - - - - - - - -
Sub Total (A)(2) - - - - - - - - -
Total Shareholding of Promoter and Promoter Group(A)=(A) (1)+(A)(2) 89,64,937 - 89,64,937 64.035 90,00,442 - 90,00,442 64.289 0.254
B Public Shareholding
1 Institutions
(a) Mutual Funds / UTI - - - - - - - - -
(b) Venture Capital Funds - - - - - - - - -
(c) Alternate Investment Funds - - - - - - - - -
(d) Foreign Venture Capital Investors - - - - - - - - -
(e) Foreign Portfolio Investor 1,02,107 - 1,02,107 0.729 41,262 - 41,262 0.295 (0.435)
(f) Financial Institutions / Banks 32,240 - 32,240 0.231 8,818 - 8,818 0.063 (0.167)
(g) Insurance Companies - - - - - - - - -
(h) Provident Funds / Pension Funds - - - - - - - - -
(i) Any Other (specify) - - - - - - - - -
Sub Total (B)(1) 1,34,347 - 1,34,347 0.960 50,080 - 50,080 0.358 (0.602)
2 Central Government / State Government(s) / President of India
Sub Total (B)(2) - - - - - - - - -
3 Non-Institutions
(a) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lac 19,12,042 140 19,12,182 13.658 21,18,818 140 21,18,958 15.135 1.477
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lac 12,20,652 - 12,20,652 8.719 9,91,024 - 9,91,024 7.079 (1.640)
(b) NBFCs registered with RBI 117 - 117 0.001 - - - - (0.001)
(c) Employee Trusts - - - - - - - - -
(d) Overseas Depositories (holding DRs) - - - - - - - - -
(e) Any Other (specify) - - - - - - - - -
Trusts 45 - 45 - 45 - 45 - -
IEPF 5,138 - 5,138 0.037 5,138 - 5,138 0.037 -
Hindu Undivided Family 1,51,481 - 1,51,481 1.082 1,36,845 - 1,36,845 0.978 (0.105)
Foreign Companies - 2,25,000 2,25,000 1.607 - 2,25,000 2,25,000 1.607 -
Non Resident Indians 28,261 - 28,261 0.202 26,906 - 26,906 0.192 (0.010)
(Non Repat)
Non Resident Indians 1,30,226 - 1,30,226 0.930 1,13,319 - 1,13,319 0.809 (0.121)
(Repat)
Clearing Member 30,574 - 30,574 0.219 10,839 - 10,839 0.077 (0.141)
Bodies Corporate 11,97,040 - 11,97,040 8.550 13,21,404 - 13,21,404 9.439 0.888
Sub Total (B)(3) 46,75,576 2,25,140 49,00,716 35.005 47,24,338 2,25,140 49,49,478 35.353 0.348
Total Public Shareholding(B)=(B) (1)+(B)(2)+(B)(3) 48,09,923 2,25,140 50,35,063 35.965 47,74,418 2,25,140 49,99,558 35.711 (0.254)
Total (A)+(B) 1,37,74,860 2,25,140 1,40,00,000 100.000 1,37,74,860 2,25,140 1,40,00,000 100.000 -
C Non Promoter - Non Public
1 Custodian / DR Holder - - - - - - - - -
2 Employee BenefitTrust [under SEBI (Share Based Employee Benefits) Regulations, 2014 - - - - - - - - -
Total (A)+(B)+(C) 1,37,74,860 2,25,140 1,40,00,000 100.000 1,37,74,860 2,25,140 1,40,00,000 100.000 -

ii) Shareholding of Promoters (including promoter group)

Shareholders Name

Shareholding at the 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 during the year
1 Ajay Kumar Jain 38,67,180 27.623 - 38,67,180 27.623 - 0.000
2 Abhishek Jain 10,02,404 7.160 - 10,02,404 7.160 - 0.000
3 Vinay Kumari Jain 5,33,890 3.814 - 5,33,890 3.814 - 0.000
4 Ajay Kumar Jain HUF 90,123 0.644 - 90,123 0.644 - 0.000
5 Rashi Jain 33,668 0.240 - 45,540 0.325 - 0.085
6 Kalindi Farms Private Limited 18,58,982 13.278 - 18,58,982 13.278 - 0.000
7 Sri Lehra Jewellers Private Limited 5,33,900 3.814 - 5,46,963 3.907 - 0.093
8 Prism Suppliers Private Limited 1,89,150 1.351 - 1,89,150 1.351 - 0.000
9 Ratnakar Dealtrade Private Limited 1,43,100 1.022 - 1,45,400 1.039 - 0.016
10 Smart Commotrade Private Limited 1,63,455 1.168 - 1,63,455 1.168 - 0.000
11 Advance Commotrade Private Limited 2,15,200 1.537 - 2,18,850 1.563 - 0.026
12 Littlestar Tradelinks Private Limited 1,91,430 1.367 - 1,94,800 1.391 - 0.024
13 Nikunj Foods Private Limited 1,42,455 1.018 - 1,43,705 1.026 - 0.009
14 *Abhishek Jain HUF - - - - - - -
15 *Ajay Kumar Jain Holdings Private Limited - - - - - - -
16 *Arhaan Holdings Private Limited - - - - - - -
17 *Ginius Vintrade Private Limited - - - - - - -
18 *Icon Vanijya Private Limited - - - - - - -
19 *Elpis Infrastructure Corporation Private Limited - - - - - - -
20 *Arhaan Ventures Private Limited - - - - - - -
21 *Jagmata Commosales Limited - - - - - - -

Note:

*Currently these entities do not hold any share in the Company however they form part of the Promoter Group of the Company.

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

Shareholders Name Reason

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Ajay Kumar Jain
at the beginning of the year 38,67,180 27.623 38,67,180 27.623
at the end of the year 38,67,180 27.623
2 Abhishek Jain
at the beginning of the year 10,02,404 7.160 10,02,404 7.160
at the end of the year 10,02,404 7.160
3 Vinay Kumari Jain
at the beginning of the year 5,33,890 3.814 5,33,890 3.814
at the end of the year 5,33,890 3.814
4 Rashi Jain
at the beginning of the year 33,668 0.240 33,668 0.240
23.03.2020 Transfer 3,500 0.025 37,168 0.265
24.03.2020 Transfer 3,300 0.024 40,468 0.289
25.03.2020 Transfer 1,405 0.010 41,873 0.299
26.03.2020 Transfer 3,667 0.026 45,540 0.325
at the end of the year 45,540 0.325
5 Ajay Kumar Jain HUF
at the beginning of the year 90,123 0.644 90,123 0.644
at the end of the year 90,123 0.644
6 Kalindi Farms Private Limited
at the beginning of the year 18,58,982 13.278 18,58,982 13.278
at the end of the year 18,58,982 13.278
7 Sri Lehra Jewellers Private Limited
at the beginning of the year 5,33,900 3.814 5,33,900 3.814
12.09.2019 Transfer 2,000 0.142 5,35,900 3.827
13.09.2019 Transfer 800 0.007 5,36,700 3.834
16.09.2019 Transfer 650 0.005 5,37,350 3.838
17.09.2019 Transfer 1,350 0.010 5,38,700 3.848
18.09.2019 Transfer 1,830 0.013 5,40,530 3.861
19.09.2019 Transfer 2,000 0.014 5,42,530 3.875
20.09.2019 Transfer 1,950 0.014 5,44,480 3.889
23.09.2019 Transfer 1,653 0.011 5,46,133 3.900
24.09.2019 Transfer 830 0.006 5,46,963 3.907
at the end of the year 5,46,963 3.907
8 Prism Suppliers Private Limited
at the beginning of the year 1,89,150 1.351 1,89,150 1.351
at the end of the year 1,89,150 1.351
9 Ratnakar Dealtrade Private Limited
at the beginning of the year 1,43,100 1.022 1,43,100 1.022
12.09.2019 Transfer 2,000 0.014 1,45,100 1.036
13.09.2019 Transfer 250 0.002 1,45,350 1.038
16.09.2019 Transfer 50 0.000 1,45,400 1.038
at the end of the year 1,45,400 1.038
10 Smart Commotrade Private Limited
at the beginning of the year 1,63,455 1.168 1,63,455 1.168
at the end of the year 1,63,455 1.168
11 Advance Commotrade Private Limited
at the beginning of the year 2,15,200 1.537 2,15,200 1.537
12.09.2019 Transfer 2,000 0.014 2,17,000 1.551
13.09.2019 Transfer 500 0.004 2,17,700 1.555
16.09.2019 Transfer 650 0.005 2,18,350 1.560
17.09.2019 Transfer 400 0.003 2,18,750 1.563
18.09.2019 Transfer 100 0.001 2,18,850 1.563
at the end of the year 2,18,850 1.563
12 Littlestar Tradelinks Private Limited
at the beginning of the year 1,91,430 1.367 1,91,430 1.368
12.09.2019 Transfer 2,000 0.014 1,93,430 1.382
13.09.2019 Transfer 400 0.003 1,93,830 1.385
16.09.2019 Transfer 650 0.005 1,94,480 1.389
17.09.2019 Transfer 250 0.002 1,94,730 1.391
18.09.2019 Transfer 70 0.001 1,94,800 1.391
at the end of the year 1,94,800 1.391
13 Nikunj Foods Private Limited
at the beginning of the year 1,42,455 1.018 1,42,455 1.018
12.09.2019 Transfer 1,200 0.009 1,43,655 1.026
13.09.2019 Transfer 50 0.000 1,43,705 1.026
at the end of the year 1,43,705 1.026

iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and holders of GDRs and ADRs)

S. No. Shareholders Name Reason

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Unatgagan Commodities Private Limited
at the beginning of the year 5,11,787 3.656 5,11,787 3.656
at the end of the year 5,11,787 3.656
2 Vanaja Sundar Iyer
at the beginning of the year 3,00,000 2.143 3,00,000 2.143
06.12.2019 Transfer (10) 0.000 2,99,990 2.143
27.12.2019 Transfer (4,614) (0.033) 2,95,376 2.110
31.01.2020 Transfer (3,950) (0.028) 2,91,426 2.082
07.02.2020 Transfer (229) (0.002) 2,91,197 2.080
28.02.2020 Transfer (4,355) (0.031) 2,86,842 2.049
20.03.2020 Transfer (73,843) (0.527) 2,12,999 1.521
27.03.2020 Transfer (4,978) (0.036) 2,08,021 1.486
at the end of the year 2,08,021 1.486
3 I.M. Infrastructure and Hospitality LLP
at the beginning of the year 2,34,501 1.675 2,34,501 1.675
31.12.2019 Transfer (6,976) (0.050) 2,27,525 1.625
at the end of the year 2,27,525 1.625
4 Tokai Kogyo Co. Limited
at the beginning of the year 2,25,000 1.607 2,25,000 1.607
at the end of the year 2,25,000 1.607
5 Rajan Rakheja
at the beginning of the year 2,20,000 1.571 2,20,000 1.571
at the end of the year 2,20,000 1.571
6 Dolly Khanna
at the beginning of the year 1,09,573 0.783 1,09,573 0.783
12.04.2019 Transfer (1,000) (0.007) 1,08,573 0.776
03.05.2019 Transfer (2,000) (0.014) 1,06,573 0.761
10.05.2019 Transfer (3,000) (0.021) 1,03,573 0.740
17.05.2019 Transfer (3,000) (0.021) 1,00,573 0.718
24.05.2019 Transfer (2,000) (0.014) 98,573 0.704
07.06.2019 Transfer (1,000) (0.007) 97,573 0.697
21.06.2019 Transfer (2,000) (0.014) 95,573 0.683
05.07.2019 Transfer (1,000) (0.007) 94,573 0.676
12.07.2019 Transfer (1,000) (0.007) 93,573 0.668
19.07.2019 Transfer (2,000) (0.014) 91,573 0.654
26.07.2019 Transfer (2,000) (0.014) 89,573 0.640
02.08.2019 Transfer (3,000) (0.021) 86,573 0.618
09.08.2019 Transfer (1,500) (0.011) 85,073 0.608
06.09.2019 Transfer (1,000) (0.007) 84,073 0.601
27.09.2019 Transfer (7,579) (0.054) 76,494 0.546
04.10.2019 Transfer (1,000) (0.007) 75,494 0.539
11.10.2019 Transfer (1,000) (0.007) 74,494 0.532
18.10.2019 Transfer (2,000) (0.014) 72,494 0.518
08.11.2019 Transfer (3,700) (0.026) 68,794 0.491
15.11.2019 Transfer (1,000) (0.007) 67,794 0.484
22.11.2019 Transfer (2,000) (0.014) 65,794 0.470
29.11.2019 Transfer (2,000) (0.014) 63,794 0.456
06.12.2019 Transfer (1,000) (0.007) 62,794 0.449
13.12.2019 Transfer (834) (0.006) 61,960 0.443
20.12.2019 Transfer (1,000) (0.007) 60,960 0.435
31.12.2019 Transfer (2,000) (0.014) 58,960 0.421
10.01.2020 Transfer (1,000) (0.007) 57,960 0.414
24.01.2020 Transfer (4,774) (0.034) 53,186 0.380
31.01.2020 Transfer (3,000) (0.021) 50,186 0.358
07.02.2020 Transfer (14,000) (0.100) 36,186 0.258
14.02.2020 Transfer (3,359) (0.024) 32,827 0.234
21.02.2020 Transfer (6,110) (0.044) 26,717 0.191
28.02.2020 Transfer (5,000) (0.036) 21,717 0.155
06.03.2020 Transfer (5,533) (0.040) 16,184 0.116
13.03.2020 Transfer (6,916) (0.049) 9,268 0.066
20.03.2020 Transfer (5,000) (0.036) 4,268 0.030
27.03.2020 Transfer (736) (0.005) 3,532 0.025
at the end of the year 3,532 0.025
7 Satish Bansal
at the beginning of the year 80,611 0.576 80,611 0.576
at the end of the year 80,611 0.576
8 Nitin Tandon
at the beginning of the year 63,300 0.452 63,300 0.452
at the end of the year 63,300 0.452
9 D Srimathi
at the beginning of the year 61,266 0.438 61,266 0.438
at the end of the year 61,266 0.438
10 Radhe Govind Commercials Private Limited
at the beginning of the year 59,183 0.423 59,183 0.423
at the end of the year 59,183 0.423
11 Sudhir Power Limited
at the beginning of the year 4,700 0.034 4,700 0.034
05.04.2019 Transfer 28,817 0.206 33,517 0.239
12.04.2019 Transfer 11,651 0.083 45,168 0.323
19.04.2019 Transfer 749 0.005 45,917 0.328
26.04.2019 Transfer 7,875 0.056 53,792 0.384
12.07.2019 Transfer 7,909 0.056 61,701 0.441
16.08.2019 Transfer 1,514 0.011 63,215 0.452
11.10.2019 Transfer 1,608 0.011 64,823 0.463
01.11.2019 Transfer 318 0.002 65,141 0.465
08.11.2019 Transfer 2,944 0.021 68,085 0.486
07.02.2020 Transfer 454 0.003 68,539 0.490
21.03.2020 Transfer 317 0.002 68,856 0.492
13.03.2020 Transfer 436 0.003 69,292 0.495
20.03.2020 Transfer 332 0.002 69,624 0.497
27.03.2020 Transfer 254 0.002 69,878 0.499
at the end of the year 69,878 0.499

Date of transfer has been considered as the date on which the beneficiary position was provided by the depositories to the Company.

v) Shareholding of Directors and Key Managerial Personnel

For each of the Directors of the Company and KMP

Shareholding at the beginning of the year

Date Increase / (Decrease) Reason

Cumulative shareholding during the year

No. of shares at the beginning % of total shares of the Company No. of shares at the beginning % of total shares of the Company
Directors
1 Mr. Ajay Kumar Jain, Chairman & Managing Director

(1)39,57,303

28.266 - - -

(1)39,57,303

28.266
2 Mr. Abhihek Jain, CEO & Managing Director 10,02,404 7.160 - - - 10,02,404 7.160
3 Mrs. Vinay Kumari Jain, Non-Executive Director 5,33,890 3.814 - - - 5,33,890 3.814
4 (2)Mr. Manish Dhariwal, Chief Financial Officer 108 0.001 - - - 8 0.000

(1)holding 90,123 shares in the name of M/s Ajay Kumar Jain (HUF) as Karta. (2)resigned w.e.f. 5th July, 2019

V. INDEBTEDNESS

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

( Rs. in lacs)

Particulars Secured loans excluding deposits Unsecured loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal amount 2,459.32 - - 2,459.32
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 2.35 - - 2.35
Total (i+ii+iii) 2,461.67 - - 2,461.67
Change in Indebtedness during the financial year
Addition 616.84 - - 616.84
Reduction 859.10 - - 859.10
Net Change 242.26 - - 242.26
Indebtedness at the end of the financial year
i) Principal amount 2,217.06 - - 2,217.06
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 0.15 - - 0.15
Total (i+ii+iii) 2,217.21 - - 2,217.21

VI. Remuneration of Directors and Key Managerial Personnel

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

(Rs. in lacs)

S. No. Particulars of Remuneration

Name of MD / WTD / Manager

Total
Mr. Ajay Kumar Jain (Chairman & Managing Director) Mr. Abhishek Jain (CEO & Managing Director)
1 Gross Salary
a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 141.53 141.53 283.06
b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961 0.39 0.39 0.78
c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 - - -
2 Stock option - - -
3 Sweat equity - - -
4 Commission 63.94 63.94 127.88
- As % of profit
- Others, specify
5 Others, please specify provident fund & other funds - 8.12 8.12
Performance bonus - - -
Total 205.86 213.98 419.84

B. Remuneration of other Directors: I. Independent Directors:

(Rs. in lacs)

Particulars of Remuneration Name of Directors Total
Mr. Bhuwan Kumar Chaturvedi Mr. Pravin Kumar Gupta Mr. Ashok Kumar Jain
Fee for attending board committee meetings 5.60 6.40 4.80 16.80
Commission - - - -
Others - - - -
Total 5.60 6.40 4.80 16.80
II. Other Non-Executive Director:
Particulars of Remuneration Mrs. Vinay Kumari Jain Total
Fee for attending board committee meetings 5.20 5.20
Commission - -
Others - -
Total 5.20 5.20

C. Remuneration to Key Managerial Personnel Other Than MD / Manager / WTD:-

(Rs. in lacs)

S. No. Particulars of Remuneration Name of the KMP Total

(3)Mr. Manish Dhariwal (Chief Financial Officer)

(4)Mr. Anurag Saxena (Chief Financial Officer)

Mrs. Sonia Bhandari (Company Secretary)
1 Gross salary
a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 9.85 28.96 12.94 51.75
b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961 0.22 0.18 0.22 0.62
c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 - - - -
2 Stock option - - - -
3 Sweat equity - - - -
4 Commission - - - -
-As % of profit
- Others, specify
5 Others, please specify provident 0.32 0.20 0.61 1.13
fund & other funds
Performance bonus - - - -
Total 10.39 29.34 13.77 53.50

(3)Mr. Manish Dhariwal has resigned w.e.f. 5th July, 2019.

(4)Mr. Anurag Saxena has been appointed as Chief Financial Officer w.e.f. 12th August, 2019.

VII. Penalties / punishment / compounding of offences (Under the Companies Act): Nil